FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of July, 2007
31 July, 2007
BRITISH SKY BROADCASTING GROUP PLC
(Name of Registrant)
Grant Way, Isleworth, Middlesex, TW7 5QD England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not Applicable
EXHIBIT INDEX
Exhibit
EXHIBIT NO.1 Press release of British Sky Broadcasting Group plc
announcing Offer for Amstrad PLC released on 31 July 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
Summary
- The Boards of Sky and Amstrad are pleased to announce that
they have agreed the terms of a recommended cash offer to be made by Sky Digital
Supplies, a wholly-owned subsidiary of Sky, for the entire issued and to be
issued share capital of Amstrad.
- The Offer is 150 pence in cash for each Amstrad Share,
valuing the entire issued share capital of Amstrad at approximately GBP125.0
million.
- The Offer represents a premium of approximately 23.7 per
cent. to the Closing Price of 121.25 pence for each Amstrad Share on 30 July
2007, the last business day prior to the date of this announcement.
- A Loan Note Alternative is being made available to Amstrad
Shareholders (other than Restricted Overseas Persons) who validly accept the
Offer on the basis of GBP1 in nominal value of Loan Notes for each GBP1 of cash
consideration.
The Amstrad Directors, who have been so advised by Rothschild, consider the
terms of the Offer to be fair and reasonable and unanimously recommend that
Amstrad Shareholders accept the Offer, as the Amstrad Directors have irrevocably
undertaken to do (or procure to be done) in respect of their own beneficial
interests and holdings (including, in respect of Sir Alan Sugar, those Amstrad
Shares held by Amshold Limited, a company controlled by Sir Alan) representing
approximately 27.9 per cent. of the issued share capital of Amstrad. In
providing advice to the Amstrad Directors, Rothschild has taken into account the
commercial assessments of the Amstrad Directors.
Sky has received irrevocable undertakings to accept (or procure the acceptance
of) the Offer from the Amstrad Directors, as well as irrevocable undertakings
and a letter of intent from certain other Amstrad Shareholders, in respect of,
in aggregate, 37,306,097 Amstrad Shares, representing approximately 44.8 per
cent. of the issued share capital of Amstrad.
In its capacity as a major supplier to the Sky Group, Amstrad currently designs
and develops set-top boxes to the Sky Group's specification and then contracts
out the manufacturing to specialists in electronics manufacturing services
(EMS). In the financial year ended 30 June 2007, Amstrad supplied approximately
30 per cent. of the set-top boxes purchased by the Sky Group and Sky believes
that the Sky Group accounted for approximately 75 per cent. of Amstrad's
revenues.
The acquisition of Amstrad will provide Sky with an in-house design and
development capability, which Sky believes will deliver significant operational
and financial benefits and enable the Sky Group to source some of its products
directly from specialist electronics manufacturers. The acquisition of Amstrad
will provide the Sky Group with:
- an in-house product design and development capability,
creating significant potential cost savings and facilitating enhanced future
technological innovation;
- an ability to accelerate the development of new and more
innovative products for customers;
- greater control over product design and technical
specification and enhanced flexibility to deliver continual improvement in
product quality;
- a significant reduction in procurement costs within its
supply chain as margin currently generated by Amstrad on the supply of equipment
to the Sky Group will be retained within the Sky business; and
- an expected enhancement to the Sky Group's earnings within
the current financial year.1
1 This statement does not constitute a profit forecast and should not be
interpreted to mean that earnings per share for the financial year ending 30
June 2008 or any subsequent financial period will necessarily be greater than
those for any preceding financial period.
The Offer Document and the Form of Acceptance will be posted to Amstrad
Shareholders (and, for information only, to Amstrad Optionholders) today.
Copies of the Offer Document and the Form of Acceptance will be available from
Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU and from Merrill Lynch at Merrill Lynch Financial
Centre, 2 King Edward Street, London EC1A 1HQ.
Commenting on the Offer, Sky's Chief Executive Officer, James Murdoch, said:
"Sky and Amstrad have had a long and positive relationship. The acquisition
accelerates supply chain improvement and will help us to drive innovation and
efficiency for the benefit of our customers."
Commenting on the Offer, Amstrad's Chairman and Chief Executive, Sir Alan Sugar,
said:
"Amstrad has worked closely with Sky for many years and I cannot imagine a
better home for the Amstrad business and its talented people. Our companies
share the entrepreneurial spirit of bringing innovation to the largest number of
customers. Sky is a great British success story. I'm proud to have worked so
closely with it, and I look forward to continuing to play a part in this
exciting business."
Enquiries
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)
Mark Astaire
+44 (0) 20 7628 1000
Simon Gorringe
+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
Rule 2.10
In accordance with Rule 2.10 of the Code, Amstrad confirms that it has
83,315,826 ordinary shares of 10 pence each in issue and admitted to trading on
the London Stock Exchange.
The ISIN code for these securities is GB0000953850.
Further information
This summary should be read in conjunction with the full text of the following
announcement. Terms used in this summary shall have the meaning given to them
in the full announcement.
The conditions to which the Offer will be subject are set out in Appendix 1 to
this announcement. Appendix 3 to this announcement contains definitions of
certain expressions used in this announcement.
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.
The Loan Notes will not be listed on any stock exchange and have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended, or under any relevant securities laws of any state of the United States
and the relevant clearances have not been, and will not be, obtained from the
regulatory authority of any province or territory of Canada. In addition, no
prospectus in relation to the Loan Notes has been, or will be, lodged with or
registered by the Australian Securities and Investments Commission and no steps
have been, nor will be, taken to enable the Loan Notes to be offered in
compliance with the applicable securities laws of Japan, New Zealand or any
other country or jurisdiction outside the United Kingdom. The Loan Notes will
not be offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United States, Canada, Australia, New Zealand or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
in such jurisdiction.
