TIDMISAT
RNS Number : 8094T
Apax Partners LLP
25 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
25 March 2019
Recommended cash offer
by
Triton Bidco
a newly incorporated entity owned by a consortium of (i) funds
advised by Apax; (ii) funds advised by Warburg Pincus or its
affiliates; (iii) CPPIB; and (iv) OTPP
for
Inmarsat
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- Further to the announcement on 19 March 2019 regarding the
proposal received by the board of Inmarsat, the boards of Inmarsat
and Triton Bidco, are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by Triton Bidco
to acquire the entire issued and to be issued share capital of
Inmarsat (the "Acquisition").
-- Triton Bidco is a newly formed joint venture company owned in
equal shares by (i) funds advised by Apax (the "Apax Funds"); (ii)
funds advised by Warburg Pincus or its affiliates (the "Warburg
Pincus Funds"); (iii) Canada Pension Plan Investment Board
("CPPIB"); and (iv) Ontario Teachers' Pension Plan Board ("OTPP",
and together with the Apax Funds and the Warburg Pincus Funds and
CPPIB, the "Consortium").
-- Under the terms of the Acquisition, Inmarsat Shareholders who
are entitled to receive the Final Dividend (as defined below) will
receive:
$7.21 in cash per Inmarsat Share (the "Cash Value"),
comprising a cash consideration of $7.09 (the "Cash
Consideration") for each Inmarsat Share plus the previously
announced final dividend of $0.12 per Inmarsat Share to be paid on
30 May 2019 to Inmarsat Shareholders on the register as at the
close of business on 23 April 2019 (the "Final Dividend"). Inmarsat
Shareholders who are not entitled to receive the Final Dividend
shall receive the Cash Consideration under the Acquisition in
respect of their Inmarsat Shares.
-- The Cash Value values the entire issued and to be issued
ordinary share capital of Inmarsat at approximately $3.4 billion,
which is equivalent to GBP2.6 billion based on the Announcement
Exchange Rate.
-- The Sterling equivalent value of the Cash Value, being 546
pence per Inmarsat Share based on the Announcement Exchange Rate,
represents an illustrative premium of:
-- 46 per cent. to the Closing Price of 375 pence per Inmarsat
Share on 30 January 2019 (being the Business Day prior to the
Consortium submitting its non-binding proposal to Inmarsat);
-- 45 per cent. to the Closing Price of 377 pence per Inmarsat
Share on 27 February 2019 (being the Business Day prior to press
speculation on 28 February 2019 relating to a potential offer for
Inmarsat);
-- 27 per cent. to the Closing Price of 431 pence per Inmarsat
Share on 18 March 2019 (being the Business Day before the
commencement of the Offer Period); and
-- 35 per cent. to the volume-weighted average price of 404
pence per Inmarsat Share for the 3-month period ended 18 March 2019
(being the Business Day before the commencement of the Offer
Period).
-- The Cash Consideration payable under the Acquisition is
expressed in US$. The US$ denominated Cash Consideration more
closely reflects the underlying characteristics of Inmarsat's
business activities, which are largely denominated in US$.
-- Triton Bidco will procure that a facility will be made
available under which Inmarsat Shareholders will be able to elect
(subject to the terms and conditions of the facility) to receive
the Cash Consideration in Sterling (after deduction of any
transaction or dealing costs associated with the conversion) at the
applicable market exchange rate on the latest practicable date for
fixing such rate prior to the relevant payment date. Further
details of this facility and the election by Inmarsat Shareholders
wishing to receive their Cash Consideration in Sterling will be set
out in the Scheme Document and the Form of Election. On the basis
of the Announcement Exchange Rate, the Cash Consideration implies
an equivalent value of 537 pence per Inmarsat Share. For any
Inmarsat Shareholder electing to be paid their Cash Consideration
in Sterling, the amount per Inmarsat Share received may, depending
on the prevailing exchange rate, result in a payment below or above
537 pence per Inmarsat Share.
-- If Inmarsat announces, authorises, declares, makes or pays
any dividend and/or other distribution and/or other return of
capital to Inmarsat Shareholders on or after the date of this
Announcement (other than the Final Dividend), Triton Bidco reserves
the right to reduce the Cash Consideration by an amount equal to
the aggregate amount of such dividend and/or other distribution
and/or other return of capital as further described in paragraph 15
of this Announcement.
Background to and reasons for the Acquisition
-- Triton Bidco believes that the satellite sector is
attractive, with unique characteristics, including long lead times
and the need for deep technical expertise, while operators in the
sector require strategic management and a long investment horizon.
Triton Bidco believes that integrated satellite operators with
scale like Inmarsat are well positioned as network provision
becomes more complex.
-- While Inmarsat's end markets, notably maritime and
government, are competitive, Triton Bidco believes Inmarsat is well
positioned for growth based on its unique global infrastructure,
leading technological and capacity roadmap and strong spectrum
holdings. In particular, Triton Bidco believes that Inmarsat's
business model is characterised by predictable revenues from a
range of long-term contracts with governments and other financially
secure customers. Triton Bidco also sees considerable potential for
Inmarsat's in-flight connectivity business in commercial aviation
and in seeking to maximise global IoT opportunities. Triton Bidco
recognises Inmarsat is going through a multi-year investment cycle
to capitalise on its growth opportunities, with utilisation and
returns difficult to predict.
-- However, Triton Bidco intends to leverage the experience of
its shareholders as investors in the satellite sector and broader
telecommunications space to assist Inmarsat during this critical
phase in its business development. This will allow Inmarsat to
focus on the effective management of its business and delivering on
its potential during its current investment phase.
-- Triton Bidco also intends to:
-- ensure that Inmarsat will comply in full with the obligations
under the Public Services Agreement with IMSO in respect of the
provision of the Global Maritime Distress and Safety System;
-- maintain Inmarsat's headquarters in the UK; and
-- maintain a level of expenditure on R&D consistent with
Inmarsat's past practice, in recognition of the importance of
R&D to Inmarsat's ability to continue to develop reliable and
high quality services for its customers and end users.
Recommendation
-- The Inmarsat Directors, who have been so advised by J.P.
Morgan Cazenove, PJT Partners and Credit Suisse as to the financial
terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their financial advice to the
Inmarsat Directors, J.P. Morgan Cazenove, PJT Partners and Credit
Suisse have taken into account the commercial assessments of the
Inmarsat Directors. PJT Partners is providing independent financial
advice to the Inmarsat Directors for the purposes of Rule 3 of the
Code.
-- Accordingly, the Inmarsat Directors intend to unanimously
recommend that Scheme Shareholders vote or procure votes in favour
of the Scheme at the Court Meeting and the resolutions to be
proposed at the Inmarsat General Meeting as the Inmarsat Directors
who hold Inmarsat Shares have irrevocably undertaken to do in
respect of their own beneficial shareholdings in Inmarsat, and have
undertaken to procure in respect of the beneficial holdings of
their spouses, which amount in aggregate to 2,528,071 Inmarsat
Shares, representing approximately 0.5 per cent. of Inmarsat's
issued share capital at close of business on 22 March 2019 (being
the Business Day prior to the date of this Announcement).
Shareholder Support
-- Triton Bidco has received an irrevocable undertaking in
respect of 52,885,881 Inmarsat Shares to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the Inmarsat General Meeting from Lansdowne Partners representing,
in aggregate, approximately 11.4 per cent. of Inmarsat's issued
share capital at close of business on 22 March 2019 (being the
Business Day prior to the date of this Announcement).
Information on Triton Bidco and the Consortium
-- Triton Bidco is a newly incorporated company, formed on
behalf of, and which is owned by, the Consortium (as of the date of
this Announcement, each member of the Consortium indirectly owns 25
per cent. of Triton Bidco) for the purpose of implementing the
Acquisition. Each member of the Consortium has equal governance
rights in relation to Triton Bidco.
-- Apax is a leading global private equity advisory firm. Over
its more than 40-year history, Apax has raised and advised funds
with aggregate commitments of approximately $50 billion. The Apax
Funds invest in companies across four global sectors of Tech &
Telco, Services, Healthcare and Consumer. These funds provide
long-term equity financing to build and strengthen world-class
companies.
-- Warburg Pincus is a leading global private equity firm
focused on growth investing. The firm has more than $43 billion in
private equity assets under management. The firm's active portfolio
of more than 180 companies is highly diversified by stage, sector
and geography. Warburg Pincus is an experienced partner to
management teams seeking to build durable companies with
sustainable value. Founded in 1966, Warburg Pincus has raised 17
private equity funds, which have invested more than $73 billion in
over 855 companies in more than 40 countries.
-- CPPIB is a professional investment management organization
that invests the funds not needed by the Canada Pension Plan
("CPP") to pay current benefits in the best interests of 20 million
contributors and beneficiaries. In order to build a diversified
portfolio, CPPIB invests in public equities, private equities, real
estate, infrastructure and fixed income instruments. Headquartered
in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai,
New York City, São Paulo and Sydney, CPPIB is governed and managed
independently of the CPP and at arm's length from governments. At
31 December 2018, the CPP Fund totalled C$368.5 billion.
-- OTPP is Canada's largest single-profession pension plan, with
C$193.9 billion in net assets at 30 June 2018. It holds a diverse
global portfolio of assets, approximately 80 per cent. of which is
managed in-house, and has earned an average annualized rate of
return of 9.9 per cent. since the plan's founding in 1990, to 31
December 2017. OTPP is an independent organization headquartered in
Toronto. Its Asia-Pacific region office is located in Hong Kong and
its Europe, Middle East & Africa region office is in London.
The defined-benefit plan, which was fully funded as at 31 December
2017, invests and administers the pensions of the province of
Ontario's 323,000 active and retired teachers.
Timetable and Conditions
-- It is intended that the Acquisition will be implemented by
way of a scheme of arrangement under Part 26 of the Companies Act,
further details of which are contained in the full text of this
Announcement and will be set out in the Scheme Document. Triton
Bidco reserves the right to implement the Acquisition by way of a
Takeover Offer, subject to the Panel's consent and the terms of the
Co-operation Agreement.
-- Completion is subject to, inter alia, the receipt of the
relevant clearances from competition authorities in Austria, China,
Germany, Russia, the UK and the US, in addition to certain foreign
investment and other approvals including in Australia, Germany,
India, Italy, Russia and under the CFIUS regime in the US. There
will be other formal regulatory approval and notification
requirements in a number of jurisdictions, in respect of which
communications will be opened in due course. The Acquisition is
subject to other Conditions as are set out in Appendix 1 to this
Announcement, and to the full terms and Conditions which will be
set out in the Scheme Document. Subject to the satisfaction or
(where applicable) waiver of the Conditions, the Acquisition is
expected to become effective during the fourth quarter of 2019.
-- The Scheme Document will contain full details of the
Acquisition and notices of the Court Meeting and Inmarsat General
Meeting, and will specify the action to be taken by Inmarsat
Shareholders. It is expected that the Scheme Document will be
dispatched to Inmarsat Shareholders (together with the Forms of
Proxy) as soon as is reasonably practicable and in any event within
28 days of the date of this Announcement (unless the Panel consents
to a later date). The Court Meeting and the General Meeting are
expected to be held prior to 31 May 2019. Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
Inmarsat's website http://www.investors.inmarsat.com.
-- Commenting on the Acquisition, the principals of the
Consortium said: "As experienced and long-term investors in
telecommunications, the Consortium values and admires Inmarsat for
its proven expertise in maritime, aviation, defence and broadband
satellite communications, alongside its strong market positions and
potential for growth. Our planned ownership will enable this
innovative British company to fulfil its ambitions to become a
global leader in next-generation satellite communications,
including the fast-growing market for commercial aviation in-flight
connectivity. Following completion of the transaction, we intend to
maintain Inmarsat's UK headquarters, and to work with its highly
skilled workforce to realise the company's full potential."
-- Commenting on the Acquisition, Andrew Sukawaty, non-executive
Chairman of Inmarsat said: "Inmarsat is a business which continues
to grow as we invest in our infrastructure to support our
customers' requirements. Increasingly, these requirements are for
higher performance broadband connectivity. The expertise and skills
of our employees, together with continued investment in our
technology and infrastructure, are integral to delivering on our
growth potential. We are pleased that the Consortium recognises
this and that we are able to present this offer to
shareholders".
This summary should be read in conjunction with, and is subject
to, the full text of the following Announcement, including its
Appendices. The Acquisition is subject to, inter alia, the
satisfaction or waiver of the Conditions set out in Appendix 1 to
this Announcement. The Acquisition is also subject to the further
terms set out in Appendix 1 to this Announcement and to the full
terms and Conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources and bases of
certain information contained in this summary and the following
Announcement. Appendix 3 to this Announcement contains details of
the irrevocable undertakings received by Triton Bidco. Appendix 4
to this Announcement contains the definitions of certain terms used
in this summary and the following Announcement.
Enquiries:
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
CPPIB
Steve McCool
Global Corporate Communications
+44 203 947 3002
Darryl Konynenbelt
Director, Global Media Relations +1 416 972 8389
OTPP
Pav Jordan +1 (416) 228-6862
Investment Communications
Matthew Thomlinson +44 203 7551 624
UBS Investment Bank (Lead Financial
Adviser to Triton Bidco and
the Consortium)
Christian Lesueur
Jonathan Rowley
Christopher Smith +44 207 567 8000
Merrill Lynch International
(Financial Adviser to Triton
Bidco and the Consortium)
Emmanuel Hibou
Geoffrey Iles +44 20 7628 1000
Barclays (Financial Adviser
to Triton Bidco and the Consortium)
Osvaldo Ramos
Gaurav Gooptu +44 20 7623 2323
Inmarsat
Rob Gurner
Head of Investor Relations
(Investor and analyst enquiries)
Jonathan Sinnatt
Director of Corporate Communications
(Media enquiries)
Alison Stokes
Corporate Communications (Media
enquiries) +44 782 5189088
Headland (Inmarsat Corporate +44 788 9605272
PR Adviser) +44 771 3306417
Stephen Malthouse +44 7734 956201
Rob Walker +44 7791 958922
J.P. Morgan Cazenove (Financial
Adviser to Inmarsat)
Hugo Baring
Charles Harman
Adam Laursen
James Summer +44 20 7742 4000
PJT Partners (Financial Adviser
to Inmarsat)
Simon Lyons
Scott Matlock
Jim Murray +44 20 3650 1100 / +1 212 364
Jonathan Hall 7800
Credit Suisse (Financial Adviser
to Inmarsat)
Cathal Deasy
Eric Federman
Antonia Rowan
Ben Deary +44 20 7888 8888
Kirkland & Ellis International LLP is acting as legal
adviser to Triton Bidco. Freshfields Bruckhaus Deringer LLP is
acting as anti-trust legal adviser to Triton Bidco.
Clifford Chance LLP is acting as legal adviser to Inmarsat.
