12th Jan 2006 07:01
British Sky Broadcasting Group PLC12 January 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RECOMMENDED CASH OFFER by LAZARD & CO., LIMITED AND MORGAN STANLEY & CO. LIMITED on behalf of SKY BROADBAND SERVICES LIMITED a wholly-owned subsidiary of BRITISH SKY BROADCASTING GROUP PLC for EASYNET GROUP PLC POSTING OF COMPULSORY ACQUISITION NOTICE AND DE-LISTING Following the announcement on 6 January 2006 that the Offer had been declaredunconditional in all respects, the Offeror announces that, as at 3.00 p.m.(London time) on 11 January 2006, the Offeror has acquired or received validacceptances under the Offer in respect of a total of 115,582,867 Easynet Shares,representing approximately 96.0 per cent. of the existing issued share capitalof Easynet. As valid acceptances of the Offer have been received in respect of more thannine-tenths in value of Easynet Shares to which the Offer relates, the Offerorhas today sent to non-assenting Easynet Shareholders notices implementing theprocedure set out in sections 428 to 430F of the Companies Act 1985 to acquirecompulsorily those Easynet Shares which have not been assented to the Offer. The Offer will remain open for acceptance until further notice and remainssubject to the terms set out in the Offer Document. Application will be made to the UKLA for the cancellation of the listing of theEasynet Shares on the Official List and to the London Stock Exchange for thecancellation of the admission to trading of the Easynet Shares on the LondonStock Exchange's market for listed securities, in each case to take effect on 9February 2006, which is 20 business days following the date of thisannouncement. All terms defined in the Offer Document have the same meaning in thisannouncement, unless the context requires otherwise. ENQUIRIES Capita Registrars+44 (0)20 8639 2131 FURTHER INFORMATION For further information on BSkyB and Easynet, please see www.sky.com andwww.easynet.com, respectively. This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. The Offer is being made solely by the OfferDocument and the Form of Acceptance, which contain the full terms and conditionsof the Offer, including details of how the Offer may be accepted. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions in which theyare located. Such persons should inform themselves about, and observe, anyapplicable legal or regulatory requirements. Unless permitted by applicable law and regulation, the Offer is not being, andwill not be, made, directly or indirectly, in or into, or by the use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone or e-mail) of interstate or foreigncommerce of, or by any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinthe United States, Canada, Australia or Japan. Accordingly, copies of thisannouncement and any other documents related to the Offer are not being, andmust not be, directly or indirectly, mailed or otherwise forwarded, distributedor sent in, into or from the United States, Canada, Australia or Japan, andpersons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise distribute or send such documents in, into or fromsuch jurisdictions as doing so may invalidate any purported acceptance of theOffer. Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively as joint financial adviser to BSkyBand the Offeror and no one else in connection with the Offer and thisannouncement and will not be responsible to anyone other than BSkyB and theOfferor for providing the protections afforded to clients of Lazard nor forproviding advice in connection with the Offer or this announcement or any matterreferred to herein. Morgan Stanley & Co. Limited is acting for BSkyB and the Offeror and no one elsein connection with the Offer and this announcement and will not be responsibleto anyone other than BSkyB and the Offeror for providing the protectionsafforded to clients of Morgan Stanley & Co. Limited, nor for providing advice inconnection with the Offer or this announcement or any matter referred to herein. Deutsche Bank AG London, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively as joint corporatebroker to BSkyB and the Offeror and no one else in connection with the Offer andthis announcement and will not be responsible to anyone other than BSkyB and theOfferor for providing the protections afforded to clients of Deutsche Bank AGLondon nor for providing advice in connection with the Offer or thisannouncement or any matter referred to herein. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as jointcorporate broker to BSkyB and the Offeror and no one else in connection with theOffer and this announcement and will not be responsible to anyone other thanBSkyB and the Offeror for providing the protections afforded to clients ofGoldman Sachs International nor for providing advice in connection with theOffer or this announcement or any matter referred to herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sky