31st Jul 2007 07:02
British Sky Broadcasting Group PLC31 July 2007 Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction RECOMMENDED CASH OFFER by SKY DIGITAL SUPPLIES LIMITED a wholly-owned subsidiary of BRITISH SKY BROADCASTING GROUP PLC for AMSTRAD PLC Summary • The Boards of Sky and Amstrad are pleased to announce thatthey have agreed the terms of a recommended cash offer to be made by Sky DigitalSupplies, a wholly-owned subsidiary of Sky, for the entire issued and to beissued share capital of Amstrad. • The Offer is 150 pence in cash for each Amstrad Share,valuing the entire issued share capital of Amstrad at approximately £125.0million. • The Offer represents a premium of approximately 23.7 percent. to the Closing Price of 121.25 pence for each Amstrad Share on 30 July2007, the last business day prior to the date of this announcement. • A Loan Note Alternative is being made available to AmstradShareholders (other than Restricted Overseas Persons) who validly accept theOffer on the basis of £1 in nominal value of Loan Notes for each £1 of cashconsideration. The Amstrad Directors, who have been so advised by Rothschild, consider theterms of the Offer to be fair and reasonable and unanimously recommend thatAmstrad Shareholders accept the Offer, as the Amstrad Directors have irrevocablyundertaken to do (or procure to be done) in respect of their own beneficialinterests and holdings (including, in respect of Sir Alan Sugar, those AmstradShares held by Amshold Limited, a company controlled by Sir Alan) representingapproximately 27.9 per cent. of the issued share capital of Amstrad. Inproviding advice to the Amstrad Directors, Rothschild has taken into account thecommercial assessments of the Amstrad Directors. Sky has received irrevocable undertakings to accept (or procure the acceptanceof) the Offer from the Amstrad Directors, as well as irrevocable undertakingsand a letter of intent from certain other Amstrad Shareholders, in respect of,in aggregate, 37,306,097 Amstrad Shares, representing approximately 44.8 percent. of the issued share capital of Amstrad. In its capacity as a major supplier to the Sky Group, Amstrad currently designsand develops set-top boxes to the Sky Group's specification and then contractsout the manufacturing to specialists in electronics manufacturing services(EMS). In the financial year ended 30 June 2007, Amstrad supplied approximately30 per cent. of the set-top boxes purchased by the Sky Group and Sky believesthat the Sky Group accounted for approximately 75 per cent. of Amstrad'srevenues. The acquisition of Amstrad will provide Sky with an in-house design anddevelopment capability, which Sky believes will deliver significant operationaland financial benefits and enable the Sky Group to source some of its productsdirectly from specialist electronics manufacturers. The acquisition of Amstradwill provide the Sky Group with: • an in-house product design and development capability,creating significant potential cost savings and facilitating enhanced futuretechnological innovation; • an ability to accelerate the development of new and moreinnovative products for customers; • greater control over product design and technicalspecification and enhanced flexibility to deliver continual improvement inproduct quality; • a significant reduction in procurement costs within itssupply chain as margin currently generated by Amstrad on the supply of equipmentto the Sky Group will be retained within the Sky business; and • an expected enhancement to the Sky Group's earnings withinthe current financial year.1 1 This statement does not constitute a profit forecast and should not beinterpreted to mean that earnings per share for the financial year ending 30June 2008 or any subsequent financial period will necessarily be greater thanthose for any preceding financial period. The Offer Document and the Form of Acceptance will be posted to AmstradShareholders (and, for information only, to Amstrad Optionholders) today.Copies of the Offer Document and the Form of Acceptance will be available fromCapita Registrars at Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU and from Merrill Lynch at Merrill Lynch FinancialCentre, 2 King Edward Street, London EC1A 1HQ. Commenting on the Offer, Sky's Chief Executive Officer, James Murdoch, said: "Sky and Amstrad have had a long and positive relationship. The acquisitionaccelerates supply chain improvement and will help us to drive innovation andefficiency for the benefit of our customers." Commenting on the Offer, Amstrad's Chairman and Chief Executive, Sir Alan Sugar,said: "Amstrad has worked closely with Sky for many years and I cannot imagine abetter home for the Amstrad business and its talented people. Our companiesshare the entrepreneurial spirit of bringing innovation to the largest number ofcustomers. Sky is a great British success story. I'm proud to have worked soclosely with it, and I look forward to continuing to play a part in thisexciting business." Enquiries Sky Analysts / Investors:Andrew Griffith+44 (0) 20 7705 3000Robert Kingston+44 (0) 20 7705 3000 Press: Robert Fraser+44 (0) 20 7705 3000 Merrill Lynch(Financial adviser to Sky) Mark Astaire+44 (0) 20 7628 1000Simon Gorringe+44 (0) 20 7628 1000 Amstrad Martin Bland+44 (0) 1277 228888 Frank PR(Public relations adviser to Amstrad) Graham Goodkind+44 (0) 20 7693 6966 Rothschild(Financial adviser to Amstrad) Robert Leitao+44 (0) 20 7280 5000 Rule 2.10 In accordance with Rule 2.10 of the Code, Amstrad confirms that it has83,315,826 ordinary shares of 10 pence each in issue and admitted to trading onthe London Stock Exchange. The ISIN code for these securities is GB0000953850. Further information This summary should be read in conjunction with the full text of the followingannouncement. Terms used in this summary shall have the meaning given to themin the full announcement. The conditions to which the Offer will be subject are set out in Appendix 1 tothis announcement. Appendix 3 to this announcement contains definitions ofcertain expressions used in this announcement. For further information on Sky and Amstrad, please see www.sky.com andwww.amstrad.com, respectively. This announcement does not constitute, or form part of, an offer or solicitationof any offer to sell or an invitation to purchase any securities or thesolicitation of an offer to buy any securities, pursuant to the Offer orotherwise. The Offer will be made solely by the Offer Document and the Form ofAcceptance, which contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Any acceptance or other response tothe Offer should be made on the basis of the information in the Offer Documentand the Form of Acceptance. 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. Persons who are not resident in the United Kingdom should informthemselves about, and observe, any applicable legal or regulatory requirements. The release, publication or distribution of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves about, and observe, any applicable requirements. Any failure tocomply with the applicable requirements may constitute a violation of thesecurities laws of any such jurisdiction. This announcement has been preparedfor the purpose of complying with English law and the Code and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of jurisdictionsoutside the UK. Any person (including, without limitation, any custodian, nominee or trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or the Offer Document and/or anyother related document to any jurisdiction outside the UK should informthemselves of, and observe, any applicable legal or regulatory requirements oftheir jurisdiction. Further details in relation to overseas shareholders are contained in the OfferDocument. The Loan Notes will not be listed on any stock exchange and have not been, andwill not be, registered under the United States Securities Act of 1933, asamended, or under any relevant securities laws of any state of the United Statesand the relevant clearances have not been, and will not be, obtained from theregulatory authority of any province or territory of Canada. In addition, noprospectus in relation to the Loan Notes has been, or will be, lodged with orregistered by the Australian Securities and Investments Commission and no stepshave