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Important Notice IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) (“REGULATION S”)) LOCATED OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following before continuing. The following applies to the attached document (the “document”) and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from British Sky Broadcasting Group plc (the “Issuer”), BSkyB Finance UK plc, British Sky Broadcasting Limited, Sky Subscribers Services Limited or Sky In-Home Service Limited (together, the “Guarantors”) or Bank of China Limited, London Branch, Barclays Bank PLC, BNP Paribas, DNB Markets, a division of DNB Bank ASA, HSBC Bank plc, J.P. Morgan Securities plc, Lloyds Bank plc, Mitsubishi UFJ Securities International plc, Mizuho International plc, Morgan Stanley & Co. International plc, SMBC Nikko Capital Markets Limited, Société Générale, The Royal Bank of Scotland plc or UniCredit Bank AG (together, the “Joint Lead Managers”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES AND THE GUARANTEES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES AND THE GUARANTEES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE DOCUMENT IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE COMMUNICATION OF THE DOCUMENT AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) OR HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (EACH SUCH PERSON BEING REFERRED TO AS A “RELEVANT PERSON”). THIS COMMUNICATION IS BEING DIRECTED ONLY AT RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NO PERSON OTHER THAN A RELEVANT PERSON SHOULD RELY ON IT. THE DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your representation: In order to be eligible to view the document or make an investment decision with respect to the securities, investors must be non-U.S. persons (as defined in Regulation S) located outside the United States. The document is being sent at your request and by accepting the e-mail and accessing the document, you shall be deemed to have represented to the Issuer, the Guarantors and the Joint Lead Managers that (1) (a) you are not a U.S. person and (b) you are purchasing the securities in an offshore transaction (within the meaning of Regulation S) and the electronic mail address that you gave the Issuer, the Guarantors or the Joint Lead Managers and to which this e-mail has been delivered is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia and (2) you consent to delivery of such document by electronic transmission. You are reminded that the document has been delivered to you on the basis that you are a person into whose possession the document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the document to any other person. If you are in any doubt as to the contents of the document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, or from another appropriately authorised independent financial adviser. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Joint Lead Managers or any affiliate of the Joint Lead Managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Joint Lead Manager or affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall the document constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the attached document who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the document. The distribution of the document in certain jurisdictions may be restricted by law. Persons into whose possession the attached document comes are required by the Issuer, the Guarantors and the Joint Lead Managers to inform themselves about, and to observe, any such restrictions. The document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantors, the Joint Lead Managers or any person who controls them, nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from the Joint Lead Managers. If you received the document by e-mail, you should not reply by e-mail to this communication. Any reply e- mail communications, including those you generate by using the “reply” function on your e-mail software, will be ignored and rejected. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Offering Memorandum – dated 25 November 2014 Sky plc (formerly known as British Sky Broadcasting Group plc) (incorporated with limited liability in England and Wales) (Registered Number 02247735) €400,000,000 2.75 per cent. Guaranteed Notes due 2029 unconditionally and irrevocably guaranteed on a joint and several basis by BSkyB Finance UK plc British Sky Broadcasting Limited Sky Subscribers Services Limited and Sky In-Home Service Limited issued pursuant to the £10,000,000,000 Euro Medium Term Note Programme of BSkyB Finance UK plc and Sky plc (formerly known as British Sky Broadcasting Group plc) Issue Price of the Notes: 98.925 per cent. The €400,000,000 2.75 per cent. Guaranteed Notes due 2029 (the “Notes”) will be issued by Sky plc (formerly known as British Sky Broadcasting Group plc, defined herein as the “Issuer” or “BSkyB”) on 27 November 2014 (the “Issue Date”) and guaranteed by BSkyB Finance UK plc (“BSkyB Finance”), British Sky Broadcasting Limited (“BSkyB Limited”), Sky Subscribers Services Limited (“Sky Subscribers”) and Sky In-Home Service Limited (“Sky In-Home”) (each a “Guarantor” and together, the “Guarantors” and, where used in the terms and conditions of the Notes set out on pages 32 to 56 of the Base Prospectus (as defined herein) and incorporated by reference into this Offering Memorandum (the “Conditions”) only, such terms shall be deemed to include any acceding guarantor in accordance with Condition 3(c)) pursuant to the £10,000,000,000 Euro Medium Term Note Programme (the “Programme”) of the Issuer and BSkyB Finance. In accordance with Condition 3(c), Sky In-Home may cease to be a Guarantor in the event it has been fully and unconditionally released from all obligations under guarantees of Indebtedness, including under the 2005 Bonds, the 2008 Bonds, the 2012 Bonds and the Revolving Credit Facility (each such term as defined in the Conditions), for money borrowed in excess of £50,000,000 (see “Terms and Conditions of the Notes – Guarantees by Subsidiaries” in the Base Prospectus). This Offering Memorandum incorporates by reference, inter alia, sections of the Base Prospectus relating to the Programme, as more fully set out under “Documents Incorporated by Reference”.
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