REG-Eutelsat Group Contemplated Capital Increase of € 1.35 Billion, to Secure the Execution of Eutelsat Long-Term Strategic Vision, Anchored by the French State and Other Reference Shareholders
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Contemplated Capital Increase of € 1.35 Billion, to Secure the Execution of
Eutelsat Long-Term Strategic Vision, Anchored by the French State and Other
Reference Shareholders
Eutelsat (ISIN: FR0010221234 - Euronext Paris / London Stock Exchange: ETL)
announces a Contemplated capital increase of € 1.35 billion, anchored by key
reference shareholders, to secure the execution of long-term strategic vision.
Strong market momentum in the LEO-enabled connectivity market with significant
long-term value creation potential
Eutelsat is one of only two global operators with active commercial LEO (Low
Earth Orbit) fleets and with a clear differentiation, being the only one
exclusively focused on the B2B and B2G markets. While the global satellite
connectivity market is expected to increase by 12% per annum between 2025 and
2029, the global LEO B2B connectivity market, valued at over $2.1 billion in
2025(1), is expected to grow at a 28% CAGR through 2029 and multiply its
current size fivefold over the next eight years, offering significant short to
long-term growth potential.
The LEO revolution, both technological and industrial, has brought satellite
communications into a new era, delivering affordable and ubiquitous
connectivity at scale, with unprecedented customer experience for satcoms.
This unlocks a huge market potential, from bridging the digital divide across
all customer segments on a global basis, to unlocking numerous new use cases,
such as mobility over land, sea and air. Barriers to entry into LEO – in
particular access to, and the requirement to share spectrum secured by
Eutelsat - mean only a limited number of players will participate in the
massive growth ahead, creating compelling conditions for value creation.
Eutelsat, the only GEO-LEO operator, and the only European operator with a
fully operational LEO network, uniquely positioned to capture the momentum in
the connectivity market
Eutelsat is uniquely positioned to capture this market opportunity, thanks to
its legacy, fully-invested high cash-flow generating GEO business, its
operational scale, commercial momentum, and targeted focus on professional and
institutional use cases. Since its acquisition of OneWeb, it has expanded its
coverage – now expected to be fully achieved in calendar year-end 2026,
secured regulatory approvals in many addressable markets, developed its
distribution network and improved its offer with consistent service levels, as
evidenced by a backlog of €3.7bn revenues, mostly coming from Connectivity.
Going forward, Eutelsat leadership will build upon its operations improvements
(e.g. hosted payloads, additional deployment of Satellite Network Portals) a
differentiated go-to-market model (focused on B2B/B2G), a resilient GEO-LEO
offering, and a strong European anchoring. Its priority spectrum rights grant
Eutelsat a unique benefit in the exploitation of spectrum resources and
coordination with other LEO players.
As the only European operator with a fully operational LEO network, Eutelsat
is positioned to play a strategic role in supporting critical sectors such as
military communications, cyber-resilience, and secure government connectivity,
fully aligned with European Union and NATO objectives for strategic autonomy.
The landmark 10-year framework agreement announced earlier this week with
France’s Ministry of the Armed Forces, aimed at strengthening the
integration of civilian and military assets (Nexus program), for a maximum
amount of €1 billion, illustrates the strategic role of the LEO
constellation in France’s model for sovereign defense and space
communications.
Moreover, with its role as the largest private investor in the European
Union’s IRIS² (Infrastructure for Resilience, Interconnectivity and
Security by Satellite) program, the public-private partnership aiming to build
a multi-orbit constellation delivering secure communication services to the EU
and its Member States, Eutelsat confirms its status as a central player in
assuring Europe’s space and connectivity sovereignty.
€1.35 billion equity capital increase to be executed by year-end to fulfill
strategic plan and longer-term ambitions
Eutelsat is contemplating raising €1.35 billion of capital by way of (i) a
reserved capital increase of €716 million at a price per share of €4
corresponding to a +32%(2) premium to the 30-day-VWAP of the shares as
computed on Euronext Paris (the “Reserved Capital Increase”), which would
be subscribed by the French State via the Agence des Participations de
l’Etat (“APE”)(3), Bharti Space Limited, CMA CGM, and Le Fonds
Stratégique de Participations (“FSP”), and (ii) a rights issue of €634
million (the “Rights Issue”), which would be subscribed for their rights
by the above investors.
