TIDM55AD TIDM49EN
RNS Number : 5100T
Sky Limited
21 March 2019
NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY
COMCAST CORPORATION
Released 21 March 2019
Sky Limited
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 RECOMMATION 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 CONSENT SOLICITATIONS
21 March 2019
Sky Limited (formerly known as Sky plc and British Sky
Broadcasting Group plc) (the "Issuer") announces invitations to the
holders (the "Holders") of each of its
(a) outstanding EUR1,500,000,000 1.500% Guaranteed Notes due 15
September 2021 (Common Code: 110974124; ISIN: XS1109741246) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2021 Notes"); and/or
(b) outstanding EUR1,000,000,000 2.500% Guaranteed Notes due 15
September 2026 (Common Code: 110974132; ISIN: XS1109741329) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2026 Notes"); and/or
(c) outstanding GBP300,000,000 6.000% Guaranteed Notes due 21
May 2027 (Common Code: 030167686; ISIN: XS0301676861) under the
GBP5,000,000,000 Euro Medium Term Note Programme of the Issuer (the
"2027 Notes", and together with the 2021 Notes and the 2026 Notes,
the "Main Market Notes"),
which are listed on the Official List of the Financial Conduct
Authority and admitted to trading on the Main Market of the London
Stock Exchange; and/or
(d) outstanding GBP450,000,000 2.875% Guaranteed Notes due 24
November 2020 (Common Code: 114197009; ISIN: XS1141970092) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2020 FXD Notes"); and/or
(e) outstanding EUR600,000,000 Floating Rate Guaranteed Notes
due on or about 1 April 2020 (Common Code: 121246791; ISIN:
XS1212467911) under the GBP10,000,000,000 Euro Medium Term Note
Programme of the Issuer (the "2020 FRN Notes"); and/or
(f) outstanding EUR850,000,000 1.875% Guaranteed Notes due 24
November 2023 (Common Code: 114196991; ISIN: XS1141969912) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2023 Notes"); and/or
(g) outstanding EUR500,000,000 2.250% Guaranteed Notes due 17
November 2025 (Common Code: 132142467; ISIN: XS1321424670) under
the GBP5,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2025 Notes"); and/or
(h) outstanding GBP300,000,000 4.000% Guaranteed Notes due 26
November 2029 (Common Code: 114197017; ISIN: XS1141970175) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2029 GBP Notes"); and/or
(i) outstanding EUR400,000,000 2.750% Guaranteed Notes due 27
November 2029 (Common Code: 114350290; ISIN: XS1143502901) under
the GBP10,000,000,000 Euro Medium Term Note Programme of the Issuer
(the "2029 EUR Notes", and together with the 2020 FXD Notes, the
2020 FRN Notes, the 2023 Notes, the 2025 Notes, the 2029 GBP Notes
and the Main Market Notes, the "Notes"),
which are listed on the Official List of the Irish Stock
Exchange (trading as Euronext Dublin) and admitted to trading on
the Global Exchange Market of the Irish Stock Exchange (trading as
Euronext Dublin),
to consent to amendments to the Trust Deeds and the terms and
conditions of the Notes to, inter alia, (i) amend the following
provisions of Condition 10 (Events of Default): (c) (Cross
Acceleration); (d) (Failure to pay other Indebtedness at Maturity)
and (e) (Enforcement Proceedings), in each case by deleting the
words "the greater of U.S.$75,000,000 or its equivalent and 5 per
cent. of Consolidated Net Tangible Assets (In each case as
reasonably determined by the Trustee)" and replacing them by the
amount "U.S.$450,000,000 or its equivalent", which represents
approximately 5 per cent. of the Sky Group's Consolidated Net
Tangible Assets as of June 30, 2018, which was GBP7,104,000,000 for
the purposes of the Conditions and remove references to "IFRS" and
replace them with "US GAAP" and make certain other related changes,
and (ii) for the holders of the Main Market Notes, consent to the
transfer of the listing of the Main Market Notes from the Main
Market of the London Stock Exchange plc (the "London Stock
Exchange") to the Professional Securities Market of the London
Stock Exchange (the "PSM") and upon completion of such transfer,
the entering into of a guarantee by Comcast Corporation ("Comcast")
in respect of the Notes (the "Consent Solicitations"). The Consent
Solicitations are made on the terms and subject to the conditions
set out in a consent solicitation memorandum dated 21 March 2019
(the "Consent Solicitation Memorandum") and prepared by the Issuer.
