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Bskyb Finance UK PROSPECTUS BSkyB Finance UK plc (incorporated with limited liability in England and Wales) (Registered Number 05576975) and British Sky Broadcasting Group plc (incorporated with limited liability in England and Wales) (Registered Number 02247735) £1,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by BSkyB Finance UK plc BSkyB Publications Limited British Sky Broadcasting Group plc British Sky Broadcasting Limited Sky Subscribers Services Limited Sky In-Home Service Limited and BSkyB Investments Limited Under the Euro Medium Term Note Programme described in this Prospectus (the “Programme”), BSkyB Finance UK plc (“BSkyB Finance”) and British Sky Broadcasting Group plc (“BSkyB”) (each an “Issuer” and together, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”). Notes issued by BSkyB Finance will be guaranteed by BSkyB, British Sky Broadcasting Limited (“BSkyB Limited”), BSkyB Publications Limited (“BSkyB Publications”), Sky Subscribers Services Limited (“Sky Subscribers”), Sky In-Home Service Limited (“Sky In-Home”) and BSkyB Investments Limited (“BSkyB Investments”). Notes issued by BSkyB will be guaranteed by BSkyB Finance, BSkyB Limited, BSkyB Publications, Sky Subscribers, Sky In-Home and BSkyB Investments (when acting in its capacity as guarantor of the relevant Notes, each such entity (subject to change in accordance with Condition 3(c)) and any acceding guarantor is referred to as a “Guarantor” and the Guarantors of the Notes issued by BSkyB Finance are together, referred to herein as the “Guarantors”). The aggregate nominal amount of Notes outstanding will not at any time exceed £1,000,000,000 (or the equivalent in other currencies). In accordance with Condition 3(c) of the Terms and Conditions of the Notes, BSkyB Publications, Sky In-Home and BSkyB Investments may cease to be a Guarantor in the event that any of those entities have been fully and unconditionally released from all obligations under guarantees of Indebtedness, including under the 1999 Bonds, the 2005 Bonds, the 2008 Bonds and the Revolving Credit Facility, for money borrowed in excess of £50,000,000 (see “Terms and Conditions — Guarantees by Subsidiaries”). Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) for Notes issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Unlisted Notes may also be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange). Each Series (as defined in “Overview of the Programme – Method of Issue”) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a “temporary Global Note”) or a permanent global note in bearer form (each a “permanent Global Note”). Notes in registered form will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Global Notes and Certificates may be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “Common Depositary”). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in “Summary of Provisions Relating to the Notes while in Global Form”. Tranches of Notes (as defined in “Overview of the Programme — Method of Issue”) to be issued under the Programme will be rated or unrated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Arranger for the Programme Barclays Capital Dealers Bank of China Limited Barclays Capital BNP Paribas BofA Merrill Lynch Credit Suisse Deutsche Bank J.P. Morgan Cazenove Morgan Stanley Santander Global Banking & Markets Société Générale Corporate & Investment Banking The Royal Bank of Scotland dated 27 August 2010 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuers, the Guarantors, BSkyB and its subsidiaries and affiliates taken as a whole (the “Group”) and the Notes which, according to the particular nature of the Issuers, the Guarantors and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuers and the Guarantors. The Issuers and the Guarantors accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuers and the Guarantors (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantors, any of the Dealers or the Arranger (as defined in “Overview of the Programme”). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuers or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuers or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive (2003/71/EC), the minimum specified denomination shall be g50,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes). The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuers, the Guarantors, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see “Subscription and Sale”. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuers, the Guarantors or the Dealers to subscribe for, or purchase, any Notes.
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