Sky Deutschland AG / Key word(s): Corporate Action/Capital Increase
12.09.2010 20:21
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.
---------------------------------------------------------------------------
* Sky Deutschland to issue up to 269,580,929 new shares by way of a rights
offering
* Increase of the nominal share capital from approx. EUR 539.2m by up to
EUR 269.6m to a maximum of EUR 808.7m
* Partially backstopped by News Corporation such that its shareholding does
not exceed a level of 49.90 percent after the rights offering
* Existing Sky shareholders may subscribe for 1 new share for every 2
existing shares
* Subscription period from 14 to 27 September 2010 (subject to the approval
of the prospectus by BaFin)
* Subscription rights trading from 14 to 23 September 2010 (subject to the
approval of the prospectus by BaFin)
* First day of trading of new shares expected on 30 September 2010
Munich, 12 September 2010. Today, the Management Board of Sky Deutschland
AG has set the subscription price at EUR 1.05 per new share. At this price,
News Corporation will, subject to certain conditions, partially backstop
the capital increase to such extent that its shareholding does not exceed a
level of 49.90 percent of Sky Deutschland's share capital after completion
of the rights offering.
Depending on the number of shares subscribed for or otherwise placed with
investors, the nominal share capital will increase by up to EUR 269,580,929
from EUR 539,161,858 to a maximum of EUR 808,742,787. The new shares have a
notional value of EUR 1.00 per share.
The rights issue is the first part of Sky Deutschland's planned new
financing measures, which were announced on 2 August 2010. In addition to
the rights issue, Sky plans to raise capital through the issuance of a
convertible bond to and/or a shareholder loan from News Adelaide Holdings
B.V. and/or a News' designee. News Adelaide Holdings B.V, a fully-owned
indirect subsidiary of News Corporation, currently holding 45.42 percent of
Sky Deutschland's registered share capital, has agreed to backstop these
financing measures, subject to certain conditions, to ensure gross proceeds
of not less than EUR 340 million in total. News Adelaide Holdings B.V. has
agreed - subject to certain conditions - to exercise its subscription
rights and/or to acquire all new shares that have not been purchased by
other existing shareholders or new investors, at the subscription price,
provided however, that it will not be required to acquire new shares such
that its shareholding in Sky Deutschland exceeds 49.90 percent following
the completion of the rights offering.
Shareholders of Sky Deutschland will be entitled to exercise their
subscription rights at a subscription ratio of 1 new share for every 2
existing shares held. In addition to the subscription rights granted
pursuant to the subscription ratio, Sky Deutschland AG will provide
shareholders who are entitled to subscription rights with the option of
exercising so-called over-subscription rights.
Subject to the approval of the prospectus by the German Federal Financial
Supervisory Authority (BaFin) and the publication of the approved
prospectus, the subscription period will commence on 14 September 2010 and
is expected to end on 27 September 2010. Subscription rights for the new
shares (ISIN DE000A1EW1S2) are intended to trade on the regulated market of
the Frankfurt Stock Exchange (floor trading / Parketthandel) in the period
from 14 September 2010 to and including 23 September 2010. As of
14 September 2010, the existing shares of Sky Deutschland AG are expected
to be quoted on the regulated market of the Frankfurt Stock Exchange
ex-subscription rights (ex Bezugsrecht). The new shares are expected to be
included in the existing quotation of Sky Deutschland's shares on
30 September 2010.
The Royal Bank of Scotland and UniCredit Bank AG act as Joint Global
Coordinators and Joint Lead Managers for the capital increase.
This ad hoc release is available on the internet at info.sky.de.
Contact for press:
Dr. Hans-Jürgen Croissant
Senior Vice President Corporate Communications
Tel.: +49 89/99 58-63 97
hans-juergen.croissant@sky.de
Contact for investors and analysts:
Christine Scheil
Vice President Investor Relations
Tel.: +49 89/99 58-10 10
christine.scheil@sky.de
This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus which is to be published. An investment
decision regarding the publicly offered securities of Sky Deutschland AG
should only be made on the basis of the securities prospectus. The
securities prospectus will be published promptly upon approval by the
Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be
available free of charge from The Royal Bank of Scotland N.V. (London
Branch) (250 Bishopsgate, EC2M 4AA London, United Kingdom) or UniCredit
Bank AG (ArabellastraÃe 12, 81925 Munich, Germany) or on the Sky
Deutschland AG website.
These materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities in the United States,
Germany or any other jurisdiction. The shares (the 'Shares') of Sky
Deutschland AG (the 'Company') may not be offered or sold in the United
States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended. The Company does not intend to register
any portion of the offering in the United States or to conduct a public
offering of Shares of the Company in the United States.
This release contains statements regarding future developments that have
been based on current evaluations and have been made to best of the
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 those profit
situations, profitability, value development or performance results that
are assumed expressly or implied or described in these statements regarding
the future. Considering these risks, uncertainties and well as other
factors, readers of these documents should not rely in an incommensurate
manner on these statements dealing with future developments. Sky
Deutschland AG has no obligation to behave in keeping with such statements
regarding future developments or to alter its behavior to accommodate
future events and developments.
12.09.2010 20:21 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
Deutschland
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 Hamburg, München, Düsseldorf, Berlin, Stuttgart, Hannover
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: Sky Deutschland AG: Rights issue: Subscription price EUR 1.05 per new share
| Source: EQS Group AG