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 will be made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy, will
contain the full terms and conditions of the Scheme, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition by Inmarsat
Shareholders should be made only on the basis of the information
contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying
with English law and the 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 will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange ("LSE"), the
Financial Conduct Authority ("FCA") and the UK Listing
Authority.
Inmarsat will prepare the Scheme Document to be distributed to
the Inmarsat Shareholders. Inmarsat urges Inmarsat Shareholders to
read the Scheme Document carefully when it becomes available
because it will contain important information in relation to the
Acquisition. Any vote in respect of the resolutions to be proposed
at the Court Meeting or the Inmarsat General Meeting to approve the
Acquisition and related matters, should be made only on the basis
of the information contained in the Scheme Document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Inmarsat Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Inmarsat may be provided to
Triton Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Important notices about financial advisers
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 Triton
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 Triton 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 Triton
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 Triton 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
Triton 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 Triton 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.
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.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into, jurisdictions other than the United Kingdom or the United
States may be restricted by law and therefore persons into whose
possession this Announcement comes who are not resident in the
United Kingdom or the United States should inform themselves about,
and observe, any applicable restrictions. Inmarsat Shareholders who
are in any doubt regarding such matters should consult an
appropriate independent adviser in the relevant jurisdiction
without delay. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This Announcement has been prepared for the purposes of
complying with English law and the 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 of jurisdictions outside the United Kingdom.
Unless otherwise determined by Triton Bidco or required by the
Code, and permitted by applicable law and regulation, the offer to
acquire Inmarsat Shares pursuant to the Acquisition will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction, where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from Restricted Jurisdictions, where to do so
would violate the laws in those jurisdictions. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation) such Takeover Offer may
not be made available directly or indirectly, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction.
The availability of the offer to acquire Inmarsat Shares
pursuant to the Acquisition to Inmarsat Shareholders who are not
resident in and citizens of the UK or the United States may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or the United States should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions as failure to comply with such restrictions may
constitute a violation of security laws of any such jurisdiction.
To the fullest extent permitted by applicable law, the persons and
companies involved in the Acquisition disclaim any responsibility
for liability for the violation of such restrictions by any
person.
The Acquisition shall be subject to the application requirements
of the Code, the Panel, the LSE, the FCA and the UK Listing
Authority. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Notes to US investors in Inmarsat
Inmarsat Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the law of England and Wales. Neither
the proxy solicitation nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, (the "US Exchange
Act") will apply to the Scheme. Moreover the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement (including, without limitation, with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments), which differ from the
disclosure requirements of the US proxy solicitation rules and
tender offer rules. However, if Triton Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder and otherwise in
accordance with the requirements of the Code. Such a takeover
would be made in the United States by Triton Bidco and no one else.
In addition to any such Takeover Offer, Triton Bidco, certain
affiliated companies and the nominees or brokers (acting as agents)
may from time to time make certain purchases of, or arrangements to
purchase, shares in Inmarsat outside such Takeover Offer before or
during the period in which such Takeover Offer would remain open
for acceptance. Such purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated
prices. If such purchases or arrangements to purchase were to be
made they would be made outside the United States and would comply
with applicable law, including the US Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service of the UK Listing
Authority and will be available on the LSE website at
www.londonstockexchange.com.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Financial information included in this Announcement and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the UK and may not be comparable
to financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
Inmarsat and Triton Bidco are organised under the laws of
England and Wales and Guernsey respectively. All of the officers
and directors of Triton Bidco and the majority of officers and
directors of Inmarsat are residents of countries other than the
United States. It may not be possible to sue Inmarsat and/or Triton
Bidco in a non-US court for violations of US securities laws. It
may be difficult to compel Inmarsat, Triton Bidco and/or their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Inmarsat for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Inmarsat.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, each of UBS,
Merrill Lynch and Barclays and their respective affiliates will
continue to act as exempt principal trader in Inmarsat securities
on the LSE. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the LSE website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Forward-looking statements
This Announcement (including information incorporated by
reference in the Announcement), oral statements made regarding the
Acquisition, and other information published by Triton Bidco and
Inmarsat contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of
operations and business of Triton Bidco and Inmarsat. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by Inmarsat, and/or Triton Bidco,
in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given by Inmarsat and Triton
Bidco that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Inmarsat nor Triton Bidco assumes any
obligation and Inmarsat and Triton Bidco disclaim any intention or
obligation, to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law or regulation
(including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the FCA).
THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN
FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS,
AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL,
ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES,
FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING
STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH
FACTORS. NEITHER TRITON BIDCO NOR INMARSAT, NOR ANY OF THEIR
RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES
ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF
THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS
IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication of this Announcement
A copy of this Announcement will be available on Inmarsat's
website at http://www.investors.inmarsat.com and Triton Bidco's
website at http://inmarsatbidcoinfo.com/ by no later than 12 noon
(London time) on 26 March 2019 (being the first Business Day
following the date of this Announcement).
Neither the contents of Inmarsat's website nor Triton Bidco's
website are incorporated into and or form part of this
Announcement.
Inmarsat Shareholders who received this Announcement in
electronic form may request a hard copy of this Announcement by
contacting Inmarsat's Registrar, Equiniti Limited during business
hours on 0371 384 2739 (or +44 121 415 7047 if calling from outside
the UK) or at Equiniti, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA. If you have received this Announcement in
electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made. Inmarsat Shareholders
may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
25 March 2019
Recommended cash offer
by
Triton Bidco
a newly incorporated entity owned by a consortium of (i) funds
advised by Apax; (ii) funds advised by Warburg Pincus or its
affiliates; (iii) CPPIB; and (iv) OTPP
for
Inmarsat
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
Further to the announcement on 19 March 2019 regarding the
proposal received by the board of Inmarsat, the boards of Inmarsat
and Triton Bidco, are pleased to announce that they have reached
agreement on the terms of a recommended cash offer by Triton Bidco
to acquire the entire issued and to be issued share capital of
Inmarsat (the "Acquisition").
Triton Bidco is a newly formed joint venture company owned in
equal shares by (i) funds advised by Apax (the "Apax Funds"); (ii)
funds advised by Warburg Pincus or its affiliates (the "Warburg
Pincus Funds"); (iii) Canada Pension Plan Investment Board
("CPPIB"); and (iv) Ontario Teachers' Pension Plan Board ("OTPP",
and together with the Apax Funds, the Warburg Pincus Funds and
CPPIB, the "Consortium").
It is intended that the Acquisition will be effected by means of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. Triton Bidco reserves the right to elect, with the
consent of the Panel (and subject to the terms of the Co-operation
Agreement), to implement the Acquisition by way of a Takeover Offer
for the entire issued and to be issued ordinary share capital of
Inmarsat.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement, and subject to the terms and Conditions which will be
set out in the Scheme Document, Inmarsat Shareholders who are
entitled to receive the Final Dividend (as defined below) will be
entitled to receive:
$7.21 in cash per Inmarsat Share (the "Cash Value"),
comprising a cash consideration of $7.09 (the "Cash
Consideration") for each Inmarsat Share plus the previously
announced final dividend of $0.12 per Inmarsat Share to be paid on
30 May 2019 to Inmarsat Shareholders on the register as at the
close of business on 23 April 2019 (the "Final Dividend"). Inmarsat
Shareholders who are not entitled to receive the Final Dividend
shall receive the Cash Consideration under the Acquisition in
respect of their Inmarsat Shares.
The Cash Value values the entire issued and to be issued
ordinary share capital of Inmarsat at approximately $3.4 billion,
which is equivalent to GBP2.6 billion based on the Announcement
Exchange Rate.
The Sterling equivalent value of the Cash Value, being of 546
pence per Inmarsat Share based on the Announcement Exchange Rate,
represents an illustrative premium of:
-- 46 per cent. to the Closing Price of 375 pence per Inmarsat
Share on 30 January 2019 (being the Business Day prior to the
Consortium submitting its non-binding proposal to Inmarsat);
-- 45 per cent. to the Closing Price of 377 pence per Inmarsat
Share on 27 February 2019 (being the Business Day prior to press
speculation on 28 February relating to a potential offer for
Inmarsat);
-- 27 per cent. to the Closing Price of 431 pence per Inmarsat
Share on 18 March 2019 (being the Business Day before the
commencement of the Offer Period); and
-- 35 per cent. to the volume-weighted average price of 404
pence per Inmarsat Share for the three-month period ended 18 March
2019 (being the Business Day before the commencement of the Offer
Period).
Triton Bidco will procure that a facility will be made available
under which Inmarsat Shareholders will be able to elect (subject to
the terms and conditions of the facility) to receive the Cash
Consideration in Sterling (after deduction of any transaction or
dealing costs associated with the conversion) at the applicable
market exchange rate on the latest practicable date for fixing such
rate prior to the relevant payment date. Further details of this
facility and the election by Inmarsat Shareholders wishing to
receive their Cash Consideration in Sterling will be set out in the
Scheme Document and the Form of Election. On the basis of the
Announcement Exchange Rate, the Cash Consideration implies an
equivalent value of 537 pence per Inmarsat Share. For any Inmarsat
Shareholder electing to be paid their Cash Consideration in
Sterling, the amount per Inmarsat Share received may, depending on
the prevailing exchange rate, result in a payment below or above
537 pence per Inmarsat Share.
In accordance with the terms of the Inmarsat Scrip Dividend
Scheme, a committee of the Inmarsat Board has resolved that the
Inmarsat Scrip Dividend shall be suspended indefinitely and with
effect from the date of this Announcement, including in relation to
the Final Dividend. Formal written notice of the suspension, as
required by the Inmarsat Scrip Dividend Scheme, will be sent to
Inmarsat Shareholders in due course. Accordingly, any Inmarsat
Shareholders who had elected to participate in the Inmarsat Scrip
Dividend Scheme shall receive cash rather than Inmarsat Shares in
respect of the Final Dividend and any other dividends.
If Inmarsat announces, authorises, declares, makes or pays any
dividend and/or other distribution and/or other return of capital
to Inmarsat Shareholders on or after the date of this Announcement
(other than the Final Dividend), Triton Bidco reserves the right to
reduce the Cash Consideration by an amount equal to the aggregate
amount of such dividend and/or other distribution and/or other
return of capital as further described in paragraph 15 below.
It is intended that the Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement of Inmarsat under Part
26 of the Companies Act, further details of which are contained in
paragraph 13 below. The Scheme Document will be posted to Inmarsat
Shareholders as soon as reasonably practicable and in any event
within 28 days of this Announcement (unless the Panel consents to a
later date). The Court Meeting and General Meeting are expected to
be held prior to 31 May 2019.
3. Background to and reasons for the Acquisition
Triton Bidco believes that the satellite sector is attractive,
with unique characteristics, including long lead times and the need
for deep technical expertise, while operators in the sector require
strategic management and a long investment horizon. Triton Bidco
believes that integrated satellite operators with scale like
Inmarsat are well positioned as network provision becomes more
complex.
While Inmarsat's end markets, notably maritime and government,
are competitive, Triton Bidco believes Inmarsat is well positioned
for growth based on its unique global infrastructure, leading
technological and capacity roadmap and strong spectrum holdings. In
particular, Triton Bidco believes that Inmarsat's business model is
characterised by predictable revenues from a range of long-term
contracts with governments and other financially secure customers.
Triton Bidco also sees considerable potential for Inmarsat's
in-flight connectivity business in commercial aviation and in
seeking to maximise global IoT opportunities.
However, Triton Bidco recognises Inmarsat is going through a
multi-year investment cycle to capitalise on its growth
opportunities, with utilisation and returns difficult to predict.
However, Triton Bidco intends to leverage the experience of its
shareholders as investors in the satellite sector and broader
telecommunications space to assist Inmarsat during this critical
phase in its business development. This will allow Inmarsat to
focus on the effective management of its business and delivering on
its potential during its current investment phase.
4. Recommendation
The Inmarsat Directors, who have been so advised by J.P. Morgan
Cazenove, PJT Partners and Credit Suisse as to the financial terms
of the Acquisition, consider the terms of the Acquisition to be
fair and reasonable. In providing their financial advice to the
Inmarsat Directors, J.P. Morgan Cazenove, PJT Partners and Credit
Suisse have taken into account the commercial assessments of the
Inmarsat Directors. PJT Partners is providing independent financial
advice to the Inmarsat Directors for the purposes of Rule 3 of the
Code.
Accordingly, the Inmarsat Directors intend to unanimously
recommend that Inmarsat Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the resolutions to be
proposed at the Inmarsat General Meeting as the Inmarsat Directors
who hold Inmarsat Shares have irrevocably undertaken to do in
respect of their own beneficial shareholdings in Inmarsat, and have
undertaken to procure in respect of the beneficial holdings of
their spouses, which amount in aggregate to 2,528,071 Inmarsat
Shares, representing approximately 0.5 per cent. of Inmarsat's
issued share capital at close of business on 22 March 2019 (being
the Business Day prior to the date of this Announcement). Further
details of the irrevocable undertakings are set out in Appendix 3
to this Announcement.
5. Background to and reasons for the Inmarsat Recommendation
Inmarsat is a world leading provider of global mobile satellite
communications with a first class reputation for connectivity
services and value-added solutions. The Inmarsat Board is confident
in the long-term prospects of the business. In particular, the
Inmarsat Board believes that Inmarsat's existing strategy,
including its seeking a strong position in the growing market for
commercial airline cabin connectivity, should continue to generate
attractive returns on investment for Inmarsat Shareholders.
However, the investments are expected to generate these returns
over a lengthy period and to involve negative cash flows in their
early years, including expenditures on next generation satellite
networks and increases in operating expenses. Furthermore, while
Inmarsat has a number of potential growth opportunities, it is also
the case that it has a number of challenges (such as the impact of
additional capacity and new technologies) which are driving
disruption in some of Inmarsat's end markets, as has been seen
recently in the Maritime segment. The Inmarsat Board believes that
these features of Inmarsat's investment case have, in particular,
led to an undisturbed share price that did not fully reflect the
long-term value of Inmarsat.
The Inmarsat Board believes that implementation of Inmarsat's
existing strategy would continue to generate significant value for
Inmarsat Shareholders as an independent company, however there are
risks involved in implementation of what is a long-term, capital
intensive strategy. The offer from the Consortium would allow
Inmarsat Shareholders the opportunity to realise, in cash in the
near-term, the value of their holdings in Inmarsat at a material
premium to the undisturbed share price.
