Sky Group Finance
OFFERING MEMORANDUM Sky Group Finance plc (incorporated with limited liability in England and Wales) (Registered Number 05576975) and Sky plc (incorporated with limited liability in England and Wales) (Registered Number 02247735) £5,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by Sky Group Finance plc Sky plc Sky UK Limited Sky Subscribers Services Limited Sky In-Home Service Limited and Sky Telecommunications Services Limited Under the Global Medium Term Note Programme described in this Offering Memorandum (the “Programme”), Sky Group Finance plc (“Sky Finance”) and Sky plc (“Sky”) (each an “Issuer” and together, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”). Notes issued by Sky Finance will be guaranteed by Sky, Sky UK Limited (“Sky UK”), Sky Subscribers Services Limited (“Sky Subscribers”), Sky In-Home Service Limited (“Sky In- Home”) and Sky Telecommunications Services Limited (“STSL”). Notes issued by Sky will be guaranteed by Sky Finance, Sky UK, Sky Subscribers, Sky In-Home and STSL. When acting in the capacity of a guarantor of the relevant Notes, each such entity is referred to herein as a “Guarantor” and, together, the “Guarantors” (and, where used in the Terms and Conditions of the Notes only, such terms shall be deemed to include any acceding guarantor in accordance with Condition 3(c)). The aggregate nominal amount of Notes outstanding will not at any time exceed £5,000,000,000 (or the equivalent in other currencies). In accordance with Condition 3(c) of the Terms and Conditions of the Notes, each of Sky In-Home and STSL may cease to be a Guarantor in the event that it has been fully and unconditionally released from all obligations under guarantees of Indebtedness, including under the Existing Bonds and the Revolving Credit Facility, for money borrowed in excess of £50,000,000 (see “Terms and Conditions — Guarantees by Subsidiaries”).
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