As required by UK takeover rules, 21st Century Fox (21CF) has posted an offer document and a form of acceptance to accept the offer to Sky shareholders in respect of its previously-announced cash offer for the fully diluted share capital of Sky which 21CF and its Affiliates do not already own at a price of £14.00 for each Sky share, that would be implemented by way of a takeover offer.
It is a requirement of the City Code on Takeovers and Mergers that 21CF publish an offer document in respect of its previously announced cash offer by no later than August 9th, 2018 (being the date falling 28 days after the satisfaction or waiver of the last outstanding pre-condition to the previously announced cash offer). 21CF satisfied this requirement by posting the Offer Document and Form of Acceptance.
21CF announced that it intends to implement the Acquisition by way of a takeover offer within the meaning of Part 28 of the Companies Act 2006, rather than by means of a scheme of arrangement in accordance with Part 26 of the Act, which was the proposed structure of the Acquisition prior to this announcement.
The Acquisition is conditional on, among other things, 21CF securing valid acceptances of the Offer in respect of Sky shares which represent 75 per cent or more of the Sky shares to which the Offer relates. 21CF reserves the right to reduce this acceptance condition to a level which is not less than a simple majority of all Sky shares (including those held by 21CF and its wholly-owned subsidiaries).
21CF notes that, in accordance with Rule 32.1 of the City Code, the deadline for publication of a revised offer document is September 22nd, 2018, or such later date as the Panel may determine in accordance with the City Code.
The Acquisition will be subject to the full terms and conditions which are set out in the Offer Document and Form of Acceptance.
In a Statement, the Independent Committee of Sky, set up to handle the ongoing bids by 21CF and Comcast, noted the publication today of the offer document. “Following the publication of the recommended offer document by Comcast on 13 July 2018, and today’s publication by 21CF, both the offers made by Comcast and 21CF have now been put to Sky shareholders,” it advised.
“As required under the Takeover Code, the Independent Committee will publish its formal response to the 21CF offer, including customary disclosures required under Rule 25 of the Code, within 14 days,” it added.