Last checked at 26 Apr 2019 12:09
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 ADJOURNED MEETINGS IN RESPECT OF CERTAIN SECURITIES
26 April 2019
Sky Limited (the "Issuer") announces today the results of the meetings held on 26 April 2019 for holders of certain notes (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 Adjourned Meeting dated 12 April 2019 (the "Notice of Adjourned 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 Adjourned Meeting and held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom, on 26 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 Adjourned 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 |
Yes |
Yes |
XS1212467911 | Sky Limited | €600,000,000 Guaranteed Floating Rate Notes due 2020 |
Yes |
Yes |
XS1109741246 | Sky Limited | €1,500,000,000 1.500% Guaranteed Notes due 2021 |
Yes |
Yes |
XS1141969912 | Sky Limited | €850,000,000 1.875% Notes due 2023 |
Yes |
Yes |
XS1321424670 | Sky Limited | €500,000,000 2.250% Guaranteed Notes due 2025 |
Yes |
Yes |
XS1109741329 | Sky Limited | €1,000,000,000 2.500% Guaranteed Notes due 2026 |
Yes |
Yes |
In addition at the meetings held on 12 April 2019 the Holders of the following series of Notes had passed the relevant Extraordinary Resolutions detailed in the Notice of Meeting dated 21 March 2019:
ISIN | Issuer | Description of Security |
XS0301676861 | Sky Limited | £300,000,000 6.000% Guaranteed Notes due 2027 |
XS1141970175 | Sky Limited | £300,000,000 4.000% Guaranteed Notes due 2029 |
XS1143502901 | Sky Limited | €400,000,000 2.750% Guaranteed Notes due 2029 |
As a result, all the Extraordinary Resolutions in respect of each of the series of notes which were the subject of the Consent Solicitation (the "English Law Notes"), including the Main Market Notes, were duly passed in the Meetings held on 12 April 2019 or the adjourned Meetings held on 26 April 2019, as applicable. As further described in the Consent Solicitation Memorandum, the implementation of each Extraordinary Resolution for any series of English Law Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of English Law 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. Accordingly, the Issuer will implement the Extraordinary Resolutions in relation to all series of English Law Notes.
Implementation of the Proposals
Following the implementation of the Listing Transfer, for all series of English Law Notes which were the subject of the Consent Solicitations, the Potential Guarantee and the relevant Supplemental Trust Deed implementing the relevant Proposals and the amendments to the terms and conditions of the English Law Notes will be executed within 90 days from the date of the Listing Transfer, assuming that the General Conditions are satisfied or waived, as further described in the Consent Solicitation Memorandum. A further announcement will be made once such execution has taken place.
Separately, the Issuer and Sky Group Finance plc ("Sky Finance") successfully solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to four series of notes issued by the Issuer and Sky Finance that are governed by New York law (the "New York Law Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. In connection with the Concurrent Consent Solicitations, the Issuer and Sky Finance separately announced on 12 April the results of the Concurrent Consent Solicitations.
Accordingly, the Proposed Amendments in relation to all series of New York Law Notes will be implemented and 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. In addition, Comcast Corporation will, at the same time that the Potential Guarantee is executed in respect of each series of English Law Notes, execute a guarantee in respect of each series of New York Law Notes. Once the Potential Guarantee is executed in respect of the New York Law Notes, such notes will be subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum. A further announcement will be made once the relevant Supplemental Indentures and Potential Guarantees have been executed.
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