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Documents

doc0

Editorial Contact: Gwen Carlson Conexant Systems, Inc. (949) 483-7363
CONEXANT AND AMSTRAD JOIN FORCES TO DELIVER HDTV SATELLITE SET-TOP BOXES Sky Italia to Deploy Advanced STBs for HDTV Service Launch in Italy NEWPORT BEACH, Calif., June 12, 2006 Conexant Systems, Inc. (NASDAQ: CNXT), a worldwide leader in semiconductor solutions for broadband communications and the digital home, today announced that its complete DVB-S2/MPEG-4 satellite set-top box (STB) solution has been chosen by Amstrad PLC, a leading international manufacturer of digital STBs, for their new high-definition television (HDTV) satellite receiver. DVB-S2 and MPEG-4 are advanced, industry-standard technologies that allow operators to offer additional HDTV channels and content, including interactive services, using their existing bandwidth and infrastructure. Amstrads DRX700i STB is based exclusively on Conexants semiconductor solutions, and will be deployed by Italian satellite broadcast operator Sky Italia this summer. Amstrad established its reputation as an industry leader by making advanced technology accessible to the mass market, said Lewis Brewster, executive vice president and general manager of Conexants Broadband Media Processing business. This parallels our commitment to delivering innovative products that leverage key technology developments such as the advanced modulation and compression technologies that power our complete satellite set-top box solution. Were pleased to join forces with Amstrad on this important HDTV product launch. Amstrad has commenced shipments of the DRX700i, said Sir Alan Sugar, chairman of Amstrad PLC. We chose to work with Conexant because their award-winning, complete HDTV satellite set-top box solution allowed us to bring our high-performance DRX700i receiver to market more quickly, and capitalize on this new market opportunity.

-- more --

Conexant and Amstrad Join Forces to Deliver HDTV Satellite Set-top Boxes
About Conexants HDTV Satellite STB Solution Amstrad is using six Conexant chips in the DRX700i receiver. They are:
The CX24116 DVB-S2 demodulator/decoder: DVB- S2 leverages key developments in channel coding and modulation to provide up to a 35 percent capacity increase over the previous DVB-S standard.
The CX24182 MPEG-4/H.264 decoder: H.264 compression provides greater recording capacity on STBs with personal video recording capabilities, and increases the number of HDTV channels a broadcaster can transmit.
The CX24177 MPEG-2 HDTV decoder: This device navigates through a digital broadcast service and securely decodes authorized program content for presentation on an HDTV display.
The CX24118 direct down-conversion satellite tuner: This solution offers excellent phase noise performance and very low implementation loss, required for advanced modulation systems such as 8PSK and DVB-S2.
CX20493 SmartDAA and CX86500 V.92 Modem: These chips are based on patented technology that enables a reliable digital communications channel, allowing users to send and receive data across a PSTN via modem, fax, STB or embedded appliances.

Conexant offers a comprehensive suite of digital STB components and system solutions for worldwide satellite, terrestrial and cable entertainment broadcasting networks. The companys product offering includes silicon tuners, satellite demodulators, MPEG audio and video decoders, and dial-up modems for back-channel applications. Reference designs that help manufacturers reduce cost and speed time-to-market are also available, bundled with a range of operating systems, middleware, drivers and development tools.
About Conexant Conexants innovative semiconductor solutions are driving broadband communications and digital home networks worldwide. The company has leveraged its expertise and leadership position in modem technologies to enable more Internet connections than all of its competitors combined, and continues to develop highly integrated silicon solutions for broadband data and media processing networks. Key products include client-side xDSL and cable modem solutions, home network processors, broadcast video encoders and decoders, digital set-top box components and systems solutions, and dial-up
modems. Conexants suite of networking components includes a leadership portfolio of IEEE 802.11compliant WLAN chipsets, software and reference designs, as well as solutions for applications based on HomePlug and HomePNA. The company also offers a complete line of asymmetric and symmetric DSL central office solutions, which are used by service providers worldwide to deliver broadband data, voice, and video over copper telephone lines. Conexant is a fabless semiconductor company with an annual revenue run-rate in excess of $900 million. The company has approximately 2,500 employees worldwide, and is headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com. About Amstrad PLC Amstrad Plc is a manufacturer and supplier of Telecoms, Audio, TV, Video and Digital Satellite products. Founded by present Chairman Sir Alan Sugar in 1968 as an electrical goods trader, the company has established its reputation as making innovative technology accessible to the mass market. Listed on the London Stock Exchange in 1980, Amstrad launched the first mass market home computer package in the mid 1980s and was the founder supplier to Sky TV when the service launched in 1988. Additional information can be found at www.amstrad.com. Conexant Safe Harbor Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as Conexant or its management believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements in this release that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. These risks and uncertainties include, but are not limited to: the uncertainties of litigation, including claims of infringement of third-party intellectual property rights or demands that we license third-party technology and the demands it may place on the time and attention of our management and the expense it may place on the company; the risk that capital needed for our business and to repay our convertible notes will not be available when needed; the risk that the value of our common stock may be adversely affected by market volatility; general economic and political conditions and conditions in the markets we address; the substantial losses we have incurred; the cyclical nature of the semiconductor industry and the markets addressed by our products and our customers products; continuing volatility in the technology sector and the semiconductor industry; demand for and market acceptance of our new and existing products; our successful development of new products; the timing of our new product introductions and our product quality; our ability to anticipate trends and develop products for which there will be market demand; the availability of manufacturing capacity; pricing pressures and other competitive factors; changes in our product mix; product obsolescence; the ability of our customers to manage inventory; our ability to develop and implement new technologies and to obtain protection for the related intellectual property; and possible disruptions in commerce related to terrorist activity or armed conflict, as well as other risks and uncertainties, including those detailed from time to time in our Securities and Exchange Commission filings. The forward-looking statements are made only as of the date hereof. We undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. ### Conexant is a registered trademark of Conexant Systems, Inc. Other brands and names contained in this release are the property of their respective owners.

