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Inmarsat PLC (ISAT)

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Wednesday 04 December, 2019

Inmarsat PLC

Change of Control Notice

RNS Number : 7058V
Inmarsat PLC
04 December 2019
 

4 December 2019

NOTICE TO BONDHOLDERS

 

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVISERS.

 

INMARSAT PLC[1]

(a company incorporated with limited liability under the laws of England under number 04886072)

(the "Issuer")

CHANGE OF CONTROL NOTICE

to the holders of the

USD650,000,000 3.875 per cent. Convertible Bonds due 2023 (ISIN: XS1486508887)

(the "Bonds") of the Issuer presently outstanding

 

Capitalised terms used in this Notice and not otherwise defined herein shall, unless the context requires otherwise, have the meaning given to them in the trust deed dated 9 September 2016 constituting the Bonds (as amended or supplemented, the "Trust Deed").

This notice is delivered to you in respect of the Bonds pursuant to Condition 6.8 (Change of Control) to notify you that a Change of Control occurred on 4 December 2019, when the scheme of arrangement relating to the acquisition of the entire issued share capital of the Issuer (the "Acquisition") by Connect Bidco Limited ("Bidco") which is owned by a consortium of (i) funds advised by Apax, (ii) funds advised by Warburg Pincus or its affiliates, (iii) Canada Pension Plan Investment Board and (iv) Ontario Teachers' Pension Plan Board came into effect.

Pursuant to Conditions 6.1 (Conversion Period and Conversion Price) and 6.9 (Procedure for exercise of Conversion Rights), a Bondholder can exercise its Conversion Rights in respect of its Bonds by complying with the procedures set out in the Trust Deed and the Global Certificate representing such Bonds, including the delivery of a Conversion Notice.

Furthermore, pursuant to Condition 7.5 (Redemption at the Option of Bondholders upon a Chance of Control), a Bondholder has 60 calendar days from the date of this Notice to notify the Issuer that the Bondholder requires the Issuer to redeem its Bonds on the Change of Control Put Date (at the principal amount of the relevant Bonds together with accrued and unpaid interest up to (but excluding) such date), by, amongst other things, delivering a Change of Control Put Exercise Notice. The Change of Control Put Date is 20 February 2020.

As required by Condition 6.8 (Change of Control): (i) the Conversion Price immediately prior to the occurrence of the Change of Control was USD13.4093; (ii) the indicative Change of Control Conversion Price based on such Conversion Price is USD4.6459 (but, for the avoidance of doubt, the actual Change of Control Conversion Price applicable to a particular exercise of Conversion Rights will be the Conversion Price as at the relevant Conversion Date adjusted in accordance with Condition 6.3(j) (Adjustment of Conversion Price)); (iii) the Volume Weighted Average Price of the Ordinary Shares (as derived from the Relevant Stock Exchange), as at 3 December 2019 (being the latest practicable date prior to the publication of this Notice), was 543.5274 pence; and (iv) the last day of the Change of Control Period is 2 February 2020.

Any Ordinary Shares of the Issuer issued to Bondholders following an exercise of Conversion Rights will automatically be transferred to Bidco in consideration of the payment by Bidco of USD7.09 in cash for each such Ordinary Share of the Issuer, in accordance with the Issuer's articles of association.

You are also reminded that as set out in the announcement made by Bidco on 13 May 2019, Bidco has made an offer to the holders of Bonds and the deadline for accepting this offer is 11 December 2019 unless Bidco announces otherwise. Please refer to the terms of the offer for further information which is available on the Issuer's website at http://www.investors.inmarsat.com and Bidco's website at http://inmarsatbidcoinfo.com.

This Notice is given by the Issuer.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY ALISON HORROCKS, CHIEF CORPORATE AFFAIRS OFFICER OF INMARSAT PLC.

 

 

[1]      Legal Entity Identifier: 213800QU7UAKT6KMRF41


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