Cinven and Warburg Pincus plan to further reduce stake in Ziggo N.V.

2012-10-25 08:56:45 -

Utrecht, October 25, 2012

· Ziggo shareholders Cinven, Warburg Pincus and their co-investors
intend to sell ca. 37 million ordinary shares in Ziggo N.V. via accelerated book
· Over-allotment option of up to an additional ca. 3 million ordinary
shares
· Offering upsized yesterday night due to strong investor demand
· Resulting in a stake of approximately 38.6% in Ziggo N.V., assuming
no exercise of the over-allotment option

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 (24 October 2012) announced an offering of ca. 25
million existing Ziggo N.V. shares owned by them and certain of their co-
investors

(the "Offering"), with an over-allotment option of up to an additional
ca. 2 million shares and have later last night due to strong investor demand
announced an upsizing of the Offering to ca. 37 million shares with an over-
allotment option of up to an additional ca. 3 million shares.

The revised offer size is equivalent to 18.5% of Ziggo's ordinary share capital,
excluding the over-allotment option.

The current direct combined ownership interest of Cinven, Warburg Pincus and
their co-investors is 114.2 million shares, representing 57.1% of Ziggo's
ordinary share capital. After the completion of the transaction, assuming no
exercise of the over-allotment option, Cinven, Warburg Pincus and their co-
investors will own a combined 77.2 million shares in Ziggo, representing
approximately 38.6% of the capital.

The shares offered in the Offering will be placed in an accelerated private
placement to international and Dutch institutional investors on a Reg S basis,
and to US QIBs on a 144A basis. The price per share and the final number of
shares sold will be determined on completion of the bookbuilding.

In order to launch the Offering, Cinven, Warburg Pincus and their co-investors
have received a waiver of the current lock-up commitment, which was due to
expire next week, 1 November 2012. Cinven, Warburg Pincus and their co-investors
have agreed not to dispose of any further Ziggo shares for 90 days following the
completion of this Offering, subject to the customary exceptions.

Important notices
This document and the information contained herein is not for release,
publication or distribution in whole or in part in or into the United States.
This document does not contain or constitute an offer for sale or the
solicitation of an offer to purchase securities in the United States or in any
other jurisdiction. The securities referred to herein have not been and will not
be registered under the US Securities Act of 1933, as amended, (the "Securities
Act") and may not be offered or sold in the United States absent registration
under the Securities Act or pursuant to an available exemption from, or a
transaction not subject to, the registration requirements of the Securities Act.

This document is only addressed to and directed at persons in member states of
the European Economic Area who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified
Investors"). In addition, in the United Kingdom, this document is being
distributed only to, and is directed only at, Qualified Investors who are
persons who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or who are high net
worth entities falling within Article 49(2)(a) to (d) of the Order, and other
persons to whom they may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this document relates is available only to relevant persons in the United
Kingdom and Qualified Investors in any member state of the European Economic
Area other than the United Kingdom, and will only be engaged with such persons.

In connection with the Offering, Morgan Stanley & Co. International plc (the
"Stabilising Manager") (or persons acting on behalf of the Stabilising Manager)
may over-allot shares or effect transactions with a view to supporting the
market price of the shares at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) will undertake stabilisation
action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final price of the shares is made and, if
begun, may be ended at any time, but it must end no later than 30 days after the
date shares have been allotted in the Offering.

Each of the Joint Bookrunners may participate in the Offering on a proprietary
basis.

About Ziggo
Ziggo is a Dutch provider of entertainment, information and communication
through television, Internet and telephony services. The company serves around
2.9 million households, with almost 1.8 million Internet customers, more than
2.2 million customers for digital television and 1.5 million telephony
subscribers. Business-to-business customers use services such as data
communication, telephony, television and Internet. The company owns a next-
generation network capable of providing the bandwidth required for all future
services currently foreseen. More information on Ziggo can be found on:
www.ziggo.com

Not for publication
For more information please contact:

Press Martijn Jonker, Senior
Communications Officer
+31 (0)88 717
2419
martijn.jonker@office.ziggo.nl

Analysts and Investors Wouter van de Putte, Director Corporate Finance &
Investor Relations
+31 (0)88 717 1799
investorrelations@office.ziggo.nl

Christian
Berghout, Manager Corporate
Finance & Investor Relations
+31 (0)88 717
1051

This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.

Source: Ziggo via Thomson Reuters ONE
[HUG#1652233]