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 September, 2007
05 September 2007
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. 1 Press release of British Sky Broadcasting Group plc
announcing Offer Update released on
05 September 2007
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
RECOMMENDED CASH OFFER
by
SKY DIGITAL SUPPLIES LIMITED
a wholly-owned subsidiary of
BRITISH SKY BROADCASTING GROUP PLC
for
AMSTRAD PLC
OFFER UNCONDITIONAL IN ALL RESPECTS
On 31 July 2007, Sky Digital Supplies, a wholly-owned subsidiary of Sky, made a
recommended cash offer (with a Loan Note Alternative) for the entire issued and
to be issued share capital of Amstrad.
On 24 August 2007, the Office of Fair Trading announced that the Offer does not
create a relevant merger situation under the provisions of the Enterprise Act
2002.
As at 3.00 p.m. (London time) on 4 September 2007, valid acceptances of the
Offer had been received in respect of a total of 74,564,685 Amstrad Shares,
representing approximately 89.49 per cent. of the existing issued share capital
of Amstrad.
The directors of Sky Digital Supplies are pleased to announce that all of the
conditions of the Offer have now been satisfied or waived. Accordingly, the
Offer has been declared unconditional in all respects.
On 31 July 2007, the directors of Sky Digital Supplies announced that they had
received irrevocable undertakings and a letter of intent to accept the Offer in
respect of 37,306,097 Amstrad Shares, representing approximately 44.8 per cent.
of the existing issued share capital of Amstrad. Valid acceptances have been
received in respect of all of these Amstrad Shares.
The Offer will remain open for acceptance until further notice and remains
subject to the terms set out in the Offer Document.
Amstrad Shareholders who have not yet accepted the Offer and who hold Amstrad
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 to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available
from Capita Registrars by telephoning 0870 162 3121 or, if calling from outside
the UK, on +44 208 639 3399. If you hold your Amstrad Shares in uncertificated
form (that is, in CREST) you are urged to accept the Offer by TTE Instructions
as soon as possible.
Settlement of the consideration due under the Offer will be effected on or
before 19 September 2007 for Amstrad Shareholders who have already validly
accepted the Offer. Settlement for Amstrad Shareholders who validly accept the
Offer after the date of this announcement will be effected within 14 days of
receipt of their valid acceptance.
Sky Digital Supplies intends, as soon as practicable once sufficient acceptances
have been received, to apply the provisions of sections 979 to 982 (inclusive)
of the Companies Act 2006 to acquire compulsorily any outstanding Amstrad Shares
to which the Offer relates.
Sky Digital Supplies also intends to procure that Amstrad applies to the UK
Listing Authority for the cancellation of listing of Amstrad Shares on the
Official List and to the London Stock Exchange for cancellation of admission to
trading of Amstrad Shares on its market for listed securities.
Terms used in this announcement shall have the meaning given to them in the
Offer Document, unless the context requires otherwise.
Enquiries
Sky
Analysts / Investors:
Andrew Griffith
+44 (0) 20 7705 3000
Robert Kingston
+44 (0) 20 7705 3000
Press:
Robert Fraser
+44 (0) 20 7705 3000
Merrill Lynch
(Financial adviser to Sky)
Simon Gorringe
+44 (0) 20 7628 1000
Mark Astaire
+44 (0) 20 7628 1000
Amstrad
Martin Bland
+44 (0) 1277 228888
Rothschild
(Financial adviser to Amstrad)
Robert Leitao
+44 (0) 20 7280 5000
Frank PR
(Public relations adviser to Amstrad)
Graham Goodkind
+44 (0) 20 7693 6966
Further information
For further information on Sky and Amstrad, please see www.sky.com and
www.amstrad.com, respectively.
This announcement does not constitute, or form part of, an offer or solicitation
of any 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 will be 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. Any acceptance or other response to
the Offer should be made on the basis of the information in the Offer Document
and the Form of Acceptance.
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. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable legal or regulatory requirements.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. This announcement has been prepared
for the purpose of complying with English law and the Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.
Any person (including, without limitation, any custodian, nominee or trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
Further details in relation to overseas shareholders are contained in the Offer
Document.
Merrill Lynch is acting exclusively as financial adviser to Sky and Sky Digital
Supplies and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Sky and Sky Digital Supplies for
providing the protections afforded to clients of Merrill Lynch, nor for
providing advice in connection with the Offer or this announcement or any matter
referred to in this announcement.
Rothschild is acting exclusively as financial adviser to Amstrad and no one else
in connection with the Offer and this announcement and will not be responsible
to anyone other than Amstrad for providing the protections afforded to clients
of Rothschild, nor for providing advice in connection with the Offer or this
announcement or any 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: 05 September 2007 By: /s/ Dave Gormley
Dave Gormley
Company Secretary