been, nor will be, taken to enable the Loan Notes to be offered incompliance with the applicable securities laws of Japan, New Zealand or anyother country or jurisdiction outside the United Kingdom. The Loan Notes willnot be offered, sold, resold, delivered or distributed, directly or indirectly,in or into the United States, Canada, Australia, New Zealand or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawsin such jurisdiction. This announcement contains certain forward-looking statements, includingstatements regarding the Sky Group's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occurin the future and are subject to risks, uncertainties and assumptions. Thereare a number of factors which could cause actual results and developments todiffer materially from those expressed or implied by such forward-lookingstatements including, among others, the enactment of legislation or regulationthat may impose costs or restrict activities; the re-negotiation of contracts orlicences; fluctuations in demand and pricing in the media industry; fluctuationsin exchange controls; changes in government policy and taxations; industrialdisputes; war and terrorism. Information on some risks and uncertainties aredescribed in the "Risk Factors" section of Sky's Annual Report for the yearended 30 June 2007. Copies of the Annual Report are available on request fromSky or from Sky's web page at www.sky.com/corporate. These forward-lookingstatements speak only as at the date of this announcement. Rule 8 disclosures Under the provisions of Rule 8.3 of the Code, if any person is or becomes"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Amstrad, all "dealings" in any "relevant securities" ofAmstrad by such person (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Amstrad, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all dealings in "relevantsecurities" of Amstrad, by Sky Digital Supplies or Amstrad, or by any of theirrespective "associates" (within the meaning of the Code), must be disclosed byno later than 12.00 noon (London time) on the business day following the date ofthe relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 72367013). Merrill Lynch is acting exclusively as financial adviser to Sky and Sky DigitalSupplies and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Sky and Sky Digital Supplies forproviding the protections afforded to clients of Merrill Lynch, nor forproviding advice in connection with the Offer or this announcement or any matterreferred to in this announcement. Rothschild is acting exclusively as financial adviser to Amstrad and no one elsein connection with the Offer and this announcement and will not be responsibleto anyone other than Amstrad for providing the protections afforded to clientsof Rothschild, nor for providing advice in connection with the Offer or thisannouncement or any matter referred to in this announcement. Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction RECOMMENDED CASH OFFER by SKY DIGITAL SUPPLIES LIMITED a wholly-owned subsidiary of BRITISH SKY BROADCASTING GROUP PLC for AMSTRAD PLC 1. Introduction The Boards of Sky and Amstrad are pleased to announce that they have agreed theterms of a recommended cash offer to be made by Sky Digital Supplies, awholly-owned subsidiary of Sky, for the entire issued and to be issued sharecapital of Amstrad. 2. The Offer The Offer, which is on the terms and conditions set out in Appendix 1 to thisannouncement and is subject to the further terms set out in the Offer Documentand the Form of Acceptance, is being made on the following basis: for each Amstrad Share 150 pence in cash The Offer values the entire issued share capital of Amstrad at approximately£125.0 million and represents a premium of approximately 23.7 per cent. to theClosing Price of 121.25 pence for each Amstrad Share on 30 July 2007, the lastbusiness day prior to the date of this announcement. The Offer includes a Loan Note Alternative which is being made available toAmstrad Shareholders (other than Restricted Overseas Persons) who validly acceptthe Offer on the basis of £1 in nominal value of Loan Notes for each £1 of cashconsideration. The Amstrad Shares to be acquired pursuant to the Offer will be acquired fullypaid and free from all liens, equities, charges, encumbrances, rights ofpre-emption and any other third party rights or interests whatsoever andtogether with all rights now or hereafter attaching thereto, including votingrights and, without limitation, the right to receive and retain in full alldividends and other distributions (if any) declared, made or paid on or afterthe date of this announcement. 3. The Loan Note Alternative As an alternative to all or part of the cash consideration to which they wouldotherwise be entitled under the Offer, Amstrad Shareholders (other thanRestricted Overseas Persons) who validly accept the Offer will be entitled toelect to receive Loan Notes to be issued by Sky Digital Supplies on thefollowing basis: for each £1 of cash consideration £1 in nominal value of Loan Notes The Loan Notes will be issued by Sky Digital Supplies, credited as fully paid,in amounts and multiples of £1 in nominal value. The Loan Notes will constitutedirect, unsecured and unsubordinated obligations of Sky Digital Supplies andwill be guaranteed as to the payment of principal (but not any interest payableon the principal) by The Royal Bank of Scotland plc until 30 September 2012 and,subsequently, by Sky. Entitlements to Loan Notes will be rounded down to thenearest pound and the balance of the consideration will be disregarded and notpaid. The Loan Notes will not be transferable (other than by a noteholder to aspouse/civil partner, parent, child, certain family members or a family trust ofany of them or by way of security to a bank or financial institution) and noapplication will be made for them to be listed on, or dealt on, any stockexchange or other trading facility. Unless Sky Digital Supplies otherwise determines, no Loan Notes will be issuedunless, by the time the Offer becomes or is declared unconditional in allrespects, valid elections for the Loan Note Alternative have been received whichwill result in the issue of at least £5 million in nominal value of Loan Notes.If insufficient elections are received, Amstrad Shareholders who have validlyaccepted the Offer and who elect for the Loan Note Alternative will, instead,receive cash in accordance with the terms of the Offer. Subject to this, the Loan Note Alternative will remain open for acceptance forso long as the Offer remains open for acceptance. The Loan Note Alternative isconditional on the Offer becoming or being declared unconditional in allrespects. The Loan Notes will bear interest from the date of issue, payable in arrears(less any applicable tax), in half-yearly instalments on 31 March and 30September in each year. For the period from the date of issue of the Loan Notesuntil 29 September 2012, interest will be payable at a rate equal to one percent. per annum below LIBOR and, subsequently, at a rate of 0.5 per cent. perannum below LIBOR, in each case to be determined on the first business day ofeach interest period. The first interest period will be in respect of theperiod commencing on the issue of a Loan Note up to (but excluding) 31 March2008. Holders of the Loan Notes will have the option to redeem all or any part (being£500 in nominal value or any integral multiple thereof or, to the extent that itis less than £500, any outstanding balance) of their Loan Notes on six months'notice, commencing on 31 March 2008 (provided that date is at least six monthsafter issue of the Loan Notes) and thereafter at half-yearly intervals on 31March and 30 September each year. If at any time the aggregate principal valueof all outstanding Loan Notes that have not been repaid, purchased or cancelledis less than £5 million, the Loan Notes may be redeemed by Sky Digital Supplieson not less than 30 days' written notice provided that the Loan Notes which areto be so redeemed have been in issue for more than six months. If not previously redeemed, all outstanding Loan Notes will be redeemed on 30September 2017. The Loan Notes will not be listed on any stock exchange and have not been, andwill not be, registered under the United States Securities Act of 