This announcement contains certain forward-looking statements, including
statements regarding the Sky Group's plans, objectives and expected performance.
Such statements relate to events and depend on circumstances that will occur
in the future and are subject to risks, uncertainties and assumptions. There
are a number of factors which could cause actual results and developments to
differ materially from those expressed or implied by such forward-looking
statements including, among others, the enactment of legislation or regulation
that may impose costs or restrict activities; the re-negotiation of contracts or
licences; fluctuations in demand and pricing in the media industry; fluctuations
in exchange controls; changes in government policy and taxations; industrial
disputes; war and terrorism. Information on some risks and uncertainties are
described in the "Risk Factors" section of Sky's Annual Report for the year
ended 30 June 2007. Copies of the Annual Report are available on request from
Sky or from Sky's web page at www.sky.com/corporate. These forward-looking
statements speak only as at the date of this announcement.
Rule 8 disclosures
Under the provisions of Rule 8.3 of the Code, if any person is or becomes
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Amstrad, all "dealings" in any "relevant securities" of
Amstrad by such person (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Amstrad, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Amstrad, by Sky Digital Supplies or Amstrad, or by any of their
respective "associates" (within the meaning of the Code), must be disclosed by
no later than 12.00 noon (London time) on the business day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236
7013).
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.
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
1. Introduction
The Boards of Sky and Amstrad are pleased to announce that they have agreed the
terms of a recommended cash offer to be made by Sky Digital Supplies, a
wholly-owned subsidiary of Sky, for the entire issued and to be issued share
capital of Amstrad.
2. The Offer
The Offer, which is on the terms and conditions set out in Appendix 1 to this
announcement and is subject to the further terms set out in the Offer Document
and the Form of Acceptance, is being made on the following basis:
for each Amstrad Share 150 pence in cash
The Offer values the entire issued share capital of Amstrad at approximately
GBP125.0 million and represents a premium of approximately 23.7 per cent. to the
Closing Price of 121.25 pence for each Amstrad Share on 30 July 2007, the last
business day prior to the date of this announcement.
The Offer includes a Loan Note Alternative which is being made available to
Amstrad Shareholders (other than Restricted Overseas Persons) who validly accept
the Offer on the basis of GBP1 in nominal value of Loan Notes for each GBP1 of
cash consideration.
The Amstrad Shares to be acquired pursuant to the Offer will be acquired fully
paid and free from all liens, equities, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever and
together with all rights now or hereafter attaching thereto, including voting
rights and, without limitation, the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement.
3. The Loan Note Alternative
As an alternative to all or part of the cash consideration to which they would
otherwise be entitled under the Offer, Amstrad Shareholders (other than
Restricted Overseas Persons) who validly accept the Offer will be entitled to
elect to receive Loan Notes to be issued by Sky Digital Supplies on the
following basis:
for each GBP1 of cash consideration GBP1 in nominal value of Loan Notes
The Loan Notes will be issued by Sky Digital Supplies, credited as fully paid,
in amounts and multiples of GBP1 in nominal value. The Loan Notes will
constitute direct, unsecured and unsubordinated obligations of Sky Digital
Supplies and will be guaranteed as to the payment of principal (but not any
interest payable on the principal) by The Royal Bank of Scotland plc until 30
September 2012 and, subsequently, by Sky. Entitlements to Loan Notes will be
rounded down to the nearest pound and the balance of the consideration will be
disregarded and not paid. The Loan Notes will not be transferable (other than by
a noteholder to a spouse/civil partner, parent, child, certain family members or
a family trust of any of them or by way of security to a bank or financial
institution) and no application will be made for them to be listed on, or dealt
on, any stock exchange or other trading facility.
Unless Sky Digital Supplies otherwise determines, no Loan Notes will be issued
unless, by the time the Offer becomes or is declared unconditional in all
respects, valid elections for the Loan Note Alternative have been received which
will result in the issue of at least GBP5 million in nominal value of Loan
Notes. If insufficient elections are received, Amstrad Shareholders who have
validly accepted the Offer and who elect for the Loan Note Alternative will,
instead, receive cash in accordance with the terms of the Offer.
Subject to this, the Loan Note Alternative will remain open for acceptance for
so long as the Offer remains open for acceptance. The Loan Note Alternative is
conditional on the Offer becoming or being declared unconditional in all
respects.
The Loan Notes will bear interest from the date of issue, payable in arrears
(less any applicable tax), in half-yearly instalments on 31 March and 30
September in each year. For the period from the date of issue of the Loan Notes
until 29 September 2012, interest will be payable at a rate equal to one per
cent. per annum below LIBOR and, subsequently, at a rate of 0.5 per cent. per
annum below LIBOR, in each case to be determined on the first business day of
each interest period. The first interest period will be in respect of the
period commencing on the issue of a Loan Note up to (but excluding) 31 March
2008.
Holders of the Loan Notes will have the option to redeem all or any part (being
GBP500 in nominal value or any integral multiple thereof or, to the extent that
it is less than GBP500, any outstanding balance) of their Loan Notes on six
months' notice, commencing on 31 March 2008 (provided that date is at least six
months after issue of the Loan Notes) and thereafter at half-yearly intervals on
31 March and 30 September each year. If at any time the aggregate principal
value of all outstanding Loan Notes that have not been repaid, purchased or
cancelled is less than GBP5 million, the Loan Notes may be redeemed by Sky
Digital Supplies on not less than 30 days' written notice provided that the Loan
Notes which are to be so redeemed have been in issue for more than six months.
If not previously redeemed, all outstanding Loan Notes will be redeemed on 30
September 2017.
The Loan Notes will not be listed on any stock exchange and have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended, or under any relevant securities laws of any state of the United States
and the relevant clearances have not been, and will not be, obtained from the
regulatory authority of any province or territory of Canada. In addition, no
prospectus in relation to the Loan Notes has been, or will be, lodged with or
registered by the Australian Securities and Investments Commission and no steps
have been, nor will be, taken to enable the Loan Notes to be offered in
compliance with the applicable securities laws of Japan, New Zealand or any
other country or jurisdiction outside the United Kingdom. The Loan Notes will
not be offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United States, Canada, Australia, New Zealand or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
in such jurisdiction.
