Successful pricing of €750m Senior Secured Notes
Ziggo ('Ziggo' or the 'Company'), the largest cable operator in the Netherlands, today announced the successful pricing of its €750 million senior secured notes due 2020 (the 'Notes'). The Notes will be issued by Ziggo B.V.. They will have a coupon of 3.625% per annum and will be issued at a price equal to 99.8% of their face value to yield 3.658% per annum. As a result, the Term
Loan A under our new Credit Facility will be reduced from €400mn to €150mn and the Revolving Credit Facility will consist of the earlier announced €400mn.
The net proceeds, in combination with the proceeds of the new credit facility, will be used to repay outstanding amounts under the Company's existing Senior Credit Facility. This refinancing will lead to reduced financing costs for the Company as well as an extension of the debt maturity.
Important Regulatory Notice
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes in the United States.
European Economic Area
This announcement has been prepared on the basis that the offering of the Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This announcement does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the Netherlands. The securities referred hereto have not been and shall not be offered, sold, transferred or delivered to the public in the Netherlands unless in reliance on Article 3(2) of the Prospectus Directive and provided: (i) such offer is made exclusively to legal entities which are qualified investors (as defined in the Prospectus Directive and which includes authorized discretionary asset managers acting for the account of retail investors under a discretionary investment management contract) in the Netherlands; or (ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch Financial Supervision Act (Wet op het financieel toezicht) (the "FSA"); or (iii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable.
This announcement is being distributed only to, and is directed only at (a) persons who are outside the United Kingdom, (b) persons who have professional experience in matters relating to investments who fall within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as 'relevant persons'). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Neither the content of Ziggo's website nor any website accessible by hyperlinks on Ziggo's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into jurisdictions other than the Netherlands or the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Ziggo B.V. assumes no obligation to update or correct the information contained in this announcement.