21st Century Fox's Statement Regarding Offer for Sky Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

New York, NY - 22 September, 2018 - Following the conclusion of the auction process, 21st Century Fox ( 21CF ) announced its revised cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price per share of £15.67. A copy of that announcement is available here.

21CF has also issued the following statement:

We note the increased cash offer for the fully diluted share capital of Sky by Comcast, and that it has been recommended by the Independent Committee of Sky. 21CF is considering its options regarding its own 39 percent shareholding in Sky and will make a further announcement in due course. Sky is a remarkable story and we are proud to have played such a significant role in building the incredible value reflected today in Comcast's offer.

Publication on Website

This announcement will be made available free of charge, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no later than 12 noon (London time) on the day after the announcement is made.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

For further information, please contact:

Investors:

Reed Nolte: 1 212-852-7092

Mike Petrie: 1 212-852-7130

Media:

Julie Henderson: 1 310-369-0773

Nathaniel Brown: 1 212-852-7746

Miranda Higham: 44 (0) 20 7019-5632

About 21st Century Fox

21st Century Fox is one of the world's leading portfolios 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 Regional Networks, National Geographic Channels, Star India, 28 local television stations in the U.S. and more than 350 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. 21st Century Fox also holds approximately 39.1 per cent of the issued shares of Sky, Europe's leading entertainment company, which serves nearly 23 million households across five countries. For more information about 21st Century Fox, please visit www.21CF.com.

Further information

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 of an offer to buy securities in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Revised Offer Document, and, in respect of Sky Shares held in certificated form, the Revised Form of Acceptance, which will be posted in due course and will contain the full terms and conditions of the Acquisition, including details of how the Increased 21CF Offer may be accepted. Any decision in respect of, or other response to, the Increased 21CF Offer should be made only on the basis of the information contained in these documents. Sky Shareholders are advised to read the formal documentation in relation to the Increased 21CF Offer carefully once it has been despatched.

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

21CF reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Scheme. In such event, the Scheme will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Increased 21CF Offer, subject to appropriate amendments to reflect the change in method of effecting the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Increased 21CF Offer to persons who are residents, citizens, or nationals of jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves about, and observe, any applicable restrictions and legal and regulatory requirements. In particular, the ability of persons who are not resident in the UK to participate in the Increased 21CF Offer may be affected by the laws of the relevant jurisdictions in which they are located.

Sky Shareholders who are in any doubt regarding such matters should consult an appropriate independent advisor in the relevant jurisdiction without delay. Any failure to comply with such restrictions and/or requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

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.

The Increased 21CF Offer is subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the FCA.

Unless otherwise determined by 21CF or required by the City Code, and permitted by applicable law and regulation, the Increased 21CF Offer is not being, and will not be,

LINK:	https://www.21cf.com/news/21st-century-fox/2018/21st-century-foxs-stat...
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