TIDMISAT
RNS Number : 5527V
Inmarsat PLC
03 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
3 December 2019
Recommended cash acquisition of
Inmarsat plc
by
Connect Bidco Limited
a newly incorporated entity owned by a consortium of (i) funds
advised by Apax; (ii) funds advised by Warburg Pincus or its
affiliates; (iii) Canada Pension Plan Investment Board; and (iv)
Ontario Teachers' Pension Plan Board
Court Sanction of Scheme of Arrangement
On 25 March 2019, the boards of Inmarsat plc ("Inmarsat") and
Connect Bidco Limited ("Bidco") announced that they had reached an
agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued share capital of Inmarsat (the
"Acquisition"). The Acquisition is being effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") and is subject to the terms and conditions set out in the
scheme document dated 18 April 2019 (the "Scheme Document").
Inmarsat and Bidco are pleased to announce that the Court has
today sanctioned the Scheme.
The Scheme remains conditional upon the delivery of a copy of
the Court Order to the Registrar of Companies, which is expected to
take place tomorrow. Inmarsat will make a further announcement once
the Scheme has become Effective. An updated timetable of principal
events is set out at the end of this announcement.
Delisting and Currency Election Deadline
The last day for dealings in, and for registration of transfers
of Inmarsat Shares is today. The Scheme Record Time and deadline
for making a Currency Election is 6.00 p.m. (London time) today.
For further information on making a Currency Election, please see
Part 7 of the Scheme Document.
Applications have been made for the de-listing of Inmarsat
Shares from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission
to trading of Inmarsat Shares on the London Stock Exchange's main
market for listed securities, which, subject to the Scheme becoming
Effective, will take effect at 8.00 a.m. (London time) on 5
December 2019.
Full details of the Acquisition are set out in the Scheme
Document. Capitalised terms used but not defined in this
announcement have the meanings given to them in the Scheme Document
dated 18 April 2019.
Updated Timetable of Principal Events
If any further changes to the below timetable are required, an
updated timetable will be announced by Inmarsat through a
Regulatory Information Service in due course.
Event Expected time/date
Last day of dealings in, and for 3 December 2019
registration of transfers of, and
disablement in CREST of, Inmarsat
Shares
Latest time for receipt of the green 6.00 p.m. on 3 December
Form of Election or TTE Instructions 2019
and disablement of Inmarsat Shares
in CREST
Scheme Record Time 6.00 p.m. on 3 December
2019
Suspension of trading in Inmarsat Around 7.30 a.m. on 4 December
Shares 2019
Effective Date of the Scheme 4 December 2019
Delisting of Inmarsat Shares By 8.00 a.m. on 5 December
2019
Latest date for despatch of US dollar 18 December 2019
or Sterling cheques in respect of
Cash Consideration and for settlement
of Cash Consideration through CREST
in US dollar or Sterling or other
form of payment
Enquiries:
Inmarsat
Alison Horrocks
Jon Sinnatt +44 20 7728 1626
Rob Gurner +44 20 7728 1935
Stephen Malthouse / Rob Walker +44 20 7728 1518
(Headland) +44 20 3805 4822
J.P. Morgan Cazenove (Financial
Adviser to Inmarsat)
Hugo Baring
Charles Harman
Jonty Edwards
James Summer +44 20 7742 4000
PJT Partners (Financial Adviser
to Inmarsat)
Simon Lyons
Scott Matlock
Jim Murray +44 20 3650 1100 / +1 212
Jonathan Hall 364 7800
Credit Suisse (Financial Adviser
to Inmarsat)
Cathal Deasy
Eric Federman
Antonia Rowan
Ben Deary +44 20 7888 8888
Apax
Global Media:
Andrew Kenny +44 20 7872 6371
UK Media:
Andrew Dowler
Matthew Goodman
James Madsen +44 20 7952 2000
USA Media:
Todd Fogarty +1 212 521 4854
Warburg Pincus
Global Media:
Julie Foster +44 20 7306 3816
UK Media:
Tim Burt +44 20 3757 9256
Paul Durman +44 20 7186 8890
Canada Pension Plan Investment
Board
Steve McCool
Global Corporate Communications +44 203 947 3002
Darryl Konynenbelt
Director, Global Media Relations +1 416 972 8389
Ontario Teachers' Pension Plan
Board
Lori McLeod +1 (416) 730-7207
Investment Communications
Matthew Thomlinson +44 203 7551 624
UBS Investment Bank (Lead Financial
Adviser to Bidco and the Consortium)
Christian Lesueur
Jonathan Rowley
Jonathan Retter +44 207 567 8000
Merrill Lynch International (Financial
Adviser to Bidco and the Consortium)
Emmanuel Hibou
Geoffrey Iles +44 20 7628 1000
Barclays (Financial Adviser to
Bidco and the Consortium)
Osvaldo Ramos
Gaurav Gooptu +44 20 7623 2323
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, subscribe
for, otherwise acquire, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or a prospectus equivalent document.
The Acquisition is made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy, contains
the full terms and conditions of the Scheme.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws and regulations of jurisdictions outside the United
Kingdom.
The Acquisition is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange ("LSE") and the
Financial Conduct Authority ("FCA").
Important notices about financial advisers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Inmarsat and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Inmarsat for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to herein.
PJT Partners (UK) Limited ("PJT Partners") which is authorised
and regulated by the FCA in the United Kingdom is acting
exclusively for Inmarsat and no one else in connection with the
matters described herein and will not be responsible to anyone
other than Inmarsat for providing the protections afforded to
clients of PJT Partners or for providing advice in connection with
the matters described herein. Neither PJT Partners nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of PJT Partners in connection with this
announcement, any statement contained herein or otherwise.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Inmarsat and no one else in connection with the matters set out in
this announcement and will not be responsible to any person other
than Inmarsat for providing the protections afforded to clients of
Credit Suisse, nor for providing advice in relation to the content
of this announcement or any matter referred to herein. Neither
Credit Suisse nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Credit
Suisse in connection with this announcement, any statement
contained herein or otherwise.
UBS AG London Branch ("UBS") which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the FCA
and the PRA in the UK is acting as financial adviser to Bidco and
the Consortium and no one else in connection with the matters set
out in this announcement. In connection with such matters, UBS, its
affiliates, and its or their respective directors, officers,
employees and agents will not regard any person other than Bidco
and the Consortium as their client, nor will they be responsible to
any other person for providing the protections afforded to their
clients or for providing advice in relation to the contents of this
announcement or any other matter referred to herein.
Merrill Lynch International, a subsidiary of Bank of America
Corporation ("Merrill Lynch"), is acting exclusively for Bidco and
the Consortium in connection with the matters referred to in this
announcement and for no one else and will not be responsible to
anyone other than Bidco and the Consortium for providing the
protections afforded to its clients or for providing advice in
relation to the matters described in this announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively for
Bidco and the Consortium and no one else in connection with the
matters referred to in this announcement and will not be
responsible to anyone other than Bidco and the Consortium for
providing the protections afforded to clients of Barclays nor for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement.
Publication on website
A copy of this announcement will be available on Inmarsat's
website at https://investors.inmarsat.com/ and Bidco's website at
http://inmarsatbidcoinfo.com by no later than 12 noon (London time)
on 4 December 2019 (being the first Business Day following the date
of this announcement).
Neither the contents of Inmarsat's website nor Bidco's website
are incorporated into and or form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAUOVVRKWAURAA
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