SES Prices Hybrid Bond Offering of EUR 750 million

This transaction is of strategic and long-term importance for SES, and complements the recent equity raise which generated gross proceeds of EUR 908.8 million. Together these transactions are fully consistent with SES’s commitment to maintaining its investment grade credit rating (BBB/ Baa2) in the context of the acquisition of a 100% interest in O3b Networks. 

The Securities will be guaranteed on a subordinated basis by SES Global Americas Holdings GP. SES intends to use the net proceeds from the offering for the repayment of a portion of the existing indebtedness of O3b, the repayment of certain existing indebtedness of the Group as well as for general corporate purposes. 

The hybrid bonds issued by SES are non-dilutive instruments that are expected to receive 50% equity treatment from each of Moody's and S&P’s and be classified as equity under IFRS. 

Padraig McCarthy, Chief Financial Officer of SES, commented: “The successful completion of this hybrid issuance in benchmark size is an important element of our financing strategy and further diversifies SES's funding sources. The transaction was strongly supported by a wide range of high quality existing and new investors. A substantial part of the proceeds will be used to refinance expensive debt in O3b, an important synergy arising from the acquisition of our 100% ownership in O3b, along with senior SES debt maturing in the second half of 2016." 

Sole Global Co-ordinator and Structuring Agent & Joint Bookrunner 

J.P. Morgan 

Lead Joint Bookrunners 

BNP PARIBAS, Société Générale Corporate & Investment Banking 

Other Joint Bookrunners 

HSBC ING Morgan Stanley 

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. No public offering of securities will be made in the United States of America or in any other jurisdiction where such an offering is restricted or prohibited. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. 

This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the “Prospectus Directive”). With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a “relevant member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the securities may only be offered in relevant member States: (a) to qualified investors (as defined in the Prospectus Directive, including as amended by directive 2010/73/EU, to the extent that this amendment has been implemented by the relevant member State); or (b) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive. 

With respect to the United Kingdom, this press release is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.