SES S.A. announces financial results for the six months ended 30
June 2024.
H1 performance underpins 2024 Full Year outlook
- Revenue of €978 million (-0.6% YOY(1)) and Adjusted EBITDA(2)
of €525 million (-0.9% YOY(1))
- Networks (+5.0% YOY(1)) including 8.4% YOY(1) growth in
Government
- Video performance -6.7% YOY(1) with important new long-term
renewals signed
- Adjusted Free Cash Flow (AFCF) of €146 million and Net Leverage
at 1.7x(3) (including cash & cash equivalents of €2.1
billion)
- 2024 revenue outlook(4) (of €1,940 - 2,000 million) on track
and unchanged
- 2024 Adjusted EBITDA outlook(4) (of €950 - 1,000 million)
tracking to upper half of the expected range
Fully Funded & highly accretive Intelsat acquisition will
create a stronger multi-orbit competitor
- Regulatory process underway and on track for closing during H2
2025
- Integration & synergies planning progressing to ensure
maximum possible execution from Day 1
- Combination doubles revenue from growing Networks segments and
unlocks €370 million of run-rate synergies (70% within 3
years)
- Mid-single digit Adjusted EBITDA CAGR (2024E-2028E) to drive
‘normalised’ AFCF of more than €1 billion by 2027E/2028E(4)
- SES’s investment grade rating re-affirmed and Net Leverage
expected to be below 3x within 12-18 months after closing
Adel Al-Saleh, CEO of SES, commented: “H1 2024 revenue
and Adjusted EBITDA were in line with our expectations reflecting
solid execution. We are on track to deliver on our Full Year 2024
financial objectives. Networks, which now represents more than 50%
of our business, continued to grow supported by key wins in the
government segment, while our Media business secured additional
customer commitments to reinforce our solid cash generation
fundamentals.
The entry of O3b mPOWER into commercial service in April was a
key milestone for SES with committed customers now being deployed
onto the system. We remain on track to expand the initial
constellation starting with the next launch of satellites 7-8 at
the end of this year, followed in 2025 with satellites 9-11 and
2026 with satellites 12-13, accelerating our profitable long-term
growth trajectory.
With the launch of ASTRA 1P to 19.2E in June, we are leveraging
the latest technological innovation to sustain our most important
cash-generative media neighbourhood for the long-term, while
simultaneously capturing significant CapEx efficiencies.
We remain focused on strategic execution, which is anchored by
efficiency in every aspect of our operations; customer-centric
solutions for our Government, Mobility, Fixed Data, and Media
clients; and continuous innovation in our intelligent, managed
multi-orbit network, while maintaining SES's broadcast quality and
global audience.
Lastly, and most significantly, our transformational agreement
to acquire Intelsat and the integration of our two companies will,
from expected closing the second half of next year, create a
stronger multi-orbit operator which will be well positioned to
compete with competitive end-to-end solutions in valuable growth
segments of the market, strong balance sheet fundamentals, and
sustained growth in Adjusted Free Cash Flow driving value for
customers and shareholders. We are well underway with our
integration planning and regulatory approvals process.”
Key business and financial highlights (at constant FX unless
explained otherwise)
SES regularly uses Alternative Performance Measures (APM) to
present the performance of the Group and believes that these APMs
are relevant to enhance understanding of the financial performance
and financial position.
€million
H1 2024
H1 2023
∆ as reported
∆ at constant FX
Average €/$ FX rate
1.08
1.08
Revenue
978
987
-0.9%
-0.6%
Adjusted EBITDA
525
530
-1.1%
-0.9%
Adjusted Net Profit
111
116
-4.5%
n/m
Adjusted Net Debt / Adjusted
EBITDA
1.7x
3.6x
n/m
n/m
“At constant FX” refers to comparative
figures restated at the current period FX, to neutralise currency
variations.
Networks (54% of total revenues) revenue of €523 million
increased 5.0% year on year driven by higher revenue in Mobility
(+11.1% including periodic revenue of €22 million in Q1 2024) and
growth across the Government business (+8.4%). The year on year
comparison in Fixed Data (-8.1%) was impacted by the recognition of
€7 million of periodic revenue in Q1 2023 which accounted for most
of the variance. In H1 2024 the business secured over €310 million
of renewals and new business.
