**DA 07-3472**

**Released: July 30, 2007**

**AUTHORIZATIONS GRANTED**

**Applications of Satamatics, Inc., Satamatics Worldwide Limited, and**

**Satamatics Global Limited for Consent to Transfer Control of Licenses
and**

**Authorizations and Petition for Declaratory Ruling on Foreign
Ownership**

 

By the Chief, International Bureau:

On December 21, 2006 and March 20, 2007, Satamatics Worldwide Limited
("SWL") and Satamatics Global Limited ("SGL" and, together with SWL, the
"Applicants") filed applications pursuant to sections 214(a) and 310(d)
of the Communications Act of 1934, as amended (the "Act"), seeking
Commission consent to the transfer of control of licenses and
authorizations held by Satamatics, Inc. ("Satamatics") from SWL to
SGL[^1] Satamatics holds a blanket license for 20,000 mobile earth
terminals used in the United States for the provision of Inmarsat D+
mobile satellite service and an international section 214
authorization.[^2] Satamatics filed on December 21, 2006 a petition for
declaratory ruling under section 310(b)(4) of the Act that the public
interest would be served by permitting up to 100 percent indirect
foreign ownership of Satamatics by SGL, a privately-held U.K.
corporation, and SGL's named foreign shareholders, all of which are
citizens of WTO Member countries.[^3] The applications and petition seek
approval for changes to Satamatics' ownership structure that have
occurred since the Commission initially approved Satamatics' ownership
structure on December 21, 2004. The Applicants also request approval to
remove SWL from Satamatics' ownership structure.[^4]

Upon consideration of the record, we find that grant of the transfer of
control applications, including Applicants' request to remove SWL from
the ownership structure of Satamatics, will serve the public interest,
convenience and necessity. We also find, subject to the conditions
specified herein, that it would not serve the public interest to
prohibit the indirect foreign ownership of Satamatics in excess of the
25 percent benchmark in section 310(b)(4) of the Act. We describe below
the various transactions that resulted in changes to Satamatics'
ownership structure.

By Public Notice issued jointly on December 21, 2004, the International
Bureau and Wireline Competition Bureau granted SWL's applications for
authority under sections 214(a) and 310(d) to acquire all of the shares
of Satamatics Holdings, Inc. ("SHI"), a Delaware corporation that wholly
owns Satamatics.[^5] The International Bureau also ruled, pursuant to
section 310(b)(4), that the public interest would not be served by
prohibiting the 100% indirect foreign ownership of Satamatics by SWL, a
U.K. corporation, and its named foreign shareholders.[^6] The ruling
permitted Satamatics to acquire up to and including an additional,
aggregate 25% indirect equity and/or voting interest from the foreign
shareholders named in the petition and from other foreign individuals
and entities without seeking further Commission approval under section
310(b)(4) subject to certain conditions.[^7]

The record indicates that, after SWL filed its transfer of control
applications and petition on July 15, 2004, and up to October 12, 2006,
SWL, on at least four occasions, issued additional shares of capital
stock. As a result, new shareholders from the United Kingdom, the United
States and Hong Kong acquired an aggregate 24.49% of SWL's outstanding
capital stock (representing both equity and voting interests). In
addition, on January 1, 2005, a citizen of Lichtenstein was given joint
ownership and control of a foreign-organized private mutual fund that
held indirectly a significant portion of SWL's capital stock.[^8] As a
result of all these transactions, by October 12, 2006, new shareholders
had acquired the right to vote more than 50% of SWL's capital stock, and
more than 25% of Satamatics' indirect equity and voting interests were
held by new foreign investors without the required prior Commission
approval.

Further, on October 12, 2006, SWL's newly formed U.K. corporation, SGL,
acquired all of SWL's shares in a one-for-one share exchange with SWL's
existing shareholders.[^9] According to the Applicants, SGL is
controlled collectively by its shareholders, with no one shareholder or
group of shareholders exercising *de facto* or *de jure* control over
SGL.[^10] The Applicants anticipate that, pending Commission approval,
SWL will be dissolved and eliminated from the ownership structure of
Satamatics. After doing so, SGL will wholly own SHI which, in turn, will
wholly own Satamatics. The Applicants state that, to the extent any
future share offering would result in a shareholder obtaining a 10% or
greater interest in SGL, and/or result in a change of control of
Satamatics and SGL, Satamatics and SGL will advise the Commission and
seek approvals as necessary under the Commission's rules.

