TIDM55AD TIDM49EN
RNS Number : 0854W
Sky Limited
12 April 2019
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 RESULTS OF MEETINGS IN RESPECT OF CERTAIN
SECURITIES
12 April 2019
Sky Limited (the "Issuer") announces today the results of the
meetings held on 12 April 2019 for holders of the Notes to vote in
respect of the Extraordinary Resolutions as set out in the Consent
Solicitation Memorandum dated 21 March 2019 (the "Consent
Solicitation Memorandum").
Capitalised terms used but not defined in this announcement have
the same meanings given to them in the Notice of Meeting dated 21
March 2019 (the "Notice of Meeting") and/or the Trust Deeds.
Notice is hereby given to the holders of the Notes that at the
relevant Meeting of holders of each series of the Notes convened by
the Notice of Meeting and held at the offices of Davis Polk &
Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United
Kingdom, on 12 April 2019:
a) the relevant Meeting was either quorate or not quorate (as specified in the table below); and
b) the relevant Extraordinary Resolutions detailed in the Notice
of Meeting were duly passed or not passed (as specified in the
table below).
ISIN Issuer Description of Security Quorum requirement met? Extraordinary Resolutions
passed?
------------- ------------ ------------------------------ ------------------------ -------------------------------
XS1141970092 Sky Limited GBP450,000,000 2.875%
Guaranteed Notes due 2020 No No
XS1212467911 Sky Limited EUR600,000,000 Guaranteed
Floating Rate Notes due 2020 No No
XS1109741246 Sky Limited EUR1,500,000,000 1.500%
Guaranteed Notes due 2021 No No
XS1141969912 Sky Limited EUR850,000,000 1.875% Notes
due 2023 No No
XS1321424670 Sky Limited EUR500,000,000 2.250%
Guaranteed Notes due 2025 No No
XS1109741329 Sky Limited EUR1,000,000,000 2.500%
Guaranteed Notes due 2026 No No
XS0301676861 Sky Limited GBP300,000,000 6.000%
Guaranteed Notes due 2027 Yes Yes
XS1141970175 Sky Limited GBP300,000,000 4.000%
Guaranteed Notes due 2029 Yes Yes
XS1143502901 Sky Limited EUR400,000,000 2.750%
Guaranteed Notes due 2029 Yes Yes
As further described in the Consent Solicitation Memorandum, 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 quorum
required for, and the requisite majority of votes cast at, the
relevant Meeting being satisfied solely by the participation of the
relevant Eligible Holders, without taking into consideration the
relevant Ineligible Holders, and irrespective of any participation
at the Meeting by such Ineligible Holders; (iii) the Extraordinary
Resolution having been passed in relation to all three series of
the Main Market Notes and (iv) the General Conditions having been
satisfied or waived.
While substantially all of the consents received as of the
Expiration Deadline for each series of the Notes were in favour of
the Extraordinary Resolutions, the quorum required for certain
series of the Notes was not achieved when the relevant Meeting was
convened, thereby necessitating an adjourned meeting in respect of
each of these series of Notes.
Adjourned Meetings
In respect of each series of Notes where the quorum requirements
were not met at the relevant Meetings (as specified in the table
above), such Meetings will be adjourned to 26 April 2019 in
accordance with a notice of adjourned meeting to be delivered to
holders of such series of Notes via Euroclear and Clearstream,
Luxembourg on 12 April 2019.
Consent Instructions validly submitted in accordance with the
procedures set out in the Consent Solicitation Memorandum shall
remain valid for the relevant adjourned Meeting.
Consent Instructions
Consent Instructions may be submitted in respect of those series
of Notes for which an adjourned Meeting is convened until 10 a.m.
on 24 April 2019. Consent Instructions that have already been
submitted in respect of such Notes and not revoked shall remain
valid at the relevant adjourned Meeting.
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
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
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.
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
ROMKMGMDZZZGLZM
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April 12, 2019 08:57 ET (12:57 GMT)
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