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To: Jeff Vayda who wrote (6230)	7/29/1999 5:35:00 PM
From: djane	Read Replies (2) \| Respond to of 29987

ICO Rights Offering Expires, Directors Approve New Financing Proposal and Set Special General Meeting for August 28 [Note: ICOGF up 1.5 to 7 1/4 on the news. Anyone want to analyze this news? djane] Thursday July 29, 3:36 pm Eastern Time Company Press Release LONDON--(BUSINESS WIRE)--July 29, 1999--ICO Global Communications (Holdings) Limited (NASDAQ:ICOGF - news) announced today that its rights offering expired with subscriptions received through July 27 totalling less than the $500 million minimum required for it to be completed. Therefore, no shares have been issued under the rights offering, and all funds sent by shareholders to the subscription agent, The Bank of New York, will be promptly returned. ICO's Board of Directors has approved moving forward on a financing proposal from several strategic investors that would provide additional investment in ICO totalling approximately $600 million. Those strategic investors have provided the company with non-binding indications of interest in investing approximately $525 million in new class B ordinary shares and $75 million in convertible subordinated notes. Their investment is subject to various conditions. Subject to the satisfaction of the financing proposal conditions, which include approvals by shareholders at a special general meeting on August 28, the financing would be completed on or about September 2, 1999. Under the financing proposal: Class B ordinary shares would be created and would have 10 votes per share. They would be similar in all other rights to class A shares. ICO's currently outstanding ordinary shares would be redesignated as class A ordinary shares and would continue to have one vote per share. To protect the class A shareholders, the class A shares would have the right to elect 40 percent of ICO's board of directors, as long as the class B shares represent more than 50 percent of the company's total voting power. -- The new class B shares would be purchased for $5.00 per share. Strategic investors who deliver to the company binding subscription agreements by August 10 would also receive a warrant to buy one class A share for each class B share purchased. The warrants could be exercised for one year at $3.00 for each class A ordinary share. The non-binding indications of interest from strategic investors are subject to several conditions that include, among others: their due diligence review of ICO's business and operations, and their review and approval of ICO's business model and proposals for cost reductions; ICO receiving by the close of business on August 10, 1999, binding subscription agreements to purchase class B shares and convertible subordinated notes totalling in excess of $600 million;and the completion and receipt of all necessary shareholder, senior note holder, corporate, and governmental approvals. The completion of the financing proposal is also subject to shareholder approval of the financing proposal as well as certain amendments to ICO's bye-laws that are necessary for the implementation of the financing proposal. A special general meeting has been set for August 28 for that purpose. The completion of the financing proposal is also subject to the consent of senior note holders to certain amendments to the terms of the senior notes that would permit the financing proposal to be completed without triggering the redemption rights of the senior notes. Subject to obtaining the necessary consent by senior note holders and the company's continued progress toward the completion of the financing proposal, ICO currently expects to pay within the permitted 30-day grace period the interest due August 1 on its senior notes. In all other respects, ICO continues to pay its debts and obligations as they become due in the ordinary course of business. ICO expects that it will need to raise approximately $1.6 billion, including the funds to be raised in the financing proposal, to fund its operations prior to the deployment of the ICO system, which is currently expected to begin in the fourth quarter 2000. ICO also expects to require substantial additional financing to the time when it will begin to generate positive cash flow from operations. Because significant bank debt financing is not expected to be available prior to the deployment of the ICO system, ICO will need to raise additional funds in the capital markets using debt, equity, or a combination of the two. The company has secured deferrals of payments on contracts with certain major vendors for a limited period of time. Depending on the amount raised under the financing proposal, ICO anticipates that it will need to raise additional financing by early 2000 to continue its operations. No assurance can be given that the terms and conditions of the financing proposal as currently proposed will not be modified or that the financing proposal, as currently proposed or as it may be modified, will be completed. Failure to complete the financing proposal or the needed subsequent financings to the point of generating positive cash flow from operations will have a material adverse effect on the company's liquidity, results of operations, and financial condition, as well as on the company's continued viability. Editors' Note ICO Global Communications (NASDAQ:ICOGF - news) was established in January 1995 as a private company to provide global mobile personal communications services by satellite, including digital voice, data, facsimile, high penetration notification, and messaging services. ICO Global Communications was listed on Nasdaq in July 1998. For more information about ICO, please contact: Media contact: Investor contact: Michael Johnson Tom Myers ICO Global Communications ICO Global Communications Tel: 44 181 600 1255 Tel: 44 181 600 0604 Fax: 44 181 563 0301 Fax: 44 181 741 0856 Email: michael.johnson@ico.com Email: tom.myers@ico.com Visit the ICO website at www.ico.com Contact: ICO Global Communications Michael Johnson, 44 181 600 1255 Fax: 44 181 563 0301 Email: michael.johnson@ico.com or ICO Global Communications Tom Myers, 44 181 600 0604 Fax: 44 181 741 0856 Email: tom.myers@ico.com More Quotes and News: ICO Global Communications (Holdings) Ltd (Nasdaq:ICOGF - news) Related News Categories: computers, telecom Help Copyright © 1999 Business Wire. All rights reserved.