1933, asamended, or under any relevant securities laws of any state of the United Statesand the relevant clearances have not been, and will not be, obtained from theregulatory authority of any province or territory of Canada. In addition, noprospectus in relation to the Loan Notes has been, or will be, lodged with orregistered by the Australian Securities and Investments Commission and no stepshave been, nor will be, taken to enable the Loan Notes to be offered incompliance with the applicable securities laws of Japan, New Zealand or anyother country or jurisdiction outside the United Kingdom. The Loan Notes willnot be offered, sold, resold, delivered or distributed, directly or indirectly,in or into the United States, Canada, Australia, New Zealand or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawsin such jurisdiction. An application for clearance in respect of the Loan Notes will be made to HMRevenue & Customs by Amstrad under section 138 of the Taxation of ChargeableGains Act 1992. Neither the Offer nor the Loan Note Alternative are conditionalon such clearance being obtained. Merrill Lynch has advised that, based on market conditions on 27 July 2007(being the latest practicable date prior to this announcement), in its opinionthe value of the Loan Notes (if the Loan Notes had then been in issue) wouldhave been not less than 99 pence for each £1 of nominal value. Further details of the terms of the Loan Notes are contained in the OfferDocument. 4. Recommendation The Amstrad Directors, who have been so advised by Rothschild, consider theterms of the Offer to be fair and reasonable and unanimously recommend thatAmstrad Shareholders accept the Offer, as the Amstrad Directors have irrevocablyundertaken to do (or procure to be done) in respect of their own beneficialinterests and holdings (including, in respect of Sir Alan Sugar, those AmstradShares held by Amshold Limited, a company controlled by Sir Alan). In providingadvice to the Amstrad Directors, Rothschild has taken into account thecommercial assessments of the Amstrad Directors. 5. Irrevocable undertakings and letter of intent Sky has received irrevocable undertakings to accept (or procure the acceptanceof) the Offer from the Amstrad Directors in respect of their beneficialshareholdings (including, in respect of Sir Alan Sugar, those Amstrad Sharesheld by Amshold Limited, a company controlled by Sir Alan) amounting to, inaggregate, 23,228,887 Amstrad Shares, representing approximately 27.9 per cent.of the issued share capital of Amstrad. Sky has also received an irrevocable undertaking and a letter of intent toaccept (or procure the acceptance of) the Offer from certain other AmstradShareholders in respect of, in aggregate, 14,077,210 Amstrad Shares,representing approximately 16.9 per cent. of the issued share capital ofAmstrad. Accordingly, Sky has received irrevocable undertakings and a letter of intent toaccept (or procure the acceptance of) the Offer in respect of, in aggregate,37,306,097 Amstrad Shares, representing approximately 44.8 per cent. of theissued share capital of Amstrad. Further details of the irrevocable undertakings and the letter of intent are setout in Appendix 2 to this announcement. 6. Background to and reasons for recommending the Offer Amstrad's main activity is the design development, marketing and distribution ofsatellite, telecommunications and other consumer electronic products. Over thecourse of its history, Amstrad has sold a wide range of products includingtelephones, audio equipment, satellite receivers and televisions. Amstrad hascontinuously adapted its product range and expertise and sought out new productsand services to maximise margins as these markets have come under pricingpressure from low-cost producers in the Far East. Amstrad's current activitiescomprise: Satellite set-top receivers In 1997, through Sir Alan Sugar's longstanding personal relationship with Sky,Amstrad entered the contract manufacturing business with its first Sky satellitereceiver contract. This was the result of Amstrad's decision to move away fromretail sales of mass market consumer electronic products, with their decliningmargins, and concentrate instead on products for non-retail trade customers.These customers require bespoke electronic products for their businesses,allowing Amstrad to concentrate on efficient design development and low-costmanufacturing for a small number of high volume contracts. The development of bespoke digital set-top boxes is time-consuming and requireshighly skilled personnel and therefore the potential order volume and margin hasto be carefully considered before embarking on any new contract. While thereare many potential markets and customers, Amstrad has been rigorous in applyingthese criteria in order to avoid taking on contracts which are, ultimately,unlikely to prove profitable. As a result, Amstrad currently designs, develops and sells standard definitionand/or high definition set-top boxes and PVR set-top boxes to only two majorsatellite broadcaster customers, Sky and Sky Italia. Despite enjoying goodworking relationships with both of these customers, the Amstrad Directorsrecognise the vulnerability of the reliance on just two customers. E-mailer phone Between 2000 and 2006, Amstrad developed and sold a number of different versionsof the e-mailer phone, a fixed line telephone that provides customers withe-mail and internet access. Amstrad's business model for the product was tosell the phone below cost with a continuing revenue stream derived from usage ofthe phone by the installed base. In the year ended 30 June 2006, as a result ofthe threat from the increasing affordability of home computers, Amstrad made thestrategic decision to cease development and production of the phones and all ofthe Amstrad Group's remaining e-mailer inventory was sold. The e-mailerbusiness since then has comprised solely ongoing usage revenue from theinstalled user base which continues to generate significant, but graduallydeclining, profitable revenue from e-mail, internet access, SMS, downloading ofringtones and advertising. Hong Kong business The primary function of Amstrad's Hong Kong business is to act as a localsupport for the manufacture and administration of the delivery of other productsfor the Amstrad Group. It also designs, manufactures and sells audio productsto the US and European markets, which generates a marginal profit. Discussions with Sky As a result of their close working relationship with Sky, the Amstrad Directorscame to believe that it would be a logical business step for Sky to take fullin-house control of its future hardware and software development andmanufacturing. Whilst it would take Sky considerable time and expense toacquire the necessary skills in engineering, product development andmanufacturing, if Sky decided to pursue such a strategy, it was clear that thelong-term future of Amstrad could be under threat from the potential loss of itslargest customer, which would be difficult to replace. Consequently, the Amstrad Directors concluded that now is the right time forAmstrad to become a part of a larger organisation and therefore decided toengage in discussions with Sky regarding the significant operational andfinancial opportunity an offer for Amstrad would represent for Sky. The Offer Amstrad Shareholders have, to date, enjoyed increasing annual dividend paymentsover a number of years, as well as the special dividend of 32 pence for eachAmstrad Share that was paid by Amstrad on 8 December 2006. This Offer givesAmstrad Shareholders the opportunity to achieve, in addition, a significantpremium to the current share price of Amstrad. The Amstrad Directors believethis represents excellent value in view of the uncertainty of Amstrad's futureas an independent company, as well as securing the futures of Amstrad's veryloyal and highly skilled staff. Accordingly, the Amstrad Directors have concluded that the terms of the Offerare fair and reasonable and unanimously recommend that Amstrad Shareholdersaccept the Offer, as the Amstrad Directors have irrevocably undertaken to do (orprocure to be done) in respect of their own beneficial interests and holdings(including, in respect of Sir Alan Sugar, those Amstrad Shares held by AmsholdLimited, a company controlled by Sir Alan). 