An application for clearance in respect of the Loan Notes will be made to HM
Revenue & Customs by Amstrad under section 138 of the Taxation of Chargeable
Gains Act 1992. Neither the Offer nor the Loan Note Alternative are conditional
on such clearance being obtained.
Merrill Lynch has advised that, based on market conditions on 27 July 2007
(being the latest practicable date prior to this announcement), in its opinion
the value of the Loan Notes (if the Loan Notes had then been in issue) would
have been not less than 99 pence for each GBP1 of nominal value.
Further details of the terms of the Loan Notes are contained in the Offer
Document.
4. Recommendation
The Amstrad Directors, who have been so advised by Rothschild, consider the
terms of the Offer to be fair and reasonable and unanimously recommend that
Amstrad Shareholders accept the Offer, as the Amstrad Directors have irrevocably
undertaken to do (or procure to be done) in respect of their own beneficial
interests and holdings (including, in respect of Sir Alan Sugar, those Amstrad
Shares held by Amshold Limited, a company controlled by Sir Alan). In providing
advice to the Amstrad Directors, Rothschild has taken into account the
commercial assessments of the Amstrad Directors.
5. Irrevocable undertakings and letter of intent
Sky has received irrevocable undertakings to accept (or procure the acceptance
of) the Offer from the Amstrad Directors in respect of their beneficial
shareholdings (including, in respect of Sir Alan Sugar, those Amstrad Shares
held by Amshold Limited, a company controlled by Sir Alan) amounting to, in
aggregate, 23,228,887 Amstrad Shares, representing approximately 27.9 per cent.
of the issued share capital of Amstrad.
Sky has also received an irrevocable undertaking and a letter of intent to
accept (or procure the acceptance of) the Offer from certain other Amstrad
Shareholders in respect of, in aggregate, 14,077,210 Amstrad Shares,
representing approximately 16.9 per cent. of the issued share capital of
Amstrad.
Accordingly, Sky has received irrevocable undertakings and a letter of intent to
accept (or procure the acceptance of) the Offer in respect of, in aggregate,
37,306,097 Amstrad Shares, representing approximately 44.8 per cent. of the
issued share capital of Amstrad.
Further details of the irrevocable undertakings and the letter of intent are set
out in Appendix 2 to this announcement.
6. Background to and reasons for recommending the Offer
Amstrad's main activity is the design development, marketing and distribution of
satellite, telecommunications and other consumer electronic products. Over the
course of its history, Amstrad has sold a wide range of products including
telephones, audio equipment, satellite receivers and televisions. Amstrad has
continuously adapted its product range and expertise and sought out new products
and services to maximise margins as these markets have come under pricing
pressure from low-cost producers in the Far East. Amstrad's current activities
comprise:
Satellite set-top receivers
In 1997, through Sir Alan Sugar's longstanding personal relationship with Sky,
Amstrad entered the contract manufacturing business with its first Sky satellite
receiver contract. This was the result of Amstrad's decision to move away from
retail sales of mass market consumer electronic products, with their declining
margins, and concentrate instead on products for non-retail trade customers.
These customers require bespoke electronic products for their businesses,
allowing Amstrad to concentrate on efficient design development and low-cost
manufacturing for a small number of high volume contracts.
The development of bespoke digital set-top boxes is time-consuming and requires
highly skilled personnel and therefore the potential order volume and margin has
to be carefully considered before embarking on any new contract. While there
are many potential markets and customers, Amstrad has been rigorous in applying
these criteria in order to avoid taking on contracts which are, ultimately,
unlikely to prove profitable.
As a result, Amstrad currently designs, develops and sells standard definition
and/or high definition set-top boxes and PVR set-top boxes to only two major
satellite broadcaster customers, Sky and Sky Italia. Despite enjoying good
working relationships with both of these customers, the Amstrad Directors
recognise the vulnerability of the reliance on just two customers.
E-mailer phone
Between 2000 and 2006, Amstrad developed and sold a number of different versions
of the e-mailer phone, a fixed line telephone that provides customers with
e-mail and internet access. Amstrad's business model for the product was to
sell the phone below cost with a continuing revenue stream derived from usage of
the phone by the installed base. In the year ended 30 June 2006, as a result of
the threat from the increasing affordability of home computers, Amstrad made the
strategic decision to cease development and production of the phones and all of
the Amstrad Group's remaining e-mailer inventory was sold. The e-mailer
business since then has comprised solely ongoing usage revenue from the
installed user base which continues to generate significant, but gradually
declining, profitable revenue from e-mail, internet access, SMS, downloading of
ringtones and advertising.
Hong Kong business
The primary function of Amstrad's Hong Kong business is to act as a local
support for the manufacture and administration of the delivery of other products
for the Amstrad Group. It also designs, manufactures and sells audio products
to the US and European markets, which generates a marginal profit.
Discussions with Sky
As a result of their close working relationship with Sky, the Amstrad Directors
came to believe that it would be a logical business step for Sky to take full
in-house control of its future hardware and software development and
manufacturing. Whilst it would take Sky considerable time and expense to
acquire the necessary skills in engineering, product development and
manufacturing, if Sky decided to pursue such a strategy, it was clear that the
long-term future of Amstrad could be under threat from the potential loss of its
largest customer, which would be difficult to replace.
Consequently, the Amstrad Directors concluded that now is the right time for
Amstrad to become a part of a larger organisation and therefore decided to
engage in discussions with Sky regarding the significant operational and
financial opportunity an offer for Amstrad would represent for Sky.
