FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of October 2005
21 October, 2005
BRITISH SKY BROADCASTING GROUP PLC
(Name of Registrant)
Grant Way, Isleworth, Middlesex, TW7 5QD England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not Applicable
EXHIBIT INDEX
Exhibit
EXHIBIT NO.1 Press release of British Sky Broadcasting Group plc
announcing Recommended Offer for Easynet released on
21 October 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
RECOMMENDED CASH OFFER
by
LAZARD & CO., LIMITED AND MORGAN STANLEY & CO. LIMITED
on behalf of
SKY BROADBAND SERVICES LIMITED
a wholly-owned subsidiary of
BRITISH SKY BROADCASTING GROUP PLC
for
EASYNET GROUP PLC
Summary
* The Boards of BSkyB and Easynet are pleased to announce that they have
agreed the terms of a recommended cash offer, to be made by Lazard and
Morgan Stanley on behalf of the Offeror, a wholly-owned subsidiary of
BSkyB, for the entire issued and to be issued share capital of Easynet.
* The Offer is 175 pence in cash for each Easynet Share, valuing the entire
issued share capital of Easynet at approximately GBP 211 million.
* The Offer represents a premium of:
* approximately 81 per cent. to the Closing Price of 96.5 pence for each
Easynet Share on 14 October 2005, the last business day prior to the
commencement of the Offer Period; and
* approximately 38 per cent. to the Closing Price of 127.0 pence for
each Easynet Share on 20 October 2005, the last business day prior to
the date of this announcement.
The Easynet Directors, who have been so advised by ABN AMRO, consider the terms
of the Offer to be fair and reasonable and unanimously recommend that Easynet
Shareholders accept the Offer, as the Easynet Directors have irrevocably
undertaken to do (or procure to be done) in respect of their own beneficial
interests and holdings. In providing advice to the Easynet Directors, ABN AMRO
has taken into account the commercial assessments of the Easynet Directors.
BSkyB has received irrevocable undertakings to accept the Offer from the Easynet
Directors and certain other Easynet Shareholders in respect of, in aggregate,
19,175,334 Easynet Shares, representing approximately 15.9 per cent. of the
issued share capital of Easynet. BSkyB has also received a letter of intent to
accept the Offer from GAM London Limited in respect of 7,100,000 Easynet Shares,
representing approximately 5.9 per cent. of the issued share capital of Easynet.
Accordingly, BSkyB has received irrevocable undertakings and a letter of intent
to accept (or procure the acceptance of) the Offer in respect of, in aggregate,
26,275,334 Easynet Shares, representing approximately 21.8 per cent. of the
issued share capital of Easynet. Further details of the irrevocable undertakings
and the letter of intent are set out in Appendix II.
BSkyB believes that the acquisition of Easynet will bring it:
* an established presence in UK broadband:
* a leading position in Local Loop Unbundling in the UK with
232 local exchanges unbundled
* managerial and technical expertise to expand this local
infrastructure through the unbundling of additional exchanges
* ownership of key parts of a national network, giving it control
over the quality and availability of services to customers and
the ability to offer differentiated and innovative products
* an attractive source of new revenues and new customers for BSkyB as a
result of involvement in a fast growing segment of the UK
communications sector. The number of UK broadband connections
increased from approximately 4.4 million to 8.1 million, an increase
of 86 per cent., in the twelve months to 30 June 2005, and is
projected to continue to grow further in the future
* the opportunity to build on its nearly 8 million DTH subscriber
relationships.
The Offer Document and Form of Acceptance are being posted to Easynet
Shareholders (and, for information only, to Easynet Optionholders), although the
Offer is not being made, directly or indirectly, in or into the United States,
Canada, Australia or Japan. Copies of the Offer Document and the Form of
Acceptance are available from Capita Registrars at Corporate Actions, PO Box
166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH, from Lazard at 50
Stratton Street, London W1J 8LL and from Morgan Stanley at 25 Cabot Square,
Canary Wharf, London E14 4QA.
Commenting on the Offer, BSkyB's Chief Executive, James Murdoch, said:
"Today's offer reflects the exciting opportunities that now exist to combine
quality entertainment with significant high-speed connections. Entertainment is
at the core of Sky's success. Easynet's innovative network and technological
expertise perfectly complement Sky's strengths in programming and in making
technologies easy to use. We see value for families in moving well beyond just
another triple play to offer a new level of connected entertainment and
communications services."
Commenting on the Offer, Easynet's Chief Executive, David Rowe, said:
"We believe that this offer is in the interests of Easynet's shareholders,
customers and employees. This is a great opportunity to accelerate Easynet's
local loop footprint, capture market share for next generation broadband
services and support new and existing corporate and public sector customers."
ENQUIRIES
There will be a conference call and online powerpoint presentation for analysts
at 9.00 a.m. BST today. Please call Silvana Marsh at Finsbury on +44 (0)20 7251
3801 to register and obtain the dial-in details. The online powerpoint
presentation can be accessed from 9.00 a.m. BST at www.sky.com/corporate.
