28th Nov 2005 07:00
British Sky Broadcasting Group PLC28 November 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN RECOMMENDED CASH OFFER by LAZARD & CO., LIMITED AND MORGAN STANLEY & CO. LIMITED on behalf of SKY BROADBAND SERVICES LIMITED a wholly-owned subsidiary of BRITISH SKY BROADCASTING GROUP PLC for EASYNET GROUP PLC LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER On 21 October 2005, Lazard & Co., Limited ("Lazard") and Morgan Stanley & Co.Limited ("Morgan Stanley") made a recommended cash offer (the "Offer") on behalfof Sky Broadband Services Limited (the "Offeror"), a wholly-owned subsidiary ofBritish Sky Broadcasting Group plc ("BSkyB"), for the entire issued and to beissued share capital of Easynet Group Plc ("Easynet"). The directors of BSkyB are pleased to announce that, as at 3.00 p.m. (Londontime) on 25 November 2005, the second closing date of the Offer, validacceptances of the Offer had been received in respect of a total of 74,553,547Easynet Shares, representing approximately 62.0 per cent. of the existing issuedshare capital of Easynet. On 21 October 2005, the directors of BSkyB announced that they had receivedirrevocable undertakings to accept the Offer in respect of 19,175,334 EasynetShares, representing approximately 15.9 per cent. of the existing issued sharecapital of Easynet. Valid acceptances have been received in respect of all ofthe Easynet Shares which were the subject of such irrevocable undertakings. On 21 October 2005, Morgan Stanley Securities Limited, acting on behalf of theOfferor, purchased in the market a total of 28,750,000 Easynet Sharesrepresenting approximately 23.9 per cent. of the existing issued share capitalof Easynet. Accordingly, as at 3.00 p.m. (London time) on 25 November 2005, BSkyB hasacquired or received valid acceptances under the Offer in respect of a total of103,303,547 Easynet Shares, representing approximately 85.9 per cent. of theexisting issued share capital of Easynet. The directors of BSkyB announce that the Offer has been extended for a period of14 days and will therefore remain open for acceptance until 3.00 p.m. (Londontime) on 9 December 2005. Easynet Shareholders who have not yet accepted the Offer and who hold EasynetShares 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 no later than 3.00 p.m. (London time) on 9 December 2005, to thereceiving agents to the Offer, Capita Registrars at Capita Registrars, CorporateActions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.Additional Forms of Acceptance are available from Capita Registrars, bytelephoning 0870 162 3121, or if calling from outside the UK, on +44 20 86392157. If you hold your Easynet Shares in uncertificated form (that is, inCREST) you are urged to accept the Offer by TTE instructions as soon as possibleand, in any event, so as to be settled not later than 3.00 p.m. (London time) on9 December 2005. All terms defined in the Offer Document have the same meaning in thisannouncement, unless the context requires otherwise. ENQUIRIES British Sky Broadcasting Group plc Analysts / Investors:Andrew Griffith+44 (0)20 7705 3118Robert Kingston+44 (0)20 7705 3726 Press:Robert Fraser+44 (0)20 7705 3000 Lazard & Co., Limited Morgan Stanley & Co. Limited(Joint Financial Adviser to BSkyB) (Joint Financial Adviser to BSkyB)Trevor Nash Scott MatlockPeter Warner Daniel BaileySarah Carter Hugo Baring+44 (0)20 7187 2000 +44 (0)20 7425 5000 Deutsche Bank AG London Goldman Sachs International(Joint Corporate Broker to BSkyB) (Joint Corporate Broker to BSkyB)Charlie Foreman Matthew WestermanBill Frith Neil Chugani+44 (0)20 7545 8000 +44 (0)20 7774 1000 FinsburyAlice Macandrew+44 (0)20 7251 3801 Easynet Group PlcDavid Rowe, Chief Executive OfficerWill Gardiner, Chief Financial Officer+44 (0)20 7796 4133 ABN AMRO Corporate Finance Limited(Financial Adviser to Easynet)Tom Willett+44 (0)20 7678 8000 Hoare Govett Limited(Corporate Broker to Easynet)Ranald McGregor SmithLee Morton+44 (0)20 7678 8000 Hudson SandlerAndrew HayesSandrine GallienWendy Baker+44 (0)20 7796 4133 FURTHER INFORMATION For further information on BSkyB and Easynet, please see www.sky.com andwww.easynet.com, respectively. This announcement does not constitute an offer to sell or an invitation topurchase any securities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. The Offer is being made solely by the OfferDocument and the Form of Acceptance, which contain the full terms and conditionsof the Offer, including details of how the Offer may be accepted. 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. Such persons should inform themselves about, and observe, anyapplicable legal or regulatory requirements. Unless permitted by applicable law and regulation, the Offer is not being, andwill not be, made, directly or indirectly, in or into, or by the use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone or e-mail) of interstate or foreigncommerce of, or by any facilities of a national securities exchange of, theUnited States, Canada, Australia or Japan and the Offer will not be capable ofacceptance by any such use, means, instrumentality or facility or from withinthe United States, Canada, Australia or Japan. Accordingly, copies of thisannouncement and any other documents related to the Offer are not being, andmust not be, directly or indirectly, mailed or otherwise forwarded, distributedor sent in, into or from the United States, Canada, Australia or Japan, andpersons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise distribute or send such documents in, into or fromsuch jurisdictions as doing so may invalidate any purported acceptance of theOffer. Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively as joint financial adviser to BSkyBand the Offeror and no one else in connection with the Offer and thisannouncement and will not be responsible to anyone other than BSkyB and theOfferor for providing the protections afforded to clients of Lazard nor forproviding advice in connection with the Offer or this announcement or any matterreferred to herein. Morgan Stanley & Co. Limited is acting for BSkyB and the Offeror and no one elsein connection with the Offer and this announcement and will not be responsibleto anyone other than BSkyB and the Offeror for providing the protectionsafforded to clients of Morgan Stanley & Co. Limited, nor for providing advice inconnection with the Offer or this announcement or any matter referred to herein. Deutsche Bank AG London, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting exclusively as joint corporatebroker to BSkyB and the Offeror and no one else in connection with the Offer andthis announcement and will not be responsible to anyone other than BSkyB and theOfferor for providing the protections afforded to clients of Deutsche Bank AGLondon nor for providing advice in connection with the Offer or thisannouncement or any matter referred to herein. Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as jointcorporate broker to BSkyB and the Offeror and no one else in connection with theOffer and this announcement and will not be responsible to anyone other thanBSkyB and the Offeror for providing the protections afforded to clients ofGoldman Sachs International nor for providing advice in connection with theOffer or this announcement or any matter referred to herein. ABN AMRO, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as financial adviser to Easynet and no one else inconnection with the Offer and will not be responsible to any person other thanEasynet for providing the protections afforded to clients of ABN AMRO, nor forproviding advice in relation to the Offer or any other matter referred to inthis announcement. Hoare Govett, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as corporate broker to Easynet and no one else inconnection with the Offer and will not be responsible to any person other thanEasynet for providing the protections afforded to clients of Hoare Govett, norfor providing advice in relation to the Offer or any other matter referred to inthis announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sky