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Sky Limited & Sky Group Finance plc Solicitations

21 Mar 2019 07:00

RNS Number : 5102T
Sky Limited
21 March 2019
 

NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY COMCAST CORPORATION

 

Sky Limited

and

Sky Group Finance plc

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").

 

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 AND SKY GROUP FINANCE PLC ANNOUNCE CONSENT SOLICITATIONS

 

March 21, 2019

 

Sky Limited (formerly known as Sky plc and as British Sky Broadcasting Group plc) ("Sky") and Sky Group Finance plc (formerly known as BSkyB Finance UK plc) ("Sky Finance" and, together with Sky, the "Issuers") announce the commencement of consent solicitations (the "Consent Solicitations") relating to the:

 

(a) outstanding U.S.$750,000,000 2.625 per cent. Senior Unsecured Notes due 16 September 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2019 Notes");

 (b) outstanding $800,000,000 3.125% Senior Unsecured Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2022 Notes");

 (c) outstanding U.S.$1,250,000,000 3.750 per cent. Senior Unsecured Notes due 16 September 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2024 Notes"); and

(d) outstanding U.S.$350,000,000 6.500 per cent. Senior Unsecured Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80) issued by Sky Finance (formerly known as BSkyB Finance UK plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc), Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2035 Notes", and together with the 2019 Notes, the 2022 and the 2024 Notes, the "Notes").

Sky and Sky Finance are soliciting consents of Eligible Holders (as defined below) to the proposed amendments (the "Proposed Amendments") to the indentures governing the relevant series of Notes (the "Indentures") described in the consent solicitation memorandum dated March 21, 2019 (the "Consent Solicitation Memorandum") on the terms and subject to the conditions set out in the Consent Solicitation Memorandum.

 

Concurrently with the Consent Solicitations, Sky is also soliciting consents 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. The Proposed Amendments will only be implemented and the Supplemental Indenture in respect of a series of Notes will only be executed if (i) valid Consents have been delivered (and not revoked) at or prior to 10:00 a.m. (London time) on April 10, 2019 (as the same may be extended, the "Expiration Deadline") by not less than 66.66% in aggregate principal amount of the outstanding Notes of such series, (ii) the Extraordinary Resolutions have been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions have been satisfied or waived.

 

In respect of each series of Notes in relation to which a Supplemental Indenture has been executed and the Proposed Amendments have become effective, Comcast Corporation ("Comcast") will execute a full, irrevocable and unconditional guarantee of the payment of principal and interest on such Notes (such guarantee, the "Potential Guarantee"). The Potential Guarantee will be executed within 90 days from the date of the transfer of the listing of each of the Main Market Notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange (the "Listing Transfer").

 

If the Potential Guarantee is executed in respect of any series of Notes, such Notes will be subject to certain transfer restrictions. In addition, certain U.S. Holders will be required to take additional actions in order to transfer their interest in the Notes between the global notes representing such Notes in order to submit a consent instruction. See "Transfer Restrictions" in the Consent Solicitation Memorandum.

 

No consent fee will be payable to Holders of the Notes in connection with the Consent Solicitations.

 

As at the date hereof, Comcast has a credit rating of A3, A- and A- from Moody's, S&P and Fitch, respectively. The Notes are currently rated Baa2 and BBB by Moody's UK and S&P UK, respectively. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

 

Lucid Issuer Services Limited is acting as Information and Tabulation Agent. Any questions or requests for assistance may be directed to the Information and Tabulation Agent, whose contact details are set out below. Requests for copies of the Consent Solicitation Memorandum and other related materials should be directed to the Information and Tabulation Agent.

 

All terms used but not defined herein are as defined in the Consent Solicitation Memorandum.

 

Further Information

A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Eligible Holders upon request from the Tabulation and Information Agent. Consent Instructions may be delivered by Holders who are (1) (a) located outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act of 1933, as amended) or (b) if a U.S. person or located in the United States, a qualified institutional buyer ("QIB") within the meaning of Rule 144A under the Securities Act and (2) a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons "Eligible Holders").

Before making a decision on whether to participate in the relevant Consent Solicitation(s), Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in "Risk Factors and other Considerations Relating to the Consent Solicitations".

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 

This announcement is released by Sky Limited and Sky Group Finance plc and contains inside information for the purposes of MAR, encompassing information relating to the Consent Solicitations and the Proposed Amendments described above.

Person making this announcement

Chris Taylor, Company Secretary

Sky Limited and Sky Group Finance plc

 

None of the Tabulation and Information Agent, the Trustee, the Paying Agent, or in each case, any of their respective agents, affiliates, directors, members, employees or representatives, express any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitations or the Consent Solicitation Memorandum (or the impact thereof on particular Holders) or makes any recommendation whether Holders should participate in the Consent Solicitations. No offer to acquire any Notes is being made pursuant to this announcement.

This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, financial, tax or legal adviser (which is authorized under the Financial Services and Markets Act 2000, as amended if it is in the United Kingdom). Any individual or company whose Notes are held on its behalf by or through a custodian bank, securities broker or other intermediary must contact such entity if it wishes to participate in the Consent Solicitations.

Solicitation and Distribution Restrictions

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.

The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to, Eligible Holders.

Subject to the restrictions described in the previous paragraph, Eligible Holders may obtain, from the date of this announcement, a copy of the Consent Solicitation Memorandum from the Tabulation and Information Agent, the contact details of which are set out on the last page of the Consent Solicitation Memorandum. In order to receive a copy of the Consent Solicitation Memorandum, a Holder will be required to provide confirmation as to his or her status as an Eligible Holder.

Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuers and the Tabulation and Information Agent to inform themselves about and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer to purchase or the solicitation of an offer to sell or purchase, any security in any jurisdiction and participation in any Consent Solicitation by a Holder in any circumstances in which such participation is unlawful will not be accepted.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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