British Sky Broadcasting Group plc
Analysts / Investors:
Andrew Griffith
+44 (0)20 7705 3118
Robert Kingston
+44 (0)20 7705 3726
Press:
Robert Fraser
+44 (0)20 7705 3000
Lazard & Co., Limited Morgan Stanley & Co. Limited
(Joint Financial Adviser to BSkyB) (Joint Financial Adviser to BSkyB)
Trevor Nash Scott Matlock
Peter Warner Daniel Bailey
Sarah Carter Hugo Baring
+44 (0)20 7187 2000 +44 (0)20 7425 5000
Deutsche Bank AG London Goldman Sachs International
(Joint Corporate Broker to BSkyB) (Joint Corporate Broker to BSkyB)
Charlie Foreman Matthew Westerman
Bill Frith Neil Chugani
+44 (0)20 7545 8000 +44 (0)20 7774 1000
Finsbury
Alice Macandrew
+44 (0)20 7251 3801
Easynet Group Plc
David Rowe, Chief Executive Officer
Will Gardiner, Chief Financial Officer
+44 (0)20 7796 4133
ABN AMRO Corporate Finance Limited
(Financial Adviser to Easynet)
Tom Willett
+44 (0)20 7678 8000
Hoare Govett Limited
(Corporate Broker to Easynet)
Ranald McGregor Smith
Lee Morton
+44 (0)20 7678 8000
Hudson Sandler
Andrew Hayes
Sandrine Gallien
Wendy Baker
+44 (0)20 7796 4133
This summary should be read in conjunction with the full text of the following
announcement. Terms used in this summary shall have the meaning given to them in
the full announcement.
The conditions to which the Offer is subject are set out in Appendix I to this
announcement. Appendix III to this announcement contains definitions of certain
expressions used in this announcement.
For further information on BSkyB and Easynet, please see www.sky.com and
www.easynet.com, respectively.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer is being made solely by the Offer
Document and the Form of Acceptance, which contain the full terms and conditions
of the Offer, including details of how the Offer may be accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located. Such persons should inform themselves about, and observe, any
applicable legal or regulatory requirements.
Unless permitted by applicable law and regulation, the Offer is not being, and
will not be, made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or by any facilities of a national securities exchange of, the
United States, Canada, Australia or Japan and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from the United States, Canada, Australia or Japan, and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise distribute or send such documents in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the
Offer.
Further details in relation to overseas shareholders are contained in the Offer
Document.
Under the provisions of Rule 8.3 of the Code, any person who, alone or acting
together with any other person(s) pursuant to an agreement or understanding
(whether formal or informal) to acquire or control relevant securities of
Easynet, owns or controls, or becomes the owner or controller, directly or
indirectly, of one per cent. or more of any class of securities of Easynet is
required to disclose, by not later than 12.00 noon (London time) on the business
day following the date of the relevant transaction, dealings in such securities
(or in any option in respect of, or derivative referenced to, any such
securities) during the period to the date on which the Offer becomes or is
declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of Easynet, by the Offeror or Easynet or by any of their respective
"associates" (within the meaning of the Code), must also be disclosed.
If you are in doubt as to the application of Rule 8 to you, please contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone (+44 (0)20 7638 0129) or by fax (+44 (0)20 7236
7013).
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as joint financial adviser to BSkyB
and the Offeror and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than BSkyB and the
Offeror for providing the protections afforded to clients of Lazard nor for
providing advice in connection with the Offer or this announcement or any matter
referred to herein.
Morgan Stanley is acting for BSkyB and the Offeror and no one else in connection
with the Offer and this announcement and will not be responsible to anyone other
than BSkyB and the Offeror for providing the protections afforded to clients of
Morgan Stanley, nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Deutsche Bank AG London, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as joint corporate
broker to BSkyB and the Offeror and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than BSkyB and the
Offeror for providing the protections afforded to clients of Deutsche Bank AG
London nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as joint
corporate broker to BSkyB and the Offeror and no one else in connection with the
Offer and this announcement and will not be responsible to anyone other than
BSkyB and the Offeror for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in connection with the
Offer or this announcement or any matter referred to herein.
ABN AMRO, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Easynet and no one else in
connection with the Offer and will not be responsible to any person other than
Easynet for providing the protections afforded to clients of ABN AMRO, nor for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as corporate broker to Easynet and no one else in
connection with the Offer and will not be responsible to any person other than
Easynet for providing the protections afforded to clients of Hoare Govett, nor
for providing advice in relation to the Offer or any other matter referred to in
this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
RECOMMENDED CASH OFFER
by
LAZARD & CO., LIMITED AND MORGAN STANLEY & CO. LIMITED
on behalf of
SKY BROADBAND SERVICES LIMITED
a wholly-owned subsidiary of
BRITISH SKY BROADCASTING GROUP PLC
for
EASYNET GROUP PLC
1. Introduction
The Boards of BSkyB and Easynet are pleased to announce that they have
agreed the terms of a recommended cash offer, to be made by Lazard and
Morgan Stanley on behalf of the Offeror, a wholly-owned subsidiary of
BSkyB, for the entire issued and to be issued share capital of
Easynet.
2. The Offer
The Offer, which is on the terms and conditions set out in Appendix I
to this announcement and is subject to the further terms set out in
the Offer Document and the Form of Acceptance, is being made on the
following basis:
for each Easynet Share 175 pence in cash
The Offer values the entire issued share capital of Easynet at
approximately GBP 211 million.
The Offer represents a premium of:
* approximately 81 per cent. to the Closing Price of 96.5 pence
for each Easynet Share on 14 October 2005, the last business day
prior to the commencement of the Offer Period; and
* approximately 38 per cent. to the Closing Price of 127.0 pence
for each Easynet Share on 20 October 2005, the last business day
prior to the date of this announcement.
Easynet Shares will be acquired pursuant to the Offer fully paid and
free from all liens, equities, charges, encumbrances, rights of
pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or hereafter
attaching thereto, including voting rights and, without limitation,
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date of
this announcement.
