Sky Deutschland AG / Key word(s): Corporate Action/Capital Increase 12.09.2010 20:48 --------------------------------------------------------------------------- * 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 20:48 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. 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-News: Sky Deutschland AG: Rights issue: Subscription price EUR 1.05 per new share
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