doc1

As an alternative to some or all of the cash consideration which would otherwise be receivable under the Offer, Amstrad Shareholders (other than Restricted Overseas Persons) will be able to elect to receive Loan Notes to be issued by Sky Digital Supplies on the following basis: for each 1 of cash consideration 1 in nominal value of Loan Notes
Sky Digital Supplies reserves the right not to issue any Loan Notes if valid elections are received for an aggregate of less than 5 million in nominal value of Loan Notes. If insufcient elections are received, Amstrad Shareholders who elect to receive Loan Notes will instead receive cash consideration in accordance with the terms of the Offer. 3
The Loan Notes will be guaranteed as to the principal amount of the Loan Notes (but not any interest payable on the principal) by The Royal Bank of Scotland plc until 30 September 2012 and, subsequently, by Sky. Further details of the Loan Note Alternative are set out in paragraph 3 of Part II of, and in Appendix II to, this document. Under the Offer, Restricted Overseas Persons will only be eligible to receive the cash consideration and will not be eligible to elect to receive Loan Notes as consideration pursuant to the Loan Note Alternative. 4. Background to and reasons for recommending the Offer
Amstrads main activity is the design development, marketing and distribution of satellite, telecommunications and other consumer electronic products. Over the course of its history, Amstrad has sold a wide range of products including telephones, audio equipment, satellite receivers and televisions. Amstrad has continuously adapted its product range and expertise and sought out new products and services to maximise margins as these markets have come under pricing pressure from low-cost producers in the Far East. Amstrads current activities comprise: Satellite set-top receivers In 1997, through my longstanding personal relationship with Sky, Amstrad entered the contract manufacturing business with its rst Sky digital satellite receiver contract. This was the result of our decision to move away from retail sales of mass market consumer electronic products, with their declining margins, and concentrate instead on products for non-retail trade customers. These customers require bespoke electronic products for their businesses, allowing Amstrad to concentrate on efcient design development and low-cost manufacturing for a small number of high volume contracts. The development of bespoke digital set-top boxes is time-consuming and requires highly skilled personnel and therefore the potential order volume and margin has to be carefully considered before embarking on any new contract in order to avoid taking on contracts which are, ultimately, unlikely to prove protable. As a result, Amstrad currently designs, develops and sells standard denition and/or high denition set-top boxes and PVR set-top boxes to only two major satellite broadcaster customers, Sky and Sky Italia. Despite enjoying good working relationships with both of these customers, the Amstrad Directors recognise the vulnerability of this reliance on just two customers. E-mailer phone Between 2000 and 2006, Amstrad developed and sold a number of different versions of the e-mailer phone, a xed line telephone that provides customers with e-mail and internet access. Amstrads business model for the product was to sell the phone below cost with a continuing revenue stream derived from usage of the phone by the installed user base. In the year ended 30 June 2006, as a result of the threat from the increasing affordability of home computers, Amstrad made the strategic decision to cease development and production of the phones and all of the Amstrad Groups remaining e-mailer inventory was sold. The e-mailer business since then has been comprised solely of ongoing usage revenue from the installed user base which continues to generate signicant, but gradually declining, protable revenue from e-mail, internet access, SMS, downloading of ringtones and advertising. Hong Kong business The primary function of Amstrads Hong Kong business is to act as a local support for the manufacture and administration of the delivery of products for the Amstrad Group. It also designs, manufactures and sells audio products to the US and European markets, which generates a marginal prot. Discussions with Sky As a result of their close working relationship with Sky, the Amstrad Directors came to believe that it would be a logical business step for Sky to take full in-house control of its future software and hardware development and manufacturing. Whilst it would take Sky considerable time and expense to acquire the necessary skills in engineering, product development and manufacturing, if Sky decided to pursue such a strategy, it was clear that the long-term future of Amstrad could be under threat from the potential loss of its largest customer, which would be difcult to replace. Consequently, the Amstrad Directors concluded that now is the right time for Amstrad to become a part of a larger organisation and therefore decided to engage in discussions with Sky regarding the signicant operational and nancial opportunity an offer for Amstrad would represent for Sky. 4