3. Recommendation
The Easynet Directors, who have been so advised by ABN AMRO, consider
the terms of the Offer to be fair and reasonable and unanimously
recommend that Easynet Shareholders accept the Offer, as the Easynet
Directors have irrevocably undertaken to do (or procure to be done) in
respect of their own beneficial interests and holdings. In providing
advice to the Easynet Directors, ABN AMRO has taken into account the
commercial assessments of the Easynet Directors.
4. Irrevocable undertakings and letter of intent
BSkyB has received irrevocable undertakings to accept (or procure the
acceptance of) the Offer from the Easynet Directors in respect of
their entire beneficial shareholdings amounting to, in aggregate,
3,811,889 Easynet Shares, representing approximately 3.2 per cent. of
the issued share capital of Easynet. These undertakings to accept the
Offer are also binding in the event of a competing offer being made
for Easynet.
BSkyB has also received irrevocable undertakings to accept (or procure
the acceptance of) the Offer from certain other Easynet Shareholders
in respect of, in aggregate, 15,363,445 Easynet Shares, representing
approximately 12.8 per cent. of the issued share capital of Easynet.
These undertakings to accept the Offer are also binding in the event
of a competing offer being made for Easynet.
BSkyB has also received a letter of intent to accept the Offer from
GAM London Limited in respect of 7,100,000 Easynet Shares,
representing approximately 5.9 per cent. of the issued share capital
of Easynet.
Accordingly, BSkyB has received irrevocable undertakings and a letter
of intent to accept (or procure the acceptance of) the Offer in
respect of, in aggregate, 26,275,334 Easynet Shares, representing
approximately 21.8 per cent. of the issued share capital of Easynet.
Further details of the irrevocable undertakings and the letter of
intent are set out in Appendix II.
5. Background to and reasons for recommendation of the Offer
The Board of Easynet believes that the terms of the Offer represent an
attractive opportunity for Easynet Shareholders to realise their
investment for cash at a substantial premium to the prevailing share
price, providing certain value against the risks associated with the
fulfilment of the Easynet Group's strategy in the medium term.
Easynet continues to expand its established core corporate business
around its innovative IP VPN (Internet Protocol virtual private
network) solutions and continues to win significant new customers. The
Ofcom review published in June 2005 encouraged Easynet to extend its
local loop footprint further in the UK, capitalising on its next
generation network and benefiting from the rapidly developing
opportunities in broadband. Easynet has therefore started to invest
significantly in products, provisioning, support and systems to handle
the rapid increase in volumes from consumer broadband operations, both
directly through UK Online and indirectly through LLUStream, Easynet's
wholesale LLU service. In July 2005, Easynet announced its intention
to expand its UK local loop footprint with a view to targeting
coverage of up to 350 exchanges, covering approximately 5.8 million
homes and 850,000 businesses. The additional exchange roll-out is
expected to be based on visibility provided by pre-registrations from
UK Online and wholesale customer demand. This extension is also
expected to support Easynet's current leased line replacement and VPN
services.
With this additional investment, Easynet is seeking to capture market
share in the rapidly evolving next generation broadband arena. With
its limited exposure to "legacy" revenues, its 21st Century IP
network, local loop assets and local loop experience, the Board
believes that Easynet is well positioned in the evolving telecoms
market place.
Nevertheless, each of Easynet's market segments is highly competitive
and the Board evaluates each investment opportunity in light of the
related risks. In the current competitive environment, there are
risks, both operational and financial, in executing the next phase of
Easynet's development. While the Board has every confidence in
Easynet's current strategy and its ability to deliver value, it has
carefully considered the certainty of immediate value for Easynet
Shareholders against the risks associated with delivering Easynet's
strategy in the medium term.
Against this background, the Board believes that the Offer represents
an attractive opportunity for Easynet Shareholders to realise their
investment for cash at an attractive valuation, and accordingly is
unanimously recommending the Offer.
6. Background to and reasons for the Offer
Broadband is a fast growing segment of the UK communications sector.
The number of UK broadband connections increased from approximately
4.4 million to 8.1 million, an increase of 86 per cent. in the 12
months to 30 June 2005, and is projected to continue to grow further
in the future. BSkyB believes that the characteristics of broadband as
a consumer subscription business make it an attractive source of new
revenues and new customers for BSkyB. Furthermore, BSkyB expects that
continued developments in line speeds, interactivity and home data
storage will increasingly drive convergence between broadband and
other entertainment and communication services in the future.
Through the acquisition of Easynet, BSkyB believes that it will secure
control of certain key elements of an advanced, Internet
Protocol-based, national network including local infrastructure and
that it will gain managerial and technical expertise to expand this
local infrastructure through the unbundling of additional exchanges.
BSkyB believes that ownership of the key parts of this network will
give BSkyB control over the quality and availability of services to
customers and the ability to offer differentiated and innovative
products. BSkyB believes that the acquisition of Easynet will allow it
to build on its nearly 8 million DTH subscriber relationships and to
seek to establish a significant presence in UK consumer broadband.
7. Information on BSkyB
BSkyB is a public limited company which, together with its
subsidiaries, operates the leading pay television broadcast service in
the UK and Ireland.
The BSkyB Group currently owns, operates and distributes 17 television
channels including Sky Movies, Sky Sports, Sky One and Sky News. In
addition, the BSkyB Group currently retails 109 third party television
channels and holds equity interests in a number of joint venture
channels.
At 30 June 2005, there were approximately 7,787,000 DTH subscribers to
the BSkyB Group television service, and approximately 3,872,000
subscribers to the cable operators to whom the BSkyB Group supplies
certain of its channels, in the UK and Ireland.