7. Background to and reasons for the Offer The Sky Group currently purchases all of the set-top boxes it supplies to itsDTH customers from third party suppliers such as Amstrad. The suppliers fromwhom the Sky Group currently purchases set-top boxes undertake the design of theproduct to Sky's specification but the suppliers contract out the majority ofthe actual manufacture to companies specialising in electronics manufacturingservices (EMS). The majority of products sourced by the Sky Group have nowreached a level of maturity where Sky believes that sourcing directly from EMSwill be able to deliver it significant financial and operational benefits. Inorder to be able to do this, Sky requires certain new skills to be broughtin-house, and the acquisition of Amstrad will be a significant step in acquiringthese capabilities. Amstrad has been a major supplier to the Sky Group for a number of years and iscurrently supplying both standard Digiboxes and Sky+. In the financial yearended 30 June 2007, Amstrad supplied approximately 30 per cent. of the set-topboxes purchased by the Sky Group and Sky believes that the Sky Group accountedfor approximately 75 per cent. of Amstrad's revenues. Sky believes that theskills and experience that Amstrad possesses provide the most efficientmechanism to implement an EMS strategy. Sky expects that an EMS strategy will significantly reduce procurement costswithin its supply chain, whilst offering the Sky Group the chance to capture themargin currently generated by Amstrad in the supply of set-top boxes to the SkyGroup and from its other business activities. Furthermore, Sky believes that anEMS strategy will give it improved control over product design and specificationand enhanced flexibility to deliver continual improvements in product quality. Sky also believes that Amstrad's software and hardware design and developmentexpertise will enhance the Sky Group's ability to rapidly develop new productsincorporating an even wider range of innovative technologies, thus acceleratingthe delivery to its customers of the next generation of entertainment andcommunications services. It will also give Sky greater control over thedevelopment of products already in the pipeline. Sky expects the acquisition will be earnings enhancing within the currentfinancial year.(1) 8. Information on Sky The Sky Group currently owns, operates, distributes and retails 25 Skytelevision channels including Sky One, Sky Sports, Sky News and Sky Movies (or28 channels including multiplex versions of the Sky television channels, butexcluding simulcast channels and the business channels, Sky Venue and the PubChannel). In addition, the Sky Group currently retails 133 third partytelevision channels to its DTH subscribers and holds equity interests in anumber of joint venture channels. At 30 June 2007, there were approximately 8,582,000 DTH subscribers to the SkyGroup television service, 716,000 Sky Broadband customers and 526,000 Sky Talkcustomers. In its audited accounts for the year ended 30 June 2007, the Sky Group reportedrevenue of £4,551 million (2006: £4,148 million) and profit before taxation of£724 million (2006: £798 million). As at 30 June 2007, the Sky Group had netassets of £47 million. 9. Information on Amstrad Amstrad currently designs, develops and sells standard definition and/orhigh-definition set-top boxes and PVR set-top boxes to two major satellitebroadcaster customers. In addition, Amstrad derives a revenue stream from theongoing usage of its installed e-mailer phone customer base and owns a Hong Kongbusiness which designs, manufactures and sells audio products to the US andEurope. 10. Management and employees Sky attaches great importance to the skills and experience of the existingmanagement and employees of Amstrad and believes that opportunities for themwill be enhanced in the event that the Offer becomes or is declaredunconditional in all respects. Sky has given assurances to Amstrad that the existing employment rights of themanagement and employees of Amstrad will be fully safeguarded upon the Offerbecoming or being declared unconditional in all respects. The Amstrad Directors, other than Sir Alan Sugar, will resign as directors ofAmstrad upon the Offer becoming or being declared unconditional in all respects,although it is intended that all the executive directors (being Sir Alan Sugar,Simon Sugar, Martin Bland, Ian Saward and John Beattie) will continue in theircurrent management positions. Martin Bland will also step down as companysecretary of Amstrad. James Murdoch and Jeremy Darroch will be appointed asdirectors of Amstrad upon the Offer becoming or being declared unconditional inall respects. Sky does not currently anticipate that the Offer, if successful, will have anysignificant adverse impact on its own employees. 11. Amstrad Share Option Scheme The Offer is being extended to any Amstrad Shares which are issued orunconditionally allotted and fully paid (or credited as fully paid) while theOffer remains open for acceptance (or, subject to the Code, by such earlier dateas Sky or Sky Digital Supplies may decide), including Amstrad Shares issuedpursuant to the exercise of options granted under the Amstrad Share OptionScheme or otherwise. If the Offer becomes or is declared unconditional in all respects, to the extentoptions remain unexercised or have not lapsed, Sky Digital Supplies will makeappropriate proposals to the participants in the Amstrad Share Option Scheme atthat time. 12. Financing of the Offer The Offer will be financed from the Sky Group's existing cash resources. Merrill Lynch is satisfied that Sky Digital Supplies has the necessary financialresources available to satisfy full acceptance of the Offer. Full acceptance ofthe Offer, based on 83,315,826 Amstrad Shares in issue at the date of thisannouncement and a further 278,833 Amstrad Shares being issued, assuming theexercise of all outstanding options under the Amstrad Share Option Scheme whichhave an exercise price at or below the Offer price of 150 pence for each AmstradShare, would involve a maximum cash payment of approximately £125.4 million. 13. Compulsory acquisition, de-listing and cancellation of trading Upon the Offer becoming or being declared unconditional in all respects andsufficient acceptances having been received, Sky Digital Supplies intends toapply the provisions of sections 979 to 991 (inclusive) of the Companies Act2006 to acquire compulsorily the remaining Amstrad Shares on the same terms asthe Offer. If the Offer becomes or is declared unconditional in all respects,Sky Digital Supplies intends to procure that Amstrad applies to the UK ListingAuthority for the cancellation of listing of Amstrad Shares on the Official Listand to the London Stock Exchange for the cancellation of admission to trading ofAmstrad Shares on its market for listed securities. Such cancellation oflisting and admission to trading will take effect no earlier than 20 businessdays after (a) Sky Digital Supplies has by virtue of its shareholding (if any)and acceptances under the Offer, acquired or agreed to acquire 75 per cent. ofthe issued share capital of Amstrad or (b) the first date of issue of compulsoryacquisition notices under section 979 of the Companies Act 2006. The cancellation of listing and admission to trading of Amstrad Shares wouldsignificantly reduce the liquidity and marketability of any Amstrad Shares notassented to the Offer. 14. Offer Document and Form of Acceptance The Offer Document and Form of Acceptance will be posted today to AmstradShareholders (and, for information purposes, to Amstrad Optionholders). Copiesof the Offer Document and the Form of Acceptance will be available from CapitaRegistrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU and from Merrill Lynch at Merrill Lynch Financial Centre, 2 KingEdward Street, London EC1A 1HQ. If you are in any doubt as to the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or other independent financial adviser dulyauthorised under the Financial Services and Markets Act 2000 if you are residentin the United Kingdom or, if not, from another appropriately authorisedindependent financial adviser. 