The Inmarsat Board has taken into account, inter alia, the
following:
-- the factors summarised above, including the significant
ongoing capital expenditure requirements and the timing
uncertainties inherent in parts of Inmarsat's strategy;
-- the performance of Inmarsat's share price relative to
Inmarsat's underlying financial performance and long-term
prospects; and
-- the Sterling equivalent value of the Cash Value, being 546
pence per Inmarsat Share based on the Announcement Exchange Rate,
represents:
-- an illustrative premium of 27 per cent. to the Closing Price
of 431 pence per Inmarsat Share on 18 March 2019 (being the
Business Day before the commencement of the Offer Period);
-- an illustrative premium of 35 per cent. to the
volume-weighted average price of 404 pence per Inmarsat Share for
the three-month period ended 18 March 2019 (being the Business Day
before the commencement of the Offer Period); and
-- a value of GBP2.6 billion for the entire issued and to be
issued ordinary share capital of Inmarsat.
Accordingly, following careful consideration of the above
factors, the Inmarsat Board believes that Inmarsat Shareholders
should have the opportunity to approve the Acquisition and intends
unanimously to recommend the Consortium's offer to Inmarsat
Shareholders.
6. Irrevocable undertakings to vote in favour of the Acquisition
Inmarsat Directors
Triton Bidco has received irrevocable undertakings from the
Inmarsat Directors who hold Inmarsat Shares to vote, and in the
case of their spouses, to procure that such persons vote, in favour
of the Scheme at the Court Meeting and the resolutions to be
proposed at the Inmarsat General Meeting in respect of all of the
Inmarsat Shares of which they, or their spouses, are sole
beneficial holders or in which they are solely interested totalling
2,528,071 Inmarsat Shares, representing, in aggregate,
approximately 0.5 per cent. of Inmarsat's issued share capital at
close of business on 22 March 2019 (being the Business Day prior to
the date of this Announcement).
These irrevocable undertakings remain binding if a competing
offer for Inmarsat is made but will cease to be binding on the date
on which the Acquisition is withdrawn or lapses in accordance with
its terms.
Inmarsat Shareholders
Triton Bidco has also received an irrevocable undertaking from
Lansdowne Partners to vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the Inmarsat General
Meeting in respect of their entire beneficial holdings and those of
their subsidiaries of 52,885,881 Inmarsat Shares, representing, in
aggregate, approximately 11.4 per cent. of Inmarsat's issued share
capital at close of business on 22 March 2019 (being the Business
Day prior to the date of this Announcement).
Further details of these irrevocable undertakings, including the
circumstances in which they may lapse, are set out in Appendix 3 to
this Announcement.
7. Directors, management, employees, research and development and locations
Triton Bidco has worked closely with Inmarsat management to
understand the key areas of their strategy and plans for the
business. Following completion of the Acquisition, Triton Bidco
intends to support Inmarsat and its employees in executing
management's existing strategy, including supporting the
development and growth of Inmarsat's Maritime, Aviation, Enterprise
and Government businesses.
Following completion of the Acquisition, Triton Bidco intends to
work with Inmarsat management to complete a full evaluation of the
Inmarsat Group and its strategy, technology, operations and
organisational structure, which will consider both the short- and
long-term objectives of the business. The evaluation will focus on
all aspects of the Inmarsat business and the opportunities
available to it, including:
-- reviewing the existing strategy of each of Inmarsat's four
divisions, their markets, customers and product offerings;
-- identifying existing and new growth and development
opportunities to drive additional profitable growth;
-- continuing the transformation and simplification of the
Inmarsat business that Inmarsat management have been pursuing over
the past few years, and considering any potential additional
actions to further this project, including a review of third party
professional fees and procurement optimisation;
-- reinforcing and further developing the strong technical
knowledge of the organisation that underpins Inmarsat's leadership
role in the satellite mobility markets; and
-- assessing potential acquisitions that support Inmarsat's overall strategy.
Triton Bidco recognises the importance and value of the skills
and experience of the existing management and employees of Inmarsat
and believes that they will be a key factor in maximising the
success of Inmarsat following the Scheme becoming Effective.
Once Inmarsat ceases to be a listed company, a limited number of
PLC-related functions, may be reduced in scope or become
unnecessary. Triton Bidco has not yet developed proposals as to how
any such headcount reductions will be implemented but intends to
work with Inmarsat's management to identify the extent to which
individuals involved in those functions may be reassigned to other
appropriate roles within Inmarsat prior to or with effect from the
Scheme becoming Effective. Triton Bidco confirms that the intention
is for any individuals impacted to be treated in a manner
consistent with Inmarsat's high standards, culture and
practices.
The non-executive Directors of Inmarsat, are expected to resign
as Inmarsat Directors upon the Scheme becoming Effective.
Save as set out above in respect of a limited number of
PLC-related functions, Triton Bidco does not expect any material
change in the balance of skills and functions of employees and
management of Inmarsat.
Existing rights and pensions
Triton Bidco confirms that following the Scheme becoming
effective, the existing contractual and statutory employment
rights, including in relation to pensions, of all Inmarsat
employees and management will be fully safeguarded in accordance
with applicable law. Triton Bidco does not intend to make any
material changes to the conditions of employment.
Inmarsat's defined UK benefit pension scheme is well funded and
as at 31 December 2017 was in surplus on an IAS19 basis. This
defined benefit pension scheme is closed to new members and future
accruals. Triton Bidco does not intend to make any changes to the
current employer pension contribution arrangements, the accrual of
benefits for existing members or the rights of admission of new
members.
Management incentivisation arrangements
Triton Bidco has not entered into, and has not had any
discussions on any form of incentivisation or other arrangements
with members of Inmarsat's management. It is the intention to put
in place appropriate arrangements for the management of Inmarsat
following Completion of the Acquisition.
Research and Development
Triton Bidco understands the importance of R&D to Inmarsat's
ability to continue to develop reliable and high quality services
for its customers and end users and intends for Inmarsat to
maintain a level of expenditure on R&D consistent with its past
practice.
Triton Bidco also intends to ensure that Inmarsat will comply in
full with its obligations under the Public Services Agreement with
IMSO in respect of the provision of the Global Maritime Distress
and Safety System.
Headquarters
Following Completion, Triton Bidco intends that Inmarsat will
continue to operate as a standalone business group. Triton Bidco
does not intend to make any material restructurings or changes in
location of Inmarsat's headquarters and headquarter functions (save
for the potential reduction of PLC-related functions described
above), and intends to maintain such headquarters in the UK.
Triton Bidco has no intention to redeploy the fixed assets of
Inmarsat.
8. Information on Apax, Warburg Pincus, CPPIB, OTPP and Triton Bidco
Apax
Apax is a leading global private equity advisory firm. Over its
more than 40-year history, Apax has raised and advised funds with
aggregate commitments of approximately $50 billion. The Apax Funds
invest in companies across four global sectors of Tech & Telco,
Services, Healthcare and Consumer. These funds provide long-term
equity financing to build and strengthen world-class companies.
Warburg Pincus
Warburg Pincus is a leading global private equity firm focused
on growth investing. The firm has more than $43 billion in private
equity assets under management. The firm's active portfolio of more
than 180 companies is highly diversified by stage, sector and
geography. Warburg Pincus is an experienced partner to management
teams seeking to build durable companies with sustainable value.
Founded in 1966, Warburg Pincus has raised 17 private equity funds,
which have invested more than $73 billion in over 855 companies in
more than 40 countries.
CPPIB
CPPIB is a professional investment management organization that
invests the funds not needed by the Canada Pension Plan ("CPP") to
pay current benefits in the best interests of 20 million
contributors and beneficiaries. In order to build a diversified
portfolio, CPPIB invests in public equities, private equities, real
estate, infrastructure and fixed income instruments. Headquartered
in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai,
New York City, São Paulo and Sydney, CPPIB is governed and managed
independently of the CPP and at arm's length from governments. At
31 December 2018, the CPP Fund totalled C$368.5 billion.
OTPP
OTPP is Canada's largest single-profession pension plan, with
$193.9 billion in net assets at 30 June 2018. It holds a diverse
global portfolio of assets, approximately 80 per cent. of which is
managed in-house, and has earned an average annualized rate of
return of 9.9 per cent. since the plan's founding in 1990, to 31
December 2017. OTPP is an independent organization headquartered in
Toronto. Its Asia-Pacific region office is located in Hong Kong and
its Europe, Middle East & Africa region office is in London.
The defined-benefit plan, which was fully funded as at 31 December
2017, invests and administers the pensions of the province of
Ontario's 323,000 active and retired teachers.
Triton Bidco
Triton Bidco is a newly incorporated company, formed under the
laws of Guernsey (and tax resident in the UK) on behalf of, and
which is owned by the Consortium (each member of the Consortium
owns 25 per cent. of Triton Bidco) for the purpose of implementing
the Acquisition. The full legal name of Triton Bidco is "Triton
Bidco (Guernsey) Limited". Triton Bidco has not traded prior to the
date of this Announcement nor has it entered into any obligation
other than in connection with the Acquisition.
9. Information on Inmarsat
Inmarsat is a leading provider of mobile satellite services,
providing data and voice connectivity to end-users worldwide, with
40 years of experience in designing, launching and operating
satellite-based networks. Inmarsat has an in-orbit fleet of 13
owned and operated satellites in geostationary orbit and provides a
comprehensive portfolio of global mobile satellite communications
services for customers on the move or in remote areas for use on
land, at sea and in the air.
These services include broadband data and voice services, which
support safety communications, standard office applications such as
email, internet, secure VPN access and video conferencing and,
increasingly with respect to broadband services, more advanced
commercial applications. Inmarsat's global sales and marketing
activities are operated through four market-facing business units:
Maritime, Aviation, Enterprise and Government. Each business unit
focuses on its specific customer markets and distributes its
products both through distributors and directly.
Inmarsat was formed in 1979 as an international governmental
organisation under treaty, with an initial objective to provide
communications and safety services to ships at sea. Inmarsat was
established with a mandate to operate profitably and to generate
returns on the invested capital. In 1999, Inmarsat was privatised
and became a private limited company under English law. In June
2005, Inmarsat completed an initial public offering and listed its
ordinary shares on the London Stock Exchange.
Inmarsat's strategy is to deliver on its purpose of "enabling
the connected world" by meeting the remote and mobile connectivity
needs of its customers, giving them what they need to connect,
reliably, securely and globally.
10. Inmarsat Share Plans and Inmarsat Convertible Bonds
Participants in the Inmarsat Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Inmarsat Share Plans and appropriate proposals in accordance with
Rule 15 of the Code where required will be made to such
participants in due course. Details of these proposals will be set
out in the Scheme Document and in separate letters to be sent to
the participants in the Inmarsat Share Plans.
Holders of the Inmarsat Convertible Bonds will be contacted
regarding the effect of the Acquisition on their rights in respect
of the Inmarsat Convertible Bonds and appropriate proposals will be
made to such bondholders in due course. Details of these proposals
will be set out in the Scheme Document.
The Acquisition will extend to any Inmarsat Shares which are
unconditionally allotted, issued or transferred out of the Inmarsat
Employees' Share Ownership Plan Trust at or before the Scheme
Record Time, including those allotted, issued or transferred to
satisfy the exercise of options or vesting of awards under the
Inmarsat Share Plans.
The Scheme will not extend to Inmarsat Shares issued after the
Scheme Record Time. However, it is proposed to amend Inmarsat's
articles of association at the Inmarsat General Meeting to provide
that, if the Acquisition becomes Effective, any Inmarsat Shares
issued to any person other than Triton Bidco or its nominees after
the Scheme Record Time (including in satisfaction of an option
exercised under one of the Inmarsat Share Plans or on conversion of
the Inmarsat Convertible Bonds) will be automatically transferred
to Triton Bidco in consideration for the payment by Triton Bidco to
such persons of an amount equal to the Cash Consideration for each
Inmarsat Share so transferred.
The Co-operation Agreement contains certain agreed arrangements
with respect to the treatment of outstanding awards and options
over Inmarsat Shares under the Inmarsat Share Plans.
11. Financing of the Acquisition
The Cash Consideration payable to Inmarsat Shareholders pursuant
to the Acquisition will be financed by a combination of equity to
be invested by the Apax Funds, the Warburg Pincus Funds, CPPIB and
OTPP and debt to be provided under an Interim Facilities Agreement
provided by Barclays, Bank of America, N.A. and UBS, Stamford
Branch as interim lenders.
In connection with their equity financing of Triton Bidco, the
Apax Funds, the Warburg Pincus Funds, CPPIB and OTPP have each
entered into Equity Commitment Letters. The members of the
Consortium may syndicate part of their funding commitments, subject
to the terms of the Co-operation Agreement.
UBS, as lead financial adviser to Triton Bidco and the
Consortium, is satisfied that cash resources available to Triton
Bidco are sufficient to enable it to satisfy in full the Cash
Consideration payable to Inmarsat Shareholders under the terms of
the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
12. Offer-related arrangements
Confidentiality Agreement and Back-to-Back Confidentiality
Agreements
Apax, Warburg Pincus and Inmarsat have entered into the
Confidentiality Agreement pursuant to which each party has
undertaken, amongst other things: (i) to keep confidential
information relating to the Acquisition and to the other party
confidential and not to disclose it to third parties (other than
certain permitted parties) other than as required by law or
regulation; and (ii) to use the confidential information for the
purpose of the Acquisition. These confidentiality obligations will
remain in force until the earlier of 12 months after the date of
the Confidentiality Agreement (being 28 January 2020) or
Completion. The agreement also contains certain provisions pursuant
to which each party has agreed not to solicit employees of the
other party, subject to customary carve-outs, for a period of 12
months.
Each of CPPIB and OTPP have entered into Back-to-Back
Confidentiality Agreements with Apax and Warburg Pincus, dated 28
January 2019 and 30 January 2019, respectively, pursuant to which
they have agreed to adhere to certain terms of the Confidentiality
Agreement as if they are a party thereto.
Clean Team and Joint Defence Agreement
The Apax Funds, the Warburg Pincus Funds, CPPIB, OTPP, Inmarsat
and their respective legal advisers have also entered into the
Clean Team and Joint Defence Agreement (which, in the case of the
legal advisers engaged by CPPIB and OTPP, was effected by such
legal advisers entering into separate letters of adherence), the
purpose of which is to stipulate the procedure for the sharing of
each of the Apax Funds', the Warburg Pincus Funds', CPPIB's, OTPP's
and Inmarsat's commercially sensitive information with each other
during the due diligence exercise to ensure that the exchange of
such commercially sensitive information remains compliant with
antitrust laws and to ensure that such sharing does not constitute
a waiver of privilege, right or immunity otherwise available.
Co-operation Agreement
Inmarsat and Triton Bidco have entered into the Co-operation
Agreement, pursuant to which, among other things, (i) each of
Inmarsat and Triton Bidco have agreed to co-operate for the
purposes of obtaining all consents, clearances, permissions,
waivers and/or approvals as may be necessary, and the making of all
filings as may be necessary, from or under the law, regulations or
practices applied by any applicable regulatory authority in
connection with the Acquisition; (ii) Triton Bidco has agreed to
provide Inmarsat with certain information for the purposes of the
Scheme Document and to otherwise assist with the preparation of the
Scheme Document; (iii) Triton Bidco has agreed to certain
provisions if the Scheme should switch to a Takeover Offer; (iv)
each of Inmarsat and Triton Bidco have agreed to co-operate in
preparing and implementing appropriate proposals in relation to the
Inmarsat Share Plans and the Inmarsat Convertible Bonds; and (v)
Inmarsat and Triton Bidco have agreed certain arrangements in
respect of annual bonuses for financial year 2019 and maintenance
of severance policies.
