Offer Update
Sports Internet Group PLC
12 July 2000
Not for release, publication or distribution in or into the
United States of America,Canada, Australia or Japan
Recommended offer by Goldman Sachs International on behalf of
British Sky Broadcasting Group plc for Sports Internet Group
plc
OFFER DECLARED WHOLLY UNCONDITIONAL
The Board of British Sky Broadcasting Group plc ('BSkyB')
today announces that, subject to and effective upon the New
BSkyB Shares being admitted to the Official List and to
trading on the London Stock Exchange, its recommended offer
for Sports Internet Group plc ('SIG') has been declared wholly
unconditional and will remain open for acceptances until
further notice.
As at 3.00 p.m. on Wednesday 12 July 2000, the second closing
date of the Offer, BSkyB had received valid acceptances of the
Offer in respect of a total of 30,171,050 SIG Shares,
representing approximately 80.9 per cent. of the existing
issued share capital of SIG. BSkyB declares that the minimum
acceptance condition to the Offer has been satisfied.
As described in the Offer Document, the shareholder directors
of SIG have undertaken to accept the Offer in respect of their
entire holdings which together amount to approximately 48.9
per cent. of the existing issued capital of SIG. As at 3 p.m.
on 12 July 2000 BSkyB had received acceptances in relation to
18,210,000 SIG Shares to which these undertakings relate,
representing 48.8 per cent. of the issued share capital of
SIG.
The Office of Fair Trading, on Tuesday 11 July 2000 indicated,
in terms satisfactory to BSkyB, that it is not the intention
of the Secretary of State for Trade and Industry to refer the
proposed acquisition of SIG by BSkyB or any matter arising
therefrom to the Competition Commission. BSkyB has, in
accordance with the terms of the Offer, waived the remaining
conditions of the Offer.
Included in the above level of acceptances are acceptances in
respect of 300 SIG Shares held by Credit Suisse (UK) Limited
which is deemed to be acting in concert with BSkyB for the
purposes of the City Code. Save as disclosed herein or
otherwise previously disclosed in accordance with the
requirements of the City Code and in the Offer Document,
neither BSkyB nor any person acting, or deemed to be acting,
in concert with BSkyB, held any SIG Shares (or rights over
such shares) prior to the offer period or has acquired or
agreed to acquire any SIG Shares (or rights over such shares)
during the offer period and no acceptances of the Offer have
been received from any person acting or deemed to be acting in
concert with BSkyB.
As stated in the Offer Document, BSkyB intends to arrange for
the admission of SIG Shares to trading on AIM to be
discontinued with effect from 9 August 2000 or as soon as
practicable thereafter and, if it receives 90 per cent. or
more of the SIG Shares to which the Offer relates, will
exercise its rights pursuant to the provisions of sections 428
to 430F of the Companies Act to acquire compulsorily any
remaining SIG Shares.
Enquiries:
Goldman Sachs International 020 7774 1000
Richard Campbell-Breeden
Francis Crispino
Definitions used in the Offer Document have the same meanings
in this announcement, unless otherwise indicated.
The Offer is not being made, directly or indirectly, in or
into, or by the use of the mails or any means or
instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce of, or
any facilities of a national securities exchange of, the US,
or in or into Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means,
instrumentality or facilities or from within the US, Canada,
Australia or Japan. Doing so may render invalid any purported
acceptance. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise forwarded,
distributed or sent in or into or from the US, Canada,
Australia or Japan and all persons receiving this announcement
(including nominees, trustees or custodians) must not mail or
otherwise forward, distribute or send it into the US, Canada,
Australia or Japan. The New BSkyB Shares have not been, and
will not be, registered under the US Securities Act of 1933,
as amended. Furthermore, the relevant clearances have not
been, and will not be obtained from the securities commission
of any province of Canada, nor any city or prefecture of
Japan. No prospectus In relation to the New BSkyB Shares has
been, or will be, lodged with or registered by the Australian
Securities Commission. Accordingly, except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
law, the New BSkyB Shares may not be offered, sold, resold or
delivered, directly or indirectly, in or into the US, Canada,
Australia or Japan.
Goldman Sachs International, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is
acting for BSkyB and no one else in connection with the Offer
and will not be responsible to anyone other than BSkyB for
providing the protections afforded to customers of Goldman
Sachs International nor for giving advice in relation to the
Offer.