Capitalised terms used herein and not otherwise defined shall have
the meanings given to them in Appendix 1 to the Consent
Solicitation Memorandum (Form of Notice of Meetings) and/or the
Trust Deeds.
The Consent Solicitations
The purpose of the Consent Solicitations is to pass
Extraordinary Resolutions (as defined below) which will permit the
Issuer to make certain amendments to the Trust Deeds and the terms
and conditions of the Notes and to procure the transfer of the
listing of the Main Market Notes from the Main Market of the London
Stock Exchange to the PSM.
The approval of the Holders is also sought for any other
consequential and necessary modifications in respect of the rights
of Holders of the Notes against the Issuer, whether such rights
arise under the terms and conditions of the Notes, the Agency
Agreement, the Trust Deed or otherwise, involved in, resulting from
or to be effected by the transfer of the Main Market Notes to
listing on the PSM.
Each Consent Solicitation is made on the terms and subject to
the conditions contained in the Consent Solicitation Memorandum. At
each Meeting, the relevant Extraordinary Resolutions will be
considered by the Holders of the relevant Notes only. However, the
implementation of each Extraordinary Resolution for any series of
Notes is conditional on (i) the Extraordinary Resolution having
been passed in relation to such series of Notes, (ii) the
Extraordinary Resolution having been passed in relation to all
three series of the Main Market Notes and (iii) the General
Conditions having been satisfied or waived.
In the event the Consent Solicitations succeed and the
Extraordinary Resolutions are approved and the transfer of the Main
Market Notes is implemented, a full, unconditional and irrevocable
guarantee in respect of each series of the Notes (the "Potential
Guarantee") will be executed by Comcast (the "Potential Guarantor")
within 90 days from the date of transfer of the listing of the Main
Market Notes to the PSM, subject to applicable law, receipt of
requisite corporate authorisations and any other approvals the
Issuer will procure.
The Potential Guarantee confers a benefit upon all the holders
of the Notes which will be in addition to all other rights,
benefits and protections provided to the holders under the existing
Trust Deeds. All existing rights, benefits and protections provided
under the existing Trust Deeds will continue to remain in force. In
particular, the Notes will continue to benefit from the guarantees
given by the existing guarantors of the Notes in accordance with
the terms and conditions of the Notes and the terms of the Trust
Deeds.
In addition, Comcast will, at the same time, provide a guarantee
on substantially the same terms as the Notes in respect of the
other outstanding notes issued by the Issuer or by Sky Group
Finance plc (formerly known as BSkyB Finance UK plc) which are
admitted to trading on the PSM and/or the Global Exchange Market of
the Irish Stock Exchange (trading as Euronext Dublin) (the "New
York Notes"). The Notes and the New York Notes are listed in the
Appendix to this announcement.
Background to and reasons for the Consent Solicitations
Following the acquisition of the Issuer by Comcast, Comcast
continues to explore ways to improve efficiencies, including
simplifying Comcast's capital structure and streamlining its
ongoing financial reporting obligations.
Upon the passing and implementation of the proposals presented
to Holders and the completion of the transfer of the listing of the
Notes to the PSM, the Issuer will no longer be required to publish
consolidated financial results at the Issuer level. Comcast expects
to report the operating results of the Issuer and its direct and
indirect subsidiaries in its U.S. annual and interim consolidated
financial statements as a reportable business segment, and such
reports will be available at www.sec.gov and on Comcast's website.
Such information will be prepared in accordance with U.S. GAAP in
accordance with the accounting requirements for segment level
reporting and will be less comprehensive than a full set of
financial statements prepared for the Issuer. There is no certainty
that the Issuer and its direct and indirect subsidiaries will
remain a distinct reporting segment of Comcast.