Prior to the approval of the Reserved Capital Increase by Eutelsat’s
shareholders, the APE will acquire the shares of the Company currently held by
Bpifrance Participations, at a price per share equal to the subscription price
of the Reserved Capital Increase. Consequently, the Board member representing
Bpifrance Participations would be replaced by a representative of the French
State.
This capital increase would represent a pivotal step in Eutelsat’s strategic
and financing roadmap, enabling the execution of its strategic vision. Coupled
with a dedicated debt refinancing plan, this capital increase will reinforce
the Company’s financial flexibility by accelerating its deleveraging and
support investment in its existing Low Earth Orbit (LEO) capabilities and the
future IRIS² constellation. On the back of the forthcoming capital increase,
Eutelsat would reduce its leverage to c. 2.5x(4) by year-end FY’2025-26, and
would be well placed to tap debt capital markets, raise export credit
financing and extend its bank debt maturities in order to fully cover the
financing needs of its medium-term plan.
The French State via the APE, Bharti Space Limited, CMA CGM, and FSP (together
the “Reserved Capital Increase Investors”) have entered into commitments
to subscribe to the Reserved Capital Increase and the Rights Issue pro-rata
their shareholding post the Reserved Capital Increase. Such commitments are
subject to, inter alia, shareholders’ approvals at an Extraordinary
Shareholders’ Meeting to be held around the end of the third quarter of
calendar 2025, customary regulatory approvals, as well as the execution, under
mutually acceptable conditions, of an amended, non-concerting shareholders’
agreement reflecting the ownership structure post Reserved Capital Increase.
The capital increase has been unanimously approved by the Eutelsat Board
members present or represented. Subject to the above, the Reserved Capital
Increase Investors have also committed to vote in favor of the transaction at
the extraordinary shareholders’ meeting (which would implement the
governance(5) changes in connection with the Reserved Capital Increase and
during which the Company will also request new authorisations for the Rights
Issue) and to maintain their share ownership until the launch of the Rights
Issue.
The Reserved Capital Increase and the Rights Issue are expected to be
completed by the end of calendar 2025 at the latest.
The Reserved Capital Increase would be subscribed by the French State via APE
for €526.4 million, Bharti Space Limited for €31.4 million, CMA CGM for
€100.4 million, and FSP for €57.8 million.
Discussions are ongoing with other interested investors, including His
Majesty’s Government(6), which could join the capital raise in due course.
Following the two transactions, and subject to participation from investors,
the French State would hold a stake of 29.99% of the capital and voting
rights, while Bharti Space Limited, CMA CGM and FSP would respectively hold
18.70%, 7.81% and 5.22% of the share capital and voting rights, being
specified that the Reserved Capital Increase Investors would not be in a
position to launch a public takeover.
Financial outlook: solid growth and an industry-leading margin
Eutelsat demonstrates some of the most attractive growth and profitability
prospects in the sector, with revenue expected to range between €1.5 and
€1.7 billion by the end of FY’2028–29(7), supported by the strong
momentum of LEO revenues, which are significantly outperforming the market.
Operating leverage is expected to drive mid-to-high-single-digit percentage
point improvements in EBITDA margin(8), resulting in a margin of at least 60%
by FY’2028-29. In the longer-term (post FY’2028-29), B2B connectivity
market is expected to pursue its growth at a double-digit rate, mostly driven
by LEO market expansion.
For FY’2025-26(9,) Eutelsat targets revenues in line with, and an adjusted
EBITDA margin slightly below, those of FY’2024-25, notably due to the impact
of Russian sanctions in the Video Business. Benefitting from commercial
momentum, LEO revenues are expected to grow by 50% year-on-year.
Eutelsat confirms its objectives for FY’2024-25, to be published on 5th
August, of Operating Vertical Revenues around the same level as FY’2023-24
and an adjusted EBITDA margin slightly below the level of FY’2023-24. Gross
capital expenditure is expected in a range of €500-600 million.
