OFFER (THE “OFFER”) BY TWENTY-FIRST CENTURY FOX, INC. (OR A WHOLLY-OWNED SUBSIDIARY OF TWENTY-FIRST CENTURY FOX, INC.) (“21ST CENTURY FOX”), FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF SKY PLC (“SKY”).
ACCESS TO THIS WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION (A “RESTRICTED JURISICTION”).
This Microsite contains announcements, documents and other information (together, the “Information”) published by 21st Century Fox and/or Sky in connection with the Offer in compliance with the City Code on Takeovers and Mergers (the “Code”). The Information contained in this Microsite is being made available in good faith and for information purposes only and is subject to the terms and conditions set out below. There can be no certainty that any proposal will be forthcoming or that any offer or transaction will proceed or as to the terms of any such offer or transaction, should one proceed.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please read this notice carefully – it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this Microsite. The Information speaks only at the date of the relevant information reproduced on this Microsite. 21st Century Fox does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time and at its absolute discretion.
Any offer, if made, would be solely by means of a scheme document or offer document which would contain the full terms and conditions of the offer, including details on how it may be accepted. Any decision made in relation to any offer should be made solely on the basis of the information provided in any such document.
Access to the Information
You are attempting to enter this Microsite which is designated for the publication of documents and information in connection with the Offer.
Please read this notice carefully. It applies to all persons who view this Microsite and, depending on who you are and where you live, it may affect your rights or responsibilities. This notice and the information contained in it may be altered or updated from time to time and should be read in full carefully each time you visit this Microsite.
This Microsite contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by 21st Century Fox in good faith and for information purposes only and are subject to the terms and conditions set out below.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or the United States, or to agents, nominees, custodians or trustees for such persons, may be affected by the laws of the relevant jurisdictions. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.
The Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce, or any facilities of a national securities exchange, any Restricted Jurisdiction and any offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.
If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button below and seek independent advice. Neither 21st Century Fox nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Notice to US holders of Sky shares
The announcement does not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, 21st Century Fox determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations.
The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The receipt of cash pursuant to any offer by a US holder of Sky shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each 21st Century Fox shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.
Any offer will be made in the United States by 21st Century Fox and no one else. Neither Deutsche Bank AG (lead financial adviser to 21st Century Fox), Centerview Partners (financial adviser to 21st Century Fox), Goldman Sachs International (financial adviser to 21st Century Fox) and JP Morgan (financial adviser to 21st Century Fox), nor any of their respective affiliates, will be making any offer in the United States or in any other jurisdiction.
The Information contained in this Microsite does not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal UK market practice, 21st Century Fox, or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Sky shares outside the offer before or during the period in which any offer remains open for acceptance. Those purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and the United States, will be reported to a Regulatory Information Service provider and will be available on the London Stock Exchange website, www.londonstockexchange.com. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Exchange Act.
Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, contains statements which are, or may be deemed to be, “forward-looking statements” .within the meaning of Section 21E of the US Exchange Act , and Section 27A of the US Securities Act of 1933, as amended, with respect to the financial condition, results of operations and business of 21st Century Fox or Sky and certain plans and objectives of 21st Century Fox with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. Forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate the Offer or to make or take any filing or other action required to consummate the Offer in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the US Securities and Exchange Commission made by 21st Century Fox, important risk factors that may cause such a difference include, but are not limited to, (i) the completion of the Offer on anticipated terms and timing, (ii) the ability of Sky and 21st Century Fox to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from the Offer will harm Sky’s or 21st Century Fox’s businesses, (iv) legislative, regulatory and economic developments and (v) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of this notice
By accepting below, you:
- confirm that you are permitted to proceed to this Microsite and that you are not (nor do you act on behalf of someone who is) resident in, or a national or citizen of, any jurisdiction that renders the accessing of this Microsite, or any part of this Microsite, illegal;
- agree that you will not forward, transfer or distribute (by any means, including by electronic transmission) any Information in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- you represent and warrant to 21st Century Fox that you intend to access this Microsite for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
- you agree to be bound by the terms of the notice set out above and you confirm that you are permitted to proceed to this Microsite.