Proposed Consents
The Issuer is requesting consents from the Holders to pass, at
separate meetings of the holders of each of the relevant series of
Notes (or any adjourned such meeting (the "Meetings")),
extraordinary resolutions (each an "Extraordinary Resolution")
authorising, inter alia, (i) that the Issuer make certain
amendments to the Trust Deeds and the terms and conditions of the
Notes, (ii) the transfer the listing of the Main Market Notes to
the PSM and (iii) the entering into of the Potential Guarantee by
Comcast in respect of the Notes.
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
Extraordinary Resolution having been passed in relation to all
three series of the Main Market Notes and (iii) the General
Conditions having been satisfied or waived.
Further details of the rationale for and the terms of the
Consent Solicitations can be found in the Consent Solicitation
Memorandum. Notices of Meetings will be delivered to the Clearing
Systems for communication to Direct Participants and meetings will
be announced via the Regulatory News Service of the London Stock
Exchange ("RNS") and the Officially Appointed Mechanism of the
Irish Stock Exchange ("OAM"). From this date, Consent Instructions
may be delivered by a Holder.
Key Dates
The Meetings will be held at the offices of Davis Polk &
Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR on 12
April 2019. The initial Meeting (in respect of the 2021 Notes) will
commence at 10.00 a.m. (London time), with the subsequent Meetings
(proceeding in the order of Notes listed on page 1) being held as
soon thereafter as the preceding Meeting has been concluded. The
deadline for delivery of Consent Instructions will be 10.00 a.m.
(London time) on 10 April 2019 (the "Expiration Deadline").
Extraordinary Resolutions to be passed without the benefit of
the votes of Ineligible Holders
The implementation of each Consent Solicitation and the related
Extraordinary Resolution will be conditional on the quorum required
for, and the requisite majority of votes cast at, the relevant
Meeting being satisfied solely by the participation of Eligible
Holders. Accordingly, notwithstanding any other provision of the
Consent Solicitation Memorandum, the Issuer will not implement the
proposals contained in the Consent Solicitation Memorandum, even if
the Extraordinary Resolutions are passed, unless it is content that
each Extraordinary Resolution was passed without the benefit of any
votes cast by Ineligible Holders, or would still have been passed
even if any such votes are disregarded. For these purposes, the
Issuer will not implement the proposals contained in the Consent
Solicitation Memorandum in either of the following circumstances:
(a) had any such votes by Ineligible Holders not been cast, a
quorum would not have been present at the relevant Meeting (or any
relevant adjourned Meeting); or (b) had any such votes by
Ineligible Holders not been cast, less than three-fourths of the
votes cast would have been in favour of the relevant Extraordinary
Resolution.
Any Holder of Notes that participates in the Consent
Solicitation and who is either (1) a U.S. person or acting for the
account or benefit of any U.S. person or (2) located in the United
States and in each case not a qualified institutional buyer ("QIB")
(within the meaning of Rule 144A under the United States Securities
Act of 1933, as amended) must specify such fact in its Consent
Instruction for such Consent Instruction to be considered
valid.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, but subject to applicable laws and the meeting
provisions in the Trust Deeds, to extend, withdraw, amend or
terminate any or all of the Consent Solicitations (other than the
terms of the Extraordinary Resolutions) as described in the Consent
Solicitation Memorandum.
The Issuer will promptly give oral or written notice (with any
oral notice to be promptly confirmed in writing) of any extension,
amendment, termination or waiver to the Tabulation and Information
Agent, followed by an announcement thereof as promptly as
practicable, to the extent required by the Consent Solicitation
Memorandum or by law.
Expected Timetable
Number of
calendar days
from and including
Date launch date Action
--------------------- -------------------- ------------------------------------------------
21 March 2019 Day 1 Announcement of the Consent Solicitations
Meetings announced through the RNS and
OAM. Notices of meetings delivered to
the Clearing Systems for communication
to the Direct Participants.
From this date, Consent Instructions may
be delivered by an Eligible Holder.
10 April 2019 Day 21 Expiration Deadline
10.00 a.m., Final deadline for delivery of valid Consent
London time Instructions from Eligible Holders for
such Eligible Holders to be represented
at the Meetings.
This will also be the deadline for Holders
for making any other arrangements to attend
or be represented or to vote at the Meetings.
