Governance

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 

Post-offer undertakings in relation to the acquisition of Inmarsat plc, now Inmarsat Global Holdings Limited (“Inmarsat”) by Connect Bidco Limited

Report in compliance with Rule 19.5(h) of the Takeover Code

Background

In relation to the acquisition by Connect Bidco Limited ("Bidco") of Inmarsat, which was effected by way of scheme of arrangement under Part 26 of the Companies Act 2006 on 4 December 2019, each of Inmarsat and Bidco gave post-offer undertakings under Rule 19.5 of the Code (each a “Post-Offer Undertaking” and together the “Post-Offer Undertakings”) pursuant to an RNS announcement dated 1 November 2019 (the “POU Announcement”), an extract of which is attached to this report as Appendix A. 

Pursuant to Rule 19.5(e) of the Code, each of Bidco and Inmarsat must comply with the terms of the Post-Offer Undertakings it has given for the period of three years from the Effective Date. 

This report is provided in accordance with Rule 19.5(h) of the Code, pursuant to which Bidco and Inmarsat must submit written reports to the Panel at such intervals (of not more than 12 months) as the Panel may require in relation to its compliance with the Post-Offer Undertakings it has given. 

Unless otherwise defined in this report, terms used in this report shall have the same meanings given to them in the POU Announcement.

Submission

1. Throughout the period from the Effective Date to the date hereof (the “Relevant Period”), the Inmarsat Group maintained its headquarters in the UK by Inmarsat occupying one or more buildings in the UK, one of which buildings was publicly designated as the Inmarsat Group’s headquarters and one of which was the registered office of Inmarsat. For the entirety of the Relevant Period, the relevant building was located at 99 City Road, London, United Kingdom. 
2. Throughout the Relevant Period, Bidco did not permit any transfer, transaction or arrangement as a result of which it would have ceased to Control the Inmarsat Group in circumstances where the Inmarsat Group would have, immediately following such cessation of Control by Bidco, continued to be under the Control of the Consortium, any member or members of the Consortium and/or any of their respective Affiliates. 

This report is submitted to the Panel in accordance with rule 19.5(h) of the Code and has been approved by Bidco and  Inmarsat. 

Enquiries

Bidco: Julie Foster  +44 (0) 7471 992907 

Inmarsat: Jonathan Sinnatt  +44 (0) 7889 605272 

APPENDIX A - POST-OFFER UNDERTAKINGS 

Bidco and Inmarsat are pleased to announce the terms of certain legally binding post-offer undertakings, as set out in this announcement, that have been agreed with the Panel and are conditional on the occurrence of the Effective Date. 

Post-Offer Undertakings 

Bidco and Inmarsat make the following post-offer undertaking pursuant to Rule 19.5 of the Code, subject to the qualifications and conditions set out below (each of the post-offer undertakings in paragraphs 1 and 2 being a “Post-Offer Undertaking” and together the "Post-Offer Undertakings"). 

1. Throughout the period of three years from the Effective Date, Bidco undertakes to procure, and Inmarsat undertakes, that the Inmarsat Group shall maintain its headquarters in the UK by Inmarsat occupying one or more buildings in the UK, one of which buildings shall be publicly designated as the Inmarsat Group's headquarters and one of which shall be the registered office of Inmarsat.
2. Bidco undertakes that throughout the period for which the Post-Offer Undertaking in paragraph 1 applies, it will not permit any transfer, transaction or arrangement as a result of which it would cease to Control the Inmarsat Group in circumstances where the Inmarsat Group would, immediately following such cessation of Control by Bidco, continue to be under the Control of the Consortium, any member or members of the Consortium and/or any of their respective Affiliates.  

Qualification and Condition 

Subject to consulting the Panel in advance and obtaining the Panel's consent to rely on such qualification or condition pursuant to Rule 19.5(f) of the Code, each of the Post-Offer Undertaking will no longer apply if and to the extent that the Panel determines that Bidco or Inmarsat (as the case may be) is unable to comply with the relevant Post-Offer Undertaking as a result of an event, act or circumstance beyond the control of the Consortium, Bidco or Inmarsat. 