The Co-operation Agreement will terminate in certain
circumstances, including (i) at Triton Bidco's election if the
Inmarsat Board withdraws its recommendation of the Acquisition;
(ii) at either party's election if (a) prior to the Long Stop Date,
Triton Bidco invokes a Condition (with permission of the Panel);
(b) a competing proposal becomes effective or is declared or
becomes unconditional in all respects; (c) if the Acquisition is
withdrawn, terminated or lapses, or if the Scheme does not become
Effective by the Long Stop Date; and (iii) otherwise as agreed by
Triton Bidco and Inmarsat.
Triton Bidco has agreed with Inmarsat in the Co-operation
Agreement cash retention awards of up to a maximum of $1.5m in
aggregate for Inmarsat Group employees below executive management
level whose retention is considered critical for the successful
completion of the Acquisition.
13. Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement between Inmarsat and
the Inmarsat shareholders under Part 26 of the Companies Act.
The Scheme Document will be posted to Inmarsat Shareholders as
soon as reasonably practicable, and in any event within 28 days of
the date of this Announcement (unless the Panel consents to a later
date). The Court Meeting and the General Meeting are expected to be
held prior to 31 May 2019.
The purpose of the Scheme is to provide for Triton Bidco to
become the owner of the entire issued and to be issued share
capital of Inmarsat. This is to be achieved by the transfer of the
Scheme Shares to Triton Bidco, in consideration for which the
Scheme Shareholders will receive the Cash Consideration in respect
of their Scheme Shares.
The Scheme requires approval by Scheme Shareholders by the
passing of a resolution at the Court Meeting. This resolution must
be approved by a majority in number of the holders of Scheme Shares
present and voting, either in person or by proxy, representing not
less than 75 per cent. in value of the Scheme Shares held by such
holders. In addition, a resolution to deal with certain ancillary
matters (including the amendment of Inmarsat's articles of
association referred to in paragraph 10 above) must be passed at
the Inmarsat General Meeting to be held immediately after the Court
Meeting.
The Scheme must also be sanctioned by the Court. Any Scheme
Shareholder is entitled to attend the Scheme Court Hearing in
person or through counsel to support or oppose the sanctioning of
the Scheme. The Scheme will only become Effective upon delivery to
the Registrar of Companies of a copy of the Court Order. The Scheme
is expected to become effective during the fourth quarter of
2019.
The Scheme will also be subject to certain Conditions and
certain further terms referred to in Appendix 1 of this
Announcement and to be set out in the Scheme Document. The
Conditions in Appendix 1 provide that the Acquisition will lapse
if, amongst other things:
-- the Court Meeting and Inmarsat General Meeting are not held
on or before the 22(nd) day after the expected date of the
meetings, which will be set out in the Scheme Document in due
course (or such later date as may be agreed by Triton Bidco and
Inmarsat (with the Panel's consent));
-- the sanction of the Scheme by the Court does not take place
on or before the 22(nd) day after the expected date of the Scheme
Court Sanction Hearing (or such later date as may be agreed by
Triton Bidco and Inmarsat (with the Panel's consent) and the Court
may allow); or
-- the Scheme does not become Effective by the Long Stop Date,
provided that these deadlines may be waived by Triton Bidco.
If the Scheme becomes Effective: (i) it will be binding on all
Scheme Shareholders, whether or not they attended or voted at the
Court Meeting and the Inmarsat General Meeting and, if they
attended and voted, whether or not they voted in favour of or
against the resolutions proposed at those meetings; and (ii) share
certificates in respect of Inmarsat Shares will cease to be valid
and entitlements to Inmarsat Shares held within the CREST system
will be cancelled.
The terms of the Scheme will provide that the Scheme Shares will
be acquired under the Scheme fully paid and free from all liens,
equitable interests, charges, encumbrances, options, rights of
pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions and returns of capital declared, paid or made with a
record date on or after the date of this Announcement (other than
the Final Dividend).
Right to switch to a Takeover Offer
Triton Bidco reserves the right, subject to the prior consent of
the Panel and the terms of the Co-operation Agreement, to elect to
implement the Acquisition by way of a Takeover Offer.
In such event, such Takeover Offer will (unless otherwise
consented to by Inmarsat or required by the Panel) be implemented
on the same terms and conditions (subject to appropriate amendments
as described in Part 2 of Appendix 1 to this Announcement, which
includes an acceptance condition set at 75 per cent. of the
Inmarsat Shares to which the Takeover Offer relates (or such lesser
percentage, being more than 50 per cent., as Triton Bidco may
decide, of the voting rights then exercisable at a general meeting
of Inmarsat) as those which would apply to the Scheme. Furthermore,
if such Acquisition is made and sufficient acceptances of such
Acquisition are received, when aggregated with Inmarsat Shares
otherwise acquired by Triton Bidco, it is the intention of Triton
Bidco to apply the provisions of section 979 of the Companies Act
to acquire compulsorily any outstanding Inmarsat Shares to which
such Takeover Offer relates.
14. De-listing and re-registration
Prior to the Scheme becoming effectively, applications will be
made to the UK Listing Authority for the cancellation of the
listing of the Inmarsat Shares on the Official List and to the
London Stock Exchange for the cancellation of the admission to
trading of Inmarsat Shares on the Main Market. It is expected that
such de-listing and cancellation of admission to trading would take
effect on or shortly after the Effective Date.
The last day of dealings in Inmarsat Shares on the main market
of the London Stock Exchange is expected to be the date of the
Scheme Court Hearing and no transfers will be registered after
6.00p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Inmarsat
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Inmarsat Shares held within CREST system will be
disabled.
Triton Bidco intends, as soon as reasonably practicable
following the Effective Date, to re-register Inmarsat as a private
company under the relevant provisions of the Companies Act.
15. Dividends
In accordance with the terms of the Inmarsat Scrip Dividend
Scheme, a committee of the Inmarsat Board has resolved that the
Inmarsat Scrip Dividend shall be suspended indefinitely and with
effect from the date of this Announcement, including in relation to
the Final Dividend. Formal written notice of the suspension, as
required by the Inmarsat Scrip Dividend Scheme, will be sent to
Inmarsat Shareholders in due course. Accordingly, any Inmarsat
Shareholders who had elected to participate in the Inmarsat Scrip
Dividend Scheme shall receive cash rather than Inmarsat Shares in
respect of the Final Dividend and any other dividends.
Under the terms of the Acquisition, Triton Bidco has agreed that
Inmarsat Shareholders will be entitled to receive the Final
Dividend without any consequential reduction in the Cash
Consideration payable by Triton Bidco in respect of each Inmarsat
Share under the Acquisition.
Save for the Final Dividend, if any dividend and/or other
distribution and/or other return of capital is proposed, announced,
authorised, declared, made, paid or becomes payable by Inmarsat in
respect of Inmarsat Shares on or after the date of this
Announcement and before the Scheme becomes Effective, Triton Bidco
reserves the right to reduce the Cash Consideration by an amount
equal to the aggregate amount of such dividend and/or other
distribution and/or other return of capital, as applicable, in
which case the relevant eligible Inmarsat Shareholders will be
entitled to receive and retain such dividend and/or distribution.
If such dividend, other distribution and/or other return of capital
is denominated in any currency other than US dollars, it shall for
the purposes of determining the relevant reduction be converted to
US dollars using such exchange rate as Triton Bidco shall
determine, acting reasonably.
If any such dividend, other distribution or other return of
capital is paid or made by Inmarsat after the date of this
Announcement and Triton Bidco exercises its rights described above,
any reference in this Announcement to the Cash Consideration
payable under the Scheme shall be deemed to be a reference to the
consideration as so reduced. Any exercise by Triton Bidco of its
rights referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Scheme.
16. Disclosure of interests in Inmarsat Shares
As at close of business on 22 March 2019 (being the Business Day
prior to the date of this Announcement), save in respect of the
irrevocable undertakings referred to in paragraph 6 and the
disclosure in this paragraph 16 in respect of the positions under
the CPPIB ISDA, none of Triton Bidco, the Consortium or any of
their directors, or, so far as Triton Bidco or the Consortium are
aware, any person acting in concert (within the meaning of the
Code) with it had: (i) any interest in or right to subscribe for
any relevant Inmarsat Shares or securities convertible or
exchangeable into Inmarsat Shares; nor (ii) any short position in
(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 of, Inmarsat Shares or
securities convertible or exchangeable into Inmarsat Shares; (iii)
any dealing arrangement of the kind referred to in Note 11 of the
definition of acting in concert in the Code, in relation to
Inmarsat Shares or in relation to any securities convertible or
exchangeable into Inmarsat Shares; nor (iv) borrowed or lent any
relevant Inmarsat Shares (including for these purposes, any
financial collateral arrangements of the kind referred to in Note 4
of Rule 4.6 of the Code), save for any borrowed shares which had
been either on-lent or sold.
Pursuant to the CPPIB ISDA, CPPIB has an aggregate interest in
222,365 Inmarsat Shares as a result of entering the following
transactions, each of which gives CPPIB economic exposure to
Inmarsat Shares. In relation to each such transaction:
-- CPPIB is entitled to receive payments equivalent to any
dividends with respect to Inmarsat Shares which may have been
payable between the relevant trade date and termination date;
-- CPPIB is entitled to receive any increase in the value of
Inmarsat Shares by reference to the increase from the initial price
to the price at the relevant termination date;
-- CPPIB is obliged to pay an amount equal to the decrease in
price of Inmarsat Shares from the initial price to the price at the
relevant termination date; and
-- CPPIB pays a fee for the duration of each transaction.
Initial Inmarsat
Trade Date Termination Date Share Price (GBP) Inmarsat Shares
08-Oct-18 18-Sep-19 5.0164 51,485
------------------ ------------------- ----------------
22-Oct-18 18-Sep-19 4.806 21,079
------------------ ------------------- ----------------
23-Oct-18 18-Sep-19 4.6456 36,888
------------------ ------------------- ----------------
24-Oct-18 18-Sep-19 4.6179 21,079
------------------ ------------------- ----------------
25-Oct-18 18-Sep-19 4.6052 26,349
------------------ ------------------- ----------------
08-Nov-18 18-Sep-19 4.2848 3196
------------------ ------------------- ----------------
09-Nov-18 18-Sep-19 4.2081 3197
------------------ ------------------- ----------------
12-Nov-18 18-Sep-19 4.2435 3196
------------------ ------------------- ----------------
13-Nov-18 18-Sep-19 4.3177 3197
------------------ ------------------- ----------------
14-Dec-18 18-Sep-19 4.1361 13,174
------------------ ------------------- ----------------
17-Dec-18 18-Sep-19 4.1786 13,175
------------------ ------------------- ----------------
18-Dec-18 18-Sep-19 4.1664 13,175
------------------ ------------------- ----------------
19-Dec-18 18-Sep-19 4.234 13,175
------------------ ------------------- ----------------
Total Inmarsat
Shares 222,365
------------------------------- ------------------- ----------------
It has not been possible for Triton Bidco to make enquiries of
all its concert parties in advance of the release of this
Announcement. Therefore, if Triton Bidco becomes aware, following
the making of such enquiries, that any of its concert parties have
any such interests in relevant securities in Inmarsat, all relevant
details in respect of Triton Bidco's concert parties will be
included in Triton Bidco's Opening Position Disclosure in
accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the
Code.
Furthermore, save for irrevocable undertakings referred to in
paragraph 6, no arrangements exists between Triton Bidco and
Inmarsat or a person acting in concert with Triton Bidco or
Inmarsat in relation to Inmarsat Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Inmarsat Shares which may be an inducement to
deal or refrain from dealing in such securities.
17. Documents available on websites
Copies of the following documents will, by no later than 12 noon
(London time) on the Business Day following the date of this
Announcement, be available on Inmarsat's website at
http://www.investors.inmarsat.com and Triton Bidco's website at
http://inmarsatbidcoinfo.com/ until the end of the offer (including
any related competition reference period):
-- this Announcement;
-- the irrevocable undertakings listed in Appendix 3;
-- the Confidentiality Agreement, Back-to-Back Confidentiality
Agreements, the Clean Team and Joint Defence Agreement and the
Co-operation Agreement, each referred to in paragraph 13 above;
and
-- the documents relating to financing of the Acquisition referred to in paragraph 11 above.
18. General
The Acquisition is subject to, inter alia, the satisfaction or
waiver (if applicable) of the Conditions set out in Appendix 1 to
this Announcement. The Acquisition is also subject to the further
terms set out in Appendix 1 to this Announcement and to the full
terms and Conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources and bases of
certain information contained in this summary and the following
Announcement. Appendix 3 to this Announcement contains details of
the irrevocable undertakings received by Triton Bidco. Appendix 4
to this Announcement contains the definitions of certain terms used
in this summary and the following Announcement.
Each of UBS, Barclays and Merrill Lynch has given and not
withdrawn its consent to the inclusion in this Announcement of the
references to its names in the form and context in which it
appears.
Each of J.P. Morgan Cazenove, PJT Partners and Credit Suisse has
given and not withdrawn its consent to the inclusion in this
Announcement of reference to its name in the form and context in
which it appears.
Enquiries:
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: +44 20 3757 9256
Tim Burt / Paul Durman +44 20 7186 8890
CPPIB
Steve McCool
Global Corporate Communications +44 203 947 3002
Darryl Konynenbelt
Director, Global Media Relations +1 416 972 8389
OTPP
Pav Jordan
Investment Communications +1 (416) 228 6862
Matthew Thomlinson +44 203 7551 624
UBS Investment Bank (Lead
Financial Adviser to Triton
Bidco and the Consortium)
Christian Lesueur
Jonathan Rowley
Christopher Smith +44 207 567 8000
Merrill Lynch International
(Financial Adviser to Triton
Bidco and the Consortium)
Emmanuel Hibou
Geoffrey Iles +44 20 7628 1000
Barclays (Financial Adviser
to Triton Bidco and the Consortium)
Osvaldo Ramos
Gaurav Gooptu +44 20 7623 2323
Inmarsat
Rob Gurner
Head of Investor Relations
(Investor and analyst enquiries)
Jonathan Sinnatt
Director of Corporate Communications
(Media enquiries)
Alison Stokes
Corporate Communications +44 782 5189088
(Media enquiries)
Headland (Inmarsat Corporate +44 788 9605272
PR Adviser) +44 771 3306417
Stephen Malthouse +44 7734 956201
Rob Walker +44 7791 958922
J.P. Morgan Cazenove (Financial
Adviser to Inmarsat)
Hugo Baring
Charles Harman
Adam Laursen
James Summer +44 20 7742 4000
PJT Partners (Financial Adviser
to Inmarsat)
Simon Lyons
Scott Matlock
Jim Murray +44 20 3650 1100 / +1 212 364
Jonathan Hall 7800
Credit Suisse (Financial Adviser
to Inmarsat)
Cathal Deasy
Eric Federman
Antonia Rowan
Ben Deary +44 20 7888 8888
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 will be made solely pursuant to the terms of the
Scheme Document, which, together with the Forms of Proxy, will
contain the full terms and conditions of the Scheme, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition by Inmarsat
Shareholders should be made only on the basis of the information
contained in the Scheme Document.