Video (46% of total revenues) revenue of €453 million
represented a reduction of -6.7% compared with H1 2023, mainly
driven by lower revenue in mature markets which were partially
offset by double-digit year on year growth in Sports & Events
revenue. In H1 2024, the business secured more than €120 million of
renewals and new business.
During Q2 2024, a bankruptcy court approved the restructuring
plans of SES’s media customer in Brazil. While SES has secured the
revenue for Full Year 2024, it is expected that the outcome of this
bankruptcy process will result in lower revenue in 2025 equivalent
to approximately 5% of annual Media revenue. Through continuous
operational efficiency and commercialisation of the group’s deal
pipeline, SES expects to at least offset this impact on Adjusted
EBITDA starting from 2025.
Adjusted EBITDA of €525 million represented an Adjusted EBITDA
margin of 54% (H1 2023: 54%). Adjusted EBITDA excludes significant
special items of €20 million in expenses (H1 2023: €31 million
expenses) including net U.S. C-band income of €2 million (H1 2023:
net expenses of €10 million).
Adjusted Net Profit of €111 million was €5 million lower than H1
2023, in line with the €5 million year on year reduction in
Adjusted EBITDA. Adjusted Net Profit included €62 million of
interest income (H1 2023: €11 million) which was largely offset by
higher year on year Depreciation & Amortisation, mainly arising
from a change in accounting treatment of orbital slot licence
rights, and higher year on year Income Tax Expense.
Adjusted Net Profit excludes the significant special items
highlighted above, as well as non-cash net impairment expense of
€25 million (H1 2023: nil) and net tax benefit of €7 million (H1
2023: benefit of €7 million) associated with all the significant
special items. The non-cash net impairment expense included a €34
million write down of a GEO satellite in line with the evolution of
the Media business in Brazil as outlined above.
Adjusted Free Cash Flow (excluding significant special items) of
€146 million was €60 million, or 69.8%, higher year on year
including lower year on year investing activities of €200 million
(H1 2023: €307 million) and higher interest received of €61 million
(H1 2023: €10 million). These items were partly offset by higher
year on year cash tax payments and changes in working capital.
Adjusted Net Debt to Adjusted EBITDA ratio (including 50% of
€625 million of hybrid bond as debt) at 30 June 2024 was 1.7 times,
(30 June 2023: 3.6 times; 31 December 2023: 1.5 times) including
cash & cash equivalents of €2.1 billion. In January 2024, SES
called and repaid the €550 million hybrid bond and, in June 2024,
repaid €150 million of Schuldshein Loans. SES further expects to
repay approximately €250 million of additional upcoming debt
maturities during 2024-2025.
The total amount of remaining U.S. C-band clearing cost
reimbursements expected to be received in future is now
approximately $420 million and SES is continuing to engage with
insurers regarding the claim of $472 million relating to O3b mPOWER
satellites 1-4.
Contract backlog on 30 June 2024 was €3.8 billion (€4.7 billion
gross backlog including backlog with contractual break clauses), of
which Media backlog was €1.9 billion and Networks backlog was €1.9
billion.
The Full Year 2023 dividend of €0.50 per A-share and €0.20 per
B-share was paid to shareholders on 18 April 2024. In October 2024,
SES will pay an interim dividend of €0.25 per A-share (€0.10 per
B-share) to shareholders, followed by a final dividend (subject to
shareholder approval) of at least €0.25 per A-share (€0.10 per
B-share) in April 2025.
A share buyback programme of €150 million (started in November
2023) is being executed under the authorisation given by the Annual
General Meeting of shareholders. On 30 June 2024, SES had purchased
16 million A-shares at an average price of €5.50 per A-share. To
maintain the 2:1 ratio of A-shares to B-shares, as required by the
Articles of Association, SES will also be purchasing B-shares
(which carry 40% of the economic rights of an A-share) in equal
proportion. The total purchase of A-shares and B-shares shall not
exceed €150 million. The shares acquired are intended to be
cancelled, reducing the total number of voting and economic shares
in issue.