In its audited accounts for the year ended 30 June 2005, the BSkyB
Group reported turnover of GBP4,048 million and profit on ordinary
activities before taxation of GBP631 million. As at 30 June 2005, the
BSkyB Group had net liabilities of GBP34 million.
The Offeror is a wholly-owned subsidiary of BSkyB, newly incorporated
for the purpose of making the Offer.
8. Information on Easynet
Founded in 1994, Easynet is a leading pan-European broadband
networking company, providing customers with innovative, IP-based wide
area network solutions. The Easynet network covers eight countries,
enabling companies to connect their European sites to a high quality,
secure and reliable MPLS network with service level guarantees and
class of service.
In the UK, Easynet is the pioneer of Local Loop Unbundling delivering
differentiated services to businesses, consumers and wholesale to
other providers. It has 232 exchanges "unbundled" covering 4.4 million
homes (18 per cent. of UK homes) and 750,000 businesses across a
network that covers 50 cities and towns. In July 2005, it announced
plans to extend to up to 350 exchanges covering 5.8 million homes (23
per cent. of UK homes) and 850,000 businesses.
In December 2004, Easynet launched its wholesale LLU offering,
LLUStream, making services from its enabled exchanges available to
telecom carriers, ISPs and systems integrators and, in the process,
became a significant, viable wholesale alternative to BT Wholesale. In
July 2005, Easynet announced it had signed a 3-year deal to provide
wholesale broadband services to OneTel.
In April 2005, UK Online launched its new consumer broadband offering.
UK Online, which uses Easynet's local loop infrastructure, had
approximately 21,000 subscribers at the end of August 2005.
In its audited accounts for the year ended 31 December 2004, Easynet
reported turnover of GBP144.1 million, and losses on ordinary
activities before taxation of GBP19.5 million. As at 31 December 2004,
Easynet had gross assets of GBP174.4 million.
Set out below is a list of key members of Easynet's management team:
Name Position
David Rowe Chief Executive Officer
Will Gardiner Chief Financial Officer
Justin Fielder Group Director, Business Development
Jill Ainscough Joint Managing Director, Easynet UK
Terry Hart Joint Managing Director, Easynet UK
9. Management and employees
BSkyB attaches great importance to the skills and experience of the
existing management and employees of Easynet and believes that
opportunities for them will be enhanced in the event that the Offer
becomes or is declared unconditional in all respects.
BSkyB has given assurances to Easynet that the existing employment
rights (including pension entitlements) of the management and
employees of Easynet will be fully safeguarded upon the Offer becoming
or being declared unconditional in all respects.
10. Easynet Share Option Schemes
The Offer is being extended to any Easynet Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid)
while the Offer remains open for acceptance (or, subject to the Code,
by such earlier date as BSkyB or the Offeror may decide), including
Easynet Shares issued pursuant to the exercise of options granted
under the Easynet Share Option Schemes or otherwise.
If the Offer becomes or is declared unconditional in all respects, to
the extent options remain unexercised or have not lapsed, the Offeror
will make appropriate proposals to the participants in the Easynet
Share Option Schemes in due course.
11. Financing of the Offer
The Offer will be financed from the BSkyB Group's existing cash
resources.
12. Compulsory acquisition, de-listing and cancellation of trading
If the Offer becomes or is declared unconditional in all respects and
if sufficient acceptances are received under the Offer, the Offeror
intends to exercise its rights pursuant to the provisions of sections
428 to 430F of the Companies Act to acquire compulsorily the
outstanding Easynet Shares to which the Offer relates on the same
terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, the
Offeror also intends to procure that Easynet applies to the UK Listing
Authority for the cancellation of listing of Easynet Shares on the
Official List and to the London Stock Exchange for the cancellation of
admission to trading of Easynet Shares on its market for listed
securities. Such cancellation of listing and admission to trading will
take effect no earlier than 20 business days after (a) BSkyB and the
Offeror have, by virtue of their shareholding (if any) and acceptances
under the Offer, acquired or agreed to acquire 75 per cent. of the
issued share capital of Easynet or (b) the first date of issue of
compulsory acquisition notices under section 429 of the Companies Act.
The cancellation of listing and admission to trading of Easynet Shares
would significantly reduce the liquidity and marketability of any
Easynet Shares not assented to the Offer.
13. Offer Document and Form of Acceptance
The Offer Document and Form of Acceptance are being posted to Easynet
Shareholders and, for information purposes, to Easynet Optionholders,
although the Offer is not being made, directly or indirectly, in or
into the United States, Canada, Australia or Japan. Copies of the
Offer Document and the Form of Acceptance are available from Capita
Registrars at Corporate Actions, PO Box 166, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH, from Lazard at 50 Stratton
Street, London W1J 8LL and from Morgan Stanley at 25 Cabot Square,
Canary Wharf, London E14 4QA.
If you are in any doubt as to the action you should take, you are
recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
14. General
Neither BSkyB nor the Offeror nor, so far as BSkyB or the Offeror are
aware, any person presumed to be acting in concert with them, owns or
controls any Easynet Shares or any securities convertible or
exchangeable into Easynet Shares or any rights to subscribe for or
purchase, or options (included traded options) in respect of, or
derivatives referenced to, any such shares ("Relevant Easynet
Securities") nor does any such person have any arrangement in relation
to Relevant Easynet Securities. For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to
Relevant Easynet Securities which may be an inducement to deal or
refrain from dealing in such securities.
