NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.
15 September 2016: Inmarsat plc (LSE: ISAT.L) (“Inmarsat”) announces the pricing of an offering of debt securities by Inmarsat Finance plc, a wholly-owned subsidiary of the company. Inmarsat will issue $400 million of 6.500% Senior Notes due 2024 (the “Notes”) at an issue price of 100.00%. The Notes pay a coupon of 6.500% per annum and are guaranteed on a senior unsecured basis by Inmarsat Group Limited and on a senior subordinated and unsecured basis by Inmarsat Investments and certain of its subsidiaries. Inmarsat intends to use the proceeds to repay the EIB facility (approximately $107 million) and the remainder for general corporate purposes. The Notes will be issued on 22 September 2016, subject to customary closing conditions.
The issuance of the Notes will conclude Inmarsat’s intended near-term financing activity and follows the recent successful issuance of the new convertible bond due 2023 and the repurchase of the existing convertible bond due 2017. Across the Notes and new convertible bond, Inmarsat has raised total proceeds of $1,050,000,000 on attractive terms. The net proceeds of this activity will further strengthen Inmarsat’s financial position and support its existing strategy of continued investment in innovation and the delivery of global mobile satellite service solutions, where Inmarsat continues to see opportunities for sustained profitable growth.
This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or in any other jurisdiction. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be sold in the United States absent an exemption from the registration requirement of such act. The Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to (i) qualified institutional buyers pursuant to Rule 144A under the Securities Act and (ii) non-US persons outside the United States in compliance with Regulation S under the Securities Act.
The offering of the Notes is addressed to, and directed in member states of the European Economic Area (the “EEA”) which have implemented the Prospectus Directive (the “Prospectus Directive”) at, persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (directive 2003/71/EC, as amended) (“qualified investors”). In addition, in the United Kingdom, the offering of the Notes is directed only at qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) qualified investors falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated under the Order (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons in the United Kingdom or qualified investors elsewhere in the EEA as the case may be. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons or qualified investors as the case may be.
Certain statements in this announcement constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those projected in the forward-looking statements. These factors include: general economic and business conditions; changes in technology; timing or delay in signing, commencement, implementation and performance of programmes, or the delivery of products or services under them; structural change in the satellite industry; relationships with customers; competition; and ability to attract personnel. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this announcement. We undertake no obligation to update or revise any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances.
This announcement is not an offer for sale of securities nor shall it constitute an offer to sell, or the solicitation of an offer to buy, and there shall not be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Inmarsat Finance plc has not registered, and does not intend to register, any portion of the offering, and does not intend to conduct a public offering of securities.