For Full Year 2024, group revenue and Adjusted EBITDA (assuming
an FX rate of €1=$1.09, nominal satellite health, and nominal
launch schedule) are expected to be in the range of €1,940-2,000
million and €950-1,000 million respectively, with growth in
Networks revenue expected to mostly offset lower year-on-year Video
revenue. Adjusted EBITDA is expected to be in the upper half of the
range.
Capital expenditure (net cash absorbed by investing activities
excluding acquisitions, financial investments, U.S. C-band
repurposing, and assuming an FX rate of €1=$1.09) is expected to be
in the range of €500-550 million in 2024 with an average annual
capital expenditure of approximately €350 million for the period
2025-2028.
SES Operational performance
REVENUE BY BUSINESS UNIT
Revenue (€ million) as
reported
Change (YOY) at constant
FX
Q1 2024
Q2 2024
H1 2024
Q1 2024
Q2 2024
H1 2024
Average €/$ FX rate
1.09
1.08
1.08
Video
228
225
453
-5.2%
-8.2%
-6.7%
Networks
268
255
523
+9.6%
+0.7%
+5.0%
Government
125
130
255
+6.1%
+10.7%
+8.4%
Fixed Data
59
55
114
-0.5%
-15.1%
-8.1%
Mobility
84
70
154
+24.5%
-1.5%
+11.1%
Other
2
-
2
n/m
n/m
n/m
Group Total
498
480
978
+2.5%
-3.7%
-0.6%
“At constant FX” refers to comparative
figures restated at the current period FX, to neutralise currency
variations.
Future SES satellite launches
Satellite
Region
Application
Launch Date
O3b mPOWER (satellites 7-8)
Global
Fixed Data, Mobility, Government
Late 2024
O3b mPOWER (satellites 9-11)
Global
Fixed Data, Mobility, Government
2025
ASTRA 1Q
Europe
Video, Fixed Data, Mobility,
Government
2026
SES-26
Africa, Asia, Europe, Middle East
Video, Fixed Data, Mobility,
Government
2026
EAGLE-1
Europe
Government
2026
O3b mPOWER (satellites 12-13)
Global
Fixed Data, Mobility, Government
2026
Final launch dates are subject to
confirmation by launch providers
Agreement to acquire Intelsat
All financial information in this press release is stated using
a foreign exchange (FX) rate of €1: $1.09. Pro forma (combined)
revenue and is adjusted to eliminate intercompany transactions. Pro
forma leverage is after acquisition costs and related fees. The
financial outlook assumes nominal satellite launch schedule and
nominal satellite health status.
On 30 April 2024, SES announced an agreement to acquire Intelsat
through the purchase of 100% of the equity of Intelsat Holdings
S.a.r.l. for a cash consideration of $3.1 billion (€2.8 billion)
and certain contingent value rights in respect of a portion of any
potential future monetisation of the combined collective usage
rights for up to 100 MHz of C-band spectrum.
The transaction, unanimously approved by the Boards of SES and
Intelsat, is subject to relevant regulatory clearances and filings
expected to be received during H2 2025 and is funded by a €2.1
billion bridge facility and $1 billion term loan concluded in June
2024. Following the transaction announcement, SES’s Investment
grade credit rating was re-affirmed by both Fitch (BBB) and Moody’s
(Baa3).
Combining the collective capabilities of both companies will
create a stronger multi-orbit operator with greater coverage;
improved resiliency; expanded suite of vertical solutions to serve
customers across the government, mobility, fixed data, and media
segments; and enhanced financial resources to maintain strong
balance sheet metrics, return cash to shareholders, and profitably
invest to enhance the combined company’s growth and competitiveness
in a dynamic market.
The transaction is expected to be Free Cash Flow accretive from
Year 1 and deliver annual run-rate synergies of €370 million
(comprising run-rate operating expense synergies of €210 million
and capital expenditure synergies of €160 million) of which
approximately 70% are targeted to be executed within the first 3
years of closing.