ENQUIRIES
British Sky Broadcasting Group plc
Analysts / Investors:
Andrew Griffith
+44 (0)20 7705 3118
Robert Kingston
+44 (0)20 7705 3726
Press:
Robert Fraser
+44 (0)20 7705 3000
Lazard & Co., Limited Morgan Stanley & Co. Limited
(Joint Financial Adviser to BSkyB) (Joint Financial Adviser to BSkyB)
Trevor Nash Scott Matlock
Peter Warner Daniel Bailey
Sarah Carter Hugo Baring
+44 (0)20 7187 2000 +44 (0)20 7425 5000
Deutsche Bank AG London Goldman Sachs International
(Joint Corporate Broker to BSkyB) (Joint Corporate Broker to BSkyB)
Charlie Foreman Matthew Westerman
Bill Frith Neil Chugani
+44 (0)20 7545 8000 +44 (0)20 7774 1000
Finsbury
Alice Macandrew
+44 (0)20 7251 3801
Easynet Group Plc
David Rowe, Chief Executive Officer
Will Gardiner, Chief Financial Officer
+44 (0)20 7796 4133
ABN AMRO Corporate Finance Limited
(Financial Adviser to Easynet)
Tom Willett
+44 (0)20 7678 8000
Hoare Govett Limited
(Corporate Broker to Easynet)
Ranald McGregor Smith
Lee Morton
+44 (0)20 7678 8000
Hudson Sandler
Andrew Hayes
Sandrine Gallien
Wendy Baker
+44 (0)20 7796 4133
The conditions to which the Offer is subject are set out in Appendix I to this
announcement. Appendix III to this announcement contains definitions of certain
expressions used in this announcement.
For further information on BSkyB and Easynet please see www.sky.com and
www.easynet.com, respectively.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer is being made solely by the Offer
Document and the Form of Acceptance, which contain the full terms and conditions
of the Offer, including details of how the Offer may be accepted.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located. Such persons should inform themselves about, and observe, any
applicable legal or regulatory requirements.
Unless permitted by applicable law and regulation, the Offer is not being, and
will not be, made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone or e-mail) of interstate or foreign
commerce of, or by any facilities of a national securities exchange of, the
United States, Canada, Australia or Japan and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any other documents related to the Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from the United States, Canada, Australia or Japan, and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise distribute or send such documents in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the
Offer.
Further details in relation to overseas shareholders are contained in the Offer
Document.
Under the provisions of Rule 8.3 of the Code, any person who, alone or acting
together with any other person(s) pursuant to an agreement or understanding
(whether formal or informal) to acquire or control relevant securities of
Easynet, owns or controls, or becomes the owner or controller, directly or
indirectly, of one per cent. or more of any class of securities of Easynet is
required to disclose, by not later than 12.00 noon (London time) on the business
day following the date of the relevant transaction, dealings in such securities
of that Company (or in any option in respect of, or derivative referenced to,
any such securities) during the period to the date on which the Offer becomes or
is declared unconditional as to acceptances or lapses or is otherwise withdrawn.
Under the provisions of Rule 8.1 of the Code, all dealings in relevant
securities of Easynet, by the Offeror or Easynet or by any of their respective
"associates" (within the meaning of the Code), must also be disclosed.
If you are in doubt as to the application of Rule 8 to you, please contact an
independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel by telephone (+44 (0)20 7638 0129) or by fax (+44 (0)20 7236
7013).
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as joint financial adviser to BSkyB
and the Offeror and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than BSkyB and the
Offeror for providing the protections afforded to clients of Lazard nor for
providing advice in connection with the Offer or this announcement or any matter
referred to herein.
Morgan Stanley is acting for BSkyB and the Offeror and no one else in connection
with the Offer and this announcement and will not be responsible to anyone other
than BSkyB and the Offeror for providing the protections afforded to clients of
Morgan Stanley, nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Deutsche Bank AG London, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as joint corporate
broker to BSkyB and the Offeror and no one else in connection with the Offer and
this announcement and will not be responsible to anyone other than BSkyB and the
Offeror for providing the protections afforded to clients of Deutsche Bank AG
London nor for providing advice in connection with the Offer or this
announcement or any matter referred to herein.
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as joint
corporate broker to BSkyB and the Offeror and no one else in connection with the
Offer and this announcement and will not be responsible to anyone other than
BSkyB and the Offeror for providing the protections afforded to clients of
Goldman Sachs International nor for providing advice in connection with the
Offer or this announcement or any matter referred to herein.
ABN AMRO, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as financial adviser to Easynet and no one else in
connection with the Offer and will not be responsible to any person other than
Easynet for providing the protections afforded to clients of ABN AMRO, nor for
providing advice in relation to the Offer or any other matter referred to in
this announcement.
Hoare Govett, which is regulated in the United Kingdom by the Financial Services
Authority, is acting as corporate broker to Easynet and no one else in
connection with the Offer and will not be responsible to any person other than
Easynet for providing the protections afforded to clients of Hoare Govett, nor
for providing advice in relation to the Offer or any other matter referred to in
this announcement
Appendix I
Conditions and certain further terms of the Offer
The Offer is subject to the following conditions:-
(a) valid acceptances being received (and not, where permitted, withdrawn)
by not later than 3.00 p.m. on the first closing date of the Offer (or such
later time(s) and/or date(s) as the Offeror may, with the consent of the
Panel or in accordance with the Code, decide) in respect of not less than
90 per cent. (or such lower percentage as the Offeror may decide) in
nominal value of the Easynet Shares to which the Offer relates, provided
that this condition shall not be satisfied unless BSkyB and/or any of its
wholly-owned subsidiaries shall have acquired or agreed (unconditionally or
subject only to conditions that will be fulfilled upon the Offer becoming
or being declared unconditional in all respects) to acquire, whether
pursuant to the Offer or otherwise, Easynet Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at a
general meeting of Easynet.
