365.L Regulatory News (365)

23 Jan 2007 07:01

British Sky Broadcasting Group PLC23 January 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION RECOMMENDED CASH OFFER by SKY HOLDINGS LIMITED a wholly-owned subsidiary of BRITISH SKY BROADCASTING GROUP PLC for 365 MEDIA GROUP PLC OFFER UNCONDITIONAL IN ALL RESPECTS On 15 December 2006, Sky Holdings, 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 365 Media. On 17 January 2007, the directors of Sky Holdings announced that the Offer hadbecome unconditional as to acceptances and that the Offer will remain open untilfurther notice. On 19 January 2007, the Office of Fair Trading announced that the Offer does notcreate a relevant merger situation under the provisions of the Enterprise Act2002. The directors of Sky Holdings are pleased to announce that the condition to theOffer relating to the requirements of the Irish Competition Act has beensatisfied and consequently all the conditions of the Offer have now beensatisfied or waived. Accordingly, the Offer has been declared unconditional in all respects. As at 3.00 p.m. (London time) on 22 January 2007, Sky Holdings has acquired orreceived valid acceptances under the Offer in respect of a total of 136,707,158shares in 365 Media representing approximately 96.4 per cent. of the existingissued share capital of 365 Media. The Offer will remain open for acceptance until further notice and remainssubject to the terms set out in the Offer Document 365 Media Shareholders who have not yet accepted the Offer and who hold 365Media Shares in certificated form are urged to complete, sign and return theForm(s) of Acceptance by hand (during normal business hours) or by post as soonas possible to Lloyds TSB Registrars at The Causeway, Worthing, West Sussex BN996DA. Additional Forms of Acceptance are available from Lloyds TSB Registrars,by telephoning 0870 609 2158 or, if calling from outside the UK, on +44 1903 276342. If you hold your 365 Media Shares in uncertificated form (that is, inCREST) you are urged to accept the Offer by TTE Instructions as soon aspossible. Settlement of the consideration due under the Offer will be effected on orbefore 5 February 2007 for 365 Media Shareholders who have already validlyaccepted the Offer. Settlement for 365 Media Shareholders who validly accept theOffer from today onwards will be effected within 14 days of receipt of theirvalid acceptance. Sky Holdings intends, as soon as practicable, to apply the provisions ofsections 428 to 430F (inclusive) of the Companies Act 1985 to compulsorilyacquire any outstanding 365 Media Shares to which the Offer relates. Sky Holdings will also procure that application is made to the London StockExchange for the cancellation of the admission of 365 Media Shares to AIM inaccordance with Rule 41 of the AIM Rules, such cancellation of admission willtake effect no earlier than 20 February 2007, which is 20 business daysfollowing the date of this announcement. Terms used in this announcement shall have the meaning given to them in theOffer Document dated 15 December 2006. ENQUIRIES Sky Analysts / Investors: Andrew Griffith Robert Kingston +44 (0)20 7705 3000 Press: Robert Fraser +44 (0)20 7705 3000 Lazard & Co., Limited (Financial Adviser to Sky) Peter Warner Sarah Carter +44 (0)20 7187 2000 Merrill Lynch International (Broker to Sky) Mark Astaire Peter Brown +44 (0)20 7628 1000 Finsbury Alice Macandrew Guy Lamming +44 (0)20 7251 3801 365 Media Peter Dubens, Executive Chairman +44 (0)20 7766 6909 UBS Investment Bank (Financial Adviser to 365 Media) Jason Katz Jonathan Evans +44 (0)20 7567 8000 Financial Dynamics Edward Bridges Juliet Clarke Hannah Sloane +44 (0)20 7831 3113 For further information on Sky and 365 Media, please see www.sky.com andwww.365mediagroup.co.uk, 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 is being 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 contained in the OfferDocument and 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. In particular (as described in paragraph 7 of Part B and paragraph(c) of each of Parts C and D of Appendix I to the Offer Document), the Offerwill not be made directly or indirectly into the United States, Canada,Australia or Japan. Persons who are not resident in the United Kingdom shouldinform themselves about, and observe, any applicable legal or regulatoryrequirements. 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. The Loan Notes that may be issued pursuant to the Offer are not, and will notbe, registered under the US Securities Act or under the relevant securities lawsof any state, district or other jurisdiction of the United States. Accordingly,Loan Notes may not be offered, sold, resold or delivered, directly orindirectly, in, into or from the United States (or to any residents thereof) ifto do so would constitute a violation of the relevant laws of such jurisdiction.In addition, the relevant clearances and registrations have not been, and willnot be, sought to enable the Loan Notes to be offered in compliance with theapplicable securities laws of Canada, Australia or Japan (or any province orterritory thereof, if applicable) or any other jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction. Accordingly,Loan Notes may not be offered, sold, resold or delivered, directly orindirectly, in, into or from Canada, Australia or Japan (or to any residentsthereof) or any other jurisdiction (or to residents in that jurisdiction) if todo so would constitute a violation of the relevant laws of such jurisdiction. Rule 8 Disclosures Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,"interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of 365 Media, all "dealings" in any "relevant securities" of 365Media 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 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date 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 365 Media, 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 365 Media, by Sky Holdings or 365 Media or by any of theirrespective "associates" (within the meaning of the Code), must be disclosed nolater 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 doubt as to the application of Rule 8 to you, please contact anindependent 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). Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively as financial adviser to Sky and SkyHoldings and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Sky and Sky Holdings for providingthe protections afforded to clients of Lazard nor for providing advice inconnection with the Offer or this announcement or any matter referred to in thisannouncement. Merrill Lynch, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as broker to Sky and SkyHoldings and no one else in connection with the Offer and this announcement andwill not be responsible to anyone other than Sky and Sky Holdings for providingthe protections afforded to clients of Merrill Lynch nor for providing advice inconnection with the Offer or this announcement or any matter referred to in thisannouncement. UBS is acting exclusively as financial adviser to 365 Media and no one else inconnection with the Offer and this announcement and will not be responsible toanyone other than 365 Media for providing the protections afforded to clients ofUBS nor for providing advice in connection with the Offer or this announcementor any matter referred to in this announcement. This information is provided by RNS The company news service from the London Stock Exchange