On a pro forma basis, the combined company is expected to
deliver a mid-single digit compound average growth rate (CAGR) in
Adjusted EBITDA (for the period 2024E-2028E) from the combination
of revenue growth (with approximately 60% of 2023 pro forma revenue
coming from growing government, mobility, and fixed data segments)
and the realisation of the operating expense synergies.
On closing, Adjusted Net Debt and Adjusted EBITDA for the
combined company is expected to be approximately 3.5 times before
reducing to below 3 times, consistent with the Board’s commitment
to maintaining investment grade credit metrics, benefiting from the
expansion of Adjusted Free Cash Flow (AFCF) which is expected to
ramp to over €1 billion by 2027E/2028E (assuming annual
‘normalised’ capital expenditure of €600-650 million).
Additionally, the FCF expansion, increases the group’s financial
flexibility for additional potential shareholder returns (dividend
increases and/or share buy backs), as well as incremental
profitable investment (subject to meeting the Board’s investment
criteria of delivering an internal rate of return of 10% or
higher).
Integration and synergies execution planning and regulatory
approval process is well underway.
CONSOLIDATED INCOME STATEMENT
€ million
H1 2024
H1 2023
Average €/$ FX rate
1.08
1.08
Revenue
978
987
U.S. C-band repurposing
income
5
3
Operating expenses
(478)
(491)
EBITDA
505
499
Depreciation expense
(301)
(294)
Amortisation expense
(68)
(46)
Impairment expense (net)
(25)
-
Operating profit
111
159
Net financing income/(costs)
-
(47)
Profit before tax
111
112
Income tax expense
(38)
(20)
Non-controlling interests
-
-
Net profit attributable to
owners of the parent
73
92
Basic and diluted earnings per
A-share (in €)(1)
0.15
0.17
Basic and diluted earnings per
B-share (in €)(1)
0.06
0.07
1) Earnings per share is calculated as
profit attributable to owners of the parent divided by the weighted
average number of shares outstanding during the year, as adjusted
to reflect the economic rights of each class of share. For the
purposes of the EPS calculation only, the net profit for the year
attributable to ordinary shareholders has been adjusted to include
the assumed coupon, net of tax, on the perpetual bonds.
€ million
H1 2024
H1 2023
Adjusted EBITDA
525
530
U.S. C-band income
5
3
U.S. C-band operating
expenses
(3)
(13)
Other significant special
items
(22)
(21)
EBITDA
505
499
€ million
H1 2024
H1 2023
Adjusted Net Profit
111
116
U.S. C-band income
5
3
U.S. C-band operating
expenses
(3)
(13)
Impairment expense (net)
(25)
-
Other significant special
items
(22)
(21)
Tax on significant special
items
7
7
Net profit attributable to
owners of the parent
73
92
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
€ million
30 June 2024
31 December 2023
Closing €/$ FX rate
1.07
1.11
Property, plant, and
equipment
3,193
3,042
Assets in the course of
construction
1,245
1,550
Intangible assets
947
920
Other financial assets
24
21
Trade and other
receivables(1)
97
87
Deferred customer contract
costs
2
3
Deferred tax assets
677
671
Total non-current
assets
6,185
6,294
Inventories
48
55
Trade and other
receivables(1)
767
860
Deferred customer contract
costs
3
2
Prepayments
68
47
Income tax receivable
31
19
Cash and cash equivalents (A)
2,063
2,907
Total current assets
2,980
3,890
Total assets
9,165
10,184
Equity attributable to the owners of the
parent
3,581
3,701
Non-controlling interests
54
57
Total equity
3,635
3,758
Borrowings (B)
3,456
3,443
Provisions
3
3
Deferred income
318
337
Deferred tax liabilities
208
205
Other long-term liabilities
56
83
Lease liabilities
27
23
Fixed assets suppliers
303
313
Total non-current
liabilities
4,371
4,407
Borrowings (C)
16
716
Provisions
86
88
Deferred income
254
224
Trade and other payables
340
390
Lease liabilities
15
16
Fixed assets suppliers
425
455
Income tax liabilities
23
130
Total current
liabilities
1,159
2,019
Total liabilities
5,530
6,426
Total equity and liabilities
9,165
10,184
Reported Net Debt (B + C – A)
1,409
1,252
1) Trade and other receivables (current
and non-current) include €264 million related to U.S. C-band
repurposing (31 December 2023: €350 million).