15. General Neither Sky Digital Supplies nor any of its directors, nor to the best of SkyDigital Supplies' knowledge and belief, any person acting in concert with SkyDigital Supplies is interested in or has any rights to subscribe for any AmstradShares or has borrowed or lent any Amstrad Shares, nor does any such person haveany short position whether conditional or absolute and whether in the money orotherwise (including a short position under a derivative) or any arrangement inrelation to Amstrad Shares. For these purposes, "interest" includes any longeconomic exposure, whether conditional or absolute, to changes in the price ofsecurities and a person is treated as having an "interest" by virtue of theownership or control of securities or by virtue of any options (including tradedoptions) in respect of, or derivatives referenced to, securities and"arrangement" includes any agreement to sell or any delivery obligation or rightto require another person to purchase or take delivery of Amstrad Shares andalso includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature relating to Amstrad Shareswhich may be an inducement to deal or refrain from dealing in such securities. Enquiries Sky Analysts/Investors:Andrew Griffith+44 (0) 20 7705 3000Robert Kingston+44 (0) 20 7705 3000 Press: Robert Fraser+44 (0) 20 7705 3000 Merrill Lynch(Financial adviser to Sky) Mark Astaire+44 (0) 20 7628 1000Simon Gorringe+44 (0) 20 7628 1000 Amstrad Martin Bland+44 (0) 1277 228888 Frank PR(Public relations adviser to Amstrad) Graham Goodkind+44 (0) 20 7693 6966 Rothschild(Financial adviser to Amstrad) Robert Leitao+44 (0) 20 7280 5000 Rule 2.10 In accordance with Rule 2.10 of the Code, Amstrad confirms that it has83,315,826 ordinary shares of 10 pence each in issue and admitted to trading onthe London Stock Exchange. The ISIN code for these securities is GB0000953850. Further information The conditions to which the Offer is subject are set out in Appendix 1 to thisannouncement. Appendix 3 to this announcement contains definitions of certainexpressions used in this announcement. For further information on Sky and Amstrad, please see www.sky.com andwww.amstrad.com, respectively. This announcement does not constitute, or form part of, an offer or solicitationof any offer to sell or an invitation to purchase any securities or thesolicitation of an offer to buy any securities, pursuant to the Offer orotherwise. The Offer will be made solely by the Offer Document and the Form ofAcceptance, which contains the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. Any acceptance or other response tothe Offer should be made on the basis of the information in the Offer Documentand the Form of Acceptance. 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. Persons who are not resident in the United Kingdom should informthemselves about, and observe, any applicable legal or regulatory requirements. The release, publication or distribution of this announcement in jurisdictionsother than the UK may be restricted by law and therefore any persons who aresubject to the laws of any jurisdiction other than the UK should informthemselves about, and observe, any applicable requirements. Any failure tocomply with the applicable requirements may constitute a violation of thesecurities laws of any such jurisdiction. This announcement has been preparedfor the purpose of complying with English law and the Code and the informationdisclosed may not be the same as that which would have been disclosed if thisannouncement had been prepared in accordance with the laws of jurisdictionsoutside the UK. Any person (including, without limitation, any custodian, nominee or trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or the Offer Document and/or anyother related document to any jurisdiction outside the UK should informthemselves of, and observe, any applicable legal or regulatory requirements oftheir jurisdiction. Further details in relation to overseas shareholders are contained in the OfferDocument. The Loan Notes will not be listed on any stock exchange and have not been, andwill not be, registered under the United States Securities Act of 1933, asamended, or under any relevant securities laws of any state of the United Statesand the relevant clearances have not been, and will not be, obtained from theregulatory authority of any province or territory of Canada. In addition, noprospectus in relation to the Loan Notes has been, or will be, lodged with orregistered by the Australian Securities and Investments Commission and no stepshave been, nor will be, taken to enable the Loan Notes to be offered incompliance with the applicable securities laws of Japan, New Zealand or anyother country or jurisdiction outside the United Kingdom. The Loan Notes willnot be offered, sold, resold, delivered or distributed, directly or indirectly,in or into the United States, Canada, Australia, New Zealand or Japan or anyother jurisdiction if to do so would constitute a violation of the relevant lawin such jurisdiction. This announcement contains certain forward-looking statements, includingstatements regarding the Sky Group's plans, objectives and expected performance. Such statements relate to events and depend on circumstances that will occurin the future and are subject to risks, uncertainties and assumptions. Thereare a number of factors which could cause actual results and developments todiffer materially from those expressed or implied by such forward-lookingstatements including, among others, the enactment of legislation or regulationthat may impose costs or restrict activities; the re-negotiation of contracts orlicences; fluctuations in demand and pricing in the media industry; fluctuationsin exchange controls; changes in government policy and taxations; industrialdisputes; war and terrorism. Information on some risks and uncertainties aredescribed in the "Risk Factors" section of Sky's Annual Report for the yearended 30 June 2007. Copies of the Annual Report are available on request fromSky or from Sky's web page at www.sky.com/corporate. These forward-lookingstatements speak only as at the date of this announcement. Rule 8 disclosures Under the provisions of Rule 8.3 of the Code, if any person is or becomes"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Amstrad, all "dealings" in any "relevant securities" ofAmstrad by such person (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the business day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Amstrad, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all dealings in "relevantsecurities" of Amstrad, by Sky Digital Supplies or Amstrad or by any of theirrespective "associates" (within the meaning of the Code), must be disclosed byno later than 12.00 noon (London time) on the business day following the date ofthe relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 72367013). Merrill Lynch is acting exclusively as financial adviser to Sky and Sky DigitalSupplies and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Sky and Sky Digital Supplies forproviding the protections afforded to clients of Merrill Lynch, nor forproviding advice in connection with the Offer or this announcement or any matterreferred to in this announcement. Rothschild is acting exclusively as financial adviser to Amstrad and no one elsein connection with the Offer and this announcement and will not be responsibleto anyone other than Amstrad for providing the protections afforded to clientsof Rothschild, nor for providing advice in connection with the Offer or thisannouncement or any matter referred to in this announcement. Appendix 1 Conditions and Certain Further Terms of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted,withdrawn) by 3.00 p.m. on the first closing date of the Offer (the FirstClosing Date) or such later time(s) and/or date(s) as the Offeror may, with theconsent of the Panel or in accordance with the Code, decide in respect of notless than 90 per cent. in nominal value (or such lesser percentage as theOfferor may decide) of the Amstrad Shares to which the Offer relates, providedthat this condition will not be satisfied unless the Offeror shall haveacquired, or agreed to acquire, pursuant to the Offer or otherwise, AmstradShares carrying more than 50 per cent. of the voting rights normally exercisableat a general meeting of Amstrad, including for this purpose (to the extent, ifany, required by the Panel) any