Sky Limited

Sky Limited announces Consent Solicitations

RNS Number : 5100TSky Limited21 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 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 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 €1,500,000,000 1.500% Guaranteed Notes due 15 September 2021 (Common Code: 110974124; ISIN: XS1109741246) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); and/or

(b) outstanding €1,000,000,000 2.500% Guaranteed Notes due 15 September 2026 (Common Code: 110974132; ISIN: XS1109741329) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); and/or

(c) outstanding £300,000,000 6.000% Guaranteed Notes due 21 May 2027 (Common Code: 030167686; ISIN: XS0301676861) under the £5,000,000,000 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 £450,000,000 2.875% Guaranteed Notes due 24 November 2020 (Common Code: 114197009; ISIN: XS1141970092) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); and/or

(e) outstanding €600,000,000 Floating Rate Guaranteed Notes due on or about 1 April 2020 (Common Code: 121246791; ISIN: XS1212467911) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); and/or

(f) outstanding €850,000,000 1.875% Guaranteed Notes due 24 November 2023 (Common Code: 114196991; ISIN: XS1141969912) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); and/or

(g) outstanding €500,000,000 2.250% Guaranteed Notes due 17 November 2025 (Common Code: 132142467; ISIN: XS1321424670) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); and/or

(h) outstanding £300,000,000 4.000% Guaranteed Notes due 26 November 2029 (Common Code: 114197017; ISIN: XS1141970175) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and/or

(i) outstanding €400,000,000 2.750% Guaranteed Notes due 27 November 2029 (Common Code: 114350290; ISIN: XS1143502901) under the £10,000,000,000 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 £7,104,000,000 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

Date	Number of calendar days from and including 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 10.00 a.m., London time	Day 21	Expiration Deadline Final deadline for delivery of valid Consent 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 from 10.00 a.m., London time	Day 23	Meetings of the Holders of the Notes Meetings of the Holders of the Notes to be held at the offices of Davis Polk & Wardwell London LLP at 5 Aldermanbury Square, London EC2V 7HR.
As soon as reasonably practicable after the Meetings, and in any event in accordance with the Trust Deeds	Day 23	Announcement of Results of the Meetings Announcement of the results of the Meetings delivered to the Clearing Systems for communication to the Direct Participants and published through the RNS and OAM.
Within 90 days of the transfer of the listing of the Notes.		Execution of Potential Guarantee In the event the Consent Solicitations succeed and the Extraordinary Resolutions 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

£450,000,000 2.875% Guaranteed Notes due 2020 (ISIN: XS1141970092);

€600,000,000 Guaranteed Floating Rate Notes due 2020 (ISIN XS1212467911);

€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246);

€850,000,000 1.875% Notes due 2023 (ISIN: XS1141969912);

€500,000,000 2.250% Guaranteed Notes due 2025 (ISIN: XS1321424670);

€1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329);

£300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861);

£300,000,000 4.000% Guaranteed Notes due 2029 (ISIN: XS1141970175); and

€400,000,000 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

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