This Announcement has been prepared for the purpose of complying
with English law and the 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 will be subject to the applicable requirements
of the Code, the Panel, the LSE, the FCA and the UK Listing
Authority.
Inmarsat will prepare the Scheme Document to be distributed to
the Inmarsat Shareholders. Inmarsat urges Inmarsat Shareholders to
read the Scheme Document carefully when it becomes available
because it will contain important information in relation to the
Acquisition. Any vote in respect of the resolutions to be proposed
at the Court Meeting or the Inmarsat General Meeting to approve the
Acquisition and related matters, should be made only on the basis
of the information contained in the Scheme Document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Inmarsat Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Inmarsat may be provided to
Triton Bidco during the Offer Period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Important notices about financial advisers
UBS AG London Branch ("UBS") which is authorised by the PRA and
regulated by the FCA and the PRA in the UK is acting as financial
adviser to Triton 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 Triton 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 Triton
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 Triton 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
Triton 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 Triton 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.
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 in this Announcement.
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.
Overseas jurisdictions
The availability of the offer to acquire Inmarsat Shares
pursuant to the Acquisition to Inmarsat Shareholders who are not
resident in and citizens of the United Kingdom or the United States
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Persons who are not
resident in the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions as failure to comply with such
restrictions may constitute a violation of security laws of any
such jurisdiction. To the fullest extent permitted by applicable
law, the persons and companies involved in the Acquisition disclaim
any responsibility for liability for the violation of such
restrictions by any person.
The release, publication or distribution of this Announcement in
or into, jurisdictions other than the United Kingdom may be
restricted by law and therefore persons into whose possession this
Announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Inmarsat Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This Announcement has been prepared for the purposes of
complying with English law and the 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 of jurisdictions outside the United Kingdom.
Unless otherwise determined by Triton Bidco or required by the
Code, and permitted by applicable law and regulation, the offer to
acquire Inmarsat Shares pursuant to the Acquisition will not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction. Accordingly, copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction, where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from Restricted Jurisdictions, where to do so
would violate the laws in those jurisdictions. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation) such Takeover Offer may
not be made available directly or indirectly, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction.
Notes to US investors in Inmarsat
Inmarsat Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, the law of England and Wales. Neither
the proxy solicitation nor the tender offer rules under the US
Securities Exchange Act of 1934, as amended, (the "US Exchange
Act") will apply to the Scheme. Moreover the Scheme will be subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement (including, without limitation, with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments), which differ from the
disclosure requirements of the US proxy solicitation rules and
tender offer rules. However, if Triton Bidco were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder and otherwise in accordance with the
requirements of the Code. Such a takeover would be made in the
United States by Triton Bidco and no one else. In addition to any
such Takeover Offer, Triton Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, shares in
Inmarsat outside such Takeover Offer before or during the period in
which such Takeover Offer would remain open for acceptance. Such
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. If such purchases
or arrangements to purchase were to be made they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act. Any information about such purchases
will be disclosed as required in the UK, will be reported to a
Regulatory Information Service of the UK Listing Authority and will
be available on the LSE website at www.londonstockexchange.com.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States.
Financial information included in this Announcement and the
Scheme Document has been or will be prepared in accordance with
accounting standards applicable in the UK and may not be comparable
to financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
Inmarsat and Triton Bidco are organised under the laws of
England and Wales and Guernsey, respectively. All of the officers
and directors of Triton Bidco and the majority of officers and
directors of Inmarsat are residents of countries other than the
United States. It may not be possible to sue Inmarsat and/or Triton
Bidco in a non-US court for violations of US securities laws. It
may be difficult to compel Inmarsat, Triton Bidco and/or their
respective affiliates to subject themselves to the jurisdiction and
judgment of a US court.
No profit forecasts, estimates or quantified benefits
statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Inmarsat for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for
Inmarsat.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, each of UBS,
Merrill Lynch and Barclays and their respective affiliates will
continue to act as exempt principal trader in Inmarsat securities
on the LSE. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Code will be reported to a Regulatory Information
Service and will be available on the LSE website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Forward-looking statements
This Announcement (including information incorporated by
reference in the Announcement), oral statements made regarding the
Acquisition and other information published by Triton Bidco and
Inmarsat contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of
operations and business of Triton Bidco and Inmarsat. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or
other words of similar meaning. These statements are based on
assumptions and assessments made by Inmarsat, and/or Triton Bidco,
in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given by Inmarsat and Triton
Bidco that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
Announcement. Neither Inmarsat nor Triton Bidco assumes any
obligation and Inmarsat and Triton Bidco disclaim any intention or
obligation to update or correct the information contained in this
Announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law or regulation
(including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the FCA).
THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN
FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS,
AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL,
ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES,
FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING
STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH
FACTORS. NEITHER TRITON BIDCO NOR INMARSAT, NOR ANY OF THEIR
RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES
ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF
THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD LOOKING STATEMENTS
IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication of this Announcement
A copy of this Announcement will be available on Inmarsat's
website at http://www.investors.inmarsat.com and Triton Bidco's
website at http://inmarsatbidcoinfo.com/ by no later than 12 noon
(London time) on 26 March 2019 (being the first Business Day
following the date of this Announcement).
Neither the contents of Inmarsat's website nor Triton Bidco's
website are incorporated into or form part of this
Announcement.
Inmarsat Shareholders who received this Announcement in
electronic form may request a hard copy of this Announcement by
contacting Inmarsat's Registrar, Equiniti Limited during business
hours on 0371 384 2739 (or +44 121 415 7047 if calling from outside
the UK) or at Equiniti, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA. If you have received this Announcement in
electronic form, copies of this Announcement and any document or
information incorporated by reference into this document will not
be provided unless such a request is made. Inmarsat Shareholders
may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
APPIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part 1: Conditions of the Acquisition and the Scheme
Scheme approval
1. The Acquisition will be conditional upon: the Scheme becoming
unconditional and becoming Effective, subject to the Code, by no
later than 11.59pm on the Long Stop Date.
2. The Scheme will be conditional on:
(a) its approval by a majority in number of the Scheme
Shareholders present, entitled to vote and voting at the Court
Meeting and at any separate class meeting which may be required by
the Court, or at any adjournment thereof, either in person or by
proxy, representing not less than 75 per cent. in value of the
Scheme Shares voted by such Scheme Shareholders (or the relevant
class or classes thereof, if applicable), such Court Meeting (and
any such class meeting(s)) to be held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date (if any) as
Triton Bidco and Inmarsat may, with the consent of the Panel, agree
and the Court may allow);
(b) all resolutions in connection with or required to approve
and implement the Scheme as set out in the notice of the Inmarsat
General Meeting being duly passed by the requisite majority or
majorities of the Inmarsat Shareholders at the Inmarsat General
Meeting, or at any adjournment thereof, such Inmarsat General
Meeting to be held on or before the 22nd day after the expected
date of the Inmarsat General Meeting to be set out in the Scheme
Document in due course (or such later date (if any) as Triton Bidco
and Inmarsat may, with the consent of the Panel, agree and the
Court may allow);
(c) the sanction of the Scheme by the Court (with or without
modifications, subject to any modifications being on terms
reasonably acceptable to Inmarsat and Triton Bidco); and
(d) a copy of the Court Order being delivered to the Registrar of Companies.
Additional Conditions to the Scheme
3. Subject to the requirements of the Panel, the Acquisition is
also conditional on the following Conditions having been met on
terms reasonably satisfactory to Triton Bidco or, where applicable,
waived and accordingly the necessary actions to make the Scheme
Effective will not be taken unless such Conditions (as amended, if
appropriate) have been so satisfied or, where applicable,
waived:
Regulatory Clearances (Merger Clearance)
Austria
(a) the Acquisition having been cleared by the Austrian
Competition Authorities (Federal Competition Authority, Federal
Cartel Prosecutor, Cartel Court). This condition shall be deemed
satisfied if:
(i) the Federal Competition Authority as well as the Federal
Cartel Prosecutor have not issued a request for an in-depth
investigation of the Acquisition within the necessary timeframe,
or
(ii) the Cartel Court or the Supreme Court have issued a
decision terminating the in-depth investigation (because all
requests for in-depth review have been withdrawn) or have issued a
"non-prohibition" decision, and such decision has become final and
binding;
China
(b) the State Administration for Market Regulation ("SAMR") having either:
(i) made (or being deemed to have made) a decision of no further review of the Acquisition;
(ii) granted clearance; or
(iii) any applicable waiting periods in respect of the review of
the Acquisition by SAMR under article 25 of the Anti-Monopoly Law
of the People's Republic of China having expired;
Germany
(c) the German Federal Cartel Office ("FCO") has cleared the
Acquisition by issuing a notice that the Acquisition will not be
prohibited; or the Acquisition is deemed to be cleared because the
applicable waiting period pursuant to section 40 of the German Act
Against Restraints of Competition (Gesetz gegen
Wettbewerbsbeschränkungen) has expired;
Russia
(d) Triton Bidco having received, in writing, the clearance
decision required under Federal Law No.135-FZ 'On the Protection of
Competition' dated 26 July 2006 as amended;
United Kingdom
(e) confirmation having been received in writing by Triton Bidco
from the United Kingdom Competition and Markets Authority (the
"CMA") or, as the case may be, the Secretary of State, that the CMA
or, as the case may be, the Secretary of State, does not intend to
refer the Acquisition or any matters arising therefrom for a Phase
2 CMA Reference;
United States
(f) all filings having been made and all appropriate waiting
periods (including any extension thereof) under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 as amended and
the regulations thereunder having expired, lapsed or been
terminated as appropriate in each case in respect of the
Acquisition;
Regulatory Clearances (Foreign Investment)
Australia
(g) either (i) Triton Bidco having received written notice under
the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) or
its successor legislation ("Australian Foreign Investment Laws") to
the effect that the Commonwealth Government does not object to the
Acquisition; or (ii) following notice of the Acquisition having
been given by Triton Bidco under Australian Foreign Investment
Laws, the Commonwealth Treasurer ceasing to be empowered to make an
order in respect of the Acquisition due to the expiry of the
applicable statutory waiting period;
Germany
(h) the Acquisition not having been prohibited according to sec.
4 para. 1 no. 4, sec. 5 para. 2 of the German Foreign Trade Act
(Außenwirtschaftsgesetz - "AWG") in conjunction with sec. 59 para.