For the purposes of this condition:
(i) Easynet Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights, or otherwise, shall be deemed to
carry the voting rights they will carry upon issue; and
(ii) the expression "Easynet Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act;
(b) the Office of Fair Trading, or the appropriate Minister in the United
Kingdom, indicating, in terms satisfactory to the Offeror, that the
proposed acquisition of Easynet by the Offeror or any matter arising
therefrom (including but not limited to any public interest consideration)
or related thereto will not be referred to the Competition Commission and
the deadline for appealing such a decision to the Competition Appeal
Tribunal having expired;
(c) the German Federal Cartel Office ("FCO") having cleared the Offer and
any matter arising from or relating to the Offer by: (i) notifying the
Offeror and/or Easynet within the one month period under Section 40,
paragraph 1 of the German Act Against Restraints of Competition ("GWB")
that the conditions for a prohibition according to Section 36, paragraph 1
of the GWB are not met; or (ii) permitting the time limit according to
Section 40, paragraph 1 of the GWB to expire without having served a notice
that it will enter into a second phase investigation;
(d) except as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Easynet Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, which in consequence of the
Offer or the proposed acquisition of any shares or other securities in
Easynet or because of a change in the control or management of Easynet or
otherwise, would or might reasonably be expected to result in (in any case
to an extent which is material and adverse in the context of the wider
Easynet Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or
the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or materially inhibited or being capable
of becoming or being withdrawn or materially inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or adversely
affected or any onerous obligation or onerous liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or falling to
be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property
or assets of any such member;
(v) the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm
or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or
adversely affected;
(vi) the financial or trading position or prospects of any such member
being adversely affected;
(vii) any such member ceasing to be able to carry on business under
any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any
such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider Easynet Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, could reasonably be
considered likely to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this paragraph (d) to an
extent which is material and adverse in the context of the wider Easynet
Group taken as a whole;
(e) no government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution or any other body or person whatsoever in
any relevant jurisdiction (each a "Third Party") having decided to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or enacted, made or proposed any
statute, regulation, decision or order, or having taken any other steps
which would or might reasonably be expected to, in any such case in a
manner or to the extent which is material and adverse in the context of the
wider Easynet Group or the wider BSkyB Group, in each case taken as a
whole:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by
any member of the wider BSkyB Group or any member of the wider Easynet
Group of all or any material portion of their respective businesses,
assets or property or impose any limitation on the ability of any of
them to conduct their respective businesses (or any of them) or to own
any of their respective assets or properties or any part thereof;
(ii) require, prevent or materially delay the divestiture by any
member of the wider BSkyB Group of any shares or other securities in
Easynet;
(iii) impose any limitation in any material respect on, or result in a
material delay in, the ability of any member of the wider BSkyB Group
directly or indirectly to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the
equivalent) in any member of the wider Easynet Group or the wider
BSkyB Group or to exercise management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or
prospects of any member of the wider BSkyB Group or of any member of
the wider Easynet Group;
(v) make the Offer or its implementation or the acquisition or
proposed acquisition by BSkyB or any member of the wider BSkyB Group
of any shares or other securities in, or control of Easynet void,
illegal, and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, materially delay or otherwise interfere with the
same, or impose material additional conditions or obligations with
respect thereto, or otherwise materially challenge or interfere
therewith;
(vi) except pursuant to Part XIIIA of the Companies Act require any
member of the wider BSkyB Group or the wider Easynet Group to offer to
acquire any shares or other securities (or the equivalent) or interest
in any member of the wider Easynet Group or the wider BSkyB Group
owned by any third party;
(vii) impose any material limitation on the ability of any member of
the wider Easynet Group to co-ordinate its business, or any part of
it, with the businesses of any other members of the wider Easynet
Group; or
(viii) result in any member of the wider Easynet Group ceasing to be
able to carry on business under any name under which is presently does
so,
and all applicable waiting periods during which any such Third Party could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference under the laws of any relevant
jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Easynet Shares having expired, lapsed or been
terminated;
(f) all necessary filings or applications having been made in connection
with the Offer and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with in connection with the Offer or the
acquisition by any member of the wider BSkyB Group of any shares or other
securities in, or control of, Easynet and all authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary or appropriate by
BSkyB or any member of the wider BSkyB Group (in each case acting
reasonably) in respect of the Offer or the proposed acquisition of any
shares or other securities in, or control of, Easynet by any member of the
wider BSkyB Group having been obtained in terms and in a form satisfactory
to BSkyB (acting reasonably) from all relevant Third Parties or persons
with whom any member of the wider Easynet Group has entered into
contractual arrangements that are material in the context of the wider
Easynet Group taken as a whole and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations,
orders, recognitions, grants, licences, confirmations, clearances,
permissions and approvals necessary or considered appropriate by BSkyB
(acting reasonably) to carry on the business of any member of the wider
Easynet Group which is material in the context of the wider Easynet Group
taken as a whole remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice of
any intention to revoke or not to renew any of the same in any such case,
in so far as is material in the context of the wider Easynet Group taken as
a whole;
(g) except as Disclosed, no member of the wider Easynet Group having, since
30 June 2005:
(i) save for any Easynet Shares issued pursuant to the exercise of
options granted under the Easynet Share Option Schemes or for shares
issued to Easynet or another wholly-owned member of the Easynet Group,
issued, authorised or proposed the issue of additional shares of any
class;
(ii) save for the grant of options under the Easynet Share Option