Loan Note Alternative To the extent that an Amstrad Shareholder who, alone or together with persons connected with him/her, does not hold more than ve per cent. of, or of any class of, shares in or debentures of Amstrad receives Loan Notes in exchange for his/her Amstrad Shares under the Loan Note Alternative, he/she should not be treated as having made a disposal of Amstrad Shares for the purposes of United Kingdom taxation on chargeable gains and should be treated in the manner described in paragraphs (iii) or (iv) below (as the case may be). To the extent that an Amstrad Shareholder who, alone or together with persons connected with him/her, holds more than ve per cent. of, or of any class of, shares in or debentures of Amstrad receives Loan Notes in exchange for his/her Amstrad Shares under the Loan Note Alternative, he/she should be treated in the manner described in paragraphs (iii) or (iv) below (as the case may be), provided that the exchange of Amstrad Shares for Loan Notes is effected for bona de commercial reasons and does not form part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of liability to capital gains tax or corporation tax. An application for clearance will be made to HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 in this regard. The Offer and the Loan Note Alternative are not conditional on such clearance being obtained.
Loan Note Alternative Individuals For an individual holder of Loan Notes, the Loan Notes should not be qualifying corporate bonds. Consequently, where an individual Amstrad Shareholder receives Loan Notes, any gain or loss which would otherwise arise on a disposal or part disposal of those of his or her Amstrad Shares that are exchanged for Loan Notes should be rolled-over. As a result, no immediate gain or loss should arise and the Loan Notes should be treated as the same asset as those Amstrad Shares with the result that the tax base cost of the Loan Notes should be the same as the tax base cost of the Amstrad Shares transferred in exchange for the Loan Notes. A subsequent disposal (including redemption) of any of the Loan Notes may, depending on individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a liability to United Kingdom capital gains tax. Where an individual Amstrad Shareholder opts for a mixture of cash and Loan Notes, and the amount of cash is small in comparison with the value of his or her Amstrad Shares, such a Shareholder may be able to treat the cash received as a deduction in the base cost of his or her Amstrad Shares rather than as a part disposal of those Amstrad Shares. Under current HMRC published practice, any cash payment of 3,000 or less, or which is ve per cent. or less of the market value of the Amstrad Shareholders holding of Amstrad Shares, will generally be treated as small for these purposes.

The Offeror reserves the right at its absolute discretion to waive, in whole or in part, all or any of the above conditions, except condition (a). The Offer will lapse unless all the above conditions are fullled or (if capable of waiver) waived or, where appropriate, determined by the Offeror in its reasonable opinion to have been or remain satised by midnight on the day which is 21 days after the later of the First Closing Date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date as the Offeror may, with the consent of the Panel or in accordance with the Code, decide). The Offeror shall be under no obligation to waive or treat as satised any of conditions (b) to (h) inclusive by a date earlier than the date specied above for the satisfaction thereof, notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fullled and 24
that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fullment. If Sky or the Offeror is required by the Panel to make an offer for any Amstrad Shares under Rule 9 of the Code, Sky or the Offeror (as the case may be) may make such alterations to the above conditions as are necessary to comply with that Rule. The Offer will lapse (unless the Panel otherwise consents) if, before the First Closing Date of the Offer or the date when the Offer becomes or is declared unconditional as to acceptances (whichever is the later), the Offer, or any aspect of it, is referred to the Competition Commission. If the Offer lapses, the Offer will cease to be capable of further acceptance and those Amstrad Shareholders who have, as at the time of such lapse, accepted the Offer shall then cease to be bound by their acceptances of the Offer submitted at or before the time when the Offer lapses. The Offer will be governed by English law and be subject to the jurisdiction of the English Courts.
PART B: FURTHER TERMS OF THE OFFER Except where the context requires otherwise, any reference in Parts B, C and D of this Appendix I and in the Form of Acceptance: (a) (b) (c) to the Offer will include the Loan Note Alternative and any other election available under the Offer and any revision, variation or extension thereof; to the Offer becoming unconditional will include the Offer becoming or being declared unconditional; to the Offer being or becoming or being declared unconditional will be construed as the Offer becoming or being declared unconditional as to acceptances whether or not any other condition of the Offer remains to be fullled; to the acceptance condition means the condition as to acceptances of the Offer set out in paragraph (a) of Part A of this Appendix I and references to the Offer becoming unconditional as to acceptances will be construed accordingly; and to the Offer Document will mean this document and any other document containing the Offer.

