28th Dec 2016 13:56
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
Amendment to include Supplemental Form 8 (OPD)
1. KEY INFORMATION
(a) Full name of discloser: | Twenty-First Century Fox, Inc. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Sky plc |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 22 December 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | NO
|
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 50p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 672,783,139 | 39.14 | 0 | 0 |
(2) Cash-settled derivatives:
| 0 | 0 | 0 | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 672,783,139 | 39.14 | 0 | 0 |
All interests and all short positions should be disclosed.
Twenty-First Century Fox, Inc. and Sky are parties to an agreement dated 21 September, 2005 pursuant to which Twenty-First Century Fox, Inc. and its connected parties have undertaken not to vote more than 37.19% of the issued share capital of Sky at general meetings of Sky, other than in certain specified circumstances. Notwithstanding the voting restrictions, the 672,783,139 ordinary shares in Sky held by Twenty-First Century Fox, Inc. represent 39.14% of the share capital of Sky.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||
Deutsche Bank Asset Management:
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 23 December 2016 |
| Contact name: | Janet Nova |
| Telephone number: | 212-852-7724
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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | Twenty-First Century Fox, Inc. |
Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | Sky plc |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
J.P. Morgan Structured Products B.V.:
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit (GBP) | Type e.g. American, European etc. | Expiry date |
Ordinary Share | Equity Linked Note* | Purchased | 43,948 | 7.9639 | American | 03/03/2017 |
Ordinary Share | Equity Linked Note* | Written | 43,948 | 7.9639 | American | 03/03/2017 |
\* This instrument is physically settled, and the interest in shares has been calculated as the maximum number of Sky plc shares that the J.P. Morgan Structured Products B.V. could be obliged to buy or sell at the exercise price.
J.P. Morgan Whitefriars Inc.:
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit (GBP) | Type e.g. American, European etc. | Expiry date |
Ordinary Share | Fixed Coupon Note* | Written | 38,690 | 7.7540 | American | 15/06/2017 |
Ordinary Share | Equity Linked Note* | Written | 43,948 | 7.9639 | American | 03/03/2017 |
Ordinary Share | Physically-settled Forward | Purchased | 490,472 | 8.4700 | European | 13/01/2017 |
\* These instruments are physically-settled, and the interests in shares have been calculated as the maximum numbers of Sky plc shares that the J.P. Morgan Whitefriars Inc. could be obliged to sell at the exercise price.
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood: |
None
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
Sky