21.03.2006 17:36:00
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SES GLOBAL to Buy Back 7 Million Shares as Part of GE Capital's Placement of 35 Million SES GLOBAL Shares
SES GLOBAL (PINK SHEETS:SGBAF)(EURONEXT:SESG)(LuxX:SESG), theworld's premier satellite operator, announces that affiliates of GECapital have given notice of their intention to sell approximately 35million Class C shares in SES GLOBAL. After conversion, the shareswill be delivered to investors in the form of FDRs (FiduciaryDepositary Receipts) representing voting Class A Shares. The FDRs arecurrently traded on Euronext Paris (SESG FP) and the Luxembourg StockExchange (SESG LX).
As part of the secondary offering, and in execution of itsexisting share buyback programme, SES GLOBAL announces its intentionto re-purchase 7 million FDRs, at the offering price less placementcommission. In addition, SES GLOBAL intends to repurchase 3.5 millionClass B shares (1 Class B share for each 2 FDRs purchased), at a priceequivalent to 40% of today's closing price of the FDRs on EuronextParis, in order to maintain the relative proportions of share classes,in accordance with the Company's articles.
The offering will be made through an accelerated bookbuiltoffering to international institutional investors. GE Capital hasappointed Morgan Stanley as Lead Manager and Bookrunner of theoffering.
Based on the current number of shares in issue, the offeringrepresents approximately 5.1 per cent of the voting interests andapproximately 6.4 per cent of the economic interest in SES GLOBAL.Upon completion, and taking into account the re-purchase andforthcoming cancellation, GE Capital's retained shareholding will beapproximately 15.2 per cent of the voting interest and 19.1 per centof the economic interest.
GE originally obtained its position in SES GLOBAL in 2001 as aresult of the acquisition of GE Americom by SES GLOBAL. By agreementwith Morgan Stanley, the retained shares will be subject to customary90 day lockup provisions after the current sale. GE Capital iscurrently contemplating a variety of possible transactions relating tothe disposition of all or part of its remaining shareholding in SESGlobal. Such transactions may involve SES Global and preliminarydiscussions are taking place between SES Global and GE Capital.Transactions currently under review may include such transactions as arepurchase of shares or an exchange of ordinary shares for preferredshares or debt of the company (either of which would be subject toapproval by the company's Board and shareholders). GE Capital hasinformed SES Global that it would expect to arrange any significantshare transaction in an orderly fashion and in consultation with thecompany.
The sale of these shares in the market as FDRs is expected tobring the free float (post the re-purchase) to approximately 289.4million shares, an increase of 11%. The free float (defined as FDRs asa proportion of the outstanding economic shares) will rise to 53.5%from 23% prior to the listing on Euronext Paris in May 2004. Theparticipation in the offering is undertaken in the context of SESGlobal's strategic objective of achieving an optimal balance sheetleverage and to deliver shareholder value through investment in growthinitiatives, increasing dividend payments, and implementing its sharebuyback and cancellation programme.
A presentation associated with this transaction is available onour website, www.ses-global.com and contains updated future capitalexpenditure projections which incorporate the Ciel-2 satelliteprocurement programme, which was announced on 16 March 2006.
The foregoing is subject to the cautionary statements providedbelow.
About SES GLOBAL
SES GLOBAL (PINK SHEETS:SGBAF)(EURONEXT:SESG)(LuxX:SESG) whollyowns two market-leading satellite operators, SES ASTRA in Europe, andSES AMERICOM in the US. The Company also holds strategicparticipations in AsiaSat in Asia, Star One in Latin America, and SESSirius in Europe. Americom Government Services provides networksolutions and bandwidth to the US government and its contractors. SESGLOBAL can provide outstanding satellite communications solutions viaa fleet of 38 satellites across the globe. Additional information onSES GLOBAL is available at: www.ses-global.com
THIS PRESS RELEASE IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANOFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN. THIS PRESSRELEASE DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATIONOF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITEDSTATES OR ANY OTHER JURISDICTION. THE SECURITIES REFERRED TO HEREINHAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED, AND WILL NOT BE OFFERED OR SOLD INTHE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROMREGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THEUNITED STATES.
This communication is for distribution only to and is directedonly at persons who (i) have professional experience in mattersrelating to investments falling within Article 19(5) of the FinancialServices and Markets Act 2000 (Financial Promotion) Order 2005 (asamended, the "Financial Promotion Order"), (ii) are persons fallingwithin Article 49(2)(a) to (d) ("high net worth companies,unincorporated associations etc") of the Financial Promotion Order,(iii) are outside the United Kingdom, or (iv) are persons to whom aninvitation or inducement to engage in investment activity (within themeaning of section 21 of the Financial Services and Markets Act 2000)in connection with the issue or sale of shares may otherwise lawfullybe communicated or caused to be communicated (all such personstogether being referred to as "relevant persons"). This document mustnot be acted on or relied on by persons who are not relevant persons.Any investment or investment activity to which this document relatesis available only to relevant persons and will be engaged in only withrelevant persons. Any investment decision to buy securities in theplacing must be made solely on the basis of publicly availableinformation, which has not been independently verified by GE Capitalor Morgan Stanley.
This communication is not being distributed in the context of apublic offer in France within the meaning of Article L. 411-1 of theFrench Monetary and Financial Code (Code monetaire et financier).Accordingly, the securities mentioned in this communication are notand will not be offered to the public in France, except to (i)qualified investors (investisseurs qualifies) and/or a restrictedgroup of investors (cercle restreint d'investisseurs), in each case,acting for their own account, all as defined in, and in accordancewith, Articles L. 411-1, L. 411-2, D. 411-1 and D. 411-2 of the FrenchMonetary and Financial Code and/or (ii) persons providing portfoliomanagement investment services acting for third parties.
All statements in this release other than historical facts areforward-looking statements. Forward-looking statements involve knownand unknown risks, uncertainties and other important factors thatcould cause actual results to differ. These forward-looking statementsspeak only as at the date of this release.
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