) the member account ID of the Escrow Agent included in the relevant Electronic Acceptance, together with the Escrow Agents participant ID; ) the transaction reference number of the Electronic Acceptance in respect of which the election is to be changed; ) the intended settlement date for the changed election; ) the corporate action number for the Offer, and, in order that the desired change of election can be effected, must include: ) the member account ID of the Escrow Agent relevant to the new election. Any such change of election will be conditional upon Capita Registrars verifying that the request is validly made. Accordingly, Capita Registrars will on behalf of the Offeror reject or accept the requested change of election by transmitting in CREST a receiving agent reject (AEAD) or receiving agent accept (AEAN) message. 6. (a) Overseas Shareholders The making of the Offer in, or to certain persons who are resident in, or citizens or nationals of, jurisdictions outside the UK or to custodians, nominees of or trustees for such persons, and the availability of the Loan Notes to such persons, may be affected by the laws of the relevant jurisdictions. Amstrad Shareholders who are residents, citizens or nationals of jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such person wishing to accept the Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required and the compliance with other necessary formalities. Any such Overseas Shareholder will be responsible for the payment of any issue, transfer or other taxes due in that jurisdiction of whomsoever payable and the Offeror and any person acting on its behalf shall be fully indemnied and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes as such person may be required to pay. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction. The Loan Notes will not be listed on any stock exchange and have not been, and will not be, registered under the US Securities Act of 1933, as amended or under the securities laws of any state or other jurisdiction of the United States; the relevant clearances have not been obtained and will not be obtained from the securities commission or similar authority of any province or territory of Canada; no prospectus in relation to the Loan Notes has been, nor will one be, lodged with or registered by the Australian Securities and Investments Commission; nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in Japan or New Zealand in compliance with applicable securities laws of Japan or New Zealand (as the case may be). Accordingly, unless an exemption under relevant securities laws is applicable the Loan Notes may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia, New Zealand or Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration thereof, or to or for the account or benet of any US person. The provisions of this paragraph 6 supersede any terms of the Offer inconsistent with them. The provisions of this paragraph 6 and/or any other terms of the Offer relating to Overseas Shareholders may be waived, varied or modied as regards specic Amstrad Shareholder(s) or on a general basis by the Offeror in its absolute discretion. General Except with the consent of the Panel, the Offer will lapse unless all the conditions relating to the Offer have been fulfilled or (if capable of waiver) waived, or, where appropriate, have been determined by the Offeror to be, and continue to be, satisfied by midnight (London time) on 11 September 2007 or by midnight (London time) on the date which is 21 days after the date on which the Offer becomes unconditional, whichever is the later, or such later date as the Offeror, with the consent of the Panel, may decide. If the Offer lapses, it will cease to be capable of further acceptance and accepting Amstrad Shareholders and the Offeror will cease to be bound by their acceptances of the Offer submitted at or before the time the Offer lapses. 31

7. (a)

If sufcient acceptances under the Offer are received and/or sufcient Amstrad Shares are otherwise acquired, the Offeror intends to apply the provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily any outstanding Amstrad Shares to which the Offer relates. Furthermore, the Offeror intends to procure that Amstrad applies to the UK Listing Authority for the cancellation of listing of Amstrad Shares on the Ofcial List and to the London Stock Exchange for the cancellation of admission to trading of the Amstrad Shares on its market for listed securities. Such cancellation of listing and admission to trading will take effect no earlier than 20 business days after (a) the Offeror has by virtue of its shareholding (if any) and acceptances under the Offer, acquired or agreed to acquire 75 per cent. of the issue share capital of Amstrad or (b) the rst date of issue of the compulsory acquisition notices of under section 979 of the Companies Act 2006, as appropriate.
The expression Offer Period when used in this document means, in relation to the Offer, the period commencing on (and including) 31 July 2007 until whichever of the following dates will be the latest: (i) (ii) (iii) 3:00 p.m. (London time) on 21 August 2007; the date on which the Offer lapses; and the date on which the Offer becomes unconditional.
Except with the consent of the Panel, settlement of the consideration to which any Amstrad Shareholder is entitled under the Offer will be implemented in full in accordance with the terms of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which the Offeror may otherwise be, or claim to be, entitled as against such Amstrad Shareholder and will be effected: (i) in the case of acceptances received, complete in all respects (including the relevant transfer to escrow or (as applicable) receipt of relevant share certicate(s) and/or other documents of title or indemnities satisfactory to the Offeror), by the date on which the Offer becomes or is declared unconditional in all respects, within 14 calendar days of such date; or in the case of acceptances of the Offer received, complete in all respects, after the date on which the Offer becomes or is declared unconditional in all respects, but while it remains open for acceptance, within 14 calendar days of such receipt.

that the Electronic Acceptance constitutes, subject to the Offer becoming unconditional in all respects in accordance with its terms and to an accepting Amstrad Shareholder not having validly withdrawn his acceptance, a separate and irrevocable authority and request: (i) to the Offeror or its agents to procure the making of a CREST payment obligation in favour of the Amstrad Shareholders payment bank in accordance with the CREST payment arrangements in respect of any cash consideration to which such shareholder is entitled under the Offer, provided 38
that the Offeror may (if, for any reason, it wishes to do so) determine that all or any part of any such cash consideration shall be paid by cheque drawn on a branch of a UK clearing bank despatched by post; and (ii) to the Offeror or its agents, to record and act upon any instructions with regard to payments or notices which have been entered in the records of Amstrad in respect of such shareholders holding(s) of Amstrad Shares as if such mandates had been given in respect of its holding of Loan Notes;