Gross capital expenditures are expected to reach approximately €1.0 to
€1.1 billion in fiscal year 2025–26, reflecting the timing of key
milestones— including the order of an initial batch of 100 additional
satellites starting in December 2024, as well as the procurement of 340 more
satellites for the current LEO constellation. From 2025–26 onwards, gross
capex will be focused on LEO activities, in line with the Group’s strategic
vision, primarily for the Gen-1 follow-on program (with a total envelope of
€2 billion between 2024–25 and 2028–29). Gross capex will also be
deployed for GEO operations to ensure service continuity.
Lastly, a gross capital expenditure envelope of around €2 billion will be
allocated to the deployment of IRIS(2), for the essential starting from
2027–28 onwards.
The abovementioned capital increases would secure Eutelsat’s deleveraging
path, with Net Debt/EBITDA estimated at c.2.5x by year-end FY’2025-26,
ensuring a robust and self-funded financing structure.
Jean-François Fallacher, CEO of Eutelsat Group, stated: “Eutelsat enters a
new chapter, centered on the deployment of LEO, a major innovative and
technological revolution for the Satellite industry. Thanks to its
differentiated GEO-LEO positioning and global coverage, Eutelsat is ready to
become a central player in the development of the European sovereign space of
tomorrow. I welcome the contemplated capital increase which will give Eutelsat
the requisite financing to implement its strategic roadmap. I am grateful for
the support of the French State and the ongoing commitment of our other anchor
shareholders – Bharti, CMA CGM and FSP and thank them for their
confidence.”
Eric Lombard, Minister for the Economy, Finance and Industrial and Digital
Sovereignty, stated: “The French State is proud to contribute to
strengthening Eutelsat’s capital structure and support the company at
pivotal stage of its development. This transaction reflects our strong
commitment towards a major player in satellite connectivity — a strategic
sector at the heart of Europe’s digital sovereignty — while fostering
remarkable potential for technological innovation and sustainable economic
growth.
Through this transaction, France reaffirms its determination to build,
together with the company and its European partners, a competitive, resilient,
and sovereign space industry, particularly around the IRIS² program, which is
a key pillar of our strategic autonomy.
We are convinced that the company’s solid fundamentals — its recognized
expertise in geostationary orbit, its innovative solutions in low Earth orbit,
its committed team, and its ambitious vision — are the foundations for
lasting success. Eutelsat is opening a new chapter in its history, and the
State will be fully present to help write it alongside the company.”
+++ENDS+++
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE EU
MARKET ABUSE REGULATION 596/2014, AS AMENDED AND THE UK MARKET ABUSE
REGULATION.
Note: Goldman Sachs Bank Europe SE, Ravel & Co. and Rothschild & Co.
are acting for Eutelsat in connection with the transaction. Bredin Prat and
Linklaters are acting as legal counsels to Eutelsat.
About Eutelsat Group
Eutelsat Group is a global leader in satellite communications, delivering
connectivity and broadcast services worldwide. The Group was formed through
the combination of the Company and OneWeb in 2023, becoming the first fully
integrated GEO-LEO satellite operator with a fleet of 34 Geostationary
satellites and a Low Earth Orbit (LEO) constellation of more than 600
satellites. The Group addresses the needs of customers in four key verticals
of Video, where it distributes more than 6,500 television channels, and the
high-growth connectivity markets of Mobile Connectivity, Fixed Connectivity,
and Government Services. Eutelsat Group’s unique suite of in-orbit assets
enables it to deliver integrated solutions to meet the needs of global
customers. The Company is headquartered in Paris and the Eutelsat Group
employs more than 1,500 people across more than 50 countries. The Group is
committed to delivering safe, resilient, and environmentally sustainable
connectivity to help bridge the digital divide. The Company is listed on the
Euronext Paris Stock Exchange (ticker: ETL) and the London Stock Exchange
(ticker: ETL). Find out more at www.eutelsat.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.eutelsat.com&esheet=54279648&newsitemid=20250619019564&lan=en-US&anchor=www.eutelsat.com&index=1&md5=1c9a0d0fc591d1548935b32136f9eb05)
DISCLAIMER
The forward-looking statements included herein are for illustrative purposes
only and are based on management’s views and assumptions as of the date of
this press release. Such forward-looking statements involve known and unknown
risks. For illustrative purposes only, such risks include but are not limited
to: risks related to the health crisis; operational risks related to satellite
failures or impaired satellite performance, or failure to roll out the
deployment plan as planned and within the expected timeframe; risks related to
the trend in the satellite telecommunications market resulting from increased
competition or technological changes affecting the market; risks related to
the international dimension of the Group's customers and activities; risks
related to the adoption of international rules on frequency coordination and
financial risks related, inter alia, to the financial guarantee granted to the
Intergovernmental Organization's closed pension fund, and foreign exchange
risk. Eutelsat Communications expressly disclaims any obligation or
undertaking to update or revise any projections, forecasts or estimates
contained in this press release to reflect any change in events, conditions,
assumptions, or circumstances on which any such statements are based, unless
so required by applicable regulation. The information contained in this press
release is not based on historical fact and should not be construed as a
guarantee that the facts or data mentioned will occur. This information is
based on data, assumptions and estimates that the Group considers as
reasonable.
