22nd Aug 2007 07:01
British Sky Broadcasting Group PLC22 August 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 LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER On 31 July 2007, Sky Digital Supplies, a wholly-owned subsidiary of Sky, made arecommended cash offer (with a Loan Note Alternative) for the entire issued andto be issued share capital of Amstrad. The directors of Sky Digital Supplies are pleased to announce that, as at 3.00p.m. (London time) on 21 August 2007, the first closing date of the Offer, validacceptances of the Offer had been received in respect of a total of 71,566,226Amstrad Shares, representing approximately 85.9 per cent. of the existing issuedshare capital of Amstrad. On 31 July 2007, the directors of Sky Digital Supplies announced that they hadreceived irrevocable undertakings and a letter of intent to accept the Offer inrespect of 37,306,097 Amstrad Shares, representing approximately 44.8 per cent.of the existing issued share capital of Amstrad. Valid acceptances have beenreceived in respect of all of these Amstrad Shares. The directors of Sky Digital Supplies announce that the Offer, which remainssubject to the terms and conditions set out in the Offer Document, has beenextended for a period of 14 days and will therefore remain open for acceptanceuntil 3.00 p.m. (London time) on 4 September 2007. If the Offer becomes or is declared unconditional in all respects, Sky DigitalSupplies intends to procure that Amstrad applies to the UK Listing Authority forthe cancellation of listing of Amstrad Shares on the Official List and to theLondon Stock Exchange for cancellation of admission to trading of Amstrad Shareson its market for listed securities. The cancellation of listing and admissionto trading of Amstrad Shares would significantly reduce the liquidity andmarketability of Amstrad Shares in respect of which acceptances of the Offer arenot submitted. Amstrad Shareholders who have not yet accepted the Offer and who hold AmstradShares in certificated form are urged to complete, sign and return the Form(s)of Acceptance by hand (during normal business hours) or by post as soon aspossible but in any event so as to be received no later than 3.00 p.m. (Londontime) on 4 September 2007 by Capita Registrars at Corporate Actions, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms ofAcceptance are available from Capita Registrars, by telephoning 0870 162 3121or, if calling from outside the UK, on +44 208 639 3399. If you hold yourAmstrad Shares in uncertificated form (that is, in CREST) you are urged toaccept the Offer by TTE Instructions as soon as possible and, in any event, soas to be settled not later than 3.00 p.m. (London time) on 4 September 2007. Terms used in this announcement shall have the meaning given to them in theOffer Document dated 31 July 2007, unless the context requires otherwise. 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) Simon Gorringe+44 (0) 20 7628 1000Mark Astaire+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 Further information 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. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sky