CONSOLIDATED STATEMENT OF CASH FLOWS
€ million
H1 2024
H1 2023
Profit before tax
111
112
Taxes paid during the year
(155)
(38)
Adjustment for non-cash items
373
356
Changes in working capital
(78)
27
Net cash generated by
operating activities
251
457
Payments for purchases of intangible
assets
(8)
(13)
Payments for purchases of
tangible assets(1)
(132)
(209)
Interest received
85(2)
10
Payment for acquisition of
subsidiary, net cash acquired
(4)
-
Other investing activities
(4)
(5)
Net cash absorbed by investing
activities
(63)
(217)
Proceeds from borrowings
-
50
Repayment of borrowings
(708)
(698)
Coupon paid on perpetual bond
(31)
(31)
Dividends paid on ordinary shares(3)
(216)
(220)
Interest paid on borrowings
(66)
(67)
Payments for acquisition of treasury
shares
(65)
-
Proceeds from treasury shares sold and
exercise of stock options
-
3
Lease payments
(12)
(10)
Net cash generated/(absorbed) by
financing activities
(1,098)
(973)
Net foreign exchange movements
66
19
Net increase in cash and cash
equivalents
(844)
(714)
Cash and cash equivalents at
beginning of the year
2,907
1,047
Cash and cash equivalents at end of the
year
2,063
333
1) Including net reimbursements of €80
million related to U.S. C-band repurposing (H1 2023: net payments
of €87 million). 2) Comprising €61 million interest received on
deposit and €24 million interest received in relation to U.S.
C-band clearing 3) Net of dividends received on treasury shares of
€7 million (H1 2023: €3 million).
€ million
H1 2024
H1 2023
Net cash generated by
operating activities
251
457
Net cash absorbed by investing
activities
(63)
(217)
Free cash flow before financing
activities
188
240
Coupon paid on perpetual bond
(31)
(31)
Interest paid on borrowings
(66)
(67)
Lease payments
(12)
(10)
Free cash flow before equity
distributions and treasury activities
79
132
Payments for acquisition of subsidiary,
net of cash acquired
4
-
U.S. C-band cash flows (net)
33
(56)
Payments in respect of other significant
special items
30
10
Adjusted Free Cash Flow
146
86
SUPPLEMENTARY INFORMATION
QUARTERLY INCOME STATEMENT (AS REPORTED)
€ million
Q1 2023
Q2 2023
Q3 2023
Q4 2023
Q1 2024
Q2 2024
Average €/$ FX rate
1.07
1.08
1.08
1.07
1.09
1.08
Revenue
490
497
507
536
498
480
U.S. C-band income
2
1
2,715
26
1
4
Other income
-
-
-
5
-
-
Operating expenses
(240)
(251)
(251)
(355)
(230)
(248)
EBITDA
252
247
2,971
212
269
236
Depreciation expense
(148)
(146)
(153)
(156)
(139)
(162)
Amortisation expense
(17)
(29)
(21)
(22)
(19)
(49)
Non-cash impairment
-
-
(1,553)
(2,123)
-
(25)
Operating profit
87
72
1,244
(2,089)
111
-
Net financing (costs)/income
(29)
(18)
(2)
7
5
(5)
(Loss)/Profit before
tax
58
54
1,242
(2,082)
116
(5)
Income tax benefit/(expense)
(3)
(17)
(472)
316
(43)
5
Non-controlling interests
-
-
-
(1)
-
-
Net (Loss)/Profit attributable
to owners of the parent
55
37
770
(1,767)
73
0
Basic (loss)/earnings per
share
(in €)(1)
Class A shares
0.10
0.07
1.73
(4.04)
0.16
(0.01)
Class B shares
0.04
0.03
0.69
(1.62)
0.06
0.00
Adjusted EBITDA
265
265
262
233
275
250
Adjusted EBITDA margin
54%
53%
52%
44%
55%
52%
U.S. C-band income
2
1
2,715
26
1
4
Other Income
-
-
-
5
-
-
U.S. C-band operating
expenses
(6)
(7)
(4)
(30)
(2)
(1)
Other significant special
items
(9)
(12)
(2)
(22)
(5)
(17)
EBITDA
252
247
2,971
212
269
236
1) Earnings per share is
calculated as profit attributable to owners of the parent divided
by the weighted average number of shares outstanding during the
year, as adjusted to reflect the economic rights of each class of
share. For the purposes of the EPS calculation only, the net profit
for the year attributable to ordinary shareholders has been
adjusted to include the coupon, net of tax, on the perpetual bonds.