The Offer
Amstrad Shareholders have, to date, enjoyed increasing annual dividend payments
over a number of years, as well as the special dividend of 32 pence for each
Amstrad Share that was paid by Amstrad on 8 December 2006. This Offer gives
Amstrad Shareholders the opportunity to achieve, in addition, a significant
premium to the current share price of Amstrad. The Amstrad Directors believe
this represents excellent value in view of the uncertainty of Amstrad's future
as an independent company, as well as securing the futures of Amstrad's very
loyal and highly skilled staff.
Accordingly, the Amstrad Directors have concluded that the terms of the Offer
are fair and reasonable and unanimously recommend that Amstrad Shareholders
accept the Offer, as the Amstrad Directors have irrevocably undertaken to do (or
procure to be done) in respect of their own beneficial interests and holdings
(including, in respect of Sir Alan Sugar, those Amstrad Shares held by Amshold
Limited, a company controlled by Sir Alan).
7. Background to and reasons for the Offer
The Sky Group currently purchases all of the set-top boxes it supplies to its
DTH customers from third party suppliers such as Amstrad. The suppliers from
whom the Sky Group currently purchases set-top boxes undertake the design of the
product to Sky's specification but the suppliers contract out the majority of
the actual manufacture to companies specialising in electronics manufacturing
services (EMS). The majority of products sourced by the Sky Group have now
reached a level of maturity where Sky believes that sourcing directly from EMS
will be able to deliver it significant financial and operational benefits. In
order to be able to do this, Sky requires certain new skills to be brought
in-house, and the acquisition of Amstrad will be a significant step in acquiring
these capabilities.
Amstrad has been a major supplier to the Sky Group for a number of years and is
currently supplying both standard Digiboxes and Sky+. In the financial year
ended 30 June 2007, Amstrad supplied approximately 30 per cent. of the set-top
boxes purchased by the Sky Group and Sky believes that the Sky Group accounted
for approximately 75 per cent. of Amstrad's revenues. Sky believes that the
skills and experience that Amstrad possesses provide the most efficient
mechanism to implement an EMS strategy.
Sky expects that an EMS strategy will significantly reduce procurement costs
within its supply chain, whilst offering the Sky Group the chance to capture the
margin currently generated by Amstrad in the supply of set-top boxes to the Sky
Group and from its other business activities. Furthermore, Sky believes that an
EMS strategy will give it improved control over product design and specification
and enhanced flexibility to deliver continual improvements in product quality.
Sky also believes that Amstrad's software and hardware design and development
expertise will enhance the Sky Group's ability to rapidly develop new products
incorporating an even wider range of innovative technologies, thus accelerating
the delivery to its customers of the next generation of entertainment and
communications services. It will also give Sky greater control over the
development of products already in the pipeline.
Sky expects the acquisition will be earnings enhancing within the current
financial year.(1)
8. Information on Sky
The Sky Group currently owns, operates, distributes and retails 25 Sky
television channels including Sky One, Sky Sports, Sky News and Sky Movies (or
28 channels including multiplex versions of the Sky television channels, but
excluding simulcast channels and the business channels, Sky Venue and the Pub
Channel). In addition, the Sky Group currently retails 133 third party
television channels to its DTH subscribers and holds equity interests in a
number of joint venture channels.
At 30 June 2007, there were approximately 8,582,000 DTH subscribers to the Sky
Group television service, 716,000 Sky Broadband customers and 526,000 Sky Talk
customers.
In its audited accounts for the year ended 30 June 2007, the Sky Group reported
revenue of GBP4,551 million (2006: GBP4,148 million) and profit before taxation
of GBP724 million (2006: GBP798 million). As at 30 June 2007, the Sky Group had
net assets of GBP47 million.
9. Information on Amstrad
Amstrad currently designs, develops and sells standard definition and/or
high-definition set-top boxes and PVR set-top boxes to two major satellite
broadcaster customers. In addition, Amstrad derives a revenue stream from the
ongoing usage of its installed e-mailer phone customer base and owns a Hong Kong
business which designs, manufactures and sells audio products to the US and
Europe.
10. Management and employees
Sky attaches great importance to the skills and experience of the existing
management and employees of Amstrad and believes that opportunities for them
will be enhanced in the event that the Offer becomes or is declared
unconditional in all respects.
Sky has given assurances to Amstrad that the existing employment rights of the
management and employees of Amstrad will be fully safeguarded upon the Offer
becoming or being declared unconditional in all respects.
The Amstrad Directors, other than Sir Alan Sugar, will resign as directors of
Amstrad upon the Offer becoming or being declared unconditional in all respects,
although it is intended that all the executive directors (being Sir Alan Sugar,
Simon Sugar, Martin Bland, Ian Saward and John Beattie) will continue in their
current management positions. Martin Bland will also step down as company
secretary of Amstrad. James Murdoch and Jeremy Darroch will be appointed as
directors of Amstrad upon the Offer becoming or being declared unconditional in
all respects.
Sky does not currently anticipate that the Offer, if successful, will have any
significant adverse impact on its own employees.
11. Amstrad Share Option Scheme
The Offer is being extended to any Amstrad Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) while the
Offer remains open for acceptance (or, subject to the Code, by such earlier date
as Sky or Sky Digital Supplies may decide), including Amstrad Shares issued
pursuant to the exercise of options granted under the Amstrad Share Option
Scheme or otherwise.
If the Offer becomes or is declared unconditional in all respects, to the extent
options remain unexercised or have not lapsed, Sky Digital Supplies will make
appropriate proposals to the participants in the Amstrad Share Option Scheme at
that time.
12. Financing of the Offer
The Offer will be financed from the Sky Group's existing cash resources.
Merrill Lynch is satisfied that Sky Digital Supplies has the necessary financial
resources available to satisfy full acceptance of the Offer. Full acceptance of
the Offer, based on 83,315,826 Amstrad Shares in issue at the date of this
announcement and a further 278,833 Amstrad Shares being issued, assuming the
exercise of all outstanding options under the Amstrad Share Option Scheme which
have an exercise price at or below the Offer price of 150 pence for each Amstrad
Share, would involve a maximum cash payment of approximately GBP125.4 million.
