8th Nov 2019 10:05
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
8 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
Following discussions with the Court with respect to the time it may need to prepare for and hear representations by interested parties, Inmarsat announces that it has rescheduled the 12 November Court Hearing. It will now take place on 28 and 29 November 2019.
Currency Election Deadline
The new deadline for making a valid Currency Election is hereby extended to 6.00 p.m. (London time) on 28 November 2019. If the Court Hearing does not conclude on 28 November 2019, Inmarsat will make an announcement to extend the deadline for making a valid Currency Election to 6.00 p.m. on 29 November 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 28 November 2019. Therefore, the timetable below shows the expected timing of events for the following scenarios: (i) the Court Hearing concludes and the Court hands down its judgment on 28 November 2019; and (ii) the Court Hearing concludes and the Court hands down its judgment on 29 November 2019.
A further announcement will be made by Inmarsat on 28 November 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 Hearing concludes on 28 November 2019(1) | Expected time/date if Court Hearing concludes on 29 November 2019(2) |
Court Hearing to sanction the Scheme | Thursday 28 November 2019 | Thursday 28 November and Friday 29 November 2019 |
Court Judgment | Thursday 28 November 2019 | Friday 29 November 2019 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Inmarsat Shares | Thursday 28 November 2019 | Friday 29 November 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 Thursday 28 November 2019 | 6.00 p.m. on Friday 29 November 2019 |
Scheme Record Time | 6.00 p.m. on Thursday 28 November 2019 | 6.00 p.m. on Friday 29 November 2019 |
Suspension of trading in Inmarsat Shares | around 7.30 a.m. on Friday 29 November 2019 | N/A |
Effective Date of the Scheme | Friday 29 November 2019 | Saturday 30 November 2019 |
Delisting of Inmarsat Shares | By 8.00 a.m. on Monday 2 December 2019 | By 8.00 a.m. on Monday 2 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 | Friday 13 December 2019 | Friday 13 December 2019 |
(1) These dates assume the Court Hearing concludes and the Court hands down its judgment on 28 November 2019.
(2) These dates assume the Court Hearing concludes and the Court hands down its judgment on 29 November 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:
InmarsatAlison 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 EdwardsJames 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 11 November 2019 (being 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.
Related Shares:
Inmarsat