Sky: LSE delisting, Murdoch resignation
October 9, 2018
By Colin Mann
Following confirmation that Comcast has acquired 21st Century Fox’s stake in Sky and now effectively owns 77 per cent of the company, Sky has announced its intention to cancel its listing at the London Stock Exchange, and also revealed that James Murdoch is among seven directors who have resigned from the Board with immediate effect.
In a Statement, Sky says it notes the announcement by Comcast Bidco Limited (an indirect wholly-owned subsidiary of Comcast Corporation) that the recommended mandatory cash offer by Comcast to acquire the entire issued and to be issued share capital of Sky for £17.28 per Sky Share has become wholly unconditional, following the completion of its purchase of the 672,783,139 Sky Shares held by Twenty-First Century Fox, Inc. or its affiliates (representing approximately 39.12 per cent of the issued ordinary share capital of Sky).
Cancellation of listing
Sky also notes that the announcement that Comcast has acquired or received acceptances in respect of Sky Shares representing over 75 per cent of the voting rights of Sky. Accordingly, Sky announces that applications will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of listing and trading of Sky Shares. Pursuant to Listing Rule 5.2.11R, Sky announces that the cancellation notice period of 20 business days commenced today and cancellation is expected to become effective on November 7th 2018.
As stated in the Mandatory Offer Document, it is also proposed that, as soon as possible after the delisting of Sky Shares, Sky will be re-registered as a private limited company.
Investors are advised that if they do not accept the Mandatory Offer, they may become a minority shareholder in an unlisted private subsidiary of Comcast with no certainty of any future opportunity to sell their shares.
Delisting of the Sky Shares and the re-registration of Sky as a private limited company would significantly reduce the liquidity and marketability of any Sky Shares in respect of which the Comcast Offer has not been accepted at that time. There can be no certainty that Sky would pay any further dividends or other distributions or that such minority Sky Shareholders would again be offered an opportunity to sell their Sky Shares on terms which are equivalent to those under the Comcast Offer.
The outgoing Independent Committee of Sky recommends that Sky Shareholders who have not yet done so accept the Comcast Offer and urges such shareholders to accept immediately.
Comcast has stated that the Comcast Offer will remain open for acceptances until further notice.
Directorate changes
Sky also announced changes to the composition of its board as a result of the Comcast Offer becoming unconditional in all respects. The following directors have resigned from the Sky board with immediate effect: James Murdoch; John Nallen; Chase Carey; Martin Gilbert; Andy Sukawaty; Tracy Clarke; Katrin Wehr-Seiter.
Matthieu Pigasse and Adine Grate have agreed to remain on the Sky Board for the time being. James Conyers, Sky’s Group General Counsel, has been appointed to the Sky board as an executive director with immediate effect.
“As we’ve said before, we consider Comcast’s offer to be an excellent outcome for Sky shareholders,” commented Martin Gilbert, outgoing Chairman of the Independent Committee of Sky. “On behalf of the Independent Committee of Sky, I wish to thank Jeremy [Darroch] and Andrew [Griffiths] for their outstanding leadership of the business throughout the twenty-one month bid process and congratulate everyone at Sky on creating such a successful company that has attracted strategic interest from one of the world’s greatest media companies. We congratulate Comcast on reaching completion of its acquisition of Sky, and continue to advise that those shareholders who have not yet tendered into the recommended Comcast offer should do so immediately.”