such voting rights attaching to any AmstradShares that are unconditionally allotted or issued before the Offer becomes oris declared unconditional as to acceptances whether pursuant to the exercise ofany outstanding subscription or conversion rights or otherwise and for thepurposes of this condition: (i) Amstrad Shares which have been unconditionally allotted butnot issued shall be deemed to carry the voting rights they will carry on issue;and (ii) the expression Amstrad Shares to which the Offer relatesshall be construed in accordance with sections 974 to 991 of the Companies Act2006; (b) the Office of Fair Trading or the appropriate Minister in theUnited Kingdom indicating, in terms satisfactory to the Offeror, that theproposed acquisition of the entire issued and to be issued share capital ofAmstrad by the Offeror or any matter arising therefrom (including, but notlimited to, any public interest consideration) or related thereto will not bereferred to the Competition Commission and the deadline for appealing such adecision to the Competition Appeal Tribunal having expired without such anappeal having been made; (c) no government or governmental, quasi-governmental,supranational, statutory or regulatory body or association, institution oragency (including any trade agency) or any court or other body (including anyprofessional or environmental body) or person in any jurisdiction (each aRelevant Authority) having decided to take, instituted or threatened any action,proceeding, suit, investigation, enquiry or reference or enacted, made orproposed and there not continuing to be outstanding any statute, regulation,order or decision that would or might: (i) make the Offer or the acquisition or the proposedacquisition of any shares in, or control of, Amstrad by the Offeror void,unenforceable or illegal or directly or indirectly prohibit or otherwisematerially restrict, delay or interfere with the implementation of, or imposematerial additional conditions or obligations with respect thereto, or requirematerial amendment therof, or otherwise challenge or interfere with, the Offeror the acquisition of any shares in, or control of, Amstrad by the Offeror; (ii) require, prevent or delay the divestiture (or alter theterms of any proposed divestiture) by the Wider Sky Group or the Wider AmstradGroup of all or any material part of their respective businesses, assets orproperties or impose any limitation on their ability to conduct all or any partof their respective businesses and to own any of their respective assets orproperties; (iii) impose any limitation on, or result in any delay in, theability of any member of the Wider Sky Group to acquire or hold or to exerciseeffectively, directly or indirectly, all or any rights of ownership of shares orother securities (or the equivalent) in, or to exercise management control over,any member of the Wider Amstrad Group or on the ability of any member of theWider Amstrad Group to hold or exercise effectively, directly or indirectly, allor any rights of ownership of shares or other securities (or the equivalent) in,or to exercise management control over, any other member of the Wider AmstradGroup; (iv) require any member of the Wider Sky Group or of the WiderAmstrad Group to acquire or offer to acquire any shares or other securities (orthe equivalent) in any member of the Wider Amstrad Group or any member of theWider Sky Group; (v) impose any material limitation on the ability of any memberof the Wider Sky Group or the Wider Amstrad Group to integrate or co-ordinateits business, or any part of it, with the businesses or any part of thebusinesses of any other member of the Wider Sky Group and/or the Wider AmstradGroup; or (vi) otherwise materially and adversely affect the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Sky Group or of the Wider Amstrad Group, and all applicable waiting and other time periods during which any such RelevantAuthority could decide to take, institute or threaten any such action,proceeding, suit, investigation, enquiry or reference having expired, lapsed orbeen terminated; (d) all necessary notifications and filings having been made andall appropriate waiting periods (including any extensions thereof) under anyapplicable legislation or regulation of any jurisdiction having expired, lapsedor been terminated in each case in respect of the Offer and the acquisition ofany shares in, or control of, Amstrad by the Offeror and all authorisations,orders, grants, recognitions, confirmations, licences, consents, clearances,permissions and approvals (authorisations) necessary or appropriate in anyjurisdiction for or in respect of the Offer and the proposed acquisition of anyshares in, or control of, Amstrad by the Offeror being obtained in terms and ina form satisfactory to the Offeror from appropriate Relevant Authorities or fromany persons or bodies with whom any member of the Wider Sky Group or the WiderAmstrad Group has entered into contractual arrangements that are material in thecontext of the Wider Amstrad Group taken as a whole and such authorisationstogether with all material authorisations necessary or appropriate for anymember of the Wider Amstrad Group to carry on its business remaining in fullforce and effect at the time at which the Offer becomes unconditional in allrespects and no intimation of any intention to revoke, suspend, restrict ormodify or not to renew any of the same having been made and all necessarystatutory or regulatory obligations in any jurisdiction having been compliedwith; (e) except as publicly announced by Amstrad by the delivery of anannouncement to a Regulatory Information Service or fairly disclosed by Amstradto the Offeror or its advisers, in each case prior to the date of thisannouncement, there being no provision of any agreement, arrangement, licence orother instrument to which any member of the Wider Amstrad Group is a party or byor to which any such member or any of its assets is or may be bound, entitled orsubject which, as a result of the making or implementation of the Offer or theacquisition or proposed acquisition by the Offeror of any shares in, or changein the control or management of, Amstrad or otherwise, would or might result in(in any case to an extent which is materially adverse in the context of theWider Amstrad Group taken as a whole): (i) any monies borrowed by or any other indebtedness (actual orcontingent) of any such member of the Wider Amstrad Group becoming repayable orcapable of being declared repayable immediately or earlier than the statedrepayment date or the ability of such member to borrow monies or incur anyindebtedness being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any part of the business, property or assetsof any such member of the Wider Amstrad Group or any such security interest(whenever arising or having arisen) becoming enforceable; (iii) any assets or interest of any such member of the WiderAmstrad Group being or falling to be disposed of or charged or any right arisingunder which any such asset or interest could be required to be disposed of orcharged other than in the ordinary course; (iv) the interest or business of any such member of the WiderAmstrad Group in or with any other person, firm or company (or any agreements orarrangements relating to such interest or business) being terminated oradversely modified or affected; (v) any such member of the Wider Amstrad Group ceasing to be ableto carry on business under any name under which it presently does so; (vi) the financial or trading position or prospects of any memberof the Wider Amstrad Group being prejudiced or adversely affected; or (vii) the creation of any liability (actual or contingent) by anysuch member, and no event having occurred which, under any provision of any agreement,arrangement, licence or other instrument to which any member of the WiderAmstrad Group is a party or by or to which any such member or any of its assetsmay be bound or be subject, could result in any events or circumstances as arereferred to in subparagraphs (i) to (vii) of this paragraph (e) in any casewhere such result would be material in the context of the Wider Amstrad Grouptaken as a whole; (f) except as publicly announced by Amstrad by the delivery ofan announcement to a Regulatory Information