Last checked at 12 Apr 2019 13:57
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED ANNOUNCES RESULTS OF MEETINGS IN RESPECT OF CERTAIN SECURITIES
12 April 2019
Sky Limited (the "Issuer") announces today the results of the meetings held on 12 April 2019 for holders of the Notes to vote in respect of the Extraordinary Resolutions as set out in the Consent Solicitation Memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum").
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Notice of Meeting dated 21 March 2019 (the "Notice of Meeting") and/or the Trust Deeds.
Notice is hereby given to the holders of the Notes that at the relevant Meeting of holders of each series of the Notes convened by the Notice of Meeting and held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom, on 12 April 2019:
a) the relevant Meeting was either quorate or not quorate (as specified in the table below); and
b) the relevant Extraordinary Resolutions detailed in the Notice of Meeting were duly passed or not passed (as specified in the table below).
ISIN | Issuer | Description of Security | Quorum requirement met? | Extraordinary Resolutions passed? |
XS1141970092 | Sky Limited | £450,000,000 2.875% Guaranteed Notes due 2020 |
No |
No |
XS1212467911 | Sky Limited | €600,000,000 Guaranteed Floating Rate Notes due 2020 |
No |
No |
XS1109741246 | Sky Limited | €1,500,000,000 1.500% Guaranteed Notes due 2021 |
No |
No |
XS1141969912 | Sky Limited | €850,000,000 1.875% Notes due 2023 |
No |
No |
XS1321424670 | Sky Limited | €500,000,000 2.250% Guaranteed Notes due 2025 |
No |
No |
XS1109741329 | Sky Limited | €1,000,000,000 2.500% Guaranteed Notes due 2026 |
No |
No |
XS0301676861 | Sky Limited | £300,000,000 6.000% Guaranteed Notes due 2027 |
Yes |
Yes |
XS1141970175 | Sky Limited | £300,000,000 4.000% Guaranteed Notes due 2029 |
Yes |
Yes |
XS1143502901 | Sky Limited | €400,000,000 2.750% Guaranteed Notes due 2029 |
Yes |
Yes |
As further described in the Consent Solicitation Memorandum, the implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of Notes, (ii) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied solely by the participation of the relevant Eligible Holders, without taking into consideration the relevant Ineligible Holders, and irrespective of any participation at the Meeting by such Ineligible Holders; (iii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iv) the General Conditions having been satisfied or waived.
While substantially all of the consents received as of the Expiration Deadline for each series of the Notes were in favour of the Extraordinary Resolutions, the quorum required for certain series of the Notes was not achieved when the relevant Meeting was convened, thereby necessitating an adjourned meeting in respect of each of these series of Notes.
Adjourned Meetings
In respect of each series of Notes where the quorum requirements were not met at the relevant Meetings (as specified in the table above), such Meetings will be adjourned to 26 April 2019 in accordance with a notice of adjourned meeting to be delivered to holders of such series of Notes via Euroclear and Clearstream, Luxembourg on 12 April 2019.
Consent Instructions validly submitted in accordance with the procedures set out in the Consent Solicitation Memorandum shall remain valid for the relevant adjourned Meeting.
Consent Instructions
Consent Instructions may be submitted in respect of those series of Notes for which an adjourned Meeting is convened until 10 a.m. on 24 April 2019. Consent Instructions that have already been submitted in respect of such Notes and not revoked shall remain valid at the relevant adjourned Meeting.
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom
Telephone: +44 20 7704 0880Attention: David Shilson / Alexander YangaevEmail: sky@lucid-is.com
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
This announcement and the Consent Solicitation Memorandum do not constitute an invitation to participate in any Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.
No action has been or will be taken in any jurisdiction by the Issuer or the Tabulation and Information Agent in relation to the Consent Solicitations that would permit a public offering of securities.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.