(g) (h)

that the Electronic Acceptance constitutes a separate authority to the Offeror and/or its agents within the terms of paragraph 5 of Part B of this Appendix I; that, subject to the Offer becoming unconditional in all respects (or, in the case of voting by proxy, if the Offer will become unconditional in all respects or lapse immediately upon the outcome of the resolution in question) or, if the Panel otherwise gives its consent, in respect of the Amstrad Shares in uncerticated form in respect of which the Offer has been accepted, or is deemed to be accepted, which acceptance has not been validly withdrawn, and which have not been registered in the name of the Offeror: (i) the Offeror or its agents be entitled to direct the exercise of any votes and any other rights and privileges (including the right to requisition the convening of a general meeting of Amstrad or of any class of its shareholders) attaching to any such Amstrad Shares; and an Electronic Acceptance by an Amstrad Shareholder shall constitute with regard to such Amstrad Shares: (A) an authority to Amstrad and/or its agents from such Amstrad Shareholder to send any notice, warrant, document or other communication which may be required to be sent to him as a member of Amstrad (including any share certicate(s) or other document(s) of title issued as a result of a conversion of such Amstrad Shares into certicated form) to the Offeror at its registered ofce; an authority to the Offeror and/or its agents to sign any consent to short notice on his behalf and/or attend and/or execute a form of proxy in respect of such Amstrad Shares appointing any person nominated by the Offeror to attend general meetings and separate class meetings of Amstrad or its members (or any of them) (and any adjournments thereof) and to exercise the votes attaching to such shares on his behalf, where relevant, such votes to be cast so far as possible to satisfy any outstanding condition of the Offer; and the agreement of such Amstrad Shareholder not to exercise any of such rights without the consent of the Offeror and the irrevocable undertaking of such Amstrad Shareholder not to appoint a proxy to attend any such general meeting or separate class meeting;

At 30 June 2006 000

1,988 14,199 16,187

(16) (16)
Deposits are treated as cash if they are repayable on demand without notice and without penalty or if they can be withdrawn within 24 hours. Other cash deposits, all of which have a maturity of less than three months, are treated as money market deposits. 27. Financial instruments
The Groups nancial instruments, other than derivatives, comprise cash and liquid resources, documentary letters of credit as well as items such as trade debtors and trade creditors that arise directly from the Groups operations. The main purpose of these nancial instruments is to provide nance for the Groups operations. The Group has no borrowings. The Group also enters into currency derivative transactions (forward foreign currency contracts). The purpose of such transactions is to manage the currency risks arising from the Groups operations. It is, and has been throughout the period under review, the Groups policy that no trading in nancial instruments shall be undertaken. The main risks arising from the Groups nancial instruments are interest rate risk, liquidity risk and foreign currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged since 1 July 2005. (a) Interest rate risk
The Group nances its operations through retained prots and the use of documentary letters of credit. Cash is placed on deposit for up to three months at xed rates of interest. (b) Liquidity risk
The Groups policy throughout the year ended 30 June 2006 has been to ensure that it has adequate liquidity by the use of documentary letters of credit and the Groups cash resources. (c) Foreign currency risk
A signicant proportion of the Groups purchases are in currencies different from the selling currency. It is the Groups policy to manage this exposure by progressively purchasing the currency forward once an order is placed with a supplier. 69
The Group has one small overseas company, operating in Hong Kong, which has no material impact through exchange rate movements on the Groups sterling balance sheet. The interest rate and currency exposure of the Groups net cash deposits was as follows:
Sterling deposits US Dollar deposits Other Currency deposits US Dollar overdraft
50,565 4,386 1,476 56,427