Service or fairly disclosed byAmstrad to the Offeror or its advisers, in each case prior to the date of thisannouncement, no member of the Wider Amstrad Group having since 31 December2006: (i) issued or agreed to issue or authorised the issue ofadditional shares of any class, or securities convertible into, or rights,warrants or options to subscribe for or acquire, any such shares or convertiblesecurities (save as between Amstrad and wholly-owned subsidiaries of Amstrad orupon the exercise of rights to subscribe for Amstrad Shares pursuant to optionsgranted under the Amstrad Share Option Scheme before the date of thisannouncement) or redeemed, purchased or reduced any part of its share capital; (ii) sold or transferred or agreed to sell or transfer anytreasury shares; (iii) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus, dividend or other distribution,whether payable in cash or otherwise, other than a distribution by anywholly-owned subsidiary of Amstrad; (iv) implemented or authorised any merger or demerger or acquiredor disposed of or transferred, mortgaged or charged, or created any othersecurity interest over, any asset or any right, title or interest in any asset(including shares and investments) (other than in the ordinary course oftrading) which, in each case, is material in the context of the Wider AmstradGroup taken as a whole; (v) implemented or authorised any reconstruction, amalgamation,scheme or other transaction or arrangement (otherwise than in the ordinarycourse of business) which in each case is material in the context of the WiderAmstrad Group taken as a whole; (vi) made or authorised any change in its loan capital or issued orauthorised the issue of any debentures or incurred or increased any indebtednessor contingent liability which in each case is material in the context of theWider Amstrad Group taken as a whole; (vii) entered into, varied or terminated, or authorised the entryinto, variation or termination of, any contract, commitment or arrangement(whether in respect of capital expenditure or otherwise) which is outside theordinary course of business or which is of a long-term, onerous or unusualnature or magnitude or which involves or could involve an obligation of a natureor magnitude which is material in the context of the Wider Amstrad Group takenas a whole; (viii) entered into any contract, commitment or arrangement whichwould be materially restrictive on the business of any member of the WiderAmstrad Group or the Wider Sky Group; (ix) been unable, or admitted in writing that it is unable, to payits debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business; (x) taken any corporate action or had any legal proceedingsstarted or threatened against it for its winding-up (voluntary or otherwise),dissolution or reorganisation (or for any analogous proceedings or steps in anyjurisdiction) or for the appointment of a receiver, administrator,administrative receiver, trustee or similar officer (or for the appointment ofany analogous person in any jurisdiction) of all or any of its assets andrevenues; (xi) waived, compromised or settled any claim otherwise than in theordinary course of business or in a manner or on terms that are material in thecontext of the Wider Amstrad Group taken as a whole; (xii) entered into or varied in any material respect the terms ofany service agreement or arrangement with any director or senior executive ofAmstrad; (xiii) entered into any trust deeds constituting pension schemesestablished for its directors and/or employees and/or their dependants; or (xiv) entered into any contract, commitment or arrangement or passedany resolution or made any offer (which remains open for acceptance) withrespect to, or proposed or announced any intention to effect or propose, any ofthe transactions, matters or events referred to in this condition in any casewhich is material in the context of the Wider Amstrad Group taken as a whole; (g) since 31 December 2006, except as publicly announced byAmstrad by the delivery of an announcement to a Regulatory Information Serviceor fairly disclosed by Amstrad to the Offeror or its advisers, in each caseprior to the date of this announcement: (i) no adverse change having occurred in the business, assets,financial or trading position or profits or prospects of any member of the WiderAmstrad Group which is material in the context of the Wider Amstrad Group takenas a whole; (ii) no litigation, arbitration proceedings, prosecution or otherlegal proceedings having been threatened, announced, instituted or remainingoutstanding by, against or in respect of any member of the Wider Amstrad Groupor to which any member of the Wider Amstrad Group is a party (whether asplaintiff or defendant or otherwise) and no investigation by any RelevantAuthority or other investigative body against or in respect of any member of theWider Amstrad Group having been threatened, announced, instituted or remainingoutstanding by, against or in respect of any member of the Wider Amstrad Groupto an extent that is material in the context of the Wider Amstrad Group taken asa whole; and (iii) no contingent or other liability having arisen which wouldor might reasonably be expected to adversely affect any member of the WiderAmstrad Group in a way which is material in the context of the Wider AmstradGroup taken as a whole; (h) the Offeror not having discovered that, except as publiclyannounced by Amstrad by the delivery of an announcement to a RegulatoryInformation Service or fairly disclosed by Amstrad to the Offeror or itsadvisers, in each case prior to the date of this announcement: (i) any financial, business or other information publiclydisclosed at any time by any member of the Wider Amstrad Group is misleading,contains a misrepresentation of fact or omits to state a fact necessary to makethe information contained therein not misleading which in any case is materialand adverse to the financial or trading position of the Wider Amstrad Grouptaken as a whole; (ii) any member of the Wider Amstrad Group is subject to anyliability, contingent or otherwise, which is not disclosed in the Annual Reportand Accounts of Amstrad for the year ended 30 June 2006 or in the interim reportfor the six months to 31 December 2006 and which is material in the context ofthe Wider Amstrad Group taken as a whole; (iii) any past or present member of the Wider Amstrad Group hasfailed to comply with any applicable legislation or regulations of anyjurisdiction or any notice or requirement of any Relevant Authority with regardto the storage, disposal, discharge, spillage, release, leak or emission of anywaste or hazardous or harmful substance or any substance likely to impair theenvironment or harm human or animal health or otherwise relating toenvironmental matters or that there has otherwise been any such storage,disposal, discharge, spillage, release, leak or emission (whether or not thesame constituted non-compliance by any person with any such legislation orregulation, and whenever the same may have taken place), any of which noncompliance would be likely to give rise to any liability (whether actual orcontingent) or cost on the part of any member of the Wider Amstrad Group andwhich is material in the context of the Wider Amstrad Group taken as a whole; or (iv) there is or is likely to be any obligation or liability(whether actual or contingent) to make good, repair, re-instate or clean up anyproperty now or previously owned, occupied, operated or made use of orcontrolled by any past or present member of the Wider Amstrad Group under anyenvironmental legislation, regulation, notice, circular or order of any RelevantAuthority in any jurisdiction and which is material in the context of the WiderAmstrad Group taken as a whole. The Offeror reserves the right at its absolute discretion to waive, in whole orin part, all or any of the above conditions, except condition (a). The Offer will lapse unless all the above conditions are fulfilled or (ifcapable of waiver) waived or, where appropriate, determined by the Offeror inits reasonable opinion to have been or remain satisfied by midnight on the daywhich is 21 days after the later of the first closing date of the Offer and thedate on which the Offer becomes or is declared unconditional as to acceptances(or such