Satamatics requests a declaratory ruling that the public interest would
be served by permitting up to 100 percent indirect foreign ownership of
Satamatics by SGL and its named foreign shareholders. According to the
petition, Satamatics and its 100% direct parent company, SHI, are
organized in Delaware. SHI is wholly owned by SWL which, in turn, is
wholly owned by SGL, both of which are organized in United Kingdom.
SGL's equity and voting interests are held by four citizens of the
United Kingdom (collectively, 34.98% with individual interests ranging
from 7.15% to 11.71%); three companies incorporated in St. Vincent and
the Grenadines that ultimately are owned and controlled by two citizens
of Liechtenstein (Cantebury Limited, 16.65%, Liverpool Limited, 18.21%,
and Barclay Limited, 3.97%); and other individuals and one company,
which collectively hold 26.19%, with no individual interest exceeding
4.76%. The 26.19% of SGL's widely-held shares are owned and voted by
citizens of the United States, the United Kingdom and Hong Kong.[^11]

We find, subject to certain conditions, that the public interest would
be served by allowing indirect foreign ownership of Satamatics in excess
of the 25 percent benchmark under section 310(b)(4) of the Act. Upon
consideration of the record, we find that SGL and its wholly-owned
subsidiary, SWL, have their principal place of business in the United
Kingdom. We also find that all of the foreign equity and voting
interests in SGL are held, directly and indirectly, by citizens of, or
entities that have their principal places of business in, the United
Kingdom, Liechtenstein, St. Vincent and the Grenadines, and Hong Kong,
all of which are members of the World Trade Organization. Accordingly,
pursuant to the rules and policies established in the Commission
*Foreign Participation Order*,[^12] Satamatics is entitled to a
rebuttable presumption that its indirect foreign ownership would not
pose a risk to competition in the U.S. market.[^13] We find no credible
evidence in the record to rebut this presumption. Accordingly, we grant
the petition for declaratory ruling, subject to the conditions specified
below.

Specifically, this ruling permits Satamatics to be owned indirectly by:
SGL and SWL (individually, up to and including 100 percent of the equity
and voting interests); Bryan and Alexander Jeeves, Cantebury Limited,
Liverpool Limited and Barclay Limited (individually and collectively, up
to and including 38.83% of the equity and voting interests); and by
SGL's other named foreign shareholders in the amounts specified in the
petition. Satamatics may accept up to and including an additional,
aggregate 25 percent indirect equity and/or voting interest from the
named foreign shareholders of SGL and from other foreign investors
without seeking further Commission approval subject to the following
conditions: (1) any additional foreign ownership shall not cause the
amount attributable to a single individual or entity to exceed 25
percent of Satamatics' indirect equity or voting interests; and (2) in
accordance with section 310(d) of the Act, any additional foreign
investment shall not result in a transfer of control, *pro forma* or
substantive, of Satamatics. In addition, Satamatics shall seek prior
Commission approval before it accepts any additional investment,
directly or indirectly, that would increase the equity or voting
interests held by Bryan or Alexander Jeeves above the specified amount.
We emphasize that, as a Commission licensee, Satamatics has an
affirmative duty to monitor its foreign equity and voting interests and
to calculate these interests consistent with the attribution principles
enunciated by the Commission.

As noted above, most of Satamatics' changes in ownership approved by
this Public Notice occurred without the required prior Commission
consent, and the grant of the instant applications and petition is
without prejudice to any enforcement action by the Commission for
non-compliance with the Commission's rules. The consummation of any
remaining portions of this transaction shall be completed within 60 days
from the date of release of this Public Notice.[^14] Within 30 days of
consummation, the Commission shall be notified by letter of the date of
consummation and the file numbers of the applications involved in the
transaction.[^15] Failure to comply with all relevant Commission rules
and policies, and any specific conditions of this grant, could result in
the imposition of fines and forfeitures.

Pursuant to section 1.103 of the Commission's rules, the grant is
effective upon release of this Public Notice.[^16] Petitions for
reconsideration under section 1.106 or applications for review under
section 1.115 of the Commission's rules may be filed within 30 days of
this Public Notice.[^17]

**- FCC -**

**Attachment A**

**INTERNATIONAL SECTION 214 AUTHORIZATIONS**

**[File No.]{.underline} [Authorization Holder]{.underline}
[Authorization Number]{.underline}**

ITC-T/C-20070319-00113 Satamatics, Inc. ITC-214-20020228-00160

**SECTION 310(d) APPLICATIONS**

**Part 25-Satellite Earth Station Authorization Applications**

**[File No.]{.underline} [Licensee]{.underline} [Call
Sign]{.underline}**

SES-T/C-20061221-02208 Satamatics, Inc. E020074

**SECTION 310(b)(4) PETITION FOR DECLARTORY RULING**

**[File No.]{.underline}**

ISP-PDR-20061221-00019

[^1]: 47 U.S.C. §§ 214(a), 310(d). The International Bureau placed the
    transfer of control applications on public notice as acceptable for
    filing on March 23, 2007 and March 28, 2007. *See* Public Notices,
    Report No. TEL-01126NS (rel. March 23, 2007) (transfer of
    international section 214 authorization), and Report No. SES-00912
    (rel. March. 28, 2007) (transfer of blanket mobile earth terminal
    license). A list of the applications and the companion petition for
    declaratory ruling is attached to this Public Notice as Appendix A.