13. Compulsory acquisition, de-listing and cancellation of trading
Upon the Offer becoming or being declared unconditional in all respects and
sufficient acceptances having been received, Sky Digital Supplies intends to
apply the provisions of sections 979 to 991 (inclusive) of the Companies Act
2006 to acquire compulsorily the remaining Amstrad Shares on the same terms as
the Offer. If the Offer becomes or is declared unconditional in all respects,
Sky Digital Supplies intends 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 the cancellation of admission to trading of
Amstrad Shares on its market for listed securities. Such cancellation of
listing and admission to trading will take effect no earlier than 20 business
days after (a) Sky Digital Supplies has by virtue of its shareholding (if any)
and acceptances under the Offer, acquired or agreed to acquire 75 per cent. of
the issued share capital of Amstrad or (b) the first date of issue of compulsory
acquisition notices under section 979 of the Companies Act 2006.
The cancellation of listing and admission to trading of Amstrad Shares would
significantly reduce the liquidity and marketability of any Amstrad Shares not
assented to the Offer.
14. Offer Document and Form of Acceptance
The Offer Document and Form of Acceptance will be posted today to Amstrad
Shareholders (and, for information purposes, to Amstrad Optionholders). Copies
of the Offer Document and the Form of Acceptance will be available from Capita
Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU and from Merrill Lynch at Merrill Lynch Financial Centre, 2 King
Edward Street, London EC1A 1HQ.
If you are in any doubt as to the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
15. General
Neither Sky Digital Supplies nor any of its directors, nor to the best of Sky
Digital Supplies' knowledge and belief, any person acting in concert with Sky
Digital Supplies is interested in or has any rights to subscribe for any Amstrad
Shares or has borrowed or lent any Amstrad Shares, nor does any such person have
any short position whether conditional or absolute and whether in the money or
otherwise (including a short position under a derivative) or any arrangement in
relation to Amstrad Shares. For these purposes, "interest" includes any long
economic exposure, whether conditional or absolute, to changes in the price of
securities and a person is treated as having an "interest" by virtue of the
ownership or control of securities or by virtue of any options (including traded
options) in respect of, or derivatives referenced to, securities and
"arrangement" includes any agreement to sell or any delivery obligation or right
to require another person to purchase or take delivery of Amstrad Shares and
also includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature relating to Amstrad Shares
which may be an inducement to deal or refrain from dealing in such securities.
Enquiries
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)
Mark Astaire
+44 (0) 20 7628 1000
Simon Gorringe
+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
Rule 2.10
In accordance with Rule 2.10 of the Code, Amstrad confirms that it has
83,315,826 ordinary shares of 10 pence each in issue and admitted to trading on
the London Stock Exchange.
The ISIN code for these securities is GB0000953850.
Further information
The conditions to which the Offer is subject are set out in Appendix 1 to this
announcement. Appendix 3 to this announcement contains definitions of certain
expressions used in this announcement.
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 contains 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.
The Loan Notes will not be listed on any stock exchange and have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended, or under any relevant securities laws of any state of the United States
and the relevant clearances have not been, and will not be, obtained from the
regulatory authority of any province or territory of Canada. In addition, no
prospectus in relation to the Loan Notes has been, or will be, lodged with or
registered by the Australian Securities and Investments Commission and no steps
have been, nor will be, taken to enable the Loan Notes to be offered in
compliance with the applicable securities laws of Japan, New Zealand or any
other country or jurisdiction outside the United Kingdom. The Loan Notes will
not be offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United States, Canada, Australia, New Zealand or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant law
in such jurisdiction.
This announcement contains certain forward-looking statements, including
statements regarding the Sky Group's plans, objectives and expected performance.
Such statements relate to events and depend on circumstances that will occur
in the future and are subject to risks, uncertainties and assumptions. There
are a number of factors which could cause actual results and developments to
differ materially from those expressed or implied by such forward-looking
statements including, among others, the enactment of legislation or regulation
that may impose costs or restrict activities; the re-negotiation of contracts or
licences; fluctuations in demand and pricing in the media industry; fluctuations
in exchange controls; changes in government policy and taxations; industrial
disputes; war and terrorism. Information on some risks and uncertainties are
described in the "Risk Factors" section of Sky's Annual Report for the year
ended 30 June 2007. Copies of the Annual Report are available on request from
Sky or from Sky's web page at www.sky.com/corporate. These forward-looking
statements speak only as at the date of this announcement.
Rule 8 disclosures
Under the provisions of Rule 8.3 of the Code, if any person is or becomes
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Amstrad, all "dealings" in any "relevant securities" of
Amstrad by such person (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Amstrad, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Amstrad, by Sky Digital Supplies or Amstrad or by any of their
respective "associates" (within the meaning of the Code), must be disclosed by
no later than 12.00 noon (London time) on the business day following the date of
the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236
7013).
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.