No communication and no information in respect of the transaction referred to
in this press release may be distributed to the public in any jurisdiction
where a registration or approval is required. No steps have been or will be
taken in any jurisdiction (other than France and United Kingdom) where such
steps would be required. The issue, subscription for or purchase of Eutelsat
Communications’ securities may be subject to specific legal or regulatory
restrictions in certain jurisdictions. Eutelsat Communications assumes no
responsibility for any violation of any such restrictions by any person.
This press release is not and should not be construed as a prospectus within
the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the “Prospectus Regulation”) or
Prospectus Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).
In the context of the transaction, the Company will make available to its
shareholders the preparatory documents and information in accordance with the
French Commercial Code, including the report of the Board of Directors prior
to the holding of the proposed ordinary and extraordinary general meeting. In
accordance with the Prospectus Regulation and the UK Prospectus Regulation,
the Company will also make available: (a) a French voluntary prospectus
relating to the rights issue prepared in accordance with the Prospectus
Regulation that will be submitted for the approval of the French financial
markets authority (Autorité des marchés financiers) in connection with the
public offering in France and the admission on Euronext Paris of the new
shares issued in the rights issue, (b) an information document prepared in
accordance with Annex IX of the Prospectus Regulation and to be made available
pursuant to Article 1(5)(bbis) of the Prospectus Regulation relating to the
admission on Euronext Paris of the new shares issued in connection with the
reserved capital increases, and (c) a prospectus prepared in accordance with
the Prospectus Regulation Rules of the Financial Conduct Authority (“FCA”)
made under section 73(A) of the Financial Services and Markets Act 2000 and to
be approved by the FCA, in respect of the applications for the new shares to
be issued in connection with the reserved capital increases and the rights
issue to be admitted to the equity shares (international commercial companies
secondary listing) segment of the Official List of the FCA and to trading on
the London Stock Exchange’s main market for listed securities.
With respect to the member States of the European Economic Area other than
France (the “Member States”), no action has been undertaken or will be
undertaken to make an offer to the public of securities requiring the
publication of a prospectus in any Member States. As a result, any securities
of Eutelsat Communications may only be offered in Member States (i) to
qualified investors, as defined by the Prospectus Regulation; (ii) to fewer
than 150 natural or legal persons per Member State, other than qualified
investors (as defined in the Prospectus Regulation) ; or (iii) in any other
circumstances, not requiring Eutelsat Communications to publish a prospectus
as provided under Article 1(4) of the Prospectus Regulation; and provided that
none of the offers mentioned in paragraphs (i) to (iii) above requires the
publication of a prospectus by Eutelsat Communications pursuant to Article 3
of the Prospectus Regulation, or a supplement to the Prospectus Regulation
pursuant to Article 23 of the Prospectus Regulation.
