LUXEMBOURG–(BUSINESS WIRE)– SES S.A. (Euronext Paris:SESG) (LuxX:SESG) announces the completion of the capital raising to fund the acquisition of the remaining shares in O3b Networks, as announced 26 May 2016. The total gross proceeds from the capital raising amounts to EUR 908.8 million.
SES will issue 39,857,600 million new Fiduciary Depositary Receipts (FDRs) at a price of EUR 19.0. The number of new FDRs represents 11.6% of the existing number of total Class A shares. The Private Placement (“The Placement”) is part of a capital increase in which the existing Class B shareholders (Banque et Caisse d’Epargne de l’Etat, Société Nationale de Crédit et d’Investissement and Etat du Grand-Duché de Luxembourg) have agreed to subscribe for 19,928,800 newly-issued Class B shares, pro rata to their existing holding of Class B shares, as is necessary to maintain the ratio of 1:2 with the Class A shares, as provided in SES’s articles of association.
These new shares will rank pari passu with the existing A-shares and B-shares. Class B shares have 40% of the economic rights of Class A shares. As a result of the capital raising, the total number of shares will increase from 515.40 million to 575.19 million, and the total number of economic shares will increase from 412.32 million to 460.15 million.
SES will use the proceeds raised to fund the total consideration of USD 730 million to increase its ownership of O3b to 100%. The transaction is subject to regulatory approvals which are expected to be completed during H2 2016. SES will also use around USD 300 million to repay O3b’s most expensive debt facilities, leading to a reduction in annual financing costs after initially covering any repayment charges.
The settlement-delivery and the admission of the new FDRs on Euronext Paris and the Luxembourg Stock Exchange (on the same line as SES’s existing shares, ISIN Code: LU0088087324) is expected to take place on 31 May 2016. A Listing Prospectus is expected to be approved by the Commission de Surveillance du Secteur Financier (CSSF) in advance of settlement.
Disclaimer / “Safe Harbor” Statement
This press release does not constitute an offer of securities for sale in the United States. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under such Act.
This press release does not, in any jurisdiction, and in particular not in the U.S., constitute or form part of, and should not be construed as, any offer for sale of, or solicitation of any offer to buy, or any investment advice in connection with, any securities of SES nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever.
No representation or warranty, express or implied, is or will be made by SES, its directors, officers or advisors or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this press release, and any reliance you place on them will be at your sole risk. Without prejudice to the foregoing, none of SES or its directors, officers or advisors accept any liability whatsoever for any loss however arising, directly or indirectly, from use of this presentation or its contents or otherwise arising in connection therewith.
This press release includes “forward-looking statements”. All statements other than statements of historical fact included in this press release, including, without limitation, those regarding SES’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to SES products and services) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of SES to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding SES and its subsidiaries and affiliates, present and future business strategies and the environment in which SES will operate in the future and such assumptions may or may not prove to be correct. These forward-looking statements speak only as at the date of this press release. Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. SES and its directors, officers and advisors do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.