2013-03-19 08:18:55 -
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.
IMPORTANT NOTICE
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.
About Ziggo
Ziggo is a Dutch provider of entertainment, information and communication
through television, internet and telephony services. The company serves around
2.8 million households, with almost 1.8 million internet subscribers, more
than 2.2 million subscribers using 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
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Not for publication Analysts and Investors
Wouter van de Putte
For more information please contact: Director Corporate Finance & Investor
Relations
Press +31 88 717 1799 |
Martijn Jonker
investorrelations@office.ziggo.nl
Director Communications a.i.
+31 88 717 2419 | Christian Berghout
Martijn.Jonker@office.ziggo.nl 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#1686225]