Appendix 1
Conditions and Certain Further Terms of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by 3.00 p.m. on the first closing date of the Offer (the First
Closing Date) or such later time(s) and/or date(s) as the Offeror may, with the
consent of the Panel or in accordance with the Code, decide in respect of not
less than 90 per cent. in nominal value (or such lesser percentage as the
Offeror may decide) of the Amstrad Shares to which the Offer relates, provided
that this condition will not be satisfied unless the Offeror shall have
acquired, or agreed to acquire, pursuant to the Offer or otherwise, Amstrad
Shares carrying more than 50 per cent. of the voting rights normally exercisable
at a general meeting of Amstrad, including for this purpose (to the extent, if
any, required by the Panel) any such voting rights attaching to any Amstrad
Shares that are unconditionally allotted or issued before the Offer becomes or
is declared unconditional as to acceptances whether pursuant to the exercise of
any outstanding subscription or conversion rights or otherwise and for the
purposes of this condition:
(i) Amstrad Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights they will carry on issue;
and
(ii) the expression Amstrad Shares to which the Offer relates
shall be construed in accordance with sections 974 to 991 of the Companies Act
2006;
(b) the Office of Fair Trading or the appropriate Minister in the
United Kingdom indicating, in terms satisfactory to the Offeror, that the
proposed acquisition of the entire issued and to be issued share capital of
Amstrad by the Offeror or any matter arising therefrom (including, but not
limited to, any public interest consideration) or related thereto will not be
referred to the Competition Commission and the deadline for appealing such a
decision to the Competition Appeal Tribunal having expired without such an
appeal having been made;
(c) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or
agency (including any trade agency) or any court or other body (including any
professional or environmental body) or person in any jurisdiction (each a
Relevant Authority) having decided to take, instituted or threatened any action,
proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed and there not continuing to be outstanding any statute, regulation,
order or decision that would or might:
(i) make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, Amstrad by the Offeror void,
unenforceable or illegal or directly or indirectly prohibit or otherwise
materially restrict, delay or interfere with the implementation of, or impose
material additional conditions or obligations with respect thereto, or require
material amendment therof, or otherwise challenge or interfere with, the Offer
or the acquisition of any shares in, or control of, Amstrad by the Offeror;
(ii) require, prevent or delay the divestiture (or alter the
terms of any proposed divestiture) by the Wider Sky Group or the Wider Amstrad
Group of all or any material part of their respective businesses, assets or
properties or impose any limitation on their ability to conduct all or any part
of their respective businesses and to own any of their respective assets or
properties;
(iii) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Sky Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management control over,
any member of the Wider Amstrad Group or on the ability of any member of the
Wider Amstrad Group to hold or exercise effectively, directly or indirectly, all
or any rights of ownership of shares or other securities (or the equivalent) in,
or to exercise management control over, any other member of the Wider Amstrad
Group;
(iv) require any member of the Wider Sky Group or of the Wider
Amstrad Group to acquire or offer to acquire any shares or other securities (or
the equivalent) in any member of the Wider Amstrad Group or any member of the
Wider Sky Group;
(v) impose any material limitation on the ability of any member
of the Wider Sky Group or the Wider Amstrad Group to integrate or co-ordinate
its business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Sky Group and/or the Wider Amstrad
Group; or
(vi) otherwise materially and adversely affect the business,
assets, financial or trading position or profits or prospects of any member of
the Wider Sky Group or of the Wider Amstrad Group,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(d) all necessary notifications and filings having been made and
all appropriate waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having expired, lapsed
or been terminated in each case in respect of the Offer and the acquisition of
any shares in, or control of, Amstrad by the Offeror and all authorisations,
orders, grants, recognitions, confirmations, licences, consents, clearances,
permissions and approvals (authorisations) necessary or appropriate in any
jurisdiction for or in respect of the Offer and the proposed acquisition of any
shares in, or control of, Amstrad by the Offeror being obtained in terms and in
a form satisfactory to the Offeror from appropriate Relevant Authorities or from
any persons or bodies with whom any member of the Wider Sky Group or the Wider
Amstrad Group has entered into contractual arrangements that are material in the
context of the Wider Amstrad Group taken as a whole and such authorisations
together with all material authorisations necessary or appropriate for any
member of the Wider Amstrad Group to carry on its business remaining in full
force and effect at the time at which the Offer becomes unconditional in all
respects and no intimation of any intention to revoke, suspend, restrict or
modify or not to renew any of the same having been made and all necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
(e) except as publicly announced by Amstrad by the delivery of an
announcement to a Regulatory Information Service or fairly disclosed by Amstrad
to the Offeror or its advisers, in each case prior to the date of this
announcement, there being no provision of any agreement, arrangement, licence or
other instrument to which any member of the Wider Amstrad Group is a party or by
or to which any such member or any of its assets is or may be bound, entitled or
subject which, as a result of the making or implementation of the Offer or the
acquisition or proposed acquisition by the Offeror of any shares in, or change
in the control or management of, Amstrad or otherwise, would or might result in
(in any case to an extent which is materially adverse in the context of the
Wider Amstrad Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of any such member of the Wider Amstrad Group becoming repayable or
capable of being declared repayable immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member of the Wider Amstrad Group or any such security interest
(whenever arising or having arisen) becoming enforceable;
(iii) any assets or interest of any such member of the Wider
Amstrad Group being or falling to be disposed of or charged or any right arising
under which any such asset or interest could be required to be disposed of or
charged other than in the ordinary course;
(iv) the interest or business of any such member of the Wider
Amstrad Group in or with any other person, firm or company (or any agreements or
arrangements relating to such interest or business) being terminated or
adversely modified or affected;
(v) any such member of the Wider Amstrad Group ceasing to be able
to carry on business under any name under which it presently does so;
(vi) the financial or trading position or prospects of any member
of the Wider Amstrad Group being prejudiced or adversely affected; or
(vii) the creation of any liability (actual or contingent) by any
such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which any member of the Wider
Amstrad Group is a party or by or to which any such member or any of its assets
may be bound or be subject, could result in any events or circumstances as are
referred to in subparagraphs (i) to (vii) of this paragraph (e) in any case
where such result would be material in the context of the Wider Amstrad Group
taken as a whole;
(f) except as publicly announced by Amstrad by the delivery of
an announcement to a Regulatory Information Service or fairly disclosed by