The obligations on Bidco and Inmarsat in respect of the Inmarsat Group shall, subject to consulting the Panel in advance and obtaining the Panel's consent to rely on such qualification and condition pursuant to Rule 19.5(f) of the Code, subsist only for so long as Bidco, the Consortium, any member or members of the Consortium and/or any of their respective Affiliates retains Control of the Inmarsat Group. 

Definitions and Interpretation 

The following definitions and interpretations apply for the purposes of this announcement and the Post-Offer Undertaking: 

"Acquisition"	means the proposed acquisition by Bidco of the entire issued and to be issued share capital of Inmarsat;
"Affiliate"	means, in respect of any person:  a) any person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with that person from time to time;  b) any funds and/or vehicles managed and/or advised by that person or any person falling within (a) above;  c) any funds and/or vehicles managed and/or advised by the person (the “Manager”) that manages or advises that person; and  d) any funds and/or vehicles managed and/or advised by the Manager’s Affiliates within the meaning of (a) above;
"Bidco"	means Connect Bidco Limited, a company incorporated in Guernsey with company number 66187;
"Code"	means the City Code on Takeovers and Mergers;
"Companies Act"	means the Companies Act 2006, as amended from time to time;
"Consortium"	means the consortium of (i) funds advised by Apax Partners LLP; (ii) funds advised by Warburg Pincus LLC or its affiliates; (iii) Canada Pension Plan Investment Board; and (iv) Ontario Teachers’ Pension Plan Board;
"Control"	Means with respect to a person or business  a) direct or indirect ownership of or control over more than 50% of the voting and/or equity securities (or the economic participation therein) of such person or business;  b) the direct or indirect right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such person or business; or  c) the direct or indirect right to manage, or direct the management of, on a discretionary basis, the business, affairs and/or assets of such person or business,  and:  i. a general partner of a limited partnership is deemed to Control that limited partnership and all undertakings under the Control of that limited partnership;  ii. a manager of a fund is deemed to Control that fund and all undertakings under the Control of that fund; and  iii. any person which is a subsidiary undertaking of another person shall be deemed to be Controlled by that second person;
"Effective"	means, in the context of the Acquisition:   a) if the Acquisition is implemented by way of a Scheme, the Scheme having become effective in accordance with its terms; or   b) 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"	means the date on which the Acquisition becomes Effective;
"Inmarsat"	means Inmarsat plc, incorporated in England with registered number 04886072;
"Inmarsat Group"	means Inmarsat and its direct and indirect subsidiary undertakings from time to time;
"Panel"	means the UK Panel on Takeovers and Mergers;
"procure"	includes taking, continuing to take and preserving the ability to take steps to secure a relevant outcome, including (without prejudice to the aforesaid) by obtaining from any person or entity enforceable obligations and commitments to act and enforcing such obligations and commitments;
"Scheme"	means the proposed scheme of arrangement under Part 26 of the Companies Act to implement the Acquisition;
"subsidiary undertaking"	has the meaning given in Section 1162 of the Companies Act;
"Takeover Offer"	should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Inmarsat and, where the context admits, any subsequent revision, variation, extension or renewal of such offer; and
"UK"	means the United Kingdom of Great Britain and Northern Ireland.

Further Information regarding the Post-Offer Undertakings 

The Post-Offer Undertakings set out in this announcement are in a form acceptable to the Panel, are legally binding commitments and, should the Effective Date occur, each of Bidco and Inmarsat must comply with the terms of each relevant Post-Offer Undertaking for the time period set out therein. 

Bidco and Inmarsat will be required to submit periodic reports to the Panel, in accordance with the provisions of Rule 19.5(h) of the Code, in respect of the Post-Offer Undertakings. 

Website Publication 

A copy of this announcement will be made available on Inmarsat's website at https://inmarsat.com and on Bidco's website at http://inmarsatbidcoinfo.com.