1 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung
- "AWV"). This condition shall be deemed satisfied if a certificate
of non-objection pursuant to sec. 58 AWV has been granted or the
review periods under sec. 55 through 59 AWV have expired without
this Acquisition having been prohibited;
India
(i) the Department of Space, Government of India having provided
its approval, and such approval being in full force and effect, for
the purchase / subscription of shares in accordance with this
Acquisition, as per the extant Consolidated Foreign Direct
Investment Policy Circular of 2017 (as amended from time to
time);
Italy
(j) insofar as approval is required in the context of the
so-called "Golden Powers Legislation" under Italian law (Italian
Law Decree No. 21 of 15 March 2012 as amended by Law 11 May 2012,
no. 56, as applicable and implemented by Presidential Decree No. 85
of 25 March 2014 (Assets Identification Decree on Communication,
Energy and Transport Golden Powers), Presidential Decree No. 86 of
25 March 2014 (Procedural Decree on Communication, Energy and
Transport Golden Powers), Decree of the President of the Council of
Ministers No. 108 of 6 June 2014 (Assets Identification Decree on
Defence and National Security Golden Powers), Presidential Decree
No. 35 of 19 February 2014 (Procedural Decree on Defence and
National Security Golden Powers) and subsequent provisions amending
and/or supplementing the legislation):
(i) the Presidency of the Council of Ministers or any other
competent regulatory authority under Italian Law confirming in
writing pursuant to Article 1 (Defence and National Security Golden
Powers) and/or Article 2 (Communication, Energy and Transport
Golden Powers), as applicable, of the Golden Powers Legislation,
that it has approved and/or cleared the Acquisition; or
(ii) that the relevant deadlines for tacit consent
"silenzio-assenso" of the Golden Powers Legislation having elapsed
without any veto or consent having been communicated by the
Presidency of the Council of Ministers or any other competent
regulatory authority;
Russia
(k) Triton Bidco or the members of the Consortium (as
applicable) having received, in writing, the clearance decision(s)
required under Federal Law No. 160-FZ 'On Foreign Investments in
the Russian Federation' dated 9 July 1999 as amended;
United States
(l) the parties having notified the Acquisition to CFIUS, and:
(i) CFIUS having determined either (i) that the Acquisition is
not a "covered transaction"; or (ii) that it is a "covered
transaction", and there are no unresolved national security issues;
or
(ii) CFIUS having sent a report regarding the Acquisition to the
President of the United States (the "President"), and the President
having declined to suspend or prohibit the Acquisition, or the time
for the President to take action having elapsed;
(m) the United States Federal Communications Commission ("FCC")
shall have granted its consent to the transfer of control to Triton
Bidco of the Inmarsat entities holding licenses and authorizations
issued by the FCC, without the imposition of any condition deemed
materially adverse by Triton Bidco, and shall have issued a
declaratory ruling finding that the public interest would not be
served by prohibiting the non-U.S. ownership of Triton Bidco to
exceed the 25 percent benchmark set forth in Section 310(b)(4) of
the United States Communications Act of 1934, as amended, and each
such action by the FCC necessary for the consummation of the
Acquisition shall have become a final order. For purposes of this
provision, the term "final order" shall mean that action shall have
been taken by the FCC (including action duly taken by the FCC's
staff, pursuant to delegated authority) which shall not have been
reversed, stayed, enjoined, set aside, annulled or suspended; with
respect to which no timely request for stay, petition for
rehearing, appeal or certiorari or sua sponte action of the FCC
with comparable effect shall be pending; and as to which the time
for filing any such request, petition, appeal, certiorari or for
the taking of any such sua sponte action by the FCC shall have
expired or otherwise terminated;
Notifications, waiting periods and Authorisations
(n) the waiver (or non-exercise within any applicable time
limits) by any relevant third party of any termination right, right
of pre-emption, first refusal or similar right (which is material
in the context of the Wider Inmarsat Group taken as a whole)
arising as a result of or in connection with the Acquisition
including, without limitation, its implementation or the proposed
direct or indirect acquisition of any shares or other securities
in, or control of, Inmarsat by Triton Bidco;
(o) other than in relation to Conditions (a) to (m) above, all
material notifications, filings or applications which are necessary
or reasonably considered necessary by Triton Bidco in connection
with the Acquisition having been made, all clearances having been
explicitly granted or deemed to be granted, all necessary waiting
periods (including any extensions thereof) under any applicable
legislation or regulations of any jurisdiction having expired,
lapsed or been terminated (as appropriate), and all statutory and
regulatory obligations in any relevant jurisdictions having been
complied with, in each case in respect of the Scheme and the
Acquisition and the acquisition of any Inmarsat Shares, or of
control of Inmarsat, by Triton Bidco;
(p) all Authorisations necessary or reasonably considered
necessary by Triton Bidco in any jurisdiction for, or in respect
of, the Scheme or Acquisition or the acquisition or the proposed
acquisition of any Inmarsat Shares or other securities in, or of
control or management of, Inmarsat or any other member of the Wider
Inmarsat Group, by Triton Bidco and to carry on the business of any
member of the Wider Bidco Group or Wider Inmarsat Group having been
obtained, in terms and in a form reasonably satisfactory to Triton
Bidco, from all appropriate Third Parties and from any persons or
bodies with whom any member of the Wider Bidco Group or the Wider
Inmarsat Group has entered into contractual arrangements and all
such Authorisations remaining in full force and effect at the time
at which the Acquisition becomes Effective and Triton Bidco having
no knowledge of an intention to revoke, suspend or modify or not to
renew any of the same and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with where, in
each case, absence of such Authorisation would have a material
adverse effect on the Wider Bidco Group or the Wider Inmarsat Group
in each case taken as a whole;
(q) no Third Party having decided to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps (in each case,
not having withdrawn the same) which would or might reasonably be
expected to, in each case to an extent or in a manner which is
material to Wider Bidco Group taken as a whole or the Wider
Inmarsat Group taken as a whole:
(i) require, prevent or materially delay the divestiture, or
alter the terms envisaged for any proposed divestiture, by any
member of the Wider Bidco Group or any member of the Wider Inmarsat
Group of all or any portion of their respective businesses, assets
or property or impose any limitation on the ability of any of them
to conduct any of their respective businesses (or any of them) or
to own or control any of their respective assets or properties or
any part thereof;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Bidco Group of any shares or other
securities in Inmarsat;
(iii) impose any limitation on, or result in a material delay in
or limit on, the ability of any member of the Wider Bidco Group,
directly or indirectly, to acquire or to hold or to exercise
effectively all or any rights of ownership in respect of shares or
loans or securities convertible into shares or any other securities
(or equivalent) in any member of the Wider Inmarsat Group or the
Wider Bidco Group or to exercise voting or management control over
any such member;
(iv) otherwise adversely affect any or all of the business,
assets, profits or prospects of any member of the Wider Bidco Group
or the Wider Inmarsat Group;
(v) make the Scheme or the Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by Triton
Bidco or any member of the Wider Bidco Group of any shares or other
securities in, or control or management of, Inmarsat or any member
of the Wider Inmarsat Group, void, illegal, and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise, directly
or indirectly, restrain, prevent, restrict, prohibit, delay or
otherwise interfere with the Scheme or Acquisition or such
acquisition, or impose additional conditions or obligations with
respect thereto, or otherwise impede, challenge or interfere with
the Scheme or Acquisition or require amendment to the terms of the
Scheme or Acquisition or the acquisition or proposed acquisition of
any Inmarsat Shares or the acquisition of control or management of
Inmarsat or the Wider Inmarsat Group by Triton Bidco or any member
of the Bidco Group;
(vi) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider
Inmarsat Group to offer to acquire or acquire any shares or other
securities (or the equivalent) or interest in any member of the
Wider Inmarsat Group or the Wider Bidco Group owned by any third
party (other than in implementation of the Acquisition);
(vii) impose any limitation on the ability of any member of the
Wider Bidco Group or the Wider Inmarsat Group to conduct or
integrate or co-ordinate its business, or part of it, with the
businesses of other members of the Wider Bidco Group or the Wider
Inmarsat Group which is adverse to and material in the context of
the Wider Bidco Group and the Wider Inmarsat Group, in each case
taken as whole or in the context of the Acquisition; or
(viii) result in any member of the Wider Inmarsat Group or the
Wider Bidco Group ceasing to be able to carry on business under any
name under which it presently does so,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the
laws of any jurisdiction in respect of the Scheme or Acquisition or
the proposed acquisition of any Inmarsat Shares having expired,
lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
(r) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Inmarsat Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or subject or any circumstance which, in
each case as a consequence of the Scheme or Acquisition or the
acquisition or proposed acquisition of any Inmarsat Shares or other
securities in, or control or management of, Inmarsat or any other
member of the Wider Inmarsat Group, by any member of the Wider
Bidco Group or otherwise, would or might reasonably be expected to
result in, to an extent in any such case which is or would be
material in the context of the Wider Inmarsat Group taken as a
whole:
(i) any monies borrowed by, or any other indebtedness,
liabilities (actual or contingent) of, or any grant available to
any member of the Wider Inmarsat Group being or becoming repayable
or being capable of being declared repayable immediately or prior
to its or their stated maturity date or repayment date or the
ability of any member of the Wider Inmarsat Group to borrow monies
or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn (or inhibited);
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Inmarsat
Group or any such mortgage, charge or other security interest
(wherever or whenever created, arising or having arisen) being
enforced or becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities,
obligations or interests of any member of the Wider Inmarsat Group
thereunder being, or becoming capable of being, terminated or
adversely modified or affected or any action being taken of an
adverse nature or any obligation or liability arising
thereunder;
(iv) any assets or interests of any member of the Wider Inmarsat
Group being or falling to be disposed of or charged or ceasing to
be available to any member of the Wider Inmarsat Group, or any
right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be
available to any member of the Wider Inmarsat Group, other than in
the ordinary course of business;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Inmarsat Group in or with any firm or
body or person, or any agreements, arrangements, licences, permits,
franchises or other instruments relating to such interest or
business, being terminated or adversely modified or affected;
(vi) any member of the Wider Inmarsat Group ceasing to be able
to carry on business under any name under which it presently does
so;
(vii) the financial or trading position or the value of any
member of the Wider Inmarsat Group being prejudiced or adversely
affected; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Inmarsat Group (including
any tax liability or any obligation to obtain or acquire any
Authorisation, notice, waiver, concession, agreement or exemption
from any Third Party or any other person) other than the creation
of liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Inmarsat Group is a
party, or to which any such member or any of its assets may be
bound, entitled or subject, could result in any of the events or
circumstances as are referred to in paragraphs (i) to (viii) of
this Condition;
Certain events occurring since 31 December 2017
(s) except as Disclosed, no member of the Wider Inmarsat Group
having, since 31 December 2017 :
(i) issued, agreed to issue or proposed or announced its
intention to authorise or propose the issue of additional shares or
securities of any class, or securities convertible into, or
exchangeable for or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or
transferred or sold any shares out of treasury (save as between
Inmarsat and wholly-owned subsidiaries of Inmarsat and save for
options, awards or Inmarsat Shares granted, and for any Inmarsat
Shares allotted upon exercise of options or vesting of any awards
granted under the Inmarsat Share Plans, or any redeemed, purchased
or reduced any part of its share capital);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus issue, dividend and/or
other distribution and/or other return of capital (whether payable
in cash or otherwise) other than (i) to Inmarsat or a wholly-owned
subsidiary of Inmarsat and (ii) the Final Dividend;
(iii) save for intra-Inmarsat Group transactions or pursuant to
the Acquisition, agreed, authorised, proposed or announced its
intention to propose: (i) any merger or demerger, acquisition or
disposal, transfer, mortgage, charge or the creation of any
security interest of assets or shares which is material in the
context of the Wider Inmarsat Group taken as a whole (other than in
the ordinary course of trading) or; (ii) any change in its share or
loan capital which is material in the context of the Wider Inmarsat
Group taken as a whole;
(iv) save for intra-Inmarsat Group transactions, issued,
authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or liability (actual or contingent)
which is material in the context of the Wider Inmarsat Group taken
as a whole;
(v) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital in each case to the extent which is material in the
context of the Wider Inmarsat Group taken as whole;
(vi) save for intra-Inmarsat Group transactions, acquired or
disposed of or transferred, mortgaged or encumbered any asset or
any right, title or interest in any asset (including shares in any
undertaking and trade investments) (other than in the ordinary
course of trading) in a manner which is material in the context of
the Wider Inmarsat Group taken as a whole;
(vii) entered into, varied authorised any agreement or
transactions to or otherwise announced its intention to enter into
or vary any contract, arrangement or commitment (whether in respect
of capital expenditure or otherwise) which : (i) is of a long-term
and onerous or unusual nature or magnitude or which involves or
could involve an obligation of such a nature or magnitude; (ii)
could restrict the business of any member of the Wider Inmarsat
Group; or (iii) is other than in the ordinary course of business,
and which in any case is material in the context of the Wider
Inmarsat Group taken as a whole;
(viii) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the
Wider Inmarsat Group or the Wider Bidco Group other than to a
nature and extent which is normal in the context of the business
concerned and which in any case is material in the context of the
Wider Inmarsat Group taken as a whole;
(ix) (other than in respect of a member of the Wider Inmarsat
Group which is dormant and was solvent at the relevant time)
entered into, authorised or proposed or announced its intention to
enter into any reconstruction, amalgamation, transaction or
arrangement (otherwise than in the ordinary course of business)
which is material in the context of the Wider Inmarsat Group taken
as a whole;
(x) (other than in respect of a member of the Wider Inmarsat
Group which is dormant and was solvent at the relevant time) taken
any action nor having had any steps taken or legal proceedings
started or threatened against it or petition presented or order
made for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for it to enter into any arrangement or
composition for the benefit of its creditors, or for the
appointment of a receiver, administrator, trustee or similar
officer of all or any part of its assets and revenues (or any
analogous proceedings or appointment in any overseas jurisdiction)
which is material in the context of the Wider Inmarsat Group taken
as a whole;
(xi) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business, in
each case which is material in the context of the Wider Inmarsat
Group taken as a whole;
(xii) entered into or varied to a material extent or made any
offer to enter into or vary to a material extent the terms of any
service agreement or arrangement with any of the directors of
Inmarsat otherwise than in the ordinary course of business and
consistent with past practice and Inmarsat's remuneration policy as
approved by Inmarsat Shareholders from time to time;
(xiii) waived, compromised or settled any claim which is
material in the context of the Wider Inmarsat Group taken as a
whole;
(xiv) save as required in connection with the adoption of the
Amended Inmarsat Articles, made any material alterations to its
memorandum or articles of association or other incorporation
documents;
(xv) except in relation to necessary changes made or agreed as a
result of, or arising from, changes to legislation, having made or
agreed or consented to any change to:
(A) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Inmarsat Group for
its directors, former directors, employees, former employees or
their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(D) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made to an extent which
is material in the context of the Wider Inmarsat Group taken as a
whole or in the context of the Acquisition;
(xvi) carried out any act (other than any act arising from or in
connection with the Scheme or the Acquisition):
(A) which would or could reasonably be expected to lead to the
commencement of the winding up of any pension scheme(s) established
by any member of the Wider Inmarsat Group for its directors, former
directors, employees, former employees or their dependents;
(B) which would or might create a material debt owed by an
employer to any such pension scheme;
(C) which would or might accelerate any obligation on any
employer to fund or pay additional contributions to any such
pension scheme; or
(D) which would, having regard to the published guidance of the
Pensions Regulator, give rise to a liability on a member of the
Wider Inmarsat Group to make payment to any such pension scheme
arising out of the operation of section 38 and 38A of the Pensions
Act 2004,
in each case, to an extent which is material in the context of
the Wider Inmarsat Group taken as a whole or in the context of the
Acquisition;
(xvii) to an extent which is material in the context of the
Wider Inmarsat Group, proposed, agreed to provide or modified the
terms of any share option scheme, incentive scheme, or other
benefit relating to the employment or termination of employment of
any person employed by the Wider Inmarsat Group otherwise than in
the ordinary course of business and consistent with past
practice;
(xviii) other than with the consent of Triton Bidco, taken (or
agreed or proposed to take) any action that requires, or would
require, the consent of the Takeover Panel or the approval of
Inmarsat Shareholders in accordance with, or as contemplated by,
Rule 21.1 of the Code; or
(xix) entered into or made an offer (which remains open for
acceptance) to enter into any agreement, arrangement or commitment
or passed any resolution with respect to or announced an intention
to or to propose to effect any of the transactions, matters or
events referred to in this Condition
(t) since 31 December 2017, except as Disclosed:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Inmarsat Group which in any
such case is material in the context of the Wider Inmarsat Group
taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced or
threatened by or against or remaining outstanding against any
member of the Wider Inmarsat Group and no enquiry or investigation
by or complaint or reference to any Third Party against or in
respect of any member of the Wider Inmarsat Group having been
threatened, announced or instituted or remaining outstanding which
in any such case is material in the context of the Wider Inmarsat
Group taken as a whole;
(iii) no enquiry or investigation by (or, to Inmarsat's
knowledge, complaint or reference to) any Third Party or other
investigative body having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of
the Wider Inmarsat Group, which in any case is material in the
context of the Wider Inmarsat Group taken as whole or in the
context of the Acquisition;
(iv) no contingent or other liability in respect of any member
of the Wider Inmarsat Group having arisen, become apparent or
increased or been incurred which might reasonably be expected to
adversely affect any member of the Wider Inmarsat Group in a manner
which is material in the context of the Wider Inmarsat Group;
(v) no member of the Wider Inmarsat Group having conducted its
business in breach of applicable laws and regulations and which is
material in the context of the Wider Inmarsat Group as a whole or
be material in the context of the Acquisition; and
(vi) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
licence, permit, franchise, arrangement, agreement or other
instrument held by any member of the Wider Inmarsat Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
might reasonably be expected to be material in the context of the
Wider Inmarsat Group as a whole or be material in the context of
the Acquisition;
No discovery of certain matters regarding information,
liabilities and environmental issues
(u) Triton Bidco not having discovered, save as Disclosed:
(i) that the financial, business or other information concerning
the Wider Inmarsat Group which has been disclosed prior to the date
of this Announcement by or on behalf of any member of the Wider
Inmarsat Group whether publicly (by the delivery of an announcement
to a Regulatory Information Service) or to Triton Bidco or its
professional advisers, either contains a misrepresentation of fact
or omits to state a fact necessary to make any information
contained therein not misleading in either case which is material
in the context of the Wider Inmarsat Group taken as a whole;
(ii) that any member of the Wider Inmarsat Group (or
partnership, company or other entity in which any member of the
Wider Inmarsat Group has a Significant Interest and which is not a
subsidiary undertaking of Inmarsat) is subject to any liability,
contingent or otherwise which is material in the context of the
Wider Inmarsat Group taken as a whole;
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Wider Inmarsat Group and which is material in the context of
the Wider Inmarsat Group taken as a whole;
(iv) that any past or present member of the Wider Inmarsat Group
has not complied in any material respect with any applicable
legislation or regulations of any jurisdiction or any notice or
requirement of any Third Party with regard to the use, treatment,
handling, transport, release, storage, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
which non-compliance would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of
the Wider Inmarsat Group in each case to an extent which is
material in the context of the Wider Inmarsat Group taken as a
whole;
(v) that there has been a disposal, spillage, emission,
discharge or leak of waste or hazardous substance or any substance
likely to impair the environment or harm human health on, or from,
any land or other asset now or previously owned, occupied or made
use of by any past or present member of the Wider Inmarsat Group,
or in which any such member may now or previously have had an
interest, which would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of
the Wider Inmarsat Group in each case to an extent which is
material in the context of the Wider Inmarsat Group taken as a
whole;
(vi) that there is or is likely to be any obligation or
liability (whether actual or contingent) to make good, repair,
reinstate or clean up any property now or previously owned,
occupied or made use of by any past or present member of the Wider
Inmarsat Group or in which any such member may now or previously
have had an interest under any environmental legislation or
regulation or notice, circular or order or other lawful
requirements of any Third Party in any jurisdiction in each case to
an extent which is material in the context of the Wider Inmarsat
Group taken as a whole; and
(vii) that circumstances exist (whether as a result of the
Acquisition or otherwise) which would be reasonably likely to lead
to any Third Party instituting, or whereby any member of the Wider
Bidco Group or any present or past member of the Wider Inmarsat
Group would be likely to be required to institute, an environmental
audit or take any other steps which would in any such case be
reasonably likely to result in any liability (whether actual or
contingent) to improve, modify existing or install new plant,
machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re-instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past of present members of the Wider
Inmarsat Group (or on its behalf) or by any person for which a
member of the Wider Inmarsat Group is or has been responsible, or
in which any such member may have or previously have had or be
deemed to have had an interest which, in each case, is material in
the context of the Wider Inmarsat Group taken as a whole;
Anti-corruption, sanctions and criminal property
(v) Triton Bidco not having discovered that, save as Disclosed:
(i) any past or present member, director, officer, employee or
agent of the Wider Inmarsat Group or any person that performs or
has performed services (or otherwise acts or has acted) for or on
behalf of any such company is or has at any time engaged in any
activity, practice or conduct which constitutes an offence under
the Bribery Act 2010, the United States Foreign Corrupt Practices
Act of 1977, as amended, or any other applicable anti-corruption
legislation;
(ii) any asset of any member of the Wider Inmarsat Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(iii) any past or present member, director, officer, employee,
agent, consultant or designated representative of the Wider
Inmarsat Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any activity or
business with, or made any investments in, or made any funds or
assets available to or received any funds or assets from (A) any
government, entity or individual targeted by any of the economic
sanctions administered by the United Nations or the European Union
(or any of their respective member states), or the United States;
or (B) any government, entity or individual in respect of which US
or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by US or European Union laws or regulations, including
the economic sanctions administered by the United States Office of
Foreign Asset Control or HMRC;
(iv) a member of the Inmarsat Group has engaged in any
transaction which would cause any member of the Bidco Group to be
in breach of any applicable law or regulation upon its acquisition
of Inmarsat, including the economic sanctions of the United States
Office of Foreign Assets Control or HMRC, or any government, entity
or individual targeted by any of the economic sanctions of the
United Nations, the United States, the European Union or any of its
member states; or
(v) any member of the Wider Inmarsat Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006.
