TIDMISAT
RNS Number : 6967V
Inmarsat PLC
04 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
4 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
Scheme of Arrangement becomes Effective
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").
On 3 December 2019, Inmarsat and Bidco announced that the Court
had sanctioned the Scheme.
Inmarsat and Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become Effective in accordance with its terms
and the entire issued and to be issued share capital of Inmarsat is
now owned by Bidco.
Consideration due to Scheme Shareholders
Settlement of the consideration to which any Scheme Shareholder
is entitled will be effected by way of the despatch of cheques or
the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in certificated and in uncertificated form
respectively). The latest date for the despatch of cheques to
Scheme Shareholders and settlement through CREST is 18 December
2019, being 14 days after today, as set out in the Scheme
Document.
Inmarsat Shareholders who have made a valid Currency Election
will receive their Cash Consideration in Sterling at the Average
Market Exchange Rate obtained by Bidco through one or more market
transactions over the coming one or more Business Days. It is
expected that Bidco will issue an announcement setting out the
Average Market Exchange Rate once such market transactions have
taken place. Inmarsat Shareholders who have not made a valid
Currency Election will receive their Cash Consideration under the
Scheme in US dollars.
Delisting and cancellation of trading of Inmarsat Shares
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 are each expected to take place
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.
Enquiries:
Inmarsat
Alison Horrocks +44 20 7728 1626
Jon Sinnatt +44 20 7728 1935
Rob Gurner +44 20 7728 1518
Rob Walker (Headland) +44 20 3805 4805
Stephen Malthouse (Headland) +44 20 3805 4844
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
Andrew Kenny +44 20 7872 6371
James Madsen
Matthew Goodman +44 20 7952 2000
Todd Fogarty +1 212 521 4854
Warburg Pincus
Julie Foster +44 20 7306 3816
Paul Durman +44 20 7186 8890
Canada Pension Plan Investment
Board
Steve McCool +44 203 947 3002
Darryl Konynenbelt +1 416 972 8389
Ontario Teachers' Pension Plan
Board +1 (416) 730-7207
Lori McLeod
Neil Maitland +44 203 7551 674
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") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority ("PRA") and
subject to regulation by the Financial Conduct Authority and
limited regulation by the PRA in the United Kingdom. UBS 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 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
SOACKQDBQBDDKBK
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December 04, 2019 09:30 ET (14:30 GMT)
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