REG-Eutelsat Group Eutelsat S.A. Announces the Success of Its Offering of €600 Million Senior Notes Due 2029

Eutelsat Communications SAAnnouncement

28/03/2024 07:00

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Eutelsat S.A. Announces the Success of Its Offering of €600 Million Senior
Notes Due 2029

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE
IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT
TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES
IS BEING MADE IN THE UNITED STATES.

 

Eutelsat S.A. (Paris:ETL) (LSE:ETL) (the “Company”) announced today the
success of its offering (the “Offering”) of €600 million in aggregate
principal amount of senior notes due 2029 (the “New Notes”).

The New Notes will bear interest at an annual rate of 9.750% and will be
issued at a price of 100% of their par value.

The Company intends to use the gross proceeds from the Offering, together with
cash on hand, to (i) fund the repurchase of its €800 million 2.00% bonds due
2025 (ISIN: FR0013369493) (the “Existing Notes”) in its previously
announced tender offer (the “Tender Offer”, and together with the
Offering, the “Transactions”) (ii) redeem the remaining Existing Notes at
their principal amount on the maturity date of the Existing Notes and (iii)
pay the fees and expenses in connection with the Transactions.

The issuance of the New Notes and the settlement of the Tender Offer are
expected to take place on April 8, 2024, subject to customary conditions.

Important notice

This press release constitutes a public disclosure of inside information under
Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No
2016/1055 (10 June 2016).

The New Notes will be offered to only to non-U.S. persons in offshore
transactions outside the United States pursuant to Regulation S under the U.S.
Securities Act of 1933, as amended (the “Securities Act”) and in the
United States to qualified institutional buyers pursuant to Rule 144A under
the Securities Act, subject to prevailing market and other conditions. The
Tender Offer is being made only to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act. There is no assurance that
the Transactions will be completed or, if completed, as to the terms on which
it is completed. The New Notes have not been registered under the Securities
Act or the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or unless pursuant to an
applicable exemption from the registration requirements of the Securities Act
and any other applicable securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be unlawful.

The New Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”).

The New Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor (as defined above) in the United Kingdom. The expression “retail
investor” in relation to the United Kingdom means a person who is one (or
more) of the following: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 and any rules or regulations made thereunder to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA.

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Prospectus Regulation or otherwise.
The offer and sale of the New Notes will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a prospectus
for offers of securities.

In the United Kingdom, this announcement is directed only at (i) persons
having professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”), or (ii) high net worth entities
falling within Article 49(2)(a) to(d) of the Order, or (iii) persons to whom
it would otherwise be lawful to distribute them, all such persons together
being referred to as “Relevant Persons.” The New Notes are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such New Notes will be engaged in only with, Relevant Persons.

MiFID II professionals/ECPs-only/ No PRIIPs KID – Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail investors in EEA.

UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID – Manufacturer target
market (UK MIFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No UK PRIIPs key
information document (KID) has been prepared as not available to retail
investors in the United Kingdom.

Neither the content of the Company’s website nor any website accessible by
hyperlinks on the Company’s website is incorporated in, or forms part of,
this announcement. The distribution of this announcement into certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Forward-looking statements

This press release may include forward-looking statements. These
forward-looking statements can be identified by the use of forward-looking
terminology, including the terms “believes”, ‟estimates”,
‟anticipates”, “expects”, “intends”, “may”, “will” or
“should” or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include all matters
that are not historical facts and include statements regarding the Company’s
or its affiliates’ intentions, beliefs or current expectations concerning,
among other things, the Company’s or its affiliates’ results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Readers are
cautioned that forward-looking statements are not guarantees of future
performance and that the Company’s or its affiliates’ actual results of
operations, financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those made in or
suggested by the forward-looking statements contained in this press release.
In addition, even if the Company’s or its affiliates’ results of
operations, financial condition and liquidity, and the development of the
industries in which they operate are consistent with the forward-looking
statements contained in this press release, those results or developments may
not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement
are made as of the date hereof and the Company undertakes no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.



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Eutelsat S.A.


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