Schemes, issued or agreed to issue, authorised or proposed the issue
of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether
payable in cash or otherwise other than to another wholly-owned member
of the Easynet Group;
(iv) save for transactions between members of the Easynet Group,
acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) which,
in each case is material in the context of the wider Easynet Group
taken as a whole or authorised or proposed or announced any intention
to propose any merger, demerger, acquisition or disposal, transfer,
mortgage, charge or security interests in each case;
(v) made or authorised or proposed or announced an intention to
propose any change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures or
incurred or increased any indebtedness or become subject to any
contingent liability which, in each case is material in the context of
the wider Easynet Group taken as a whole;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or
reduced or, save in respect of the matters mentioned in sub-paragraph
(i) above, made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its intention
to implement, any reconstruction, amalgamation or scheme, or entered
into or changed the terms of any contract with any director or senior
executive in a manner which is material in the context of the wider
Easynet Group taken as a whole;
(ix) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is otherwise than in the ordinary course of business and which
is of a long term, onerous or unusual nature or magnitude or which is
or could reasonably be considered to be restrictive on the businesses
of any member of the wider Easynet Group or the wider BSkyB Group or
which involves or could involve an obligation of such a nature or
magnitude, and in any such case which is material in the context of
the wider Easynet Group taken as a whole;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up (in each case which is not
discharged within 14 days), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator,
trustee or similar officer of all or any material part of its assets
or revenues which in any case is material in the context of the wider
Easynet Group taken as a whole;
(xi) waived or compromised any claim otherwise than in the ordinary
course of business in any case in a manner or on terms that are
material in the context of the wider Easynet Group taken as a whole;
or
(xii) entered into any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events referred
to in this condition;
(h) since 30 June 2005, and save as Disclosed:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the wider Easynet Group which is material
in the context of the wider Easynet Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the wider Easynet Group is or
may become a party (whether as a plaintiff, defendant or otherwise and
excluding minor debt recovery actions in the ordinary course of
business) and no investigation by any Third Party against or in
respect of any member of the wider Easynet Group having been
instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the wider Easynet Group the
effect of which is adverse to any member of the wider Easynet Group to
an extent that, in any case, is material in the context of the wider
Easynet Group taken as a whole; and
(iii) no contingent or other liability having arisen or become
apparent to BSkyB which in each case is material in the context of the
wider Easynet Group taken as a whole;
(i) except as Disclosed, neither BSkyB nor the Offeror having discovered:
(i) that any financial, business or other information concerning the
wider Easynet Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the wider Easynet Group
is misleading in any material respect, contains a material
misrepresentation of fact or omits to state a fact necessary to make
that information not misleading in any material respect, to an extent
that is material and adverse in the context of the wider Easynet Group
and which has not, prior to the release of this announcement, been
corrected by further information Disclosed; and
(ii) that any member of the wider Easynet Group is subject to any
liability (contingent or otherwise) which is material and adverse in
the context of the wider Easynet Group taken as a whole and which has
not been Disclosed; and
(j) except as Disclosed, neither BSkyB nor the Offeror having discovered that:
(i) any past or present member of the wider Easynet Group has failed
to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or
animal health or otherwise relating to environmental matters, or that
there has otherwise been any such disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations,
and wherever the same may have taken place) any of which disposal,
spillage, release, discharge, leak or emission would be likely to give
rise to any liability (actual or contingent) on the part of any member
of the wider Easynet Group which in each case is material in the
context of the wider Easynet Group taken as a whole; or
(ii) there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) which in each case is
material in the context of the wider Easynet Group taken as a whole of
any past or present member of the wider Easynet Group to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the wider Easynet
Group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental, quasi-governmental,
state or local government, supranational, statutory or other
regulatory body, agency, court, association or any other person or
body in any jurisdiction.
The Offeror reserves the right at its absolute discretion to waive, in whole or
in part, all or any of the above conditions, except condition (a).
Conditions (b) to (j) (inclusive) must be fulfilled or waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled (or in each such case such later date as the
Offeror may, with the consent of the Panel or in accordance with the Code,
decide). The Offeror shall be under no obligation to waive or treat as satisfied
any of the conditions (b) to (j) (inclusive) by a date earlier than the latest
date specified above for the satisfaction thereof, notwithstanding that the
other conditions of the Offer may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If BSkyB or the Offeror is required by the Panel to make an offer for Easynet
Shares under the provisions of Rule 9 of the Code, BSkyB or the Offeror (as the
case may be) may make such alterations to any of the above conditions as are
necessary to comply with the provisions of that Rule.
For the purposes of these conditions, "Disclosed" means disclosed by or on
behalf of Easynet to BSkyB or its advisers prior to the date of this
announcement, disclosed in Easynet's annual report and accounts for the year
ended 31 December 2004 or in Easynet's unaudited interim results for the half
year ended 30 June 2005 or as publicly announced by Easynet prior to the release
of this announcement; the "wider Easynet Group" means Easynet and its subsidiary
undertakings, associated undertakings and any other undertaking in which Easynet
and/or such undertakings (aggregating their interests) have a significant
interest and the "wider BSkyB Group" means BSkyB and its subsidiary
undertakings, associated undertakings and any other undertaking in which BSkyB
and/or such undertakings (aggregating their interests) have a significant
interest and for these purposes "subsidiary undertaking", "associated
undertaking" and "undertaking" have the meanings given by the Companies Act,
other than paragraph 20(1)(b) of Schedule 4A to the Companies Act which shall be
excluded for this purpose, and "significant interest" means a direct or indirect
interest in ten per cent. or more of the equity share capital (as defined in the
Companies Act).
