DGAP-WpÜG: Takeover Offer;

DGAP-WpÜG: Takeover Offer; <DE000SKYD000>


Target company: Sky Deutschland AG; Bidder: Kronen tausend985 GmbH

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Sky Deutschland AG Announcement: Decision to Make an Offer for Sky
Deutschland AG
Art. 10 WpÜG announcement:

NON-BINDING ENGLISH CONVENIENCE TRANSLATION

Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1
in conjunction with sections 29 para. 1, 34 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Kronen tausend985 GmbH
Denninger Straße 84
81925 München
Deutschland

registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 211181

Target Company:

Sky Deutschland AG 
Medienallee 26
85774 Unterföhring
Germany

registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 154549

ISIN: DE000SKYD000
WKN: SKYD00

The shares of the target company are listed in the regulated market (Prime
Standard) of Frankfurt Stock Exchange and are traded in the over the
counter market (Freiverkehr) in Berlin, Düsseldorf, Hamburg, Hannover,
Munich and Stuttgart.

Kronen tausend985 GmbH ('Bidder') decided today to make a voluntary public
takeover offer to the shareholders of Sky Deutschland AG ('SkyD') (the
'Offer') for the purchase of their ordinary registered shares with no par
value in SkyD (the 'SkyD-Shares') against payment of a cash consideration
of EUR 6.75 per SkyD-Share.

The Bidder has also entered today into a share purchase agreement with 21st
Century Fox Adelaide Holdings B.V. ('21CF') for the acquisition of 21CF's
57.4% stake in SkyD on a fully diluted basis (after exercise of the
convertible bond held by 21CF).

The Bidder is an indirect wholly-owned subsidiary of British Sky
Broadcasting Group plc, a public limited company incorporated in the United
Kingdom.

The Offer will be subject to conditions to be set out in the offer
document, including regulatory clearances. The Offer will not be subject to
a minimum acceptance condition.

The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Offer will be published on the internet at:

www.tvinformationupdate.com

The offer document will also be published by way of a notice of
availability in the Federal Gazette (Bundesanzeiger).

Important Notice:

The terms and conditions of the Offer will be published in the offer
document only after the permission by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) has been obtained. Investors and holders of shares in SkyD are
strongly advised to read all relevant documents regarding the Offer
published by the Bidder when they become available because they will
contain important information. Investors and shareholders of SkyD will be
able to receive these documents, when they become available, at the website
www.tvinformationupdate.com. Upon publication, the offer document will also
be available free of charge at a specified location.

This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell SkyD-Shares. This announcement does
not constitute an offer to purchase SkyD-Shares and is not for the purposes
of the Bidder making any representations or entering into any other binding
legal commitments.

An offer to purchase shares in SkyD will be solely made by the offer
document which is to be published by the Bidder in due course and the offer
is exclusively subject to the terms and conditions set out in the offer
document. The terms and conditions contained in the offer document may
differ from the general information described in this announcement.

Shareholders of SkyD are strongly recommended to seek independent advice,
where appropriate, in order to reach an informed decision in respect of the
content of the offer document and with regard to the Offer for SkyD.

The Offer will be issued exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz, ('WpÜG')) and the Regulation
on the Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer ('WpÜG Offer Regulation'). The Offer will not be executed
according to the provisions of jurisdictions (including the jurisdictions
of United States of America, Canada, Australia, and Japan) other than those
of the Federal Republic of Germany. Thus, no other announcements,
registrations, admissions or approvals of the Offer outside the Federal
Republic of Germany have been filed, arranged for or granted. The
shareholders of SkyD cannot rely on having recourse to provisions for the
protection of investors in any jurisdiction other than such provisions of
the Federal Republic of Germany. Any contract that is concluded on the
basis of the Offer will be exclusively governed by the laws of the Federal
Republic of Germany and is to be interpreted in accordance with such laws.

The Bidder has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by third parties outside the Federal Republic of Germany. Neither
the Bidder nor persons acting in concert with the Bidder within the meaning
of Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way
responsible for the compliance of the publication, sending, distribution,
or dissemination of this announcement or any other document associated with
the Offer by a third party outside of the Federal Republic of Germany to
any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.

The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted
by law. Persons who are not resident in the Federal Republic of Germany or
who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.

Munich, 25 July 2014

Kronen tausend985 GmbH

The Managing Directors 

End of WpÜG announcement

End of WpÜG announcement

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Listed: Regulierter Markt Frankfurt (Prime Standard); Freiverkehr Berlin,
Düsseldorf, Hamburg, Hannover, München, Stuttgart
 
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