Last checked at 12 Apr 2019 14:03
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE
RESULTS OF CONSENT SOLICITATIONS
12 April 2019
Sky Limited ("Sky") and Sky Group Finance plc ("Sky Finance" and, together with Sky, the "Issuers") announce today the results of the previously announced consent solicitations (the "Consent Solicitations") relating the proposed amendments (the "Proposed Amendments") to the indentures governing the relevant New York Law Notes (as defined below) issued by the Issuers as set out in the consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum"). The Consent Solicitations expired at 10:00 am, London time, on 10 April 2019 (the "Expiration Deadline"). As of the Expiration Deadline, the Requisite Consents were obtained for all series of New York Law Notes.
The "New York Law Notes" are as follows:
· $750,000,000 2.625% Notes due 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04);
· $800,000,000 3.125% Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48);
· $1,250,000,000 3.750 per cent. Notes due 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21); and
· $350,000,000 6.500% Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80).
Separately, Sky is soliciting or has solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that are admitted to trading on the Main Market of the London Stock Exchange (the "Main Market Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. Sky has separately announced today that in connection with the Concurrent Consent Solicitations, the Extraordinary Resolutions in relation to one of the three series of the Main Market Notes, as well as some of the other series of English Law Notes, were duly passed. While substantially all of consents received as of the Expiration Deadline for each series of the English Law Notes were in favour of the Extraordinary Resolutions, the quorum required for certain series of the English Law Notes was not achieved when the relevant Meeting was convened, thereby necessitating an adjourned Meeting in respect of each of these series of English Law Notes.
Sky announced today that the adjourned Meetings of the Concurrent Consent Solicitations relating to those series of English Law Notes for which the required quorum has not yet been achieved as of the Meeting date will begin at 10:00 a.m., London time, on 26 April 2019 (the "Adjourned Meetings Date") pursuant to the minimum 14-day period that is required in respect of scheduling adjourned meetings under the trust deeds constituting the English Law Notes. The Adjourned Meetings Date will allow additional time for the required quorum to be achieved such that the Extraordinary Resolutions relating to the remaining series of English Law Notes will have then passed.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Consent Solicitation Memorandum.
As further described in the Consent Solicitation Memorandum, the implementation of the Proposed Amendments in respect of a series of New York Law Notes is conditional on (i) the Requisite Consents having been obtained in respect of such series of New York Law Notes, (ii) the Extraordinary Resolutions having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
Potential Guarantee and Supplemental Indentures
For each series of New York Law Notes in respect of which the Proposed Amendments will be implemented, the relevant Supplemental Indenture and the relevant Potential Guarantee in respect of such series of New York Law Notes will be executed within 90 days from the date of the Listing Transfer (as defined in the Consent Solicitation Memorandum). In addition, Comcast Corporation will, at the same time that the Potential Guarantee is executed in respect of each series of New York Law Notes, execute a guarantee in respect of each series of English Law Notes for which the Extraordinary Resolutions have been passed. If the Potential Guarantee is executed in respect of any series of New York Law Notes, the relevant New York Law Notes will be subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum.
This announcement does not constitute a solicitation of an offer to sell or recommendation to purchase the New York Law Notes referred to in this announcement or any other securities. The distribution of this announcement in certain jurisdictions may be restricted by law.