REG-Eutelsat Group Eutelsat S.A. Announces the Results of the Tender Offer
04/04/2024 08:30
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Eutelsat S.A. Announces the Results of the Tender Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1993, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH
OR DISTRIBUTE THIS ANNOUNCEMENT.
EUTELSAT S.A.
(a joint-stock company (société anonyme) established under the laws of the
Republic of France)
(THE “COMPANY”)
ANNOUNCES THE RESULTS OF THE TENDER OFFER
TO THE QUALIFYING HOLDERS OF ITS OUTSTANDING
€800,000,000 2.00 PER CENT. BONDS DUE 2025 (OF WHICH €800,000,000 ARE
CURRENTLY OUTSTANDING) (ISIN: FR0013369493) (THE “EXISTING NOTES”);
TO TENDER ANY AND ALL OF THE EXISTING NOTES FOR PURCHASE FOR CASH ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET OUT IN FULL IN THE TENDER OFFER MEMORANDUM
This notice must be read in conjunction with the tender offer memorandum dated
25 March 2024 (the “Tender Offer Memorandum”). Capitalised terms used in
this notice and not otherwise defined herein shall have the meanings ascribed
to them in the Tender Offer Memorandum.
On 25 March 2024, the Company announced the launch of a Tender Offer to
Qualifying Holders (as defined in the Tender Offer Memorandum). Under the
terms of the Tender Offer, Qualifying Holders (subject to offer restrictions)
were invited to tender their Existing Notes for purchase by the Company for a
cash amount, equal to the Tender Consideration and the Accrued Interest Amount
upon the terms and conditions of the Tender Offer as described in the Tender
Offer Memorandum.
The Tender Offer expired at 5.00 p.m. Paris time on 3 April 2024.
Final results of the Tender Offer
The Company is pleased to announce the final results of the Tender Offer as
follows:
Aggregate principal amount of Existing Notes tendered and accepted for
purchase: €623,400,000
Accrued Interest in respect of Existing Notes tendered and accepted for
purchase: 1.03279%
Aggregate principal amount of Existing Notes that remains outstanding after
the Settlement Date: €176,600,000
Any charges, costs and expenses charged by the Qualifying Holders intermediary
shall be borne by such Qualifying Holders.
The acceptance for purchase by the Company of Existing Notes validly tendered
pursuant to the Tender Offer is at the sole discretion of the Company and is
subject, without limitation, to, and conditional upon, on or before the
Settlement Date, the settlement of the issue of the New Notes to the
satisfaction of the Company (the “Transaction Condition”). The Company is
entitled to waive the Transaction Condition at its sole and absolute
discretion.
Settlement
The Settlement Date is expected to take place on 8 April 2024, on which date
the Company will pay the Tender Consideration and the Accrued Interest Amount
to the Qualifying Holders who have validly tendered for purchase their
Existing Notes under the Tender Offer and whose tenders have been accepted.
Contact Information
The Company:
Eutelsat S.A.
32 Boulevard Gallieni
92130 Issy-les-Moulineaux
France
The Dealer Managers of the Tender Offer are:
BNP Paribas Crédit Agricole Corporate and Investment Bank Société Générale
12 place des États-Unis
16, boulevard des Italiens
Immeuble Basalte
75009 Paris
CS 70052 92 547 Montrouge Cedex
France
17 Cours Valmy, CS 50318, 92972 Paris
France
La Défense Cedex
France
Attention: Liability Management Group
Attn: Liability Management
Telephone: +33 1 55 77 78 94
Tel: +44 207 214 5903
Email: liability.management@bnpparibas.com
Attn: Liability Management
(mailto:liability.management@bnpparibas.com)
Email: liability.management@ca-cib.com
(mailto:liability.management@ca-cib.com)
Tel: +33 1 42 13 32 40
Email: liability.management@sgcib.com (mailto:liability.management@sgcib.com)
The Information Agent for the Tender Offer will be:
BNP Paribas Securities Services Business Line
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France
Tel: +33 1 40 14 14 30
Email: paris.bp2s.information.agent@bnpparibas.com
(mailto:paris.bp2s.information.agent@bnpparibas.com)
The Tender Agent for the Tender Offer will be:
BNP Paribas Securities Services Business Line
9, rue du Débarcadère
93500 Pantin
France
Attn: Corporate Trust Services
Tel: +33 1 40 14 14 30
Fax: +33 1 57 43 31 38
Email: paris.bp2s.offers@bnpparibas.com
(mailto:paris.bp2s.offers@bnpparibas.com)
OFFER RESTRICTIONS
The distribution of this notice or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
notice comes are required by each of the Company, the Dealer Managers, the
Tender Agent and the Information Agent to inform themselves about, and to
observe, any such restrictions. Please also see the Tender Offer Memorandum
for a fuller description of such restrictions.
No action has been or will be taken in any jurisdiction in relation to the
Tender Offer that would permit a public offering of securities.
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