19th Mar 2015 07:00
IMPORTANT NOTICE TO NOTEHOLDERS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.
€1,500,000,000 1.500 per cent. Guaranteed Notes due 2021 (ISIN: XS1109741246)
€1,000,000,000 2.500 per cent. Guaranteed Notes due 2026 (ISIN: XS1109741329)
€850,000,000 1.875 per cent. Guaranteed Notes due 2023 (ISIN: XS1141969912)
£450,000,000 2.875 per cent. Guaranteed Notes due 2020 (ISIN: XS1141970092)
£300,000,000 4.000 per cent. Guaranteed Notes due 2029 (ISIN: XS1141970175)
€400,000,000 2.750 per cent. Guaranteed Notes due 2029 (ISIN: XS1143502901)
(together the "Notes")
issued by Sky plc (formerly known as British Sky Broadcasting Group plc) and guaranteed by, amongst others, Sky In-Home Service Limited under the £10,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme")
This notice is delivered to you in respect of the Programme constituted by the Trust Deed dated 5 September 2014 (the "Trust Deed") and made between Sky Group Finance UK plc (formerly known as BSkyB Finance UK plc) ("Sky Finance") and Sky plc (formerly known as British Sky Broadcasting Group plc) ("Sky") as issuers, Sky Finance, Sky, Sky UK Limited (formerly known as British Sky Broadcasting Limited) ("Sky UK"), Sky Subscribers Services Limited and Sky In-Home Service Limited ("Sky In-Home") (together, the "Initial Guarantors") and BNY Mellon Corporate Trustee Services Limited (the "Trustee"). All words and expressions defined in the Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.
Pursuant to Clause 5.10 of the Trust Deed, Sky In-Home has been fully and unconditionally released from all obligations under its guarantees of Indebtedness for money borrowed in excess of £50,000,000 and accordingly that Sky In-Home is deemed to be released from all obligations under its guarantee of the outstanding Notes (the "Release").
In addition, as a result of Sky Telecommunications Services Limited ("STSL") guaranteeing other Indebtedness for borrowed money in excess of £50,000,000, in accordance with Clause 5.9 of the Trust Deed, Sky has procured the accession of STSL as a guarantor in respect of the Notes (the "Accession").
To record the Release and the Accession, the relevant parties have entered into a supplemental trust deed (the "Supplemental Trust Deed") dated 18 March 2015 to the Trust Deed and entered into a supplemental agency agreement (the "Supplemental Agency Agreement") dated 18 March 2015 to the Agency Agreement dated 5 September 2015 originally entered into between, amongst others, Sky, Sky Finance, Sky In-Home, the Trustee and The Bank of New York Mellon, acting through its London branch.
Copies of the Supplemental Trust Deed and the Supplemental Agency Agreement are available for inspection at the office of Sky and each of the Paying Agents.
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