Amstrad to the Offeror or its advisers, in each case prior to the date of this
announcement, no member of the Wider Amstrad Group having since 31 December
2006:
(i) issued or agreed to issue or authorised the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between Amstrad and wholly-owned subsidiaries of Amstrad or
upon the exercise of rights to subscribe for Amstrad Shares pursuant to options
granted under the Amstrad Share Option Scheme before the date of this
announcement) or redeemed, purchased or reduced any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any
treasury shares;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution,
whether payable in cash or otherwise, other than a distribution by any
wholly-owned subsidiary of Amstrad;
(iv) implemented or authorised any merger or demerger or acquired
or disposed of or transferred, mortgaged or charged, or created any other
security interest over, any asset or any right, title or interest in any asset
(including shares and investments) (other than in the ordinary course of
trading) which, in each case, is material in the context of the Wider Amstrad
Group taken as a whole;
(v) implemented or authorised any reconstruction, amalgamation,
scheme or other transaction or arrangement (otherwise than in the ordinary
course of business) which in each case is material in the context of the Wider
Amstrad Group taken as a whole;
(vi) made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any indebtedness
or contingent liability which in each case is material in the context of the
Wider Amstrad Group taken as a whole;
(vii) entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long-term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of a nature
or magnitude which is material in the context of the Wider Amstrad Group taken
as a whole;
(viii) entered into any contract, commitment or arrangement which
would be materially restrictive on the business of any member of the Wider
Amstrad Group or the Wider Sky Group;
(ix) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;
(x) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up (voluntary or otherwise),
dissolution or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;
(xi) waived, compromised or settled any claim otherwise than in the
ordinary course of business or in a manner or on terms that are material in the
context of the Wider Amstrad Group taken as a whole;
(xii) entered into or varied in any material respect the terms of
any service agreement or arrangement with any director or senior executive of
Amstrad;
(xiii) entered into any trust deeds constituting pension schemes
established for its directors and/or employees and/or their dependants; or
(xiv) entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this condition in any case
which is material in the context of the Wider Amstrad Group taken as a whole;
(g) since 31 December 2006, except as publicly announced by
Amstrad by the delivery of an announcement to a Regulatory Information Service
or fairly disclosed by Amstrad to the Offeror or its advisers, in each case
prior to the date of this announcement:
(i) no adverse change having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Amstrad Group which is material in the context of the Wider Amstrad Group taken
as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Amstrad Group
or to which any member of the Wider Amstrad Group is a party (whether as
plaintiff or defendant or otherwise) and no investigation by any Relevant
Authority or other investigative body against or in respect of any member of the
Wider Amstrad Group having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Amstrad Group
to an extent that is material in the context of the Wider Amstrad Group taken as
a whole; and
(iii) no contingent or other liability having arisen which would
or might reasonably be expected to adversely affect any member of the Wider
Amstrad Group in a way which is material in the context of the Wider Amstrad
Group taken as a whole;
(h) the Offeror not having discovered that, except as publicly
announced by Amstrad by the delivery of an announcement to a Regulatory
Information Service or fairly disclosed by Amstrad to the Offeror or its
advisers, in each case prior to the date of this announcement:
(i) any financial, business or other information publicly
disclosed at any time by any member of the Wider Amstrad Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading which in any case is material
and adverse to the financial or trading position of the Wider Amstrad Group
taken as a whole;
(ii) any member of the Wider Amstrad Group is subject to any
liability, contingent or otherwise, which is not disclosed in the Annual Report
and Accounts of Amstrad for the year ended 30 June 2006 or in the interim report
for the six months to 31 December 2006 and which is material in the context of
the Wider Amstrad Group taken as a whole;
(iii) any past or present member of the Wider Amstrad Group has
failed to comply with any applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority with regard
to the storage, disposal, discharge, spillage, release, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or that there has otherwise been any such storage,
disposal, discharge, spillage, release, leak or emission (whether or not the
same constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which non
compliance would be likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Wider Amstrad Group and
which is material in the context of the Wider Amstrad Group taken as a whole; or
(iv) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Amstrad Group under any
environmental legislation, regulation, notice, circular or order of any Relevant
Authority in any jurisdiction and which is material in the context of the Wider
Amstrad Group taken as a whole.
The Offeror reserves the right at its absolute discretion to waive, in whole or
in part, all or any of the above conditions, except condition (a).
The Offer will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by the Offeror in
its reasonable opinion to have been or remain satisfied by midnight on the day
which is 21 days after the later of the first closing date of the Offer and the
date on which the Offer becomes or is declared unconditional as to acceptances
(or such later date as the Offeror may, with the consent of the Panel or in
accordance with the Code, decide). The Offeror shall be under no obligation to
waive or treat as satisfied any of conditions (b) to (h) inclusive by a date
earlier than the date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.
If Sky or the Offeror is required by the Panel to make an offer for any Amstrad
Shares under Rule 9 of the Code, Sky or the Offeror (as the case may be) may
make such alterations to the above conditions as are necessary to comply with
that Rule.
The Offer will lapse (unless the Panel otherwise consents) if, before the first
closing date of the Offer or the date when the Offer becomes or is declared
unconditional as to acceptances (whichever is the later), the Offer, or any
aspect of it, is referred to the Competition Commission.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and those Amstrad Shareholders who have, as at the time of such lapse, accepted
the Offer shall then cease to be bound by their acceptances of the Offer
submitted at or before the time when the Offer lapses.
The Offer will be governed by English law and be subject to the jurisdiction of
the English Courts.
Appendix 2
Irrevocable Undertakings and Letter of Intent to Accept the Offer
1. Irrevocable undertakings
Amstrad Shareholder Number of Amstrad Shares
providing the irrevocable undertaking
Amshold Limited* 23,026,313
Simon Sugar 100,000
Martin Bland 69,000
Ian Saward 10,000
John Beattie 1,000
Jeoff Samson 3,074
Margaret Mountford 10,000
Claude Littner 9,500
Herald Investment Management Limited 6,131,597
*Amshold Limited is a company controlled by Sir Alan Sugar
In respect of the undertakings given by Amshold Limited and the Amstrad
Directors, these undertakings will cease to be binding only if the Offer lapses
or is withdrawn and remain binding in the event that a third party makes a
higher competing offer for Amstrad.