Fully diluted earnings per share are not significantly different
from basic earnings per share.
ALTERNATIVE PERFORMANCE MEASURES
SES regularly uses Alternative Performance Measures (‘APM’) to
present the performance of the Group and believes that these APMs
are relevant to enhance understanding of the financial performance
and financial position. These measures may not be comparable to
similarly titled measures used by other companies and are not
measurements under IFRS or any other body of generally accepted
accounting principles, and thus should not be considered
substitutes for the information contained in the Group’s financial
statements.
Alternative Performance Measure
Definition
Reported EBITDA and EBITDA
margin
EBITDA is profit for the period
before depreciation, amortisation, net financing cost, and income
tax. EBITDA margin is EBITDA divided by revenue.
Adjusted EBITDA and Adjusted EBITDA
margin
EBITDA adjusted to exclude
significant special items of a non-recurring nature. The primary
exceptional items are the net impact of the repurposing of U.S.
C-band spectrum, restructuring charges, costs associated with the
development and/or implementation of merger and acquisition
activities, specific business taxes, one-off regulatory charges
arising outside ongoing operations. Adjusted EBITDA margin is
Adjusted EBITDA divided by revenue.
Adjusted Free Cash Flow
Net cash generated by operating
activities less net cash absorbed by investing activities, interest
paid on borrowings, coupon paid on perpetual bond and lease
payments, and adjusted to exclude the effect of cash flows
generated by significant special items of a non-recurring nature.
The primary exceptional items are the net impact of the repurposing
of U.S. C-band spectrum, restructuring charges, costs associated
with the development and/or implementation of merger and
acquisition activities, specific business taxes, one-off regulatory
charges arising outside ongoing operations.
Adjusted Net Debt to Adjusted
EBITDA
Adjusted Net Debt to Adjusted
EBITDA represents the ratio of Net Debt plus 50% of the group’s
hybrid bonds (per the rating agency methodology) divided by the
last 12 months’ (rolling) Adjusted EBITDA.
Adjusted Net Profit
Net profit attributable to owners
of the parent adjusted to exclude the after-tax impact of
significant special items.
Presentation of Results:
A presentation of the results for investors and analysts will be
hosted at 9.30 CEST on 1 August 2024 and will be broadcast via
webcast and conference call. The details for the conference call
and webcast are as follows:
U.K.
+44 (0) 33 0551 0200
France
+33 (0) 1 70 37 71 66
Germany
+49 (0) 30 3001 90612
U.S.A.
+1 786 697 3501
Confirmation code
SES
Webcast registration
https://channel.royalcast.com/ses/#!/ses/20240801_1
The presentation is available for download
from https://www.ses.com/company/investors/financial-results and a
replay will be available shortly after the conclusion of the
presentation.
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About SES
SES has a bold vision to deliver amazing experiences everywhere
on Earth by distributing the highest quality video content and
providing seamless data connectivity services around the world. As
a provider of global content and connectivity solutions, SES owns
and operates a geosynchronous orbit fleet and medium earth orbit
(GEO-MEO) constellation of satellites, offering a combination of
global coverage and high performance services. By using its
intelligent, cloud-enabled network, SES delivers high-quality
connectivity solutions anywhere on land, at sea or in the air, and
is a trusted partner to telecommunications companies, mobile
network operators, governments, connectivity and cloud service
providers, broadcasters, video platform operators and content
owners around the world. The company is headquartered in Luxembourg
and listed on Paris and Luxembourg stock exchanges (Ticker: SESG).
