Sky : Response to announcement by the UK Takeover Panel

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

12 April 2018

Sky plc ('Sky')

Response to announcement by the UK Panel on Takeovers and Mergers

Sky notes the ruling announced by the Panel Executive, earlier today, that The Walt Disney Company ('Disney') will be required to make a mandatory offer for Sky at a fixed price of £10.75 in cash per Sky Share within 28 days of completion of Disney's proposed acquisition of Twenty-First Century Fox, Inc. ('21CF'), unless by then 21CF has acquired 100% of the Sky Shares, or any third party has acquired more than 50% of the Sky Shares.

At this stage, Sky Shareholders are advised to take no further action. Further advice to Sky Shareholders will be announced in due course.

Enquiries:

Analysts/Investors

Robert Kingston +44 (0) 20 7032 3726

Media

Gavin Davis +44 (0) 20 7032 7115

Publication of this announcement

A copy of this announcement will be available at www.skygroup.sky/corporate/investors/21st-century-fox-offerby no later than 12 noon (London time) on the business day following the date of this announcement.

Neither the contents of Sky's website nor the contents of any website accessible from hyperlinks on Sky's website are incorporated into or form part of this announcement.

Additional Information

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.

Forward-looking statements

This announcement may contain certain forward-looking statements, within the meaning of Section 21E of the US Exchange Act and Section 27A of the US Securities Act of 1933, as amended, with respect to the businesses and operations of 21CF, Disney or Sky and certain plans and objectives of 21CF, Disney or Sky with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could', or other words of similar meaning.

Forward-looking statements (including those relating to the consummation of any offer and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate any offer or to make or take any action required to consummate any offer in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the US Securities and Exchange Commission made by 21CF and Disney, important risk factors that may cause such a difference include, but are not limited to, (i) the completion of any offer on anticipated terms and timing, (ii) the ability to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from any offer will harm Sky's, 21CF's or Disney's businesses, (iv) legislative, regulatory, economic, political and market developments and (v) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realisation of forward-looking statements.