Press Release of July 27, 2022
KLEO Connect GmbH and its Liechtenstein subsidiary, KLEO AG, have been involved since 2017/2018 in the realization of a global Low Earth Orbit satellite communications network based on the use of frequencies registered in Liechtenstein. This project is carried out by a European-Chinese consortium and envisages a LEO satellite network with more than 300 satellites to be fully operational by 2028.
Since February 2022, RIVADA Space Networks GmbH, which has close ties to the US military, and companies associated with it (hereinafter "Rivada") have been attempting to take over this project in a "hostile takeover". All of these attempts are illegal and by now the subject of numerous legal proceedings.
As was reported by various media in recent days, the Liechtenstein Office of Communications ("AK") has on 3 June 2022 requested a one-year extension of the so-called Resolution 35 (WRC-19) milestones for all satellite networks at the International Telecommunication Union ("ITU"). The AK justified this request, among other things, with alleged scarcity of launch capacities. Allegedly, these would affect the entire satellite industry, so that a general one-year extension of the milestone deadlines was suggested.
The so-called milestone system, which was established under international law by Resolution 35 and binds Liechtenstein as an ITU member, stipulates that certain percentages of the total number of satellites envisaged in a project must have been placed in orbit by certain dates. For the Liechtenstein satellite project, the first milestone requires the deployment of 10% of the planned satellites by June 2023.
In exceptional cases and provided that the operator submits numerous proofs, some of which are difficult to provide, the responsible regulatory authority may request from the ITU a waiver of the first milestone, if it appears certain that the subsequent milestone (which already requires the deployment of 50% of all satellites) can realistically be met. However, this is not the independent decision of the national regulatory authority, as the final approval has to be given by the ITU, whereby the national authorities of other member states may oppose such approval.
For a milestone waiver to be granted, it is not only necessary to provide evidence of actually available launch capacities, but also to submit binding contracts with satellite manufacturers for the production of the required satellites. These, in turn, require a solid financial background (which Rivada does not have) and a detailed elaboration of the technical details (which, contrary to Rivada's assurances given in the media, is not possible in the short time available).
The AK's request of 3 June 2022, issued at Rivada's instigation, is a clear indication that Rivada is having difficulties meeting even the requirements for the Milestone 1 waiver (let alone the requirements of the first milestone itself).
The request of the AK has in the meantime been rejected by the competent ITU bodies. The Radio Regulations Board ("RRB") states that it is not in a position to follow the request of the Liechtenstein administration and calls upon it to act in accordance with the provisions of the ITU regulations and in particular Resolution 35 (WRC-19). For this reason, approval of a Milestone 1 waiver by the ITU is also unlikely.
This is not only an embarrassment to AK as a regulatory authority, but also a significant setback for the Rivada project. Based on the information available, it can be assumed that Rivada will not be able to meet the requirements for the Milestone 1 waiver that is now necessary for the survival of the project.
The investors of the KLEO-project already informed the AK in January 2022 and assured the AK that they would not only be able to fulfill the requirements for the Milestone 1 waiver in due time, but that they would even be able to meet the actual Milestone 1 criteria by deploying the planned number of satellites accordingly. The investors still maintain this assurance.
Apparently, the AK was not in a position to sufficiently analyse the realistic implementation of the Rivada project, even taking into account a possible milestone 1 waiver, before it explicitly supported this project. This misjudgement of the regulatory authority has now led to a massive loss of credibility of Liechtenstein on ITU level and significantly endangers the implementation of the project.
This affects not only the vested rights of the previous investors, which have invested over EUR 100 million in the satellite project, which Rivada is now illegally trying to appropriate, but also vital interests of the country of Liechtenstein, since in the event of Rivada's failure to implement the milestones, the frequencies will be irretrievably lost.
The investors have therefore called on the AK to work together on a solution for the successful implementation of the satellite project and to admit the colossal failure of the Rivada project. It has now become clear that only with the involvement of the KLEO companies and their investors, a successful implementation of the satellite project remains possible.
Announcement of April 18, 2022
A. Current status
The District Court Munich I has ruled on 31 March 2022 that KLEO Connect GmbH must treat Messrs Kaiser/Meister preliminarily as managing directors of our company until a competent arbitral tribunal will have finally decided on the validity of resolutions by which the majority shareholders of KLEO Connect GmbH have resolved on the removal of Messrs Kaiser/Meister from office for severe breaches of their managerial duties. KLEO has filed an objection against the decision of the District Court Munich I. The proceedings are still pending. We hereby inform you of that decision.
