DISCLAIMER – IMPORTANT
Comcast Corporation (“Comcast”) proposal for Sky plc (“Sky”) (the “Proposal”)
THIS AREA OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY COMCAST RELATING TO THE PROPOSAL. THE INFORMATION YOU ARE SEEKING ACCESS TO IS BEING MADE AVAILABLE IN THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION.
THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH COMCAST REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
If you would like access to the Information, please read this notice carefully. It applies to all persons who view this Microsite and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities. Comcast reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Comcast.
Basis of access
The Information is made available for information purposes only, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of any offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval, pursuant to the Proposal or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The Information speaks only at the specified date of the relevant document or announcement reproduced in this Microsite, and Comcast does not have, or accept, any responsibility or duty to update or revise any such Information (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any Information reproduced in this Microsite at any time, in whole or in part, at its sole discretion.
In relation to any Information contained in this Microsite, the only responsibility accepted by Comcast and its directors is for the correctness and fairness of the Information’s reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Neither the directors of Comcast nor any of its associated companies have reviewed, and no such person is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
The Information (including information incorporated by reference), may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Comcast and Sky and their respective associated companies will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward looking statements contained in the Information may relate to the financial position, business strategy, plans and objectives of management for future operations of Comcast and Sky and their respective associated companies, and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Comcast nor any of its associates, directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur. Given these risks and uncertainties, you should not place any reliance on forward looking statements, which speak only as of the date of the relevant document. Comcast expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate.
Important information for U.S. shareholders
Sky is a public limited company incorporated in England. If a firm offer is made for Sky, it would be made in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), including Regulation 14E thereunder, and otherwise in accordance with the requirements of English law. Accordingly, any firm offer (if made) will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. Sky’s financial information, including any included in any Proposal documentation and the information in the documents on this Microsite, will not have been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.
Comcast and its affiliates or brokers (acting as agents for Comcast or its affiliates, as applicable) may from time to time, and other than pursuant to any firm offer for Sky that is commenced, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in Sky or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which any firm offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act and in compliance with the City Code on Takeovers and Mergers (the “Code”). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about any such purchases or arrangements to purchase that is made public in accordance with English law and practice will be available to all investors (including in the United States) via the Regulatory News Service on www.londonstockexchange.com.
If any firm offer for Sky is made and consummated, the transaction may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as foreign and other, tax laws.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved any offer that may be commenced, or passed comment upon the accuracy or otherwise of any of the information contained on this Microsite.
The materials contained in this Microsite contain Information in respect of the Proposal. Viewing this Information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the Information, please exit this website.
The Information is not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such Information (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction. Comcast and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
By clicking on “AGREE” below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Comcast is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are not permitted to view the Information in this Microsite, or viewing the Information would result in a breach of the above, or if you are unable to give this representation, please exit this website and do not view the content of any communication or document in relation to the Proposal.
This Microsite has been prepared for the purposes of complying with English law and the Code. The Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
Acceptance of Disclaimer
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on "AGREE".
Confirmation of understanding and acceptance
In order to view the materials in this Microsite, by clicking on "AGREE" below, you are making the following confirmations:
(i) I have read and understood the notice set out above and agree to be bound by its terms;
(ii) I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction;
(iii) I will not copy, forward, transfer or distribute the Information to any person who is resident or located in a Restricted Jurisdiction; and
(iv) I intend to access this Microsite and the Information for information purposes only.