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Wednesday 28 December, 2016

Twenty-First Century

Form 8 (OPD) Twenty-First Century Fox - Amendment

RNS Number : 8835S
Twenty-First Century Fox Inc
28 December 2016
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

Amendment to include Supplemental Form 8 (OPD)

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Twenty-First Century Fox, Inc.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Sky plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

     The latest practicable date prior to the disclosure

22 December 2016

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

NO

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary shares of 50p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

672,783,139

39.14

0

0

(2) Cash-settled derivatives:

 

0

0

0

0

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0

0

0

 

     TOTAL:

672,783,139

39.14

0

0

 

All interests and all short positions should be disclosed.

 

Twenty-First Century Fox, Inc. and Sky are parties to an agreement dated 21 September, 2005 pursuant to which Twenty-First Century Fox, Inc. and its connected parties have undertaken not to vote more than 37.19% of the issued share capital of Sky at general meetings of Sky, other than in certain specified circumstances. Notwithstanding the voting restrictions, the 672,783,139 ordinary shares in Sky held by Twenty-First Century Fox, Inc. represent 39.14% of the share capital of Sky.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Deutsche Bank Asset Management:

 

Legal Entity

Number of ordinary shares of 50p each

%

Concept Fd Solut PLC

97,829

0.01%

DB Platinum

239,667

0.01%

db x-trackers SICAV

735,467

0.04%

 

 

Legal Entity

Physically-settled derivatives

Equity

J.P. Morgan Structured Products B.V.

Long 43,948    

Short 43,948

0

J.P. Morgan Whitefriars Inc.

Long 490,472        

Short 82,638

Long 8,890

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

 

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

YES

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

23 December 2016

Contact name:

Janet Nova

Telephone number:

212-852-7724

 

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 

 

 

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

 

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

Full name of person making disclosure:

Twenty-First Century Fox, Inc.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

Sky plc

 

2.         STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

 

J.P. Morgan Structured Products B.V.:

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

(GBP)

Type

e.g. American, European etc.

Expiry date

Ordinary Share

Equity Linked Note*

Purchased

43,948

7.9639

American

03/03/2017

Ordinary Share

Equity Linked Note*

Written

43,948

7.9639

American

03/03/2017

 

*This instrument is physically settled, and the interest in shares has been calculated as the maximum number of Sky plc shares that the J.P. Morgan Structured Products B.V. could be obliged to buy or sell at the exercise price.

 

J.P. Morgan Whitefriars Inc.:

 

Class of relevant security

Product description e.g. call option

Written or purchased

Number of securities to which option or derivative relates

Exercise price per unit

(GBP)

Type

e.g. American, European etc.

Expiry date

Ordinary Share

Fixed Coupon Note*

Written

38,690

7.7540

American

15/06/2017

Ordinary Share

Equity Linked Note*

Written

43,948

7.9639

American

03/03/2017

Ordinary Share

Physically-settled Forward

Purchased

490,472

8.4700

European

13/01/2017

*These instruments are physically-settled, and the interests in shares have been calculated as the maximum numbers of Sky plc shares that the J.P. Morgan Whitefriars Inc. could be obliged to sell at the exercise price.

 

3.         AGREEMENTS TO PURCHASE OR SELL ETC.

 

Full details should be given so that the nature of the interest or position can be fully understood:

None

 

 

 

 

 

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

 

The currency of all prices and other monetary amounts should be stated.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 


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