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Eutelsat Communications — Capital/Financing Update 2024
Apr 4, 2024
1313_iss_2024-04-04_14c001d9-a8cf-4e91-a75d-fbe544364ff9.pdf
Capital/Financing Update
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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.
4 April 2024
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 | Société Générale |
|---|---|---|
| 16, boulevard des Italiens | Investment Bank | Immeuble Basalte |
| 75009 Paris | 12 place des États-Unis | 17 Cours Valmy, CS 50318, |
| France | CS 70052 92 547 Montrouge | 92972 Paris |
| Cedex | La Défense Cedex | |
| France | France | |
| Attention: Liability Management | ||
| Group | ||
| Telephone: +33 1 55 77 78 94 | Attn: Liability Management | Attn: Liability Management |
| Email: | Tel: +44 207 214 5903 | Tel: +33 1 42 13 32 40 |
liability.management@bnpparibas. com
Email: [email protected]
Email: [email protected]
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: [email protected]
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: [email protected]
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.