Cinven and Warburg Pincus plan to further reduce stake in Ziggo N.V.
- Ziggo shareholders Cinven, Warburg Pincus and their co-investors intend to sell ca. 40 million ordinary shares in Ziggo N.V. via accelerated bookbuild
- Resulting in a stake of approximately 17.1% in Ziggo N.V.
Ziggo N.V. ("Ziggo") hereby announces that its major shareholders, Cinven Cable Investments S.à r.l. and WP Holdings IV B.V. (respectively "Cinven" and "Warburg Pincus") have last night (March 18, 2012) announced an offering of ca. 40 million existing Ziggo N.V. shares owned by them and certain of their co-investors (the "Offering").
The offer size is equivalent to 20% of Ziggo's ordinary share capital.
The current direct combined ownership interest of Cinven, Warburg Pincus and their co-investors is 74.2 million shares, representing 37.1% of Ziggo's ordinary share capital. After the completion of the transaction, Cinven, Warburg Pincus and their co-investors will own a combined 34,2 million shares in Ziggo, representing approximately 17.1% of the capital.
The shares offered in the Offering will be placed in a private placement to investors outside the United States on a Reg S basis, and to US Qualified Institutional Buyers under an available exemption. The price per share and the final number of shares sold will be determined on completion of the bookbuilding.
Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States, Canada, Australia or Japan or any jurisdiction in which such offer or sale would be unlawful. This communication is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended. There will be no public offer of the securities referred to herein in the United States. This communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the -FSMA"). Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in the United States, Canada, Australia or Japan or any jurisdiction in which such offer or sale would be unlawful. The offering and the distribution of this communication and other information in connection with the transaction referred to herein may be restricted by law and persons into whose possession this communication or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The above is given for information only and is derived from sources deemed reliable. No representation is made as to its accuracy or completeness, and accordingly should not be relied upon as such. No offering document or prospectus has been or will be prepared in connection with the offering of the securities referred to herein. Each Investor shall be deemed to acknowledge that
(a) it may not rely on any investigation that Barclays and the Seller or any of their respective affiliates or any person acting on their respective behalves may have conducted with respect to the Shares, or the Company; (b) it has conducted its own investigation with respect to the Shares and the Company and any purchase will be made on the basis of publicly available information (c) it has made it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Shares; and (d) it has received all information which it believes is necessary or appropriate in connection with its purchase of the Shares. Each Investor shall be deemed to confirm that it has such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of the prospective investment in the Shares, and that it and any accounts for which it is acting are each able to bear the economic risk of the prospective investment and can afford the complete loss of such investment. This communication is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the -Securities Act-), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to herein may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into, the United States absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities referred to herein in the United States.
This communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the -FSMA"). Accordingly, this communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom or to persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. This communication is being distributed on the basis that each person in the United Kingdom to whom it is made available or at whom it is directed is (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Financial Promotion Order"); (ii) a person within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order; or (iii) any other person to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as "relevant persons"). This communication and the securities referred to herein are, and will be made, available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, such relevant persons. No other person should rely or act upon it. This communication is not intended for distribution to and must not be passed on to any retail client.