With respect to the United Kingdom, no action has been undertaken or will be
undertaken to make an offer to the public of securities requiring the
publication of a prospectus in the United Kingdom. As a result, any securities
of Eutelsat Communications may only be offered in the United Kingdom (i) to
qualified investors, as defined under Article 2 of the UK Prospectus
Regulation; (ii) to fewer than 150 natural or legal persons, other than
qualified investors (as defined under Article 2 of the UK Prospectus
Regulation); or (iii) in any other circumstances falling within Section 86 of
the Financial Services and Markets Act 2000 (the “FSMA”), provided that no
such offer shall require Eutelsat Communications to publish a prospectus
pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to
Article 23 of the UK Prospectus Regulation.
This press release and any other materials in relation to the securities of
Eutelsat Communications have not been made, and have not been approved, by an
“authorised person” within the meaning of section 21(1) of the Financial
Services and Markets Act 2000. As a consequence, this press release is
directed only at persons who (i) are located outside the United Kingdom, (ii)
are investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the “Order”), or (iii) are high net worth body corporates, unincorporated
associations or partnerships, trustees of a high value trust and other persons
to whom it may be lawfully communicated within Article 49(2)(a) to (e) of the
Order (all such persons mentioned in paragraphs (i), (ii) and (iii)
collectively being referred to as “Relevant Persons”). Any securities are
intended only for Relevant Persons and no invitation, offer or agreements to
subscribe, purchase or acquire the securities may be proposed or made other
than with Relevant Persons. Any person other than a Relevant Person may not
act or rely on this press release or any provision thereof. This press release
is not a prospectus which has been approved by the Financial Conduct Authority
or any other United Kingdom regulatory authority within the meaning of Section
85 of the FSMA.
This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States.
Securities may not be offered, subscribed or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements thereof. The securities in
respect thereof have not been and will not be registered under the U.S.
Securities Act and Eutelsat Communications does not intend to make a public
offer of its securities in the United States.
The distribution of this press release in certain countries may constitute a
breach of applicable law.
The information contained in this press release does not constitute an offer
of securities for sale in the United States, Canada, Australia or Japan.
Goldman Sachs Bank Europe SE (« GSBE ») and Rothschild & Co ( acting
exclusively for Eutelsat Communications and no one else in connection with the
proposed transaction and will not regard any other person as its respective
clients and will not be responsible to anyone other than Eutelsat
Communications for providing the protections afforded to its respective
clients in connection with the proposed transaction or otherwise, nor for
providing any advice in relation to the proposed transaction, the content of
this press release or any transaction, arrangement or other matter referred to
herein.
None of GSBE or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this press release (or whether
any information has been omitted from this press release) or any other
information relating to Eutelsat Communications, its subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this announcement or its contents or otherwise arising in
connection therewith.
(1 )Market value and growth figures sourced from Euroconsult and Novaspace
(2) Volume Weighted Average Price over the last 30 trading days, €3.02 as at
close of June 18 (Source: Bloomberg)
(3) The French Government to invest via Agence des Participations de l’Etat
(“APE”) vehicle
(4) After impact from passive ground segment partial disposal of €0.5bn
(5) At this stage, the non-concert agreement would provide the Investors in
the Reserved Capital Increase a board representation, proportional to their
shareholding (with half of the board composed of independent directors).
(6) via The Secretary of State for Science, Innovation and Technology of the
United Kingdom.
(7) After impact from passive ground segment partial disposal.
(8) Including an estimated annualized adjusted EBITDA impact of €(75-80)m
due to passive ground segment partial disposal.
(9) Before impact from passive ground segment partial disposal.
Media enquiries
Joanna Darlington
Tel. +33 674 521 531
joanna.darlington@eutelsat.net
(mailto:joanna.darlington@eutelsat.net)
Anita Baltagi
Tel. +33 643 930 178
anita.baltagi@eutelsat.net
(mailto:anita.baltagi@eutelsat.net)
Katie Dowd
Tel. +1 202 271 2209
katie.dowd@eutelsat.net
(mailto:katie.dowd@eutelsat.net)
Investors
Joanna Darlington
Tel. +33 674 521 531
joanna.darlington@eutelsat.net
(mailto:joanna.darlington@eutelsat.net)
Hugo Laurens-Berge
Tel. +33 670 80 95 58
hugo.laurens-berge@eutelsat.net (mailto:hugo.laurens-berge@eutelsat.net)
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