12th Oct 2018 15:02
Sky plc(the "Company)
12 October 2018
Further to the announcement on 9 October 2018 that the cash offer made by Comcast Corporation ("Comcast") of £17.28 per share for the entire issued and to be issued share capital of Sky plc (the "Offer") has been declared wholly unconditional, the Company has been notified of the following dealings in Sky shares by the Directors pursuant to the Offer. In total over 13,000 Sky employees who participate in Sky Share Plans will benefit from the Offer as their share options vest.
1. The Directors have sold their holding of ordinary shares to Comcast pursuant to the Offer for £17.28 as set out below:
Director | Number of shares |
Jeremy Darroch | 775,772 |
Andrew Griffith | 214,278 |
Adine Grate | 29,394 |
Matthieu Pigasse | 9,275 |
Tracy Clarke* | 5,138 |
Martin Gilbert* | 9,263 |
Andrew Sukawaty* | 5,817 |
* Tracy Clarke, Martin Gilbert and Andrew Sukawaty resigned from the Board on 9 October 2018.
2. Jeremy Darroch and Andrew Griffith (the "Executive Directors") have exercised awards in respect of all Sky share schemes in which they participate:
a. in respect of Long Term Incentive Plan and Co-Investment Plan awards they will receive a cash payment with equivalent value to the shares in respect of which their awards vested, in the same manner as other UK participants in the Long Term Incentive Plan and Co-Investment Plan; and
b. in respect of Sharesave, the Executive Directors have accepted the Offer and sold the resulting shares received on exercise to Comcast for £17.28 in the same manner as other UK Sharesave participants.
Details of their awards are set out below:
Director | Plan | Grant date | Total number of shares vesting | Exercise price |
Jeremy Darroch | Long Term Incentive Plani | 29/07/2016 | 450,600 | Nil |
27/07/2017 | 450,600 | Nil | ||
27/07/2018 | 55,260 | Nil | ||
Co-Investment Plan | 01/09/2014 | 141,824 | Nil | |
28/08/2015 | 132,307 | Nil | ||
31/08/2016i | 133,649 | Nil | ||
01/09/2017i | 64,490 | Nil | ||
28/08/2018i | 8,575 | Nil | ||
Sharesaveii | 30/09/2014 | 1,588 | £7.08 | |
Andrew Griffith | Long Term Incentive Plani | 29/07/2016 | 262,850 | Nil |
27/07/2017 | 262,850 | Nil | ||
27/07/2018 | 32,235 | Nil | ||
Co-Investment Plan | 01/09/2014 | 66,672 | Nil | |
28/08/2015 | 62,475 | Nil | ||
31/08/2016i | 63,109 | Nil | ||
01/09/2017i | 30,452 | Nil | ||
28/08/2018i | 4,049 | Nil | ||
Sharesaveii, iii | 01/12/2017 | 299 | £7.52 |
Notes:
i. The number of shares that vested on the Offer going wholly unconditional was subject to time pro-ration from the start of the performance period to 9 October 2018, the date the Offer went wholly unconditional. Withholding for tax will be operated on the cash payments received by the Executive Directors. This is the same treatment for all UK participants in the Long Term Incentive Plan and Co-Investment Plan.
ii. The number of shares that vested on the Offer going wholly unconditional was dependent on the extent of the Executive Directors' accumulated savings at the date of exercise. In accordance with the proposals under the Offer, Sky will make an additional payment equal to the difference between £17.28 per share and the exercise price per share multiplied by the proportion of Sky shares which lapse. This payment will be subject to income tax and NI deductions. This is the same treatment for all UK participants in the Sharesave Schemes.
iii. The consideration payable by Comcast to Andrew Griffith for shares received on the exercise of his Sharesave option granted in 2017 will be subject to deductions for income tax. This is the same treatment for all UK participants in the 2017 Sharesave.
3. Following the above transactions, the Directors have no remaining interests in Sky shares.
4. The Company's Sharesave Scheme is operated in the UK, Ireland, Germany, Austria and Italy and over 13,000 employees participate. Employees have exercised options at discounted option prices between £6.08 - £8.17 per share in connection with the Offer, making a gain on the difference between the option price and the £17.28 Offer price.
For further information please contact:
Analysts/Investors
Robert Kingston +44 20 7032 3726
Media
Gavin Davis +44 20 7032 7115
The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Jeremy Darroch | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Executive Officer | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924 | ||||
b)
| Nature of the transaction
| Exercise and cash settlement at £17.28 per share of pro-rated awards under the Long Term Incentive Plan pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Exercise and cash settlement at £17.28 per share of pro-rated awards under the Co-Investment Plan pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Exercise of options under the Sharesave Scheme pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares resulting from exercise of Sharesave options
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-12 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Andrew Griffith | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Operating Officer & Chief Financial Officer | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Exercise and cash settlement at £17.28 per share of pro-rated awards under the Long Term Incentive Plan pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Exercise and cash settlement at £17.28 per share of pro-rated awards under the Co-Investment Plan pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Exercise of options under the Sharesave Scheme pursuant to the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-11 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast.
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares resulting from exercise of Sharesave options
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-12 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Adine Grate | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Independent Non-Executive Director | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Matthieu Pigasse | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Independent Non-Executive Director | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Tracy Clarke | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Independent Non-Executive Director | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Martin Gilbert | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Deputy Chairman, Independent Non-Executive Director | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Andrew Sukawaty | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Senior Independent Non-Executive Director | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Sky plc | ||||
b)
| LEI
| 2138003TS48MQKF4BZ29 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument
Identification code
| Ordinary Shares of 50 pence each in Sky plc
ISIN: GB0001411924
| ||||
b)
| Nature of the transaction
| Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information - Aggregated volume - Price | n/a | ||||
e)
| Date of the transaction
| 2018-10-09 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
Related Shares:
Sky