21st Century Fox Response to Statement by the UK's Secretary of State for Culture, Media and Sport and Ofcom's Decision Regarding Sky's Broadcasting License

29/06/2017

New York, NY - June 29, 2017 - 21st Century Fox (21CF) notes today's announcement by the Secretary of State for Culture, Media and Sport that she is minded to refer its proposed acquisition of Sky to the Competition and Markets Authority (CMA) for a phase two review in respect of the media plurality ground. We are pleased that she is minded not to refer the proposed transaction to the CMA in respect of the commitment to broadcasting standards

While we welcome the Secretary of State's decision on broadcasting standards, we are disappointed that she does not accept Ofcom's recommendation stated in its report that .the proposed undertakings offered by Fox to maintain the editorial independence of Sky News mitigate the media plurality concerns.

Separately, 21CF is pleased that Ofcom recognizes that Sky, under full 21CF ownership, would remain a fit and proper holder of broadcast licenses.

21CF will now make representations to the Secretary of State regarding her provisional decision and Ofcom's report, and will continue to work constructively with the UK authorities. In the event that the Secretary of State makes a final decision to refer to the CMA, we would expect that the review would take at least 24 weeks. In such an event, the transaction is expected to close by June 30, 2018.

Note to Editors:

The proposed acquisition has been cleared on public interest and plurality grounds in all of the markets in which Sky operates outside of the UK, including Austria, Germany, Italy and the Republic of Ireland.

The acquisition has also received unconditional clearance by all competent competition authorities.

About 21st Century Fox

21st Century Fox is the worlds premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel, Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the U.S. and more than 300 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth Century Fox Television and a 50 per cent. ownership interest in Endemol Shine Group. The Company also holds approximately 39.1 per cent. of the issued shares of Sky, Europe's leading entertainment company, which serves 22 million customers across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

Enquiries

21st Century Fox

Investors

Reed Nolte

1 212-852-7092

Mike Petrie

1 212-852-7130

Media

Nathaniel Brown

1 212-852-7746

Miranda Higham

44 207-019-5632

Further information

Reference is made to the announcement made on 15 December 2016 by the 21st Century Fox Board and the Independent Committee of Sky that they had reached agreement on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own (the Acquisition ). The full terms and conditions of the Acquisition are set out in the announcement which was published on 15 December 2016 (the Offer Announcement ). Terms used but not defined in this announcement (the Announcement) have the meanings given in the Offer Announcement unless the context requires otherwise.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. Sky Shareholders are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Information relating to Sky Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sky may be provided to 21st Century Fox during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to vote their Sky Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the UK. Sky Shareholders who are in any doubt regarding such matters should consult an

LINK:	https://www.21cf.com/news/21st-century-fox/2017/21st-century-fox-respo...
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