TIDMSKY
RNS Number : 4978R
Twenty-First Century Fox Inc
09 December 2016
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER
WILL BE MADE
21st Century Fox possible offer for Sky plc
New York, NY, December 09, 2016 - Twenty-First Century Fox, Inc.
("21st Century Fox") notes the announcement made today by Sky plc
("Sky") and confirms that it has reached an agreement in principle
in relation to a possible offer (the "Possible Offer") to acquire
all of the outstanding shares in Sky it does not already own at a
price of GBP10.75 per share payable in cash less the value of any
dividends subsequently paid by Sky. However, certain material offer
terms remain under discussion and the Possible Offer may or may not
lead to an offer being made by 21st Century Fox.
The Independent Directors of Sky have indicated to 21st Century
Fox that they are willing to recommend the Possible Offer, subject
to reaching agreement on the other terms and conditions of any
offer.
In the past several years, 21st Century Fox has consistently
stated that its existing 39.1% stake in Sky is not a natural end
position. A proposed transaction between 21st Century Fox and Sky
would bring together 21st Century Fox's global content business
with Sky's world-class direct-to-consumer capabilities, which have
made it the number one premium pay-TV provider in all its markets.
It would also enhance Sky's leading position in entertainment and
sport, and reinforce the U.K.'s standing as a top global hub for
content generation and technological innovation.
There can be no certainty that any offer or transaction will
proceed.
In accordance with Rule 2.6(a) of the Code, 21st Century Fox is
required, by not later than 5.00 p.m. on January 06, 2017, to
either announce a firm intention to make an offer for Sky in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
About 21st Century Fox
21st Century Fox is the world's 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% ownership
interest in Endemol Shine Group. The Company also holds a 39.1%
ownership interest in 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.
Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Factors that could affect future results are contained in
our filings with the Securities and Exchange Commission. There can
be no assurance that the proposed transaction will be completed as
anticipated or at all. The "forward-looking statements" included in
this document are made only as of the date of this document and we
do not have any obligation to publicly update any "forward-looking
statements" to reflect subsequent events or circumstances, except
as required by law.
###
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on 21st
Century Fox's website at https://www.21cf.com/news/press-releases.
The content of this website is not incorporated into, and does not
form part of, this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, whether pursuant to this
announcement or otherwise. This is an announcement of a possible
offer under Rule 2.4 of the Code and does not amount to an
announcement of a firm intention to make an offer under Rule 2.7 of
the Code or to proceed with any transaction.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and, therefore, persons into whose possession this announcement
comes should inform themselves about, and observe, such
restrictions. Any failure to comply which such restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Contact details
Investor Contact:
Reed Nolte, + 1 212-852-7092, rnolte@21cf.com
Mike Petrie, + 1 212-852-7130, mpetrie@21cf.com
Media Contacts:
Nathaniel Brown, + 1 212-852-7746, nbrown@21cf.com
Miranda Higham, + 44 207-019-5632, mhigham@21cf.com
Brunswick London: +44 (0) 20 7404 5959
Jonathan Glass, Andrew Porter
Brunswick US: +1 212 333 3810
Justin Dini, Laurie Hays
http://www.rns-pdf.londonstockexchange.com/rns/4978R_-2016-12-9.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBLBDDIUGBGLC
(END) Dow Jones Newswires
December 09, 2016 12:19 ET (17:19 GMT)
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