DGAP-Adhoc Sky Deutschland AG: EUR155.8 million gross proceeds from capital increase
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Sky Deutschland AG / Key word(s): Capital Increase
09.02.2012 23:28
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
EUR155.8 million gross proceeds from capital increase
Unterföhring, 9 February 2012. Sky Deutschland AG has successfully placed
70,809,978 new shares issued from authorised capital, corresponding to
10 percent of the share capital, in an accelerated bookbuilding process.
The shares were mainly placed with international institutional investors.
35,334,179 shares - 49.9 percent of the shares offered - were placed with
News Adelaide Holdings B.V., a fully owned indirect subsidiary of News
Corporation. Thus, News Adelaide Holdings B.V.´s stake in Sky Deutschland
remains at 49.9 percent.
The offer price for the new shares was set at EUR2.20. As a result of the
capital increase, Sky Deutschland will receive gross proceeds of around
EUR155.8 million. The number of shares issued by Sky Deutschland AG after
completion of the capital raising will amount to 778,909,762 shares.
This capital measure marks the first step of an overall package announced
on 2 February 2012 to enhance Sky´s flexibility as well as enabling
continued investments in the core areas which fundamentally improve
customer satisfaction and drive subscriber and ARPU growth. In total, Sky
Deutschland plans to raise gross proceeds of EUR300 million in 2012. The
remaining proceeds of EUR144.2 million 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.
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
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.
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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