39,66 (980) 39,276

PART 4: PROFIT ESTIMATE OF THE AMSTRAD GROUP FOR THE YEAR ENDED 30 JUNE 2007 Consolidated Income Statement unaudited
Year ended 30 June 2007 000
Revenue Cost of sales (including exceptional costs of nil (2006: 3.9m)) Gross prot Distribution costs Administrative expenses Net operating expenses Operating prot Finance income Finance costs Prot before taxation Tax Prot for the period attributable to equity shareholders Basic earnings per share Diluted earnings per share 1. Prot Estimate
68,770 (47,161) 21,609 (665) (5,802) (6,467) 15,142 2,005 (247) 16,900 (4,719) 12,181 14.6p 14.6p
The above unaudited consolidated income statement for the year ended 30 June 2007 represents a prot forecast for the purposes of the Code (the Prot Estimate). 2. Basis of preparation
The Prot Estimate is based upon: ) ) the published unaudited interim nancial statements of the Amstrad Group for the six months ended 31 December 2006 (see Part 2 of this Appendix III); and unaudited management accounts of the Amstrad Group for the six months ended 30 June 2007.
The Prot Estimate has been prepared on a basis consistent with the accounting policies adopted by the Amstrad Group in its annual nancial statements for the year ended 30 June 2006. The Prot Estimate has been prepared not taking into account any costs relating to the Offer. 3. Reports relating to the Prot Estimate
Pursuant to Rule 28.3 of the Code, Deloitte and Rothschild (Amstrads auditor and nancial adviser respectively) are required to report upon the Prot Estimate and accordingly the Amstrad Directors, who are solely responsible for the Prot Estimate, have received the following letters.
The Board of Directors on behalf of Amstrad plc Amstrad plc Brentwood House 169 Kings Road Brentwood Essex CM14 4EF N.M. Rothschild & Sons Ltd New Court St Swithins Lane London EC4P 4DU 30 July 2007 Dear Sirs We report on the Prot Estimate comprising the estimated prot and loss account of Amstrad plc (the Company) and its subsidiaries (together the Group) for the year ended 30 June 2007 (the Prot Estimate). The Prot Estimate and the basis on which it is prepared is set out on page 72 of the offer document relating to the proposed acquisition of Amstrad plc by Sky Digital Supplies Limited (the Offer Document) issued by the Company dated 31 July 2007. This report is required by Rule 28.3(b) of the City Code on Takeovers and Mergers (the Takeover Code) and is given for the purpose of complying with that rule and for no other purpose. Responsibilities It is the responsibility of the directors of the Company (the Directors) to prepare the prot estimate in accordance with the requirements of the Takeover Code. It is our responsibility to form an opinion as required by the Takeover Code as to the proper compilation of the prot estimate and to report that opinion to you. Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders as a result of the inclusion of this report in the Offer Document, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with Rule 28.4 of the Takeover Code, consenting to its inclusion in the Offer Document. Basis of Preparation of the Prot Estimate The Prot Estimate has been prepared on the basis stated on page 72 of the Offer Document and is based on the published unaudited interim nancial statements for the six months ended 31 December 2006 and the unaudited management accounts for the six months ended 30 June 2007. The Prot Estimate is required to be presented on a basis consistent with the accounting policies of the Group. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical nancial information for the year ended 30 June 2007 has been prepared and considering whether the Prot Estimate has been accurately computed using that information and consistent with the accounting policies of the Amstrad Group. 73

(B) (C) (D) (E) (F) (G)

(viii) (ix) (x) (xi) (xii)
derivative includes any nancial product whose value, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security; disclosure date means 27 July 2007 being the latest practicable date prior to the posting of this document; disclosure period means the period commencing on 31 July 2006 (being the date 12 months prior to the commencement of the Offer Period) and ending on the disclosure date; exempt principal trader or exempt fund manager have the meanings attributed to them in the Code; being interested in relevant securities includes where a person: (A) (B) (C) owns relevant securities; has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to relevant securities or has general control of them; by virtue of any agreement to purchase, option or derivative, has the right or option to acquire relevant securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; is a party to any derivative whose value is determined by reference to its price and which results, or may result, in his having a long position in it; or has long economic exposure, whether absolute or conditional, to changes in the price of those relevant securities (but a person who only has a short position in relevant securities is not treated as interested in those relevant securities); 78

(D) (E)

(xiii)
relevant Amstrad securities means: (A) (B) (C) Amstrad Shares and any other securities of Amstrad carrying voting rights; equity share capital of Amstrad; and any securities of Amstrad carrying conversion or subscription rights into any securities listed in (A) or (B) above;
relevant Sky securities means: (A) (B) (C) Sky shares and any other securities of Sky carrying voting rights; equity share capital of Sky; and any securities of Sky carrying conversion or subscription rights into any securities listed in (A) or (B) above;

(xv) (xvi)

relevant securities means relevant Amstrad securities or relevant Sky securities, as appropriate; short position means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; and

Dealings in relevant Sky securities During the period between the start of the Offer Period and the disclosure date: (i) (ii) there were no dealings in relevant Sky securities by Amstrad; and there were no dealings in relevant Sky securities by the Amstrad Directors.
General As at the close of business on the disclosure date, save as disclosed in this paragraph 5: (i) neither Sky nor the Offeror had an interest in or right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, and nor had each of them dealt in any relevant Amstrad securities during the disclosure period; none of the Sky Directors or Offeror Directors had an interest in or a right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the disclosure period; no person acting in concert with Sky or the Offeror had an interest in or a right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the disclosure period; no person with whom Sky or the Offeror or any person acting in concert with Sky or the Offeror has any arrangement in relation to, had an interest in or a right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the disclosure period; none of the Amstrad Directors had an interest in or a right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the period between the start of the Offer Period and the disclosure date; no paragraph 1 associate of Amstrad had any interest in, or right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the period between the start of the Offer Period and the disclosure date; no pension fund of Amstrad or of a paragraph 1 associate of Amstrad had any interest in, or right to subscribe for, or had any short position in relation to, any relevant Amstrad securities, nor had any such person dealt in any relevant Amstrad securities during the period between the start of the Offer Period and the disclosure date; 80

