Ziggo‘s major shareholders, Cinven and Warburg Pincus are to further reduce their stake in the company due to strong investor demand. Ziggo is a Dutch provider of entertainment, information and communication through television, Internet and telephony services.
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.
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.
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.