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Results of Placing

25th Jul 2014 14:53

RNS Number : 3904N
British Sky Broadcasting Group PLC
25 July 2014
 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

Results of Placing

25 July 2014

British Sky Broadcasting Group plc (the "Company" or "BSkyB") is pleased to announce the completion of the placing of ordinary shares (the "Placing") announced earlier today.

A total of 156,132,213 new ordinary shares in BSkyB (the "Placing Shares") have been placed by Barclays Bank PLC, acting through its investment bank ("Barclays") and Morgan Stanley Securities Limited (and together with Morgan Stanley & Co. International plc, "Morgan Stanley") at a price of 870 pence per Placing Share, raising total gross proceeds of £1,358,350,253 for the Company. The Placing Shares being issued represent approximately 9.99 per cent. of the Company's issued ordinary share capital prior to the Placing.

21st Century Fox, the 39.14% shareholder in BSkyB, subscribed for 61.1 million Placing Shares for a total consideration of £531.6 million so as to maintain its existing percentage shareholding in the Company following completion of the Placing. As a result of its 39.14% shareholding in BSkyB, the placing of shares with 21st Century Fox constitutes a related party transaction, under Chapter 11.1.5R of the UKLA Listing Rules ("LRs"). In particular, the placing of shares with 21st Century Fox is classified as a smaller related party transaction under LR 11.1.10 R. 21st Century Fox will continue to be subject to the terms of the voting agreement between, amongst others, 21st Century Fox and BSkyB pursuant to which 21st Century Fox agrees that it will not exceed more than 37.19% of the voting rights at any time exercisable at a general meeting of BSkyB (the "Voting Agreement").

The Placing Shares will, when issued, be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 50 pence in the capital of BSkyB, including the right to receive all dividends and other distributions declared after the date of the issue apart from, in the case of 21st Century Fox, the 21st Century Fox Placing Shares, which will be subject to the Voting Agreement.

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading by the London Stock Exchange ("LSE") on its main market for listed securities (the "Admission"). It is expected that Admission will take place at 8.00 a.m. on 30 July 2014 (at which time the Placing will become unconditional) and that dealings in the Placing Shares on the LSE's main market for listed securities will commence at the same time.

Barclays and Morgan Stanley acted as Joint Bookrunners and Joint Corporate Brokers in respect of the Placing.

 

Capitalised terms used but not defined in this announcement have the same meaning as set out in the placing announcement of the Company released at 7.00 a.m. (GMT) today.

 

For further information, please contact:

BSkyB

Edward Steel 020 7032 2093

Lang Messer 020 7032 2657

 

Barclays 020 7623 2323

Joint Bookrunner and Joint Corporate Broker

Mark Astaire

Chris Madderson

 

Morgan Stanley 020 7425 8000

Joint Bookrunner and Joint Corporate Broker

Henrik Gobel

Ben Grindley

 

Notes to Editors

Further details can be found on the BSkyB website at

http://corporate.bskyb.com.

 

Important Notices

 

 

 

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction into which the publication or distribution would be unlawful.

This Announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan, Jersey or South Africa. Persons needing advice should consult an independent financial adviser.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Barclays, Morgan Stanley Securities Limited or Morgan Stanley & Co. International plc (together, the "Banks") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Each Bank is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and is acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction or any other matters referred to herein. In connection with the Placing, each of the Banks and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.

The distribution of this Announcement and the placing of the Placing Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) forward-looking statements, including within the meaning of Section 27A of the Securities Act (the "Securities Act") and Section 21E of the U.S. Securities Exchange Act of 1934. These statements are subject to a number of risks and uncertainties and actual results, and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The terms "expect", "should be", "will be" and similar expressions identify forward-looking statements, which reflect the Company's intention, beliefs and current expectations and involve a number of risks, uncertainties and assumptions that could cause actual results or performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the development of the Company's operations, markets and the industry, in which it operates, may differ materially from those described in, or suggested by, the forward-looking contained in this Announcement. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the Company's products and services; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations affecting the Company's intellectual property rights and internet communications; and the impact of technological change. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Banks assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Neither the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part, this Announcement.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act and may not be offered, sold or transferred, directly or indirectly, within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. There will be no public offering of the Placing Shares in the United States.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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