12 April 2019 Day 23 Meetings of the Holders of the Notes
from 10.00 Meetings of the Holders of the Notes to
a.m., London be held at the offices of Davis Polk &
time Wardwell London LLP at 5 Aldermanbury
Square, London EC2V 7HR.
As soon as Day 23 Announcement of Results of the Meetings
reasonably Announcement of the results of the Meetings
practicable delivered to the Clearing Systems for
after the Meetings, communication to the Direct Participants
and in any and published through the RNS and OAM.
event in accordance
with the Trust
Deeds
Within 90 days Execution of Potential Guarantee
of the transfer In the event the Consent Solicitations
of the listing succeed and the Extraordinary Resolutions
of the Notes. are approved, the Potential Guarantee
will be executed within 90 days from the
date of transfer of listing of each of
the Main Market Notes to the PSM and,
Comcast will, at the same time, provide
a guarantee in respect of such series
of the New York Notes in respect of which
holders of the requisite majority of New
York Notes have consented to the equivalent
proposals on substantially the same terms
as the Potential Guarantee in respect
of the Notes.
The Issuer will publish an announcement
through the RNS and OAM upon execution
of the Potential Guarantee. This announcement
will be delivered to the Clearing Systems
for communication to Direct Participants.
The above times and dates are subject, where applicable, to the
right of the Issuer to extend, amend, waive any condition of and/or
terminate any or all of the Consent Solicitations (other than the
forms of the Extraordinary Resolutions) and the calling of any
adjourned Meeting by the Issuer. Holders are advised to check with
any bank, securities broker or other intermediary through which
they hold their Notes when such intermediary would need to receive
instructions from a Holder in order for such Holder to participate
in, or (in the limited circumstances in which revocation is
permitted) to validly revoke their instruction to participate in,
the Consent Solicitations and/or the Meetings, by the deadlines
specified above. The deadline set by any such intermediary and each
Clearing System for the submission and (where permitted) revocation
of Consent Instructions will be earlier than the relevant deadlines
above.
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. Notices of Meetings will be delivered to the
Clearing Systems for communication to Direct Participants and
meetings will be announced through the RNS and OAM. From this date,
Consent Instructions may be delivered by a Holder.
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 Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
This announcement is released by Sky Limited and contains inside
information for the purposes of MAR, encompassing information
relating to the Consent Solicitation and the proposed amendments
described above.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
None of the Tabulation and Information Agent, the Trustee, the
Principal 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 authorised 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 Issuer 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.
APPENDIX
THE NOTES
GBP450,000,000 2.875% Guaranteed Notes due 2020 (ISIN:
XS1141970092);
EUR600,000,000 Guaranteed Floating Rate Notes due 2020 (ISIN
XS1212467911);
EUR1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN:
XS1109741246);
EUR850,000,000 1.875% Notes due 2023 (ISIN: XS1141969912);
EUR500,000,000 2.250% Guaranteed Notes due 2025 (ISIN:
XS1321424670);
EUR1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN:
XS1109741329);
GBP300,000,000 6.000% Guaranteed Notes due 2027 (ISIN:
XS0301676861);
GBP300,000,000 4.000% Guaranteed Notes due 2029 (ISIN:
XS1141970175); and
EUR400,000,000 2.750% Guaranteed Notes due 2029 (ISIN:
XS1143502901).
THE NEW YORK NOTES
$750,000,000 2.625% Notes due 2019 (ISIN:
USG15632AQ89/US111013AM04);
$800,000,000 3.125% Notes due 2022 (ISIN:
USG15632AN58/US111013AK48);
$1,250,000,000 3.750 Notes due 2024 (ISIN:
USG15632AP07/US111013AL21); and
$350,000,000 6.500% Notes due 2035 (ISIN:
USG1658KAB73/US11778BAB80).
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
MSCLLFVAVFIIFIA
(END) Dow Jones Newswires
March 21, 2019 03:00 ET (07:00 GMT)
Grafico Azioni Sky 24a (LSE:55AD)
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Da Dic 2024 a Gen 2025
Grafico Azioni Sky 24a (LSE:55AD)
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