Part 2: Implementation by Way of Takeover Offer
1. Triton Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer (as defined in section 974
of the Companies Act), subject to the consent of the Panel and the
terms of the Co-operation Agreement.
2. In such event, such offer will (unless otherwise consented to
by Inmarsat or required by the Panel) be implemented on the same
terms and conditions as those which would apply to the Scheme
subject to appropriate amendments to reflect the change in method
of effecting the Acquisition, which include (without limitation and
subject to the consent of the Panel) an acceptance condition set at
75 per cent. of the Inmarsat Shares to which the Takeover Offer
relates (or such lesser percentage, being more than 50 per cent.,
as Triton Bidco may decide (subject to the Panel's consent), of the
voting rights then exercisable at a general meeting of Inmarsat,
including, for this purpose, any such voting rights attaching to
Inmarsat Shares that are unconditionally allotted or issued, and to
any Treasury Shares which are unconditionally transferred out of
treasury or sold by Inmarsat, before the Takeover Offer becomes or
is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding subscription or conversion rights
or otherwise).
3. In the event that the Acquisition is implemented by way of a
Takeover Offer, the Inmarsat Shares acquired shall be acquired with
full title guarantee, fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other
third party rights and interests of any nature and together with
all rights now or hereafter attaching or accruing to them (other
than the Final Dividend).
Part 3: Certain further terms of the Acquisition
1. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
2. The Conditions contained in paragraphs 2(a), 2(b) and 3(a) to
(v) (inclusive) of Part 1 of this Appendix 1, must be fulfilled, be
determined by Triton Bidco to be or remain satisfied or (if capable
of waiver) be waived by Triton Bidco by 11.59 p.m. on the date
immediately preceding the Scheme Court Hearing, failing which the
Scheme shall lapse or if the Acquisition is implemented by way of a
Takeover Offer, no later than as permitted by the Panel.
3. To the extent permitted by law and subject to the
requirements of the Panel, Triton Bidco reserves the right in its
sole discretion to waive:
(a) the deadlines set out in the Conditions in paragraph 2 of
Part 1 of this Appendix 1 for the timing of the Court Meeting,
Inmarsat General Meeting and/or the Scheme Court Hearing. If any
such deadline is not met, Triton Bidco shall make an Announcement
by 8.00 am on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with Inmarsat to extend the deadline in relation to the relevant
Condition; and
(b) in whole or in part, all or any of the Conditions in
paragraphs 1 and 3(a) to (v) (inclusive) of Part 1 of this Appendix
1.
4. Triton Bidco shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or to
treat as fulfilled any of the Conditions contained in this Appendix
1 by a date earlier than the date specified above in the Condition
contained in paragraph 1 of Part 1 of this Appendix 1 for the
fulfilment thereof notwithstanding that the other Conditions of the
Acquisition may at such earlier date have been waived (if capable
of waiver), determined to be or remained satisfied or treated as
fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of
fulfilment.
5. The Acquisition will lapse if the Scheme or Acquisition or
any matter arising from or relating to the Acquisition becomes
subject to a CMA Phase 2 Reference before the date of the Court
Meeting.
6. If Triton Bidco is required by the Panel to make an offer or
offers for any Inmarsat Shares under the provisions of Rule 9 of
the Code, Triton Bidco may make such alterations to any of the
above Conditions as are necessary to comply with the provisions of
that Rule.
7. The Scheme and the Acquisition and any dispute or claim
arising out of, or in connection with, them (whether contractual or
non-contractual in nature) will be governed by English law and will
be subject to the jurisdiction of the Courts of England. The
Acquisition will be made on and subject to the Conditions and
further terms set out in this Appendix 1 and to be set out in the
Scheme Document. The Acquisition will be subject to the applicable
requirements of the Code, the Panel, the LSE, the FCA and the UK
Listing Authority.
8. The Scheme Shares will be acquired under the Scheme fully
paid and free from all liens, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together
with all rights attaching thereto, including the right to receive
and retain all dividends and other distributions and returns of
capital declared, paid or made with a record date on or after the
date of this Announcement (other than the Final Dividend).
9. If any dividend and/or other distribution and/or other return
of capital is proposed, authorised, announced, declared, made, paid
or becomes payable by Inmarsat in respect of an Inmarsat Share on
or after the date of this Announcement and with a record date on or
before the Scheme Record Time, other than the Final Dividend,
Triton Bidco will have the right (without prejudice to any right of
Triton Bidco, with the consent of the Panel, to invoke Condition
3(s)(ii) above) to adjust the Cash Consideration accordingly by
reference to the aggregate amount of the dividend and/or other
distribution and/or other return of capital that has been declared,
made, paid or is payable. If such dividend, other distribution
and/or other return of capital is denominated in any currency other
than US dollars, it shall for the purposes of determining the
relevant reduction be converted to US dollars using such exchange
rate as Triton Bidco shall determine, acting reasonably. If any
such dividend or other distribution or other return of capital is
paid or made after the date of this Announcement and Triton Bidco
exercises its rights described above, any reference in this
Announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so reduced. To the
extent that any such dividend, other distribution, or other return
of capital is declared, made or paid or is payable and is either
(i) transferred pursuant to the Acquisition on a basis which
entitles Triton Bidco to receive the dividend and/or other
distribution and/or other return of capital and to retain it, or
(ii) cancelled, the Cash Consideration will not be subject to
change in accordance with this paragraph 9. Any exercise by Triton
Bidco of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Scheme.
10. Under Rule 13.5 of the Code, Triton Bidco may not invoke a
Condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the Condition are of material
significance to Triton Bidco in the context of the Acquisition. The
Conditions contained in paragraphs 1, 2 and 3(e) of Part 1 of this
Appendix 1 are not subject to this provision of the Code.
11. The availability of the Acquisition to persons not resident
in the United Kingdom or the United States may be affected by the
laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom and any Inmarsat Shareholders who are not resident in the
United Kingdom will need to inform themselves about and observe any
applicable requirements. Further information in relation to
Overseas Shareholders will be contained in the Scheme Document.
12. Unless otherwise determined by Triton Bidco or required by
the Code and permitted by applicable law and regulations, the
Acquisition is not being, and will not be, made, directly or
indirectly, in, into or by the use of the mails of, or by any other
means or instrumentality (including, but not limited to, facsimile,
email or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction.
APPIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
1. The value of the existing issued and to be issued share
capital pursuant to the Acquisition is based upon the issued share
capital of Inmarsat as at 22 March 2019 (being the Business Day
prior to this Announcement), adjusted for the shares held by
Inmarsat's employee benefit trust, the dilutive effect of
in-the-money options or the vesting of awards outstanding under the
Inmarsat Share Plans, being:
(a) issued ordinary share capital of 463,480,897 Inmarsat Shares as at 22 March 2019;
(b) 76,612 Inmarsat Shares held by Inmarsat's employee benefit
trust and included in the issued ordinary share capital; and
(c) 10,546,420 Inmarsat Shares being the expected number of
ordinary shares that can be allotted pursuant to in-the-money
options or the vesting of awards outstanding under the Inmarsat
Share Plans.
2. Unless otherwise stated, all prices and Closing Prices for
Inmarsat Shares are closing middle market quotations derived from
the LSE Daily Official List (SEDOL).
3. The volume-weighted average price of an Inmarsat Share for
the 3-month period ended 18 March 2019 is derived from Bloomberg
reported volume data and estimated from the beginning of 19
December 2018 to the end of 18 March 2019 (being the Business Day
before the commencement of the Offer Period).
4. Sterling values of the Cash Value, Cash Consideration and/or
value of the Acquisition are calculated using the Announcement
Exchange Rate.
Certain figures included in this Announcement have been subject
to rounding adjustments.
APPIX 3
IRREVOCABLE UNDERTAKINGS
a. Irrevocable undertakings from Inmarsat Directors
The following Inmarsat Directors have given irrevocable
undertakings to, amongst other things, vote (or, if applicable,
procure their spouse to vote) in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the Inmarsat General
Meeting in relation to the following Inmarsat Shares currently held
by them, as well as any further Inmarsat Shares which they may
become the registered or beneficial owner of or otherwise
interested in:
Name Number of Inmarsat Percentage of issued
Shares share capital of Inmarsat
(%)
Abraham Peled 24,000 0.005
------------------- ---------------------------
Andrew Sukawaty (and
spouse) 1,199,184 0.259
------------------- ---------------------------
Antony Bates 168,155 0.036
------------------- ---------------------------
Bryan Carsberg 16,327 0.004
------------------- ---------------------------
Janice Obuchowski 7,000 0.002
------------------- ---------------------------
Phillipa McCrostie 2,000 0.000
------------------- ---------------------------
C. Robert Kehler 3,000 0.001
------------------- ---------------------------
Rupert Pearce 1,055,405 0.228
------------------- ---------------------------
Simon Bax (and spouse) 23,000 0.005
------------------- ---------------------------
Warren Finegold 30,000 0.006
------------------- ---------------------------
TOTAL 2,528,071 0.545
------------------- ---------------------------
The obligations of the Inmarsat Directors under the irrevocable
undertakings they have given shall lapse and cease to have effect
if:
-- Triton Bidco elects to exercise its right to implement the
Acquisition by way of a Takeover Offer, and the formal document
containing the terms of the offer is not sent to Inmarsat
Shareholders within 28 days (or such longer period as the Panel may
agree) of the issue of the press announcement announcing such
election;
-- the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms, provided that the reason is
not because Triton Bidco has elected to proceed by way of a
Takeover Offer rather than by way of a Scheme; or
-- the Acquisition has not become Effective by the Long Stop Date.
b. Irrevocable undertakings from other Inmarsat Shareholders
Lansdowne Partners, as investment manager of the following
holders, controllers or beneficial owners of Inmarsat Shares has
given an irrevocable undertaking that it shall or shall procure
that the registered holder of such Inmarsat Shares shall, amongst
other things, vote in favour of the Scheme at the Court Meeting and
the resolutions to be proposed at the Inmarsat General Meeting in
relation to the following Inmarsat Shares as well as any further
Inmarsat Shares which the relevant holders, controllers or
beneficial owners or their subsidiaries become the registered or
beneficial owner of or become otherwise interested in:
Name Number of Inmarsat Percentage of issued
Shares share capital of Inmarsat
Lansdowne Developed
Markets Master Fund
Limited 42,828,336 9.2%
------------------- ---------------------------
Lansdowne Developed
Markets Strategic
Investment Master
Fund Limited 6,059,111 1.3%
------------------- ---------------------------
Lansdowne Lothbury
Master Fund Limited 3,998,434 0.9%
------------------- ---------------------------
TOTAL 52,885,881 11.4%
------------------- ---------------------------
]]The irrevocable undertaking given by Lansdowne Partners will
cease to be binding if: (i) the Scheme does not become effective
or, if the Acquisition is to be implemented as a Takeover Offer,
rather than a Scheme, the Takeover Offer does not become wholly
unconditional, in either case on or before the Long Stop Date
provided that in the case of a Scheme the reason is not because
Triton Bidco has elected to proceed by way of a Takeover Offer
rather than by way or a Scheme; (ii) Triton Bidco announces that it
does not intend to proceed with a Takeover Offer and no new,
revised or replacement Scheme or Takeover Offer is announced by
Triton Bidco, or (iii) if acting in accordance with the terms of
the irrevocable undertaking, Lansdowne Partners accept or vote in
favour of a Competing Offer (as defined below). If prior to the
Scheme becoming effective or, if the Acquisition is to be
implemented as a Takeover Offer, rather than a Scheme, prior to
such Takeover Offer becoming wholly unconditional, any person other
than Triton Bidco or a person acting in concert with Triton Bidco
announces a firm intention to make an offer to acquire Inmarsat (a
"Competing Offer"), Lansdowne Partners is permitted to accept or
vote in favour of such Competing Offer provided that such Competing
Offer is: (i) at a price, or is in exchange for such number of
shares (or other securities) that in the reasonable opinion of the
Board of directors of Inmarsat having taken advice from its
financial advisers, implies a value for each Inmarsat Share that
exceeds the Cash Consideration available under the Offer by at
least 5 per cent.; and (ii) Triton Bidco has not announced a firm
intention to make a revised offer for an equivalent or improved
consideration (in the reasonable opinion of Triton Bidco's
financial advisers) to that available under such Competing Offer by
5pm on the tenth business day after the date of the announcement of
the Competing Offer. Following completion of the Court Meeting and
the General Meeting, Lansdowne Partners is permitted to transfer
its Inmarsat Shares.]]
