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Inmarsat PLC (ISAT)

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Wednesday 27 November, 2019

Inmarsat PLC

Update on Court Hearing and Timetable

RNS Number : 8777U
Inmarsat PLC
27 November 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 November 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) Canada Pension Plan Investment Board; and (iv) Ontario Teachers' Pension Plan Board

Update on Court Hearing and Timetable of Principal Events

Further to the announcement made by Inmarsat on 8 November 2019, to accommodate pressure on the Court listing schedule, the Court Hearing has been rescheduled from 28 and 29 November 2019 to 3 and 4 December 2019.

Currency Election Deadline

The new deadline for making a valid Currency Election is hereby extended to 6.00 p.m. (London time) on 3 December 2019. If the Court Hearing does not conclude on 3 December 2019, Inmarsat will make an announcement to extend the deadline for making a valid Currency Election to 6.00 p.m. on 4 December 2019. Any Currency Election which has been validly made by any Inmarsat Shareholder will remain active.

Any Inmarsat Shareholders who wish to make, amend or withdraw a Currency Election should read Part 7 of the Scheme Document. Unless a valid Currency Election is received by the Currency Election deadline, Inmarsat Shareholders will receive their Cash Consideration under the Scheme in US dollars.

Updated Timetable of Principal Events

An updated timetable of principal events is set out at the end of this announcement. As noted above, the Court Hearing has been listed for two days. It is possible, however, that the Court hands down its judgment on 3 December 2019. Therefore, the timetable below shows the expected timing of events for the following scenarios: (i) the Court hands down judgment and sanctions the Scheme on 3 December 2019; and (ii) the Court hands down judgment and sanctions the Scheme on 4 December 2019.

A further announcement will be made by Inmarsat on 3 December 2019 to provide an update on the progress of the Court Hearing.

If any further changes to the below timetable are required, an updated timetable will be announced by Inmarsat through a Regulatory Information Service in due course.

Event

Expected time/date if Court hands down judgment and sanctions the Scheme on 3 December 2019(1)

Expected time/date if Court   hands down judgment and sanctions the Scheme  4 December 2019(2)

Court Hearing to sanction the Scheme

Tuseday 3 December 2019

Tuesday 3 December and Wednesday 4 December 2019

Court Judgment

Tuseday 3 December 2019

Wednesday 4  December 2019

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Inmarsat Shares

Tuesday 3 December 2019

Wednesday 4 December 2019

Latest time for receipt of the green Form of Election or TTE Instructions and disablement of Inmarsat Shares in CREST

6.00 p.m. on Tuesday 3 December 2019

6.00 p.m. on Wednesday 4 December 2019

Scheme Record Time

6.00 p.m. on Tuesday 3 December 2019

6.00 p.m. on  Wednesday 4 December 2019

Suspension of trading in Inmarsat Shares

around 7.30 a.m. on Wednesday 4 December 2019

around 7.30 a.m. on Thursday 5 December 2019

Effective Date of the Scheme

Wednesday 4 December 2019

Thursday 5 December 2019

Delisting of Inmarsat Shares

By 8.00 a.m. on Thursday 5 December 2019

By 8.00 a.m. on Friday 6 December 2019

Long Stop Date

10 December 2019(3)

10 December 2019(3)

Latest date for despatch of US dollar or Sterling cheques in respect of Cash Consideration and for settlement of Cash Consideration through CREST in US dollar or Sterling or other form of payment

Wednesday 18 December 2019

Thursday 19 December 2019

(1)                   These dates assume the Court hands down judgment and sanctions the Scheme on 3 December 2019.

(2)                   These dates assume the Court hands down judgment and sanctions the Scheme on 4 December 2019.

(3)                   This date may be extended to such date as Inmarsat and Bidco may, with the consent of the Panel, agree and the Court (if required) may allow.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document dated 18 April 2019.

Enquiries:

Inmarsat
Alison Horrocks

Jon Sinnatt

Rob Gurner

Rob Walker (Headland)

Stephen Malthouse (Headland)


+44 20 7728 1626

+44 20 7728 1935

+44 20 7728 1518

+44 20 3805 4805

+44 20 3805 4844

J.P. Morgan Cazenove (Financial Adviser to Inmarsat)

Hugo Baring

Charles Harman

Jonty Edwards
James Summer

 

 

 +44 20 7742 4000

PJT Partners (Financial Adviser to Inmarsat)

Simon Lyons

Scott Matlock

Jim Murray

Jonathan Hall

 

+44 20 3650 1100 / +1 212 364 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 is made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and conditions of the Scheme.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

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

Important notices about financial advisers

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Inmarsat and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Inmarsat for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

PJT Partners (UK) Limited ("PJT Partners") which is authorised and regulated by the FCA in the United Kingdom is acting exclusively for Inmarsat and no one else in connection with the matters described herein and will not be responsible to anyone other than Inmarsat for providing the protections afforded to clients of PJT Partners or for providing advice in connection with the matters described herein. Neither PJT Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, any statement contained herein or otherwise.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Inmarsat and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Inmarsat for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Publication on website

A copy of this announcement will be available on Inmarsat's website at https://investors.inmarsat.com/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement.

The content of Inmarsat's website is not incorporated into and does not form part of this announcement.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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