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 JURISDICTIONNew York, NY, August 7, 2018 - 21st Century Fox ( 21CF ) today posted an offer document (the Offer Document ) and a form of acceptance to accept the offer (the Form of Acceptance ) to Sky shareholders in respect of its previously announced cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own (the Acquisition ) at a price of £14.00 for each Sky share, that would be implemented by way of a takeover offer.
It is a requirement of the City Code on Takeovers and Mergers (the City Code ) that 21CF publish an offer document in respect of its previously announced cash offer by no later than August 9, 2018 (being the date falling 28 days after the satisfaction or waiver of the last outstanding pre-condition to the previously announced cash offer). 21CF satisfied this requirement by posting the Offer Document and Form of Acceptance.
21CF announced that it intends to implement the Acquisition by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006 (the Act ) rather than by means of a scheme of arrangement in accordance with Part 26 of the Act, which was the proposed structure of the Acquisition prior to this announcement.
The Acquisition is conditional on, among other things, 21CF securing valid acceptances of the Offer in respect of Sky shares which represent 75% or more of the Sky shares to which the Offer relates. 21CF reserves the right to reduce this acceptance condition to a level which is not less than a simple majority of all Sky shares (including those held by 21CF and its wholly-owned subsidiaries).
21CF notes that, in accordance with Rule 32.1 of the City Code, the deadline for publication of a revised offer document is September 22, 2018, or such later date as the Panel may determine in accordance with the City Code.
The Acquisition will be subject to the full terms and conditions which are set out in the Offer Document and Form of Acceptance.
The Offer Document is available subject to certain restrictions at www.21CF-offer-for-Sky.com and will be available up to and including the end of the Offer.
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 Network, 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. 21CF 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.
Enquiries
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
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 Offer Document, and, in respect of Sky Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Acquisition, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the 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 Acquisition carefully once it has been dispatched. Terms used but not defined in this announcement (the Announcement ) have the meanings given in the announcement made by 21CF on 15 December 2016.
This Announcement does not constitute a prospectus or prospectus equivalent document.
21st Century Fox 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 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 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 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 failur