Further information is available at: www.ses.com.
About Intelsat
Intelsat’s global team of professionals is focused on providing
seamless and secure, satellite-based communications to government,
non-governmental organisations, and commercial customers through
the company’s next-generation worldwide network and managed
services. Bridging the digital divide by operating one of the most
advanced satellite fleet and connectivity infrastructures, Intelsat
enables people and their tools to speak over oceans, see across
continents and listen through the skies to communicate, cooperate,
and coexist. Since its founding six decades ago, the company has
been synonymous with satellite industry “firsts” in service to its
customers and the planet. Leaning on a legacy of innovation and
focusing on addressing a new generation of challenges Intelsat team
members now have their sights on the “next firsts” in space as they
lead in the digital transformation of the industry. Further
information is available at: www.intelsat.com.
Forward looking statements
This communication contains forward-looking statements.
Generally, the words “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,”
“believe,” “target,” “will,” “could,” “would,” “should,”
“potential,” “may” and similar expressions or their negative, may,
but are not necessary to, identify forward-looking statements.
Such forward-looking statements, including those regarding the
timing and consummation of the transaction described herein,
involve risks and uncertainties. SES’s and Intelsat’s experience
and results may differ materially from the experience and results
anticipated in such statements. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions
including, but not limited to, the following factors: the risk that
the conditions to the closing of the transaction are not satisfied,
including the risk that required approvals of the transaction from
the shareholders of Intelsat or from regulators are not obtained;
litigation relating to the transaction; uncertainties as to the
timing of the consummation of the transaction and the ability of
each party to consummate the transaction; risks that the proposed
transaction disrupts the current plans or operations of SES or
Intelsat; the ability of SES and Intelsat to retain and hire key
personnel; competitive responses to the proposed transaction;
unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to
relationships with customers, suppliers, distributors and other
business partners resulting from the announcement or completion of
the transaction; the combined company’s ability to achieve the
synergies expected from the transaction, as well as delays,
challenges and expenses associated with integrating the combined
company’s existing businesses; the impact of overall industry and
general economic conditions, including inflation, interest rates
and related monetary policy by governments in response to
inflation; geopolitical events, and regulatory, economic and other
risks associated therewith; and continued uncertainty around the
macroeconomy. Other factors that might cause such a difference
include those discussed in the prospectus on Form F-4 to be filed
in connection with the proposed transaction. The forward-looking
statements included in this communication are made only as of the
date hereof and, except as required by federal securities laws and
rules and regulations of the SEC, SES and Intelsat undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, SES intends to file
with the SEC a registration statement on Form F-4 that also
constitutes a prospectus of SES. SES also plans to file other
relevant documents with the SEC regarding the proposed transaction.
No offer of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. INVESTORS AND SHAREHOLDERS ARE URGED TO
READ THE REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
shareholders will be able to obtain free copies of these documents
(if and when available), and other documents containing important
information about SES and Intelsat, once such documents are filed
with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
SES will be available free of charge on SES’s website at
www.ses.com or by contacting SES’s Investor Relations Department by
email at ir@ses.com. Copies of the documents filed with the SEC by
Intelsat will be available free of charge on Intelsat’s website at
www.intelsat.com or by contacting Intelsat’s Investor Relations
Department by email at investor.relations@intelsat.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. No offer of securities shall
be made, except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
1)
At constant FX (comparative figures
restated to neutralise currency variations)
2)
Excluding operating expenses/income
recognised in relation to U.S. C-band repurposing and other
significant special items (disclosed separately)
3)
Adjusted Net Debt to Adjusted EBITDA,
including 50% of €625 million hybrid bond as debt
4)
Financial outlook assumes a €/$ FX rate of
€1 = $1.09, nominal satellite health, and nominal launch schedule.
‘Normalised’ AFCF assuming average expected annual Capital
Expenditure of €600-650 million for 2025-2028
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240731308665/en/
Richard Whiteing Investor Relations Tel: +352 710 725 261
richard.whiteing@ses.com
Suzanne Ong Communications Tel: +352 710 725 500
suzanne.ong@ses.com
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