NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
Regulatory News:
Eutelsat S.A. (Paris:ETL) (LSE:ETL) (the “Company”)
announced today the success of its offering (the “Offering”)
of €600 million in aggregate principal amount of senior notes due
2029 (the “New Notes”).
The New Notes will bear interest at an annual rate of 9.750% and
will be issued at a price of 100% of their par value.
The Company intends to use the gross proceeds from the Offering,
together with cash on hand, to (i) fund the repurchase of its €800
million 2.00% bonds due 2025 (ISIN: FR0013369493) (the “Existing
Notes”) in its previously announced tender offer (the
“Tender Offer”, and together with the Offering, the
“Transactions”) (ii) redeem the remaining Existing Notes at
their principal amount on the maturity date of the Existing Notes
and (iii) pay the fees and expenses in connection with the
Transactions.
The issuance of the New Notes and the settlement of the Tender
Offer are expected to take place on April 8, 2024, subject to
customary conditions.
Important notice
This press release constitutes a public disclosure of inside
information under Regulation (EU) 596/2014 (16 April 2014) and
Implementing Regulation (EU) No 2016/1055 (10 June 2016).
The New Notes will be offered to only to non-U.S. persons in
offshore transactions outside the United States pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended (the
“Securities Act”) and in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act, subject to prevailing market and other conditions. The Tender
Offer is being made only to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act. There is
no assurance that the Transactions will be completed or, if
completed, as to the terms on which it is completed. The New Notes
have not been registered under the Securities Act or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or unless pursuant to an
applicable exemption from the registration requirements of the
Securities Act and any other applicable securities laws. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
(“EEA”). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended, the “Prospectus
Regulation”).
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor (as defined above) in the United
Kingdom. The expression “retail investor” in relation to the United
Kingdom means a person who is one (or more) of the following: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 and any rules or regulations made
thereunder to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA.
This announcement does not constitute and shall not, in any
circumstances, constitute a public offering nor an invitation to
the public in connection with any offer within the meaning of the
Prospectus Regulation or otherwise. The offer and sale of the New
Notes will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus for offers
of securities.
In the United Kingdom, this announcement is directed only at (i)
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
“Order”), or (ii) high net worth entities falling within
Article 49(2)(a) to(d) of the Order, or (iii) persons to whom it
would otherwise be lawful to distribute them, all such persons
together being referred to as “Relevant Persons.” The New Notes are
only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such New Notes will be
engaged in only with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID – Manufacturer
target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been
prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID –
Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of the Company’s website nor any website
accessible by hyperlinks on the Company’s website is incorporated
in, or forms part of, this announcement. The distribution of this
announcement into certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Forward-looking statements
This press release may include forward-looking statements. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms “believes”,
‟estimates”, ‟anticipates”, “expects”, “intends”, “may”, “will” or
“should” or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts and include statements
regarding the Company’s or its affiliates’ intentions, beliefs or
current expectations concerning, among other things, the Company’s
or its affiliates’ results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in
which they operate. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward-looking statements are not
guarantees of future performance and that the Company’s or its
affiliates’ actual results of operations, financial condition and
liquidity, and the development of the industries in which they
operate may differ materially from those made in or suggested by
the forward-looking statements contained in this press release. In
addition, even if the Company’s or its affiliates’ results of
operations, financial condition and liquidity, and the development
of the industries in which they operate are consistent with the
forward-looking statements contained in this press release, those
results or developments may not be indicative of results or
developments in subsequent periods.
The forward-looking statements and information contained in this
announcement are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240327197987/en/
Eutelsat S.A.
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