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Inmarsat PLC (ISAT)

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Friday 10 May, 2019

Inmarsat PLC

Results of Court Meeting and General Meeting

RNS Number : 7189Y
Inmarsat PLC
10 May 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.

10 May 2019

RECOMMENDED CASH ACQUISITION

of

Inmarsat plc ("Inmarsat")

by

Connect Bidco Limited ("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

Results of Court Meeting and Inmarsat General Meeting

On 25 March 2019, the boards of Inmarsat and Bidco announced that they had agreed the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of Inmarsat by Bidco (the "Acquisition") to be implemented by way of a Court-sanctioned scheme of arrangement of Inmarsat under Part 26 of the Companies Act (the "Scheme"), which requires, amongst other things, the approval of Inmarsat Shareholders and the sanction of the Court.

Inmarsat announces that the Court Meeting to consider the Scheme and the Inmarsat General Meeting to consider the Special Resolution relating to the Acquisition were each held today and the Scheme and the Special Resolutions were approved by the requisite majorities, as set out in further detail below.

Details of the resolutions passed are set out in the notices of the Court Meeting and Inmarsat General Meeting contained in Parts 11 and 12 (respectively) of the scheme document published on 18 April 2019 containing the full terms and Conditions of the Acquisition (the "Scheme Document").

The total number of Inmarsat Shares in issue as at the Voting Record Time was 463,580,610 carrying one vote each. Therefore, the total voting rights in Inmarsat as at the Voting Record Time were 463,580,610 Inmarsat Shares. The detailed voting results in relation to the Court Meeting and the Inmarsat General Meeting are summarised below.

Number of Scheme Shareholders voting and votes cast at Court Meeting

The results of the poll at the Court Meeting held on 10 May 2019 were as follows:

 

Number of

Scheme

Shares

voted

% of Scheme Shares voted

Number of Scheme Shareholders who voted

% of Scheme Shareholders who voted

Number of Scheme Shares voted as a % of the issued ordinary share capital

FOR

229,162,107

78.95

484

77.07

49.43

AGAINST

61,091,352

21.05

144

22.93

13.18

TOTAL

290,253,459

100

628

100

62.61

 

Number of Inmarsat Shareholders voting and votes cast at Inmarsat General Meeting

The results of the poll at the Inmarsat General Meeting held on 10 May 2019 were as follows:

 

No. of Inmarsat Shareholders voting

No. of Inmarsat Shares voted

% of votes cast

FOR*

473

229,543,103

78.97

AGAINST

148

61,116,724

21.03

WITHHELD**

13

40,753

 

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' and 'Against' the Special Resolution.

A copy of the Special Resolution passed at the Inmarsat General Meeting will be submitted to the National Storage Mechanism and will be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

Next steps and timetable

The outcome of today's meetings means that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of the Scheme Document) have been satisfied.

The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document). Subject to the Scheme receiving the sanction of the Court, the filing of the Court Order with the Registrar of Companies and the satisfaction or, where applicable, the waiver of the other Conditions, the Scheme is expected to become effective in the fourth quarter of 2019.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 12 of the Scheme Document. If any of the key dates and/or times set out in the timetable change, Inmarsat will give notice of this change by issuing an announcement through a Regulatory Information Service, and, if required by the Panel, by posting notice of the change(s) to Inmarsat Shareholders and persons with information rights.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Inmarsat plc

 

 

Alison Horrocks

 

Tel: +44 20 7728 1626

Jon Sinnatt

 

Tel: +44 20 7728 1935

Rob Gurner

 

Tel: +44 20 7728 1518

 

 

J.P. Morgan Cazenove  

 

 

 

Tel: +44 (0) 20 7742 4000

Hugo Baring

 

 

Charles Harman

 

 

Adam Laursen

 

 

James Summer

 

 

 

PJT Partners

 

 

Tel: +44 (0) 20 3650 1100 / +1 212 364 7800

Simon Lyons

 

 

Scott Matlock

 

 

Jim Murray

 

 

Jonathan Hall

 

 

 

 

 

Credit Suisse

 

Tel: +44 (0) 20 7888 8888

Cathal Deasy

 

 

Eric Federman

 

 

Antonia Rowan

 

 

Ben Deary

 

 

 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

The Acquisition is made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and conditions of the Scheme, including details of how to vote in respect of the Acquisition. Inmarsat urges Inmarsat Shareholders to read the Scheme Document carefully because it contains important information in relation to 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 Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange ("LSE") and the Financial Conduct Authority ("FCA").

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 matters in this announcement 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.

Publication on Website

A copy of this announcement will be made available on Inmarsat's website at https://investors.inmarsat.com and Bidco's website at http://inmarsatbidcoinfo.com by no later than 12 noon (London time) on 13 May 2019 (being the first Business Day following the date of this announcement). Neither the contents of Inmarsat's website nor Bidco's website are incorporated into or form part of this announcement.

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.

 


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