23,026,313 100,000 69,000 10,000 1,000 3,074 10,000 9,500 6,131,597
Amshold Limited is a company controlled by Sir Alan Sugar. The additional 11,000 Amstrad Shares in which Martin Bland is interested (as shown in paragraph 5(a)(i) above) are held by his wife. The additional 8,150 Amstrad Shares in which John Beattie is interested (as shown in paragraph 5(a)(i) above) are held by his wife. Claude Littners Amstrad Shares are held jointly with his sister.
The Amstrad Directors have given irrevocable undertakings to accept the Offer in respect of their entire benecial holdings (including, in respect of Sir Alan Sugar, those Amstrad Shares held by Amshold Limited, a company controlled by Sir Alan) of Amstrad Shares as shown above. In respect of the undertakings given by Amshold Limited and the Amstrad Directors, these undertakings will cease to be binding only if the Offer lapses or is withdrawn and remain binding in the event that a third party makes a higher competing offer for Amstrad. 81
In respect of the undertaking from Herald Investment Management Limited, this undertaking will cease to be binding if the Offer lapses or is withdrawn or if a third party makes or announces an offer for Amstrad on terms which represent a value which is at least 10 per cent. higher than the value of the Offer. (b) In addition, Sky has received a non-binding letter of intent to accept the Offer from Schroder Investment Management Limited in respect of 7,945,613 Amstrad Shares. Material contracts of Amstrad Since 31 July 2005 (being the date two years before the commencement of the Offer Period), no member of the Amstrad Group has entered into any contract, otherwise than in the ordinary course of business, which is or may be material. 8. Service contracts and letters of appointment The following Amstrad Directors have entered into service contracts with Amstrad as follows:
Name Employer Expiry date Notice period Current annual salary
Amstrad* Amstrad Amstrad Amstrad Amstrad Amstrad Amstrad Amstrad

None None None None None 25.10.2007 25.10.2007 11.06.2008
12 months notice from either party 12 months notice from either party 12 months notice from either party 12 months notice from either party 12 months notice from either party n/a n/a n/a
420,000 188,925 144,800 175,500 130,540 32,000 32,000 32,000
* Sir Alan Sugars appointment as an Amstrad Director is through a management agreement between Amstrad and Amshold Limited (a company over which Sir Alan Sugar exercises control).
Executive Directors Sir Alan Sugar Sir Alan Sugars appointment as an Amstrad Director is through a management agreement between (1) Amstrad and (2) Amshold Limited dated 3 November 1997 (as amended on 1 July 1998), the latter being a company over which Sir Alan Sugar exercises control. Under the management agreement, Amshold Limited provides the services of Sir Alan Sugar as Chairman of Amstrad and two assistants to Sir Alan Sugar. Since 1 July 2007, the management fee for provision of these services has been 420,000. Such management fee is reviewed on an annual basis and, for the year ended 30 June 2007, was 403,625. In addition to the management fee, Amstrad is obliged to reimburse Sir Alan Sugar for all reasonable expenses other than road travel costs. The management agreement can be terminated by either Amstrad or Amshold Limited on 12 months notice. On termination by the Company, for reasons other than a serious breach of the agreement, Amstrad will make a payment to Amshold Limited not exceeding the service fee for the period of notice. Sir Alan Sugar is restricted from being involved with any competing business (other than certain named companies in which he held interests and/or was a director prior to entering into the management agreement) for the duration of the management agreement and, for a period of twelve months thereafter, must not solicit suppliers or employees of the Amstrad Group. Simon Sugar An agreement between (1) Amstrad and (2) Simon Sugar, employing him as Commercial Director, was entered into on 1 July 1998. Mr. Sugars current salary is 188,925. His salary is reviewed on an annual 82
basis and for the year ended 30 June 2007 was 181,660. In addition to his base salary, Mr. Sugar is entitled to life assurance of four times his annual salary, private health insurance for himself, his wife and any dependent children, an allowance in lieu of a company car, reimbursement of expenses incurred in the performance of his duties and a discretionary performance related bonus. Amstrad is not obliged to pay or provide any pension to Mr. Sugar other than the statutory obligation to provide access to a stakeholder pension. Should either party serve notice to terminate the agreement, Amstrad is not obliged to provide work for Mr. Sugar during the notice period. However, if Mr. Sugar works during the notice period and is not in breach of the agreement he will be entitled to any bonus earned by him during the year ending during the notice period. Save with the written consent of the Amstrad Board, Mr. Sugar is restricted from being involved in any competing business except for holding of investment interests of up to 3 per cent. of any class of securities quoted on a recognised stock exchange for the period of his employment (including any notice period). For a period of 12 months after the date of termination, Mr Sugar is restricted from carrying on or being interested in a competing business and soliciting any executive, managerial, technical or sales staff, suppliers or clients of any member of the Amstrad Group. This restriction however only applies to the periods for which Mr Sugar has received remuneration (or other compensation in lieu of remuneration) provided that Mr Sugar is not in breach of his service agreement. Martin Bland An agreement between (1) Amstrad and (2) Martin Bland, employing him as Finance Director, was entered into on 11 August 1997. Mr. Bland was subsequently also appointed as Company Secretary in October 1998. Mr. Blands current salary is 144,800. His salary is reviewed on an annual basis and for the year ended 30 June 2007 was 139,265. In addition to his base salary, Mr. Bland is entitled to life assurance of four times his annual salary, private health insurance for himself, his wife and any dependent children, an allowance in lieu of a company car, reimbursement of expenses incurred in the performance of his duties and a discretionary performance related bonus. Amstrad is not obliged to pay or provide any pension to Mr. Bland other than the statutory obligation to provide access to a stakeholder pension. The provisions on payment of bonus on termination and restrictions on involvement in a competing business are the same as those set out above for Simon Sugar. Ian Saward An agreement between (1) Amstrad and (2) Ian Saward, employing him as Technical Director was entered into on 1 July 1998. Mr. Saward is currently employed as Engineering Director. Mr. Sawards current salary is 175,500. His salary is reviewed on an annual basis and for the year ended 30 June 2007 was 168,745. In addition to his base salary, Mr. Saward is entitled to life assurance of four times his annual salary, private health insurance for himself, his wife and any dependent children, an allowance in lieu of a company car, reimbursement of expenses incurred in the performance of his duties and a discretionary performance related bonus. Amstrad is not obliged to pay or provide any pension to Mr. Saward other than the statutory obligation to provide access to a stakeholder pension. Should either party serve notice to terminate the agreement, Amstrad is not obliged to provide work for Mr. Saward during the notice period. However, if Mr. Saward works during the notice period and is not in breach of the agreement, he will be entitled to any bonus earned by him during the year ending during the notice period. Save with the written consent of the Amstrad Board, Mr. Saward is restricted from being involved in any competing business except for holding of investment interests of up to 3 per cent. of any class of securities quoted on a recognised stock exchange for the period of his employment (including any notice period). John Beattie An agreement between (1) Amstrad and (2) John Beattie, employing him as Production Director, was entered into on 23 December 2003. Mr. Beatties current salary is 130,540. His salary is reviewed on an annual basis and for the year ended 30 June 2007 was 125,520. In addition to his base salary, Mr. Beattie is entitled to life assurance of four times his annual salary, private health insurance for himself, his wife and any dependent children, an allowance in lieu of a company car, reimbursement of expenses incurred in the performance of his duties and a discretionary performance related bonus. Amstrad is not obliged to pay or provide any pension to Mr. Beattie other than the statutory obligation to provide access to a stakeholder pension. 83