In respect of the undertaking from Herald Investment Management Limited, this
undertaking will cease to be binding if the Offer lapses or is withdrawn or if a
third party makes or announces an offer for Amstrad on terms which represent a
value which is at least 10 per cent. higher than the value of the Offer.
2. Letter of intent
Amstrad Shareholder
providing the letter of intent Number of Amstrad Shares
Schroder Investment Management Limited
7,945,613
Appendix 3
Definitions
In this announcement, the following expressions have the following meanings
unless the context otherwise requires:
Australia the Commonwealth of Australia, its states, territories and possessions
Board the Board of directors of Sky, Sky Digital Supplies or Amstrad (as the case may be)
business day any day, other than a Saturday, Sunday or public or bank holiday, on which banks are
generally open for business in the City of London
Canada Canada, its provinces, territories and all areas subject to its jurisdiction and any
political sub-division thereof
Amstrad Amstrad plc of Brentwood House, 169 Kings Road, Brentwood, Essex CM14 4EF
Amstrad Directors the directors of Amstrad
Amstrad Group Amstrad and its subsidiary undertakings
Amstrad Optionholders the participants in the Amstrad Share Option Scheme
Amstrad Share Option Scheme the 1997 Performance Related Share Option Scheme
Amstrad Shareholders the holders of Amstrad Shares
Amstrad Shares the existing unconditionally allotted or issued and fully paid ordinary shares of 10
pence each in the capital of Amstrad and any further such shares which are
unconditionally allotted or issued fully paid prior to the date that the Offer
closes (or such earlier date as Sky Digital Supplies may, with the Panel's consent
and subject to the Code, decide)
Closing Price the closing middle market price of an Amstrad Share on a particular day as derived
from the Daily Official List
Code the City Code on Takeovers and Mergers
Daily Official List the daily official list of the London Stock Exchange
DTH direct to home satellite television
EMS electronics manufacturing services
Form of Acceptance the form of acceptance, authority and election relating to the Offer which
accompanies the Offer Document
Japan Japan, its cities, prefectures, territories and possessions
LIBOR London Inter-Bank Offered Rate for six month sterling deposits
Listing Rules the Listing Rules of the UK Listing Authority
Loan Note Alternative the loan note alternative whereby eligible Amstrad Shareholders who validly accept
the Offer may elect to receive Loan Notes in lieu of all or part of the cash
consideration to which they would otherwise have been entitled under the Offer
Loan Notes the unsecured guaranteed loan notes of GBP1 each of Sky Digital Supplies to be issued
pursuant to the Loan Note Alternative
London Stock Exchange London Stock Exchange plc
Merrill Lynch Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street,
London EC1A 1HQ
Offer Document the document sent to Amstrad Shareholders (and, for information only, to Amstrad
Optionholders) containing the terms and conditions of the Offer
Offer the offer being made by Sky Digital Supplies to acquire the entire issued and to be
issued share capital of Amstrad on the terms and subject to the conditions set out
in the Offer Document and the Form of Acceptance (including, where the context so
requires, the Loan Note Alternative and any subsequent revision, variation,
extension or renewal of such offer)
Offeror Sky Digital Supplies
Official List the official list maintained by the UK Listing Authority
Panel The Panel on Takeovers and Mergers
PVR personal video recorder
Regulatory Information any of the services set out in Appendix 3 to the Listing Rules from time to time
Service
Restricted Overseas Persons a person (including an individual, partnership, unincorporated syndicate, limited
liability company, unincorporated organisation, trust, trustee, executor,
administrator or other legal representative) in, or resident in, or any person whom
Sky Digital Supplies believes to be in, or resident in, or with a registered address
in the United States, Australia, Canada, New Zealand or Japan and any custodian,
nominees or trustee holding Amstrad Shares for persons in such jurisdictions and
persons in any other jurisdiction (other than persons in the UK) whom Sky Digital
Supplies is advised to treat as restricted overseas persons in order to observe the
laws of such jurisdiction or to avoid the requirement to comply with any
governmental or other consent or any registration, filing or other formality which
Sky Digital Supplies regards as unduly onerous
Rothschild NM Rothschild & Sons Limited of New Court, St. Swithin's Lane, London EC4P 4DU
Sky British Sky Broadcasting Group plc of Grant Way, Isleworth, Middlesex TW7 5QD
Sky Digital Supplies Sky Digital Supplies Limited, a wholly-owned subsidiary of Sky
Sky Group Sky and its subsidiary undertakings
SMS short message service
UK Listing Authority the Financial Services Authority acting in its capacity as the competent authority
for the purposes of Part VI of the Financial Services and Markets Act 2000
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any State of the
United States of America and the District of Columbia, and all other areas subject
to its jurisdiction
US person a US person as defined in Regulation S under the United States Securities Act of
1933, as amended
Wider Amstrad Group means Amstrad and its subsidiary undertakings, associated undertakings and any other
undertakings in which Amstrad and such undertakings (aggregating their interests)
have a substantial interest
Wider Sky Group means Sky and its subsidiary undertakings, associated undertakings and any other
undertakings in which Sky and such undertakings (aggregating their interests) have a
substantial interest
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
For the purposes of this announcement, subsidiary, subsidiary undertaking,
undertaking and associated undertaking have the meanings given by the Companies
Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985) (and substantial interest means a direct or indirect
interest in 20 per cent. or more of the equity capital of an undertaking).
--------------------------
(1) This statement does not constitute a profit forecast and
should not be interpreted to mean that earnings per share for the financial year
ending 30 June 2008 or any subsequent financial period will necessarily be
greater than those for any preceding financial period.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRITISH SKY BROADCASTING GROUP PLC
Date: 31 July, 2007 By: /s/ Dave Gormley
Dave Gormley
Company Secretary