later date as the Offeror may, with the consent of the Panel or inaccordance with the Code, decide). The Offeror shall be under no obligation towaive or treat as satisfied any of conditions (b) to (h) inclusive by a dateearlier than the date specified above for the satisfaction thereof,notwithstanding that the other conditions of the Offer may at such earlier datehave been waived or fulfilled and that there are at such earlier date nocircumstances indicating that any of such conditions may not be capable offulfilment. If Sky or the Offeror is required by the Panel to make an offer for any AmstradShares under Rule 9 of the Code, Sky or the Offeror (as the case may be) maymake such alterations to the above conditions as are necessary to comply withthat Rule. The Offer will lapse (unless the Panel otherwise consents) if, before the firstclosing date of the Offer or the date when the Offer becomes or is declaredunconditional as to acceptances (whichever is the later), the Offer, or anyaspect of it, is referred to the Competition Commission. If the Offer lapses, the Offer will cease to be capable of further acceptanceand those Amstrad Shareholders who have, as at the time of such lapse, acceptedthe Offer shall then cease to be bound by their acceptances of the Offersubmitted at or before the time when the Offer lapses. The Offer will be governed by English law and be subject to the jurisdiction ofthe English Courts. Appendix 2 Irrevocable Undertakings and Letter of Intent to Accept the Offer1. Irrevocable undertakingsAmstrad Shareholder Number of Amstrad Shares providing the irrevocable undertakingAmshold Limited* 23,026,313Simon Sugar 100,000Martin Bland 69,000Ian Saward 10,000John Beattie 1,000Jeoff Samson 3,074Margaret Mountford 10,000Claude Littner 9,500Herald Investment Management Limited 6,131,597 *Amshold Limited is a company controlled by Sir Alan Sugar In respect of the undertakings given by Amshold Limited and the AmstradDirectors, these undertakings will cease to be binding only if the Offer lapsesor is withdrawn and remain binding in the event that a third party makes ahigher competing offer for Amstrad. In respect of the undertaking from Herald Investment Management Limited, thisundertaking will cease to be binding if the Offer lapses or is withdrawn or if athird party makes or announces an offer for Amstrad on terms which represent avalue which is at least 10 per cent. higher than the value of the Offer. 2. Letter of intentAmstrad Shareholder providing the letter of intent Number of Amstrad SharesSchroder Investment Management Limited 7,945,613 Appendix 3 Definitions In this announcement, the following expressions have the following meaningsunless the context otherwise requires:Australia the Commonwealth of Australia, its states, territories and possessionsBoard the Board of directors of Sky, Sky Digital Supplies or Amstrad (as the case may be)business day any day, other than a Saturday, Sunday or public or bank holiday, on which banks are generally open for business in the City of LondonCanada Canada, its provinces, territories and all areas subject to its jurisdiction and any political sub-division thereofAmstrad Amstrad plc of Brentwood House, 169 Kings Road, Brentwood, Essex CM14 4EFAmstrad Directors the directors of AmstradAmstrad Group Amstrad and its subsidiary undertakingsAmstrad Optionholders the participants in the Amstrad Share Option SchemeAmstrad Share Option Scheme the 1997 Performance Related Share Option SchemeAmstrad Shareholders the holders of Amstrad SharesAmstrad Shares the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Amstrad and any further such shares which are unconditionally allotted or issued fully paid prior to the date that the Offer closes (or such earlier date as Sky Digital Supplies may, with the Panel's consent and subject to the Code, decide)Closing Price the closing middle market price of an Amstrad Share on a particular day as derived from the Daily Official ListCode the City Code on Takeovers and MergersDaily Official List the daily official list of the London Stock ExchangeDTH direct to home satellite televisionEMS electronics manufacturing servicesForm of Acceptance the form of acceptance, authority and election relating to the Offer which accompanies the Offer DocumentJapan Japan, its cities, prefectures, territories and possessionsLIBOR London Inter-Bank Offered Rate for six month sterling depositsListing Rules the Listing Rules of the UK Listing AuthorityLoan Note Alternative the loan note alternative whereby eligible Amstrad Shareholders who validly accept the Offer may elect to receive Loan Notes in lieu of all or part of the cash consideration to which they would otherwise have been entitled under the OfferLoan Notes the unsecured guaranteed loan notes of £1 each of Sky Digital Supplies to be issued pursuant to the Loan Note AlternativeLondon Stock Exchange London Stock Exchange plcMerrill Lynch Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQOffer Document the document sent to Amstrad Shareholders (and, for information only, to Amstrad Optionholders) containing the terms and conditions of the OfferOffer the offer being made by Sky Digital Supplies to acquire the entire issued and to be issued share capital of Amstrad on the terms and subject to the conditions set out in the Offer Document and the Form of Acceptance (including, where the context so requires, the Loan Note Alternative and any subsequent revision, variation, extension or renewal of such offer)Offeror Sky Digital SuppliesOfficial List the official list maintained by the UK Listing AuthorityPanel The Panel on Takeovers and MergersPVR personal video recorderRegulatory Information any of the services set out in Appendix 3 to the Listing Rules from time to timeServiceRestricted Overseas Persons a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom Sky Digital Supplies believes to be in, or resident in, or with a registered address in the United States, Australia, Canada, New Zealand or Japan and any custodian, nominees or trustee holding Amstrad Shares for persons in such jurisdictions and persons in any other jurisdiction (other than persons in the UK) whom Sky Digital Supplies is advised to treat as restricted overseas persons in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which Sky Digital Supplies regards as unduly onerousRothschild NM Rothschild & Sons Limited of New Court, St. Swithin's Lane, London EC4P 4DUSky British Sky Broadcasting Group plc of Grant Way, Isleworth, Middlesex TW7 5QDSky Digital Supplies Sky Digital Supplies Limited, a wholly-owned subsidiary of SkySky Group Sky and its subsidiary undertakingsSMS short message serviceUK Listing Authority the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000United Kingdom or UK the United Kingdom of Great Britain and Northern IrelandUnited States or US the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia, and all other areas subject to its jurisdictionUS person a US person as defined in Regulation S under the United States Securities Act of 1933, as amendedWider Amstrad Group means Amstrad and its subsidiary undertakings, associated undertakings and any other undertakings in which Amstrad and such undertakings (aggregating their interests) have a substantial interestWider Sky Group means Sky and its subsidiary undertakings, associated undertakings and any other undertakings in which Sky and such undertakings (aggregating their interests) have a substantial interest In this announcement, the singular includes the plural and vice versa, unlessthe context otherwise requires. For the purposes of this announcement, subsidiary, subsidiary undertaking,undertaking and associated undertaking have the meanings given by the CompaniesAct 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of theCompanies Act 1985) (and substantial interest means a direct or indirectinterest in 20 per cent. or more of the equity capital of an undertaking). -------------------------- (1) This statement does not constitute a profit forecast andshould not be interpreted to mean that earnings per share for the financial yearending 30 June 2008 or any subsequent financial period will necessarily begreater than those for any preceding financial period. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sky