[^2]: Satamatics also has pending applications for authority to add the
    new Inmarsat 4F2 satellite at the 52.75 degree W.L. orbital location
    as a point of communication (File No. SES-MFS-20051202-01665) and
    for section 214 authority to provide Inmarsat D+ service using
    fourth-generation Inmarsat satellites (File No.
    ITC-214-20060207-00086). Satamatics amended both applications on
    March 5, 2007 to reflect the transfer of control and other ownership
    changes for which the Applicants seek approval in the instant
    proceeding. Grant of the transfer of control applications and the
    petition for declaratory ruling is without prejudice to Commission
    action on Satamatics' pending applications.

[^3]: 47 U.S.C. § 310(b)(4). The International Bureau placed the
    petition for declaratory ruling on public notice as acceptable for
    filing on March 23, 2007. *See* Public Notice, Report No.
    TEL-01126NS (rel. March 23, 2007).

[^4]: *See* Application, ITC-T/C-20070319-00113, Attachment 1.

[^5]: See *Authorizations Granted, Applications of Satamatics, Inc.,
    Satamatics Worldwide Limited, and Richtec PLC to Transfer Control of
    Licenses and Authorizations and Request for a Declaratory Ruling on
    Foreign Ownership*, IB Docket No. 04-285, Public Notice, DA 04-3997,
    19 FCC Rcd 24511 (IB/WCB 2004) ("*2004 Public Notice*").

[^6]: Four citizens of the United Kingdom would hold an aggregate 43.13%
    ownership interest in SWL. Canterbury Limited and Liverpool Limited,
    both registered in St. Vincent and the Grenadines, and wholly owned
    by Bryan Jeeves, a citizen of Liechtenstein, would hold an aggregate
    56.86% ownership interest. *See* *2004 Public Notice*, 19 FCC Rcd at
    24513.

[^7]: The following conditions applied to the Satamatics grant: (1) no
    single foreign individual or entity, with the exception of SWL,
    Canterbury Limited, Liverpool Limited and Bryan Jeeves may acquire
    indirect equity or voting ownership interest of Satamatics in excess
    of 25% without Commission approval; and (2) Satamatics shall seek
    additional approval before it accepts any additional indirect
    investments from Canterbury Limited, Liverpool Limited and Bryan
    Jeeves. *See id*.

[^8]: On January 1, 2005, Alexander Jeeves was given joint ownership and
    control of a foreign-organized private mutual fund that had been
    wholly owned and controlled by his father, Bryan Jeeves (also a
    citizen of Liechtenstein). The mutual fund, in turn, wholly owned
    two companies registered in St. Vincent and the Grenadines,
    Cantebury Limited and Liverpool Limited. As of January 1, 2005,
    Cantebury Limited and Liverpool Limited together held 51.64% of the
    total capital stock and 41.41% of the voting stock of SWL. By
    October 12, 2006, Cantebury Limited, Liverpool Limited and a new
    foreign-organized affiliate, Barclay Limited, together held 42.76%
    of SWL's total outstanding capital stock (representing both equity
    and voting interests in SWL). *See* Application,
    ITC-T/C-20070319-00113, Attachment 1.

[^9]: On that same day, additional shares in SGL were offered to
    existing shareholders of SWL as well as to a small number of
    employees and directors of SGL who had not previously held any
    shares in SWL. *See id.*

[^10]: *See* *id*.

[^11]: The petition lists the names, percentage interest held and
    citizenship of individuals with less than a 4.76% ownership interest
    in SGL. The entity, Quidditch Venture Ltd., is an investment vehicle
    created under the laws of Hong Kong solely for the purpose of
    holding shares on behalf of David Chiu, who is a resident and
    citizen of Hong Kong. *See* Petition for Declaratory Ruling,
    Attachment B.

[^12]: *Rules and Policies on Foreign Participation in the U.S.
    Telecommunications Market; Market Entry and Regulation of
    Foreign-Affiliated Entities,* Report and Order and Order on
    Reconsideration, 12 FCC Rcd 23891 (1997) (*Foreign Participation
    Order*), *modified by Order on Reconsideration*, 15 FCC Rcd 18158
    (2000).

[^13]: *See id*., 12 FCC Rcd at 23896, ¶ 9, 23913, ¶ 50, and 23940, ¶¶
    111-112.

[^14]: 47 C.F.R. § 25.119(f).

[^15]: *Id.*; *see also* 47 C.F.R. § 1.948(d).

[^16]: 47 C.F.R. § 1.103.

[^17]: 47 C.F.R. §§ 1.106, 1.115.