The provisions on payment of bonus on termination and restrictions on involvement in a competing business are the same as those set out above for Ian Saward. Non-Executive Directors Jeoff Samson, Margaret Mountford and Claude Littner Jeoff Samsons and Margaret Mountfords initial letters of appointment as Amstrad Directors are dated 10 December 1997 and 8 September 1999 respectively, with such appointments having been extended on an annual basis thereafter. The most recent extensions are both dated 6 October 2006 for terms ending on 25 October 2007. Claude Littner was appointed as an Amstrad Director on 12 June 2007 for a one year term ending on 11 June 2008. His letter of appointment is dated 13 June 2007. The fee for each of the non-executive directors is 32,000 per year, payable monthly in arrears, for provision of the usual services as a non-executive director, including service on committees of the Board. There are no provisions for early termination of the appointment, either by Amstrad or the non-executive director. Taking into account potential bonus payments, the aggregate annual remuneration payable to the Amstrad Directors referred to above is currently up to 1.39 million. Save as disclosed above, there are no service contracts between any Amstrad Director and any member of the Amstrad Group and no such contract has been entered into or amended within the six months preceding the date of this document. 9. (a) (b) (c) Bases of calculations and sources of information The value attributed to the existing issued share capital of Amstrad is based upon the 83,315,826 Amstrad Shares in issue on 30 July 2007 (being the latest practicable date prior to the posting of this document). Amstrad Share prices have been derived from the Daily Ofcial List and represent closing middle market prices on the relevant date. References to a percentage of Amstrad Shares are based on the number of Amstrad Shares in issue as set out in (a) above. Other information Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Sky or any party acting in concert with Sky and any of the directors, recent directors, shareholders or recent shareholders of Amstrad having any connection with or dependence upon the Offer. Sky Digital Supplies will nance the Offer from the Sky Groups existing cash resources. Sky Digital Supplies does not intend that the payment of interest on, the repayment of or the security for, any liability (contingent or otherwise) will depend to any signicant extent on the business of Amstrad. Merrill Lynch is satised that resources are available to Sky Digital Supplies which are sufcient to satisfy full acceptance of the Offer. Full acceptance of the Offer, based on 83,315,826 Amstrad Shares in issue at the date of this document and a further 278,833 Amstrad Shares being issued, assuming the exercise of all outstanding options under the Amstrad Share Option Scheme which have an exercise price at or below the Offer price of 150 pence for each Amstrad Share, would involve a maximum cash payment of approximately 125.4 million. No agreement, arrangement or understanding exists whereby any Amstrad Shares acquired in pursuance of the Offer will be transferred to any other person, save that Sky Digital Supplies reserves the right to transfer any Amstrad Shares to any member of the Sky Group. Merrill Lynch has given and not withdrawn its written consent to the issue of this document with the inclusion of the references to its valuation of the Loan Notes and to its name in the form and context in which they appear. Rothschild has given and not withdrawn its written consent to the issue of this document with the inclusion of its report as set out in Part 4 of Appendix III to this document and the references to its name in the form and context in which they appear. 84

 

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