21st Century Fox Response to Statement by the UK’s Secretary of State for Culture, Media and Sport and
Ofcom's Decision Regarding Sky's Broadcasting License
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
21st Century Fox (21CF) notes today’s announcement by the Secretary of State for Culture, Media and Sport that she is
minded to refer its proposed acquisition of Sky to the Competition and Markets Authority (CMA) for a phase two review in respect of
the media plurality ground. We are pleased that she is minded not to refer to the CMA in respect of the commitment to broadcasting
standards.
While we welcome the Secretary of State’s decision on broadcasting standards, we are disappointed that she does not accept
Ofcom’s recommendation stated in its report that “….the proposed undertakings offered by Fox to maintain the editorial independence
of Sky News mitigate the media plurality concerns.”
Separately, 21CF is pleased that Ofcom recognizes that Sky, under full 21CF ownership, would remain a fit and proper holder of
broadcast licenses.
21CF will now make representations to the Secretary of State regarding her provisional decision and Ofcom’s report, and will
continue to work constructively with the UK authorities. In the event that the Secretary of State makes a final decision to refer
to the CMA, we would expect that the review would take at least 24 weeks. In such an event, the transaction is expected to close by
June 30, 2018.
About 21st Century Fox
21st Century Fox is the world's premier portfolio of cable, broadcast, film, pay TV and satellite assets spanning six continents
across the globe. Reaching more than 1.8 billion subscribers in approximately 50 local languages every day, 21st Century Fox is
home to a global portfolio of cable and broadcasting networks and properties, including FOX, FX, FXX, FXM, FS1, Fox News Channel,
Fox Business Network, FOX Sports, Fox Sports Network, National Geographic Channels, STAR India, 28 local television stations in the
U.S. and more than 300 international channels; film studio Twentieth Century Fox Film; and television production studios Twentieth
Century Fox Television and a 50 per cent. ownership interest in Endemol Shine Group. The Company also holds approximately 39.1 per
cent. of the issued shares of Sky, Europe’s leading entertainment company, which serves 22 million customers across five countries.
For more information about 21st Century Fox, please visit www.21CF.com.
Note to Editors:
The proposed acquisition has been cleared on public interest and plurality grounds in all of the markets in which Sky
operates outside of the UK, including Austria, Germany, Italy and the Republic of Ireland.
The acquisition has also received unconditional clearance by all competent competition authorities.
Further information
Reference is made to the announcement made on 15 December 2016 by the 21st Century Fox Board and the Independent Committee of
Sky that they had reached agreement on the terms of a recommended pre-conditional cash offer by 21st Century Fox for the fully
diluted share capital of Sky which 21st Century Fox and its Affiliates do not already own (the “Acquisition”). The full terms and
conditions of the Acquisition are set out in the announcement which was published on 15 December 2016 (the “Offer Announcement”).
Terms used but not defined in this announcement (the "Announcement") have the meanings given in the Offer Announcement unless the
context requires otherwise.
This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer
or invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other
response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. Sky Shareholders
are advised to read the formal documentation in relation to the Acquisition carefully once it has been dispatched.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Information relating to Sky Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with
information rights and other relevant persons for the receipt of communications from Sky may be provided to 21st Century Fox during
the Offer Period as required under Section 4 of Appendix 4 of the City Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom 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. In particular, the ability of persons who are not resident in the UK to
vote their Sky Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another
to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located.
This Announcement has been prepared for the purpose of complying with English law and the City 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. Sky Shareholders who are in any doubt regarding such matters should consult an appropriate
independent advisor in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Unless otherwise determined by 21st Century Fox or required by the City Code, and permitted by applicable law and regulation,
the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Sky Shareholders in overseas jurisdictions will be contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided
for under English company law. The Acquisition 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 Acquisition 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 exercises the right to implement the Acquisition by
way of a takeover offer and determines to extend the offer into the US, the Acquisition will be made in compliance with applicable
US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been
prepared in accordance with non-US accounting standards that 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 US.
It may be difficult for US holders of Sky Shares to enforce their rights and any claim arising out of the US federal laws in
connection with the Acquisition, since Sky is located in a non-US jurisdiction, and some or all of its officers and directors
reside outside of the US. Therefore, US holders of Sky Shares may not be able to sue a non-US company or its officers or directors
in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of this
transaction, passed upon the merits or fairness of this transaction or passed upon the adequacy or accuracy of the information
contained in this document.
US shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States
and, that such consequences, if any, are not described herein. US shareholders are urged to consult with legal, tax and financial
advisors in connection with making a decision regarding this transaction.
21st Century Fox reserves the right, subject to the prior consent of the Panel and the terms of the Co-operation Agreement,
to elect to implement the Acquisition by way of an Offer. If the Acquisition is implemented by way of an Offer, it will be done in
compliance with the applicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. 21st Century Fox, certain affiliated companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Sky outside such an Offer during the period in which such an Offer
would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US
and would be made in accordance with applicable law, including the US Exchange Act and the City Code.
Cautionary Statement Concerning Forward-Looking Statements
This Announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Factors that could affect future results are contained in our filings with the Securities and Exchange
Commission. There can be no assurance that the proposed transaction will be completed as anticipated or at all. The
“forward-looking statements” included in this Announcement are made only as of the date of this Announcement and we do not have any
obligation to publicly update any “forward-looking statements” to reflect subsequent events or circumstances, except as required by
law.
Dealing and Opening Position Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities
of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business
day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk , including details of the number of relevant securities in issue, when the Offer
Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website
This Announcement will be made available free of charge, subject to certain restrictions in relation to persons resident in
Restricted Jurisdictions, at www.21CF-offer-for-Sky.com by no later than 12 noon (London time) on the day after the Announcement is
made.
Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks
is incorporated into, or forms part of, this Announcement.
Sky Shareholders may request a hard copy of this Announcement by contacting Equiniti Limited on 0371 384 2091. Sky
Shareholders may also request that all future documents, announcements and information in relation to the Acquisition be sent in
hard copy form to such Sky Shareholder.
Time
All times shown in this Announcement are London times, unless otherwise stated.
21st Century Fox
Investors
Reed Nolte, +1-212-852-7092
Mike Petrie, +1-212-852-7130
or
Media
Nathaniel Brown, +1-212-852-7746
Miranda Higham, +44-207-019-5632
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