APPIX 4
DEFINITIONS
The following definitions apply throughout this document unless
the context requires otherwise:
"Acquisition" the proposed acquisition by Triton
Bidco of the entire issued and to be
issued share capital of Inmarsat to
be implemented by the Scheme or, should
Triton Bidco so elect with the consent
of the Panel and subject to the terms
of the Co-operation Agreement, by means
of a Takeover Offer
"Amended Inmarsat Articles" the amended and restated articles of
association of Inmarsat as described
in paragraph 10 of this Announcement
which are proposed to be adopted at
the Inmarsat General Meeting
"Announcement" this announcement
"Announcement Exchange the exchange rate of GBP:$ of GBP1:
Rate" $1.3209 as on 22 March 2019 as derived
from data provided by Bloomberg
"Authorisations" authorisations, orders, recognitions,
grants, consents, licences, confirmations,
clearances, permissions and approvals
"Back-to-Back Confidentiality the back-to-back confidentiality agreements
Agreements" entered into by CPPIB and OTPP pursuant
to which they each agreed to adhere
to certain provisions of the Confidentiality
Agreement
"Barclays" Barclays Bank PLC, acting through its
investment bank
"Bidco Group" Triton Bidco and its subsidiary undertakings
"Business Day" a day (other than a Saturday or Sunday)
on which banks are open for general
business in London
"Cash Consideration" $7.09 in cash for each Inmarsat Share
"Cash Value" the aggregate value of the Cash Consideration
and the Final Dividend, on a per Inmarsat
Share basis
"Clean Team and Joint the clean team and joint defence agreement
Defence Agreement" between the Apax Funds, the Warburg
Pincus Funds, CPPIB, OTPP, Inmarsat
and their respective legal advisers
dated 21 February 2019
"Closing Price" the closing middle market quotations
of a share derived from the daily official
list of the LSE
"CMA" the Competition and Markets Authority
of the UK
"CMA Phase 2 Reference" a phase 2 referral to the CMA following
the issue of a European intervention
notice under section 67 of the Enterprise
Act 2002
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006
"Completion" the Acquisition becoming Effective
"Conditions" the conditions to the implementation
of the Acquisition (including the Scheme)
which are set out in Part 1 of Appendix
1 to this Announcement and to be set
out in the Scheme Document
"Confidentiality Agreement" the confidentiality agreement between
Apax, Warburg Pincus and Inmarsat dated
28 January 2019
"Consortium" the Apax Funds, the Warburg Pincus
Funds, CPPIB and OTPP
"Co-operation Agreement" the co-operation agreement dated 25
March 2019 between Triton Bidco and
Inmarsat and relating, among other
things, to the implementation of the
Acquisition
"CPPIB ISDA" the ISDA Master Agreement dated 19
November 2004 and the Master Confirmation
Agreement dated 2 November 2010, each
between CPPIB and Société
Générale, pursuant to which
CPPIB has entered into certain derivative
transactions in relation to Inmarsat
Shares
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting(s) of Inmarsat Shareholders
(or any class or classes thereof) to
be convened by an order of the Court
under the Companies Act, notice of
which will be set out in the Scheme
Document, to consider, and if thought
fit, approve the Scheme (with or without
amendment) including any adjournment
thereof
"Court Order" the order of the Court sanctioning
the Scheme under Part 26 of the Companies
Act
"CREST" the relevant system (as defined in
the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of
which Euroclear UK & Ireland Ltd is
the Operator (as defined in such regulations)
in accordance with which securities
may be held and transferred in uncertificated
form
"Dealing Disclosure" an announcement pursuant to Rule 8
of the Code containing details of dealings
in interests in relevant securities
of a party to an Acquisition
"Disclosed" the information fairly disclosed:
(i) by Inmarsat in its published annual
report and accounts for the financial
year ended 31 December 2017, the interim
report for the six months ended 30
June 2018, its third quarter trading
update published on 08 November 2018,
or its preliminary full year results
for the financial year ended 31 December
2018 published on 7 March 2019;
(ii) in any other public announcement
made by Inmarsat in accordance with
the Market Abuse Regulation, Listing
Rules, Disclosure Guidance and Transparency
Rules of the FCA or otherwise after
7 March 2019;
(iii) in filings made with the Registrar
of Companies and appearing on Inmarsat's
file at Companies House within the
last two years;
(iv) by or on behalf of Inmarsat to
Triton Bidco (or its respective officers,
employees, agents or advisers in their
capacity as such) (including all matters
fairly disclosed in the written replies,
correspondence, documentation and information
provided in an electronic data room
or sent to any member of the Wider
Bidco Group or any of their professional
advisers during the due diligence process
and whether or not in response to any
specific request for information by
any member of the Wider Bidco Group)
prior to the date of this Announcement;
or
(v) in this Announcement
"Effective" means in the context of the Acquisition:
(i) if the Acquisition is implemented
by way of a Scheme, the Scheme having
become effective pursuant to its terms;
or
(ii) if the Acquisition is implemented
by way of a Takeover Offer, such offer
having become or been declared unconditional
in all respects in accordance with
its terms
"Effective Date" the date on which the Scheme becomes
Effective pursuant to its terms or,
if Triton Bidco elects to implement
the Acquisition by way of a Takeover
Offer, the date on which such Takeover
Offer becomes or is declared unconditional
in all respects
"Equity Commitment Letter" the equity commitment letter entered
into between the members of the Consortium
and Triton Bidco and dated 25 March
2019
"FCA" the Financial Conduct Authority
"Final Dividend" has the meaning given to it in paragraph
2 of this Announcement
"Forms of Election" the forms of election for use by Scheme
Shareholders electing to receive their
Cash Consideration in Sterling
"Forms of Proxy" the forms of proxy for use at the Court
Meeting and the Inmarsat General Meeting
which shall accompany the Scheme Document
"IMSO" the International Mobile Satellite
Organisation
"Inmarsat" or the "Company" Inmarsat plc, incorporated in England
with registered number 04886072
"Inmarsat Convertible the $650,000,000 convertible bonds
Bonds" due 2023 issued by Inmarsat
"Inmarsat Directors" or the board of directors of Inmarsat
"Inmarsat Board" and "Inmarsat Director" means any of
them
"Inmarsat General Meeting" the general meeting of Inmarsat Shareholders
to be convened in connection with the
Scheme, notice of which will be set
out in the Scheme Document, to consider,
and if thought fit, approve various
matters in connection with the Acquisition,
including any adjournment thereof
"Inmarsat Group" Inmarsat and its direct and indirect
subsidiary undertakings
"Inmarsat Scrip Dividend the scheme operated by Inmarsat pursuant
Scheme" to which certain Inmarsat Shareholders
may elect to receive new Inmarsat Shares
rather than cash in respect of dividends
announced by Inmarsat
"Inmarsat Share Plans" the Inmarsat Executive Share Plan,
the Inmarsat 2014 Sharesave Plan, the
Inmarsat 2014 International Sharesave
Plan, the Inmarsat 2014 Share Incentive
Plan and the Inmarsat Employee Stock
Purchase Plan
"Inmarsat Shareholders" holders of Inmarsat Shares
"Inmarsat Shares" ordinary shares of EUR0.0005 each in
the capital of Inmarsat
"Interim Facilities Agreement" an interim facilities agreement, incorporating:
(i) an interim term loan facility in
an aggregate amount equal to USD 3,625,000,000;
and (ii) an interim multi-currency
revolving facility in an aggregate
amount equal to USD 600,000,000, entered
into between, among others, Triton
Midco (Guernsey) Limited, Triton Bidco
and Triton Finco SARL (each in various
capacities), Bank of America, N.A.,
Bank of America, N.A. and UBS AG, Stamford
Branch and Barclays Bank Plc on or
before the date hereof
"J.P. Morgan Cazenove" J.P. Morgan Securities plc, which conducts
its UK investment banking business
as J.P. Morgan Cazenove
"Lansdowne Partners " Lansdowne Partners (UK) LLP
"Listing Rules" the listing rules issued by the UK
Listing Authority pursuant to Part
6 of the Financial Services and Markets
Act 2000
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 11:59 p.m. on 10 December 2019 unless
the Conditions set out in paragraphs
3(a) to 3(q) (inclusive) of Part 1
of Appendix 1 have not been satisfied
and/or waived, and Completion has not
occurred, in each case by 10 December
2019, in which case it shall be 11:59
p.m. on 13 March 2020; or such later
date as may be agreed in writing by
Triton Bidco and Inmarsat (with the
Panel's consent and as the Court may
approve (if such approval(s) are required))
"Main Market" The Main Market of the LSE
"Market Abuse Regulation" Regulation (EU) No. 596/2014 of the
European Parliament and the Council
of 16 April 2014 on market abuse
"Merger Regulation" Council Regulation (EC) No. 139/2004
"Offer Period" the offer period (as defined by the
Code) relating to Inmarsat, which commenced
on 19 March 2019
"Official List" the official list maintained by the
UK Listing Authority pursuant to Part
6 of the Financial Services and Markets
Act 2000
"Opening Position Disclosure" an announcement pursuant to Rule 8
of the Code containing details of interests
or short positions in, or rights to
subscribe for, any relevant securities
of a party to the Acquisition
"Overseas Shareholders" Inmarsat Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom and United States
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"PRA" the Prudential Regulation Authority
"Public Services Agreement" the public services agreement between
certain members of the Inmarsat Group
and IMSO
"Registrar of Companies" the Registrar of Companies in England
and Wales
"Regulatory Information a primary information provider which
Service" has been approved by the FCA to disseminate
regulated information
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Acquisition is sent or made available
to Inmarsat Shareholders in that jurisdiction
"Scheme" or "Scheme of the scheme of arrangement in connection
Arrangement" with the Acquisition proposed to be
made under Part 26 of the Companies
Act between Inmarsat and the holders
of the Scheme Shares to be set out
in the Scheme Document, with or subject
to any modification, addition or condition
approved or imposed by the Court
"Scheme Court Hearing" the hearing of the Court to sanction
the Scheme
"Scheme Document" the document to be sent to Inmarsat
Shareholders setting out, amongst other
things, the Scheme and notices convening
the Court Meeting and the Inmarsat
General Meeting
"Scheme Record Time" the time and date specified as such
in the Scheme Document, expected to
be 6.00 p.m. on the Business Day immediately
preceding the Effective Date or such
other time as Triton Bidco and Inmarsat
may agree
"Scheme Shareholders" holders of Scheme Shares and a "Scheme
Shareholder" shall mean any one of
those Scheme Shareholders
"Scheme Shares" the Inmarsat Shares:
(i) in issue at the date of the Scheme
Document and which remain in issue
at the Scheme Record Time;
(ii) (if any) issued after the date
of the Scheme Document but before the
Voting Record Time and which remain
in issue at the Scheme Record Time;
and
(iii) (if any) issued at or after the
Voting Record Time but at or before
the Scheme Record Time on terms that
the holder thereof shall be bound by
the Scheme or in respect of which the
original or any subsequent holders
thereof are, or have agreed in writing
to be, bound by the Scheme and, in
each case, which remain in issue at
the Scheme Record Time
excluding, in any case, any Treasury
Shares, at the Scheme Record Time
"Significant Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of (i) the total voting rights
conferred by the equity share capital
(as defined in section 548 of the Companies
Act) of such undertaking or (ii) the
relevant partnership interest
"subsidiary" and "subsidiary have the meanings given to them in
undertaking" the Companies Act
"Takeover Offer" has the meaning given in section 974
of the Companies Act
"Third Party" any central bank, government, government
department or governmental, quasi-
governmental, supra-national, statutory,
administrative, environmental, investigative
or regulatory body, authority (including
any national or supranational antitrust
or merger control authority), court,
trade agency, association, institution
or professional or environmental body
in any jurisdiction including, for
the avoidance of doubt, the Panel
"Treasury Shares" Inmarsat Shares held as treasury shares
as defined in section 724(5) of the
Companies Act
"Triton Bidco" Triton Bidco (Guernsey) Limited a company
incorporated in Guernsey with company
number 66187
"UBS" UBS AG London Branch
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"UK Listing Authority" the Financial Conduct Authority when
it is exercising its powers under Part
6 of the Financial Services and Markets
Act 2000 as amended
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America, the District of
Columbia, and all other areas subject
to its jurisdiction
"Voting Record Time" the time and date specified in the
Scheme Document by reference to which
entitlement to vote at the Court Meeting
will be determined, expected to be
6.30 p.m. on the day which is two Business
Days before the date of the Court Meeting
or if the Court Meeting is adjourned,
6.30 p.m. on the day which is two Business
Days before such adjourned meeting
"Wider Bidco Group" Triton Bidco, the members of the Consortium
and such Consortium members' subsidiaries,
subsidiary undertakings, associated
undertakings and any other body corporate,
partnership, joint venture or person
in which Triton Bidco and/or all such
undertakings (aggregating their interests)
have a Significant Interest
"Wider Inmarsat Group" Inmarsat and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other body corporate, partnership,
joint venture or person in which Inmarsat
and all such undertakings (aggregating
their interests) have a Significant
Interest
"GBP" or "Sterling" pounds sterling, the lawful currency
for the time being of the UK and references
to "pence" and "p" shall be construed
accordingly
"$" or "dollars" US dollars, the lawful currency of
the United States and references to
"cents" and "c" shall be construed
accordingly
"C$" Canadian dollars, the lawful currency
of Canada
All times referred to are London time unless otherwise
stated.
All references to statutory provision or law or to any order or
regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
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
OFFGDGDXISDBGCU
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