Capital Return – Initial Court Orders Received

Sky New Zealand
PO Box 9059
Newmarket
Auckland 1149
New Zealand

10 Panorama Road
Mt Wellington
Auckland 1060
New Zealand

T. +64 9 579 9999

sky.co.nz






23 September 2022

Capital Return to Shareholders – Initial Court Orders Received
On 25 August 2022 Sky Network Television Limited (Sky) announced a proposed return of
capital to shareholders of approximately NZ$70 million or 40 cents per existing share
1
by
way of a Court approved scheme of arrangement (Scheme). The Scheme was selected as the
most appropriate way to return a significant sum to shareholders, offering a fair and
efficient mechanism that treats all shareholders equally.
Sky has now received initial orders from the Court to, amongst other things, put the Scheme
to shareholders for consideration and approval at Sky’s 2022 Annual Shareholder Meeting
on 2 November 2022. The Scheme is also conditional on Sky obtaining a binding IRD ruling
confirming that the cash sum paid to shareholders under the Scheme is not in lieu of the
payment of a dividend.
The effect of the Scheme, once implemented, on Sky Shareholders will be:
• to have one share cancelled for every six shares held (together with all rights attaching
to those shares) on the Record Date for the return. Fractions of a share will be rounded
up or down to the nearest whole number (with 0.5 rounded up); and
• to receive a cash sum of NZ$2.40 for each share cancelled (equivalent to approximately
40 cents per existing share at the Record Date). Shareholders with a registered address
in Australia on the Record Date will receive these funds in Australian dollars at an
exchange rate approved by Sky.
An indicative timetable and key facts about the Scheme are set out below. Further
information and full explanatory notes will be included in Sky’s 2022 Notice of Annual
Meeting which is expected to be issued in early October.
ENDS
Authorised by: James Bishop, Company Secretary
For further information, please contact:
James Bishop
Company Secretary
Sky Network Television Limited
James.Bishop@sky.co.nz
Investors can also submit queries to: investorrelations@sky.co.nz

1
The price per share cancelled and cancellation ratio have been set such that, where no rounding is applied
to a shareholder, that shareholder will receive 40 cents per share held on the record date. Fractional
entitlements will be rounded, such that shareholders may receive more, or less, than 40 cents per share held
on the record date where rounding is applied to them.

Indicative timetable:
Event Date*
Notice of meeting distributed October
Annual Meeting / shareholder vote 2 November 2022
Final orders make by the High Court mid-November
Payment to shareholders late-November 2022
*Dates above are indicative only

Key facts regarding Sky’s proposed Capital Return:
• Sky expects to return approximately $70 million, or 40 cents per existing share, via a Court
approved scheme of arrangement.
• The Scheme is subject to approval of a special resolution of shareholders at Sky’s Annual Meeting
on 2 November 2022.
• Sky is also seeking a binding ruling from the Commissioner of Inland Revenue to confirm the
proposed return of capital is not in lieu of a dividend and this is a condition of the Scheme. The
binding ruling is expected to provide certainty in practice that the return of capital generally will
not be subject to income tax for New Zealand tax resident shareholders
2
. A class ruling from the
Australian Taxation Office (ATO) is also being sought but is not a condition of the return.
• If shareholders approve the Scheme and the binding IRD ruling is obtained, Sky intends to seek
final orders from the High Court sanctioning the return of capital. If these final orders are received
in mid-November 2022, payment of the capital return would be expected to be made in late
November 2022.
• The Scheme will result in the cancellation of shares, with shareholders receiving payment for each
cancelled share. The cancellation ratio will be one in six shares, meaning that for every six existing
shares at the Record Date, one will be cancelled, with shareholders being paid $2.40 for each
cancelled share.
• Sky has set the cancellation price of NZ$2.40 per share cancelled after taking into account the
Company’s share price following the announcement of the capital return on 25 August 2022. In
order to return approximately NZ$70 million of capital to shareholders, applying the cancellation
price of NZ$2.40 results in one share for every six shares held by shareholders being cancelled
(subject to rounding).
• The Record Date is the date at which a shareholder will need to own the shares in order to be
eligible to receive the return of capital. This date will be determined closer to the time of the
payment.
• Following the share cancellation, the number of Sky shares on issue will reduce by approximately
29,144,720 (subject to rounding).
• The capital return process treats all shareholders equally and will not alter shareholders’
proportionate shareholding in Sky or future voting and distribution rights (subject to rounding).
• Sky shareholders will receive more information regarding the capital return in the Notice of
Meeting that is expected to be released in early October.


2
Provided they hold shares on capital account for tax purposes.