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News –
5 September 2007 |
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BSkyB Group PLC -
Offer Update |
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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 |
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RECOMMENDED CASH OFFER
by
SKY DIGITAL SUPPLIES LIMITED
a wholly-owned subsidiary of
BRITISH SKY BROADCASTING GROUP PLC
for
AMSTRAD PLC
OFFER UNCONDITIONAL IN ALL RESPECTS
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On 31 July 2007, Sky Digital
Supplies, a wholly-owned subsidiary of Sky, made a recommended cash
offer (with a Loan Note Alternative) for the entire issued and to be
issued share capital of Amstrad.
On 24 August 2007, the Office of Fair Trading announced that the Offer
does not create a relevant merger situation under the provisions of
the Enterprise Act 2002.
As at 3.00 p.m. (London time) on 4 September 2007, valid acceptances
of the Offer had been received in respect of a total of 74,564,685
Amstrad Shares, representing approximately 89.49 per cent. of the existing
issued share capital of Amstrad.
The directors of Sky Digital Supplies are pleased to announce that
all of the conditions of the Offer have now been satisfied or waived.
Accordingly, the Offer has been declared unconditional in all respects.
On 31 July 2007, the directors of Sky Digital Supplies announced that
they had received irrevocable undertakings and a letter of intent to
accept the Offer in respect of 37,306,097 Amstrad Shares, representing
approximately 44.8 per cent. of the existing issued share capital of
Amstrad. Valid acceptances have been received in respect of all of
these Amstrad Shares.
The Offer will remain open for acceptance until further notice and
remains subject to the terms set out in the Offer Document.
Amstrad Shareholders who have not yet accepted the Offer and who hold
Amstrad Shares 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 as possible to Capita Registrars at Corporate Actions,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional
Forms of Acceptance are available from Capita Registrars by telephoning
0870 162 3121 or, if calling from outside the UK, on +44 208 639 3399.
If you hold your Amstrad Shares in uncertificated form (that is, in
CREST) you are urged to accept the Offer by TTE Instructions as soon
as possible.
Settlement of the consideration due under the Offer will be effected
on or before 19 September 2007 for Amstrad Shareholders who have already
validly accepted the Offer. Settlement for Amstrad Shareholders who
validly accept the Offer after the date of this announcement will be
effected within 14 days of receipt of their valid acceptance.
Sky Digital Supplies intends, as soon as practicable once sufficient
acceptances have been received, to apply the provisions of sections
979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily
any outstanding Amstrad Shares to which the Offer relates.
Sky Digital Supplies also intends, when practicable, to procure that
Amstrad applies to the UK Listing Authority for the cancellation of
listing of Amstrad Shares on the Official List and to the London Stock
Exchange for cancellation of admission to trading of Amstrad Shares
on its market for listed securities.
Terms used in this announcement shall have the meaning given to them
in the Offer Document, unless the context requires otherwise.
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Enquiries |
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Sky
Analysts / Investors:
Andrew Griffith
+44 (0) 20 7705 3000
Robert 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 1000
Mark Astaire
+44 (0) 20 7628 1000
Amstrad
Martin Bland
+44 (0) 1277 228888
Rothschild
(Financial adviser to Amstrad)
Robert Leitao
+44 (0) 20 7280 5000
Frank PR
(Public relations adviser to Amstrad)
Graham Goodkind
+44 (0) 20 7693 6966 |
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Further information |
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For further information on Sky and Amstrad, please see www.sky.com
and www.amstrad.com, respectively.
This announcement does not constitute, or form part of, an offer or
solicitation of any offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities, pursuant
to the Offer or otherwise. The Offer will be made solely by the Offer
Document and the Form of Acceptance, which contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance or other response to the Offer should be made
on the basis of the information in the Offer Document and the Form
of Acceptance.
The availability of the Offer to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions
in which they are located. Persons who are not resident in the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the UK should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable requirements may constitute
a violation of the securities laws of any such jurisdiction. This announcement
has been prepared for the purpose of complying with English law and
the Code 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 of jurisdictions outside 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 legal obligation to, forward this announcement and/or the Offer
Document and/or any other related document to any jurisdiction outside
the UK should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdiction.
Further details in relation to overseas shareholders are contained
in the Offer Document.
Merrill Lynch is acting exclusively as financial adviser to Sky and
Sky Digital Supplies and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than
Sky and Sky Digital Supplies for providing the protections afforded
to clients of Merrill Lynch, nor for providing advice in connection
with the Offer or this announcement or any matter referred to in this
announcement.
Rothschild is acting exclusively as financial adviser to Amstrad and
no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Amstrad for providing
the protections afforded to clients of Rothschild, nor for providing
advice in connection with the Offer or this announcement or any matter
referred to in this announcement.
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