4 Oct 2010 17:15
4 October 2010
Harbinger Capital Partners
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
HARBINGER TO SELL PORTION OF HOLDINGS IN INMARSAT PLC
Further to its announcement on 4 October 2010, Harbinger Capital Partners LLC ("Harbinger") hereby announces its intention to sell 60,000,000 ordinary shares in Inmarsat plc ("Inmarsat") held by its affiliated investment funds, Harbinger Capital Partners Special Situations Fund, L.P. and Harbinger Capital Partners Master Fund I, Ltd., constituting 13.0 per cent of the issued share capital of Inmarsat (the "Transaction").
Credit Suisse and UBS Investment Bank have been appointed as Joint Bookrunners with respect to the Transaction.
Bookbuilding in relation to the Transaction will commence immediately. It is expected that the books will close on or before close of business on 5 October 2010. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. Following the Transaction, Harbinger's remaining shareholding in Inmarsat shall be subject to certain lock-up arrangements with Credit Suisse and UBS Investment Bank.
Further, in respect of the announcements on 25 July 2008 and 5 March 2009 of Harbinger and the board of directors of LightSquared, Inc. (f/k/a SkyTerra Communications, Inc.), Harbinger hereby announces that it does not intend to make an offer to acquire the entire issued and to be issued share capital of Inmarsat not already held by Harbinger.
Philip A. Falcone, Harbinger's Chief Executive Officer, stated, "Inmarsat has been a terrific investment for Harbinger and its investors. Although we have determined that we are not going to make an offer for all of the company, I remain a strong believer in Inmarsat's future and am extremely happy to maintain a core position in the company's stock and our partnership with Inmarsat through LightSquared Inc."
For the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), Harbinger reserves the right to announce or participate in an offer or possible offer for Inmarsat and/or to take any other action which would otherwise be restricted under Rule 2.8 of the City Code on Takeovers and Mergers within 6 months of the date of this announcement:
(i) with the agreement or recommendation of the board of directors of Inmarsat; or
(ii) following an announcement of an offer by or on behalf of a third party for Inmarsat; or
(iii) following an announcement by or on behalf of Inmarsat of a "whitewash" proposal (which involves the approval by shareholders of a waiver of the requirement for a mandatory offer) or a reverse takeover; or
(iv) if there is a material change of circumstances.
General
For further information, please contact:
UBS Investment Bank Tel: +44 207 567 8000 Peter Guenthardt
Christopher Smith Credit Suisse Tel: +44 207 888 8274 Simon Aird
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TRANSACTION. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE TRANSACTION SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The shares in Inmarsat plc have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Such shares may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. Copies of this press release are not being made and may not be distributed or sent into the United States.
This announcement does not constitute a public offering of securities for sale in the United States, the United Kingdom or elsewhere. Any public offering of securities would be made by means of a prospectus that contains detailed information about Inmarsat plc and its management, as well as financial statements. A prospectus will not be published in connection with the bookbuild. Copies of this announcement are not being, and should not be, distributed in or sent into the United States, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction where to do so would be a breach of laws.
Credit Suisse Securities (Europe) Limited and UBS Limited are acting only for Harbinger and no-one else in connection with the subject matter of this announcement and will not regard any other person as its client or be responsible to any person other than Harbinger for providing the protections afforded to clients of Credit Suisse Securities (Europe) Limited or UBS Limited or for providing advice in connection with this announcement or any other matter referred to herein.