DGAP-Adhoc Sky Deutschland AG: Sky Deutschland decides on first step of previously announced financing measures and issues approximately 71 million new shares
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Sky Deutschland AG / Key word(s): Capital Increase
09.02.2012 18:09
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES
Sky Deutschland decides on first step of previously announced financing
measures and issues approximately 71 million new shares
Unterföhring, 9 February 2012. Sky Deutschland today decided to increase
the company´s share capital by issuing 70,809,978 new ordinary registered
shares, corresponding to 10% of the share capital, from authorised capital.
The new shares will be offered to institutional investors by way of an
accelerated bookbuilding; shareholders´ subscription rights have been
excluded. The measure is part of an overall package announced on 2 February
2012 to enhance Sky Deutschland´s flexibility as well as enabling continued
investments in the core areas which fundamentally improve customer
satisfaction and drive subscriber and ARPU growth.
The accelerated bookbuilding process will commence today, 9 February 2012
and is expected to end no later than tomorrow, 10 February 2012. The offer
price is expected to be set and published no later than tomorrow,
10 February 2012.
News Adelaide Holdings, a fully owned indirect subsidiary of News
Corporation, has agreed to acquire shares in this capital raising such that
its shareholding in Sky Deutschland will remain at its current position of
49.9%.
The new shares will be admitted for trading on the regulated market of the
Frankfurt Stock Exchange and to the sub-segment of the regulated market
with additional post-admission obligations (Prime Standard).
As announced on 2 February 2012, Sky Deutschland plans to raise proceeds of
EUR300 million in 2012 and this represents the first step in that process.
The remaining proceeds to reach an aggregate of EUR300 million by the end
of September 2012 are planned either through a rights offering, another
private placement, a shareholder loan, and/or a potential convertible bond
offering.
Merrill Lynch International and UniCredit Bank AG act as joint bookrunners
for this transaction.
In the context of this transaction, Sky Deutschland has entered, subject to
certain exceptions, into a three months lock-up agreement with the joint
bookrunners.
Contact for investors and analysts:
Christine Scheil
Vice President Investor Relations
Tel.: +49 89/99 58-10 10
christine.scheil@sky.de
Contact for press:
Dr. Jörg E. Allgäuer
Vice President Corporate Communications
Tel.: +49 89/99 58-63 77
joerg.allgaeuer@sky.de
The distribution of this announcement and the offer and sale of the shares
in certain jurisdictions may be restricted by law.
No offer
This press release is for information only and does not constitute an offer
to sell, purchase, exchange or transfer any securities or a solicitation of
any such offer in the United States or any other jurisdiction. The
securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the ´Securities Act´)
and may not be offered or sold in the United States absent registration or
an exemption from registration under the Securities Act. Neither Sky
Deutschland AG (the ´Seller´) nor any other participant in the transactions
described herein intends to register any securities under the Securities
Act or with any securities regulatory authority of any state or other
jurisdiction in the United States in connection with the proposals
described in this announcement.
Merrill Lynch International and UniCredit Bank AG are acting solely for the
Seller and no one else and will not be responsible for providing the
protections afforded to customers of Merrill Lynch International and
UniCredit Bank AG nor for providing advice in relation to the transaction.
The shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any
prospectus or offering document relating to the shares in such
jurisdiction.
No action has been taken by the Seller or Merrill Lynch International or
UniCredit Bank AG or any of their respective affiliates that would permit
an offering of the shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
securities in any jurisdiction where action for that purpose is required.
In member states of the European Economic Area (´EEA´), this announcement
and any offer if made subsequently is directed only at persons who are
´qualified investors´ within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) (´Qualified Investors´). Any
person in the EEA who acquires the securities in any offer (an ´investor´)
or to whom any offer of the securities is made will be deemed to have
represented and agreed that it is a Qualified Investor. Any investor will
also be deemed to have represented and agreed that any securities acquired
by it in the offer have not been acquired on behalf of persons in the EEA
other than Qualified Investors or persons in the UK and other member states
(where equivalent legislation exists) for whom the investor has authority
to make decisions on a wholly discretionary basis, nor have the securities
been acquired with a view to their offer or resale in the EEA to persons
where this would resulting a requirement for publication by the Seller or
Merrill Lynch International or UniCredit Bank AG of a prospectus pursuant
to Article 3 of the Prospectus Directive. The Seller and Merrill Lynch
International and UniCredit Bank AG and any of their affiliates, and others
will rely upon the truth and accuracy of the foregoing representations and
agreements.This release contains statements regarding future developments
that are based on current evaluations and are made to the best knowledge of
the management of Sky Deutschland AG. Such statements with regard to future
developments are subject to known and unknown risks, uncertainties and
other factors that could cause the profit situation, profitability, value
development or the performance of Sky Deutschland AG or the success of the
media industry to diverge from the profit situation, profitability, value
development or performance that are expressly or implicitly assumed or
described in the statements concerned. In view of the risks and
uncertainties and other factors, readers of this press release should not
rely on such statements to a disproportionate extent. Sky Deutschland AG
has no obligation to act in keeping with such statements regarding future
developments or to alter its actions to accommodate future events and
developments.
This release contains statements regarding future developments that are
based on current evaluations and are made to the best knowledge of the
management of Sky Deutschland AG. Such statements with regard to future
developments are subject to known and unknown risks, uncertainties and
other factors that could cause the profit situation, profitability, value
development or the performance of Sky Deutschland AG or the success of the
media industry to diverge from the profit situation, profitability, value
development or performance that are expressly or implicitly assumed or
described in the statements concerned. In view of the risks and
uncertainties and other factors, readers of this press release should not
rely on such statements to a disproportionate extent. Sky Deutschland AG
has no obligation to act in keeping with such statements regarding future
developments or to alter its actions to accommodate future events and
developments.
09.02.2012 DGAP´s Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Sky Deutschland AG
Medienallee 26
85774 Unterföhring
Germany
Phone: +49 (0)89 9958-02
Fax: +49 (0)89 9958-6239
E-mail: ir@sky.de
Internet: info.sky.de
ISIN: DE000SKYD000
WKN: SKYD00
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service
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