The majority shareholders are of the opinion that one of the severe breaches is, that on February 28, 2022, in a general assembly of Trion Space AG, Clemens Kaiser and Severin Meister secretly and illegally represented the company, violated the governance and contractual obligations of the company, and tried to lay the grounds for an infiltration of the KLEO project by RIVADA Networks at the expense of the majority shareholders of the company.
B. Project history and investment
- In 2014, the Office for Communications of the Principality Liechtenstein (OfCom) had submitted 3ECOM-1-2-3 frequency applications to ITU;
- In 2015, Mr. Klaus Rettig, father of the project, introduced Mr. Matthias Spott to key representative of the investors, who had been actively looking for investment opportunities in the satellite constellation sector in Europe at the time;
- As a result of this introduction, the consortium of the KLEO project was formed in 2017/2018, with the aim to leverage two Bring-into-Use satellites to be developed and launched from China by the investors to save the Liechtenstein ITU filings for the company, and to establish a European-Asian satellite network serving global and commercial customers;
- In September 2017, Trion Space AG entered the Frequency Usage Agreement with KLEO AG, a 100% subsidiary of the company;
- In October 2017, eightyLEO Holding GmbH (ELO) and China Everbest Development Co., Ltd (CED) signed the General Terms of Cooperation;
- From November 2017, KLEO Connect GmbH started receiving tranches of convertible bridge loans from CED;
- In January 2018, the OfCom granted Conditional Frequency Allocation Order to Trion Space AG;
- In November 2018, the investors of the company, Shanghai Spacecom Satellite Technology Ltd (SSST) and CED AG, received a Non-Objection Certificate by the Germany Ministry of Economics;
- All fundings for the consortium are provided by the investors and majority shareholders of the company, SSST and CED AG. About €120 million has been invested predominantly in Germany for this project. KLEO Connect GmbH received €45 million, ELO received €50 million, and Celeste Holding AG received €3 million.
Title: European-Asian Satellite Project
Subheading: Attempt of a "Hostile Takeover" by RIVADA
Various press releases by RIVADA Networks have induced the majority shareholders of KLEO Connect GmbH (the company), Shanghai Spacecom Satellite Technology Ltd (SSST) and CED AG with offices in China and Liechtenstein, to publish the following clarifications:
While RIVADA Networks is the focus of the current news reports, this is primarily about the minority shareholder of the company, namely eightyLEO Holding GmbH (ELO) with offices in Munich.
The consortium of the KLEO project was formed in 2017/2018, with the aim to leverage two Bring-into-Use satellites developed and launched by SSST to save the Liechtenstein ITU filings for the company, and to establish a European-Asian satellite network serving global and commercial customers.
The investors acquired a majority shareholding in the company after a detailed review by the German Federal Ministry of Economics in 2018 and have so far been the ONLY investors in this important project.
On a February 28, 2022, general assembly of Trion Space AG, Clemens Kaiser and Severin Meister secretly and illegally represented the company, violated the governance and contractual obligations of the company, and tried to lay the grounds for an infiltration of the KLEO project by RIVADA Networks.
This explains why ELO, Clemens Kaiser and Severin Meister currently try to destroy the company, inter alia by encouraging employees to terminate their employment relationships and by setting up a fake KLEO Connect website.
The changes in the consortium announced by RIVADA Networks in the media are completely without any basis and constitute the attempt of a so-called "hostile takeover" engineered by ELO at the expense of the majority shareholders of the company.
SSST had only recently confirmed to all parties that funding for the whole project and production of the satellites for the ITU Milestone 1 has been secured. Based on the effort and money already invested in the project as well as on the tight schedule of the ITU milestone requirements, we do not see any real chances of this project being realised by an alternative investor like for example RIVADA Networks.
Please be assured that the majority shareholders will take any legal means possible to ensure the majority control of KLEO Connect, the success of the project, as well as to protect the significant amount of investment already being contributed by SSST.
Last but not least, we must point out and remind all relevant industrial partners and the entire global investment community that the announced new adventure of RIVADA Networks entering the satellite communications business in such a way is on slippery legal footing.
KLEO Connect GmbH is aware that Dr. Clemens Kaiser, a former managing director of the company, and Mr. Severin Meister have launched a website under the domain "kleoconnect.com". This website has no relation to KLEO Connect GmbH. Dr. Clemens Kaiser and Mr. Severin Meister have no right whatsoever to use the company's name, business model and IP rights. KLEO Connect GmbH is currently pursuing all legal remedies against this attack.