Sky Deutschland AG / Key word(s): Capital Increase
21.01.2013 08:12
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.
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Preliminary financial results for 2012
- Full year EBITDA between negative EUR48.0m and negative EUR58.0m (2011:
negative EUR155.5m)
- Full year ARPU approximately EUR31.88 (2011: EUR30.46)
- Q4 ARPU approximately EUR32.70 (Q4 2011: EUR31.29)
Details of rights issue
- Issue of up to 20,400,017 new shares at a subscription price of EUR4.46
per share
- Up to EUR91.0m of gross proceeds expected
- Sky's shareholders are entitled to 1 new share for 42 existing shares
- News Adelaide committed to fully exercise its subscription rights in
respect of its 54.5% shareholding
- Subscription period planned for 22 January to 4 February 2013
- Subscription rights trading planned for 22 to 31 January 2013
- First day of trading of new shares from rights offering expected on 8
February 2013
Unterföhring, 21 January 2013 - As a result of the strong operational
performance, Sky expects to achieve full year 2012 EBITDA in the range
between negative EUR48.0 million and negative EUR58.0 million, which
compares to negative EUR155.5 million for the full year 2011. Preliminary
ARPU for full year increased to approximately EUR31.88 (2011: EUR30.46) and
for Q4 rose to approximately EUR32.70 (Q4 2011: EUR31.29). On 14 January
2013, the company announced its preliminary subscriber metrics for full
year 2012 together with the new long-term financing structure.
Following today's publication of the prospectus, Sky Deutschland will offer
up to 20,400,017 new registered shares from authorized capital with
subscription rights for its existing shareholders to raise gross proceeds
of up to EUR91.0 million. The subscription ratio will be 42:1. This means
that shareholders of Sky Deutschland will be entitled to exercise their
subscription rights at a subscription ratio of one new share for every 42
existing shares held at the record date (evening) of 21 January 2013. News
Adelaide Holdings B.V., a fully-owned indirect subsidiary of News
Corporation, has committed to exercise all of its subscription rights with
respect to its existing 54.5% shareholding.
The subscription price per share has been set at EUR4.46, which equals the
share price of the private placement of shares to News Adelaide on 14
January 2013.
Subscription right holders may exercise their subscription rights to
purchase new shares from 22 January 2013 through 4 February 2013. The
subscription rights will be traded on the Frankfurt Stock Exchange from 22
to 31 January 2013. It is planned to include the new shares in the existing
listing of Sky Deutschland shares on the Frankfurt Stock Exchange on 8
February 2013.
Any new shares not subscribed for by subscription right holders may be
purchased in part or in full by News Adelaide at the subscription price.
Shares not taken up by subscription right holders or purchased by News
Adelaide may be offered to institutional investors in a private placement
at or above the subscription price.
The rights issue will increase Sky Deutschland's total number of
outstanding shares from 856,800,738 to up to 877,200,755 shares with a
notional value of EUR1.00 per share.
The financial support provided by News Adelaide in the offering is subject
to certain conditions.
Full and audited annual results will be announced on 28 February 2013.
Contact for investors and analysts:
Christine Scheil
Vice President Investor Relations
Tel.: +49 89/99 58-10 10
christine.scheil@sky.de
Contact for media:
Dr. Jörg E. Allgäuer
Vice President Corporate Communications
Tel.: +49 89/99 58-63 77
joerg.allgaeuer@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 J.P. Morgan, Merrill Lynch International,
Citigroup or UniCredit Bank AG or on the Sky Deutschland AG website
ir.sky.de.
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 of Sky Deutschland AG 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. Sky
Deutschland AG does not intend to register any portion of the offering in
the United States or to conduct a public offering of shares of Sky
Deutschland AG in the United States.
This release contains forward-looking statements based on the currently
held beliefs and assumptions of the management of Sky Deutschland AG (and
together with its subsidiaries, the 'Sky Deutschland Group'), which are
expressed in good faith and are, in the management's opinion, reasonable.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause future events or developments, including
the profitability, financial condition, performance and other business
aspects of Sky Deutschland AG or the Sky Deutschland Group, or general
media industry events or developments, to differ materially from the events
or developments presumed, expressed or implied by such forward-looking
statements. Given these risks, uncertainties and other factors, recipients
of this document are cautioned not to place undue reliance on these
forward-looking statements. Sky Deutschland AG disclaims any obligation to
update these forward-looking statements to reflect future events or
developments.
While all reasonable care has been taken to ensure that the information and
facts stated herein are accurate and that the opinions and expectations
contained herein are fair and reasonable, no representation or warranty,
expressed or implied, is made by Sky Deutschland AG or any member of the
Sky Deutschland Group with respect to the fairness, completeness,
correctness, reasonableness or accuracy of any information or opinion
contained herein. It is pointed out that this release may be incomplete or
condensed, and it may not contain all material information concerning Sky
Deutschland AG or the Sky Deutschland Group.
J.P. Morgan, Merrill Lynch International, Citigroup and UniCredit Bank AG
are acting solely for Sky Deutschland AG and no one else and they will
neither be responsible to anyone other than Sky Deutschland AG for
providing the protections afforded to customers of J.P. Morgan, Merrill
Lynch International, Citigroup and UniCredit Bank AG nor for providing
advice in relation to the purchase of securities of Sky Deutschland AG.
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.
21.01.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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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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