09.02.2012, 23:28:41
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.
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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
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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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Firmenname: Sky Deutschland AG; Land: Deutschland; VWD Selektoren: 1O;
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