Dutch cable operator Ziggo has finalised its IPO on NYSE Euronext in Amsterdam. Ziggo’s investors include private equity firms Cinven and Warburg Pincus.
Ziggo N.V. (“Ziggo” or the “Company”), the largest cable operator in the Netherlands, today announces that it has successfully settled its IPO. The Joint Bookrunners on behalf of the underwriting banks have today fully exercised the over-allotment option.
The settlement of the Offering has taken place today. As part of the Offering and as set forth in the prospectus dated March 9, 2012, the over-allotment shareholders, which include affiliates of Cinven and Warburg Pincus, had granted the underwriting banks the option to acquire up to 6,521,740 ordinary shares at the offer price of Euro 18.50 in addition to the 43,478,260 ordinary shares of the base transaction. With today’s full exercising of the over- allotment option, the free float of Ziggo N.V. amounts to 50 million shares (including the over- allotment shares). This corresponds to a free float of 25 percent of the issued share capital of 200 million shares.
J.P. Morgan and Morgan Stanley acted as joint global coordinators for the IPO; Deutsche Bank, J.P. Morgan, Morgan Stanley and UBS acted as joint bookrunners; ABN AMRO, HSBC, Nomura and Rabobank acted as joint lead managers; ABN AMRO and Rabobank acted as joint retail bookrunners; and Société Générale acted as co- lead manager.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. 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.
Except in the Netherlands, these materials are 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.
This document is not a prospectus and investors should not subscribe for any shares referred to in this document except on the basis of the information in the Prospectus as published by the Company. Copies of the Prospectus can be obtained, subject to applicable securities law restrictions, electronically via the website of Ziggo (www.ziggo.com) or, for Dutch citizens only, via the website of Euronext Amsterdam N.V. (www.euronext.com).
In connection with the IPO, J.P. Morgan Securities Ltd. as stabilization agent (the “Stabilization Agent”), or its agents, on behalf of the Underwriters (as defined in the Prospectus), may, to the extent permitted by applicable laws, over-allot ordinary shares or effect transactions with a view to supporting the market price of the ordinary shares, or any options, warrants or rights with respect to, or other interests in, the ordinary shares, if any, or other securities of the Company. These activities may raise or maintain the market price of the ordinary shares above independent market levels or prevent or retard a decline in the market price of the ordinary shares. Such transactions may be effected on NYSE Euronext in Amsterdam, in the over-the-counter markets or otherwise. The Stabilization Agent and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken. Such stabilization, if commenced, may be discontinued at any time and must be brought to an end within 30 days after the first trading date, March 21, 2012. Save as required by law or regulation, the Stabilization Agent does not intend to disclose the extent of any stabilization transactions under the IPO. The Stabilization Agent may, for stabilization purposes, over-allot ordinary shares up to a maximum of 15% of the total number of Offer Shares sold in the IPO.
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Ziggo is a Dutch provider of entertainment, information and communication through television, broadband internet and telephony services. The Company serves around 3.0 million households, home-offices and small businesses, with 1.7 million broadband internet subscribers, 2.2 million subscribers for digital television and 1.3 million telephony subscribers. Business to business customers use services such as telephony, broadband internet, television and data communication. The Company owns a next-generation network capable of providing the bandwidth required for all future services currently foreseen. Ziggo is listed on NYSE Euronext in Amsterdam.