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 November 2005
15 November 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.01 Press release of British Sky Broadcasting Group plc
announcing Offer Update released on
14 November 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
LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER
On 21 October 2005, Lazard & Co., Limited ("Lazard") and Morgan Stanley & Co.
Limited ("Morgan Stanley") made a recommended cash offer (the "Offer") on behalf
of Sky Broadband Services Limited (the "Offeror"), a wholly-owned subsidiary of
British Sky Broadcasting Group plc ("BSkyB"), for the entire issued and to be
issued share capital of Easynet Group Plc ("Easynet").
The directors of BSkyB are pleased to announce that, as at 3.00 p.m. (London
time) on 11 November 2005, the first closing date of the Offer, valid
acceptances of the Offer had been received in respect of a total of 68,339,119
Easynet Shares, representing approximately 56.8 per cent. of the existing issued
share capital of Easynet.
On 21 October 2005, the directors of BSkyB announced that they had received
irrevocable undertakings to accept the Offer in respect of 19,175,334 Easynet
Shares, representing approximately 15.9 per cent. of the existing issued share
capital of Easynet. Valid acceptances have been received in respect of
19,122,334 of those Easynet Shares, representing approximately 15.9 per cent. of
the existing share capital of Easynet. Acceptances in respect of the balance
of 53,000 Easynet Shares that are subject to irrevocable undertakings,
representing approximately 0.04 per cent. of the existing share capital of
Easynet, remain to be received.
Further, as announced by the directors of BSkyB on 21 October 2005, BSkyB had
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. Valid acceptances have been received in
respect of all of the Easynet Shares which were the subject of such letter of
intent and are included in the total number of valid acceptances referred to
above.
On 21 October 2005, Morgan Stanley, acting on behalf of the Offeror, purchased
in the market a total of 28,750,000 Easynet Shares representing approximately
23.9 per cent. of the existing issued share capital of Easynet.
Accordingly, as at 3.00 p.m. (London time) on 11 November 2005, BSkyB has
acquired or received valid acceptances under the Offer in respect of a total of
97,089,119 Easynet Shares, representing approximately 80.7 per cent. of the
existing issued share capital of Easynet.
The directors of BSkyB announce that the Offer has been extended for a period of
14 days and will therefore remain open for acceptance until 3.00 p.m. (London
time) on 25 November 2005.
Easynet Shareholders who have not yet accepted the Offer and who hold Easynet
Shares in certificated form are urged to complete, sign and return the Form(s)
of Acceptance by hand (during normal business hours) or by post as soon as
possible but no later than 3.00 p.m. (London time) on 25 November 2005, to the
receiving agents to the Offer, Capita Registrars at Capita Registrars, Corporate
Actions, PO Box 166, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TH.
Additional Forms of Acceptance are available from Capita Registrars, by
telephoning 0870 162 3121, or if calling from outside the UK, on +44 20 8639
2157. If you hold your Easynet Shares in uncertificated form (that is, in
CREST) you are urged to accept the Offer by TTE instructions as soon as possible
and, in any event, so as to be settled not later than 3.00 p.m. (London time) on
25 November 2005.
All terms defined in the Offer Document have the same meaning in this
announcement, unless the context requires otherwise.
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
FURTHER INFORMATION
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.
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 & Co. Limited 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 & Co. Limited, 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. 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: November 15, 2005 By: /s/ Dave Gormley
Dave Gormley
Company Secretary