FURTHER PROVISIONS RELATING TO THE OFFER
The Offer will lapse (unless the Panel otherwise consents) if, before the first
closing date of the Offer or the date when the Offer becomes or is declared
unconditional as to acceptances (whichever is the later), the Offer, or any
aspect of it, is referred to the Competition Commission or the European
Commission either initiates proceedings under Article 6(1)(c) of Council
Regulation (EC) No. 139/2004 or, following a referral by the European Commission
to a competent authority in the United Kingdom under Article 9(1) of that
Regulation, there is a subsequent reference to the Competition Commission.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and the Offeror and accepting Easynet Shareholders shall then cease to be bound
by Forms of Acceptance submitted at or before the time when the Offer lapses.
The Offer will be governed by English law and be subject to the jurisdiction of
the English courts.
Appendix II
Irrevocable undertakings to accept the Offer
Easynet Shareholder providing the Number of Easynet
irrevocable undertaking Shares
Food International Limited 13,438,691
Charles Street International Ltd 1,924,754
Letter of intent to accept the Offer
Easynet Shareholder providing the Number of Easynet
letter of intent Shares
GAM London Limited 7,100,000
Appendix III
Definitions and Glossary
In this announcement, the following expressions have the following meanings
unless the context otherwise requires:
"ABN AMRO" ABN AMRO Corporate Finance Limited
"Australia" the Commonwealth of Australia, its states,
territories and possessions
"Board" the board of directors of BSkyB or Easynet
(as the case may be)
"BSkyB" British Sky Broadcasting Group plc
"BSkyB Group" BSkyB and its subsidiary undertakings
"broadband" a general term used to describe wide bandwidth
equipment or networks which can carry a large
proportion of the electromagnetic spectrum. A
broadband communications network can deliver
multiple channels and other services
"business day" any day, other than a Saturday, Sunday or public
or bank holiday, on which banks are generally
open for business in the City of London
"Canada" Canada, its provinces, territories and all areas
subject to its jurisdiction and any political
sub-division thereof
"Closing Price" the closing middle market price of an Easynet
Share on a particular business day as derived
from the Daily Official List
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 1985 (as amended)
"Daily Official List" the daily official list of the London Stock
Exchange
"DTH" direct to home satellite television
"Easynet" Easynet Group Plc
"Easynet Directors" the directors of Easynet
"Easynet Group" Easynet and its subsidiary undertakings
"Easynet Optionholders" the participants in the Easynet Share Option
Schemes
"Easynet Shareholders" the holders of Easynet Shares
"Easynet Shares" the existing unconditionally allotted or issued
and fully paid ordinary shares of 4 pence each in
the capital of Easynet and any further shares
which are unconditionally allotted or issued
prior to the date on which the Offer closes (or
such earlier date as BSkyB may, with the Panel's
consent and subject to the Code, decide)
"Easynet Share Option the Easynet Group Plc Sharesave Plan, the Easynet
Schemes" Group Plc Inland Revenue Approved Share Option
Plan, the Easynet Group Plc Unapproved Share
Option Plan, the Easynet Group Plc Long Term
Incentive Plan, the Easynet Group Plc Inland
Revenue Approved Executive Share Option Scheme
and the Easynet Group Plc Unapproved Executive
Share Option Scheme
"Exchange" a telephone switching centre which routes calls
to their destination
"Form of Acceptance" the form of acceptance and authority relating to
the Offer which accompanies the Offer Document
"Hoare Govett" Hoare Govett Limited
"IP" the communications standard that defines the unit
of information passed between systems that
provides a basic packet delivery service for the
Internet
"ISP" a provider of Internet access services to
consumers and corporate customers
"Japan" Japan, its cities, prefectures, territories and
possessions
"Lazard" Lazard & Co., Limited
"Local Loop Unbundling" or the process by which local exchange carriers are
"LLU" legally obliged to sell or lease portions of
their local loop network to other service
providers
"London Stock Exchange" London Stock Exchange plc
"Morgan Stanley" Morgan Stanley & Co. Limited
"MPLS" multiple protocol label switching, a technology
which gives users the ability to prioritise data
into different classes of service
"Ofcom" the Office of Communications
"Offer" the recommended cash offer made by Lazard and
Morgan Stanley on behalf of the Offeror to
acquire the issued and to be issued share capital
of Easynet on the terms and subject to the
conditions set out in the Offer Document and the
Form of Acceptance including, where the context
so requires, any subsequent revision, extension,
variation or renewal of such offer
"Offer Document" the document sent to Easynet Shareholders (and,
for information only, to Easynet Optionholders)
which contains the Offer
"Offer Period" the period which commenced on 17 October 2005,
the date Easynet issued an announcement
confirming that it had received an approach that
may or may not lead to an offer being made for
Easynet, and ending on the first closing date
of the Offer or, if later, the date the Offer
becomes or is declared unconditional as to
acceptances or lapses
"Offeror" Sky Broadband Services Limited, a wholly-owned
subsidiary of BSkyB
"Official List" the official list maintained by the UK Listing
Authority
"Panel" the Panel on Takeovers and Mergers
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland
"UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services and
Markets Act 2000
"United States" or "US" the United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia and all
other areas subject to its jurisdiction
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the meanings given by the
Companies Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A
of the Companies Act).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BRITISH SKY BROADCASTING GROUP PLC
Date: 21 October, 2005 By: /s/ Dave Gormley
Dave Gormley
Company Secretary