SES ANNOUNCES A CAPITAL INCREASE, THE SIGNATURE OF A SUBSCRIPTION AGREEMENT AND A FORWARD AGREEMENT
Betzdorf - 1 June 2015 - SES (Luxembourg Stock Exchange and NYSE Euronext Paris - SESG), one of the world’s leading satellite operators, announced today that it has signed on 29 May 2015 a subscription agreement with a financial institution relating to the subscription of 6,000,000 A-shares of SES in connection with a EUR 7,500,000 reserved capital increase. Such 6,000,000 A-shares have been issued today simultaneously with 3,000,000 B-shares subscribed by the existing shareholders of B-shares, resulting in a EUR 11,250,000 overall capital increase.
Type of operation and legal framework
A total of 6,000,000 A-shares (with no par value) and of 3,000,000 B-shares (with no par value) have been issued today by SES. The new shares will represent a dilution of 1.78% of the current A-shareholders of SES.
The issue has been decided by the board of directors in accordance with the resolutions of the shareholders’ general meeting of SES dated 2 April2015 that authorised the board, for a period of five years, to issue shares within the limit of an authorised share capital of EUR 644,250,000. This issue does not give rise to the establishment of a prospectus.
Issue price and use of proceeds
The issue price per share is equal to the closing price of the SES Fiduciary Depositary Receipts (FDRs) on NYSE Euronext Paris on the eve of the issue date, i.e. EUR 32.24 (the Closing Price), for A-shares, and EUR 12.896 for B-shares.
The funds raised will be used to finance the purchase by SES of FDRs within the framework of its share buy-back programme, in order for SES to deliver FDRs upon exercise of the outstanding stock options issued by SES and for its long term equity plans.
Listing of new FDRs
The newly issued A-shares and B-shares rank pari passu with the existing A-shares and B-shares. It is intended that new FDRs, each representing one A-share, will be listed on the Luxembourg Stock Exchange and NYSE Euronext Paris.
Following the execution of the subscription agreement entered into with a financial institution on 29 May 2015 and pursuant to the shareholders’ general meeting of SES dated 2 April2015 that authorised the board of directors to purchase a maximum of 10,000,000 A-shares or FDRs within the framework of its share buy-back programme approved by the board of directors on 2 April 2015, SES entered into, on 29 May2015, a forward agreement with the above mentioned financial institution for the purchase of FDRs in relation to 6,000,000 A-shares of SES (the Forward Agreement). The Forward Agreement is entered into by SES to allow delivery of FDRs upon exercise of the outstanding stock options issued by SES and for its long term equity plans.
The Forward Agreement sets forth the terms and conditions of the purchase of the FDRs, including, in particular, the purchase price of the FDRs to be paid by SES to the financial institution, which is based on the Closing Price, and the maturities of the Forward Agreement, being 10 June 2015, 14 January 2016 and 07 April 2016 for the purchase of 2,500,000 FDRs, 1,500,000 FDRs and 2,000,000 FDRs respectively.
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SES (NYSE Euronext Paris and Luxembourg Stock Exchange: SESG) is the world-leading satellite operator with a fleet of more than 50 geostationary satellites. The company provides satellite communications services to broadcasters, content and internet service providers, mobile and fixed network operators and business and governmental organisations worldwide.
SES stands for long-lasting business relationships, high-quality service and excellence in the satellite industry. The culturally diverse regional teams of SES are located around the globe and work closely with customers to meet their specific satellite bandwidth and service requirements.
SES holds a participation in O3b Networks, a next generation satellite network combining the reach of satellite with the speed of fibre.
Further information under: www.ses.com.