UPC Holding BV (together with its subsidiaries, the “UPC
Group”), today announces that its parent, Liberty Global plc
(“Liberty Global”), and Vodafone have entered into a
definitive agreement (the “Acquisition Agreement”) for the
acquisition by Vodafone of the UPC Group’s operations in Hungary,
Romania and the Czech Republic, together with certain other
businesses owned by Liberty Global (the “Proposed
Acquisition”).
UPC Holding has outstanding the following debt securities listed
on the Irish Stock Exchange:
- $550,000,000 original aggregate
principal amount of 5.500% Senior Notes due 2028 (Rule 144A CUSIP:
90320LAG2; ISIN: US90320LAG23; Regulation S CUSIP: N9T41QAG3; ISIN:
USN9T41QAG33) (the “2028 Senior Notes”); and
- €635,000,000 original aggregate
principal amount of 3.875% Senior Notes due 2029 (Rule 144A common
code: 162996983; ISIN: XS1629969830; Regulation S common code:
162996932; ISIN: XS1629969327) (the “2029 Senior Notes”,
together with the 2028 Senior Notes, the “Senior
Notes”).
UPCB IV has outstanding the following debt securities listed on
the Irish Stock Exchange:
- €600,000,000 original aggregate
principal amount of 4.000% Senior Secured Notes due 2027 (Rule 144A
common code: 111729808; ISIN: XS1117298080; Regulation S common
code: 111729760; ISIN: XS1117297603) (the “2027 Senior Secured
Notes”); and
- $1,140,000,000 original aggregate
principal amount of 5.375% Senior Notes due 2025 (Rule 144A CUSIP:
US90320MAA3; ISIN: US90320MAA36; Regulation S CUSIP: G9300MAA0;
ISIN: USG9300MAA02) (the “2025 Senior Secured Notes”).
UPCB VII has outstanding the following debt securities listed on
the Irish Stock Exchange:
- €600,000,000 original aggregate
principal amount of 3.625% Senior Secured Notes due 2029 (Rule 144A
common code: 163425319; ISIN: XS1634253196; Regulation S common
code: 163425262; ISIN: XS1634252628) (the “2029 Senior Secured
Notes”, together with the 2027 Senior Secured Notes, the 2028
Senior Notes and the 2029 Senior Notes, the “Notes”).
The Proposed Acquisition will be notifiable to the European
Commission for regulatory approval, which is expected to occur in
the mid 2019. There is no guarantee that the Proposed Acquisition
will be consummated.
Further details regarding the Proposed Acquisition are set forth
in Liberty Global’s announcement, dated today, which is available
on Liberty Global’s web site (www.libertyglobal.com).
This communication is for information purposes only and does
not constitute or form part of, and should not be construed as, an
offer to sell or the solicitation of an offer to buy, or of
consents under, any securities (including the Notes) in any
jurisdiction, including the United States or an inducement to enter
into investment activity.
Disclosure of inside information by UPC Holding, UPCB IV and
UPCB VII under Article 17(1) of Regulation (EU) 596/2014.
UPC Holding:The DirectorsUPC Holding
B.V.Boeingavenue 531119 PE Schiphol-RijkThe
NetherlandsFacsimile No.: +31 20 778 9841
UPCB IV:The DirectorsUPCB Finance IV
LimitedPO Box 1093, Boundary HallCricket
SquareGrand Cayman, KY1-1102Cayman
IslandsFacsimile No.: +1 345 945 7100
UPCB VII:The DirectorsUPCB Finance VII
LimitedPO Box 1093, Boundary HallCricket
SquareGrand Cayman, KY1-1102Cayman
IslandsFacsimile No.: +1 345 945 7100
Issued by: UPC Holding, UPCB IV and UPCB VII
About UPC Group
The UPC Group provides market-leading triple- and quad-play
services through next-generation networks and innovative technology
platforms across seven countries that connected 6.8 million
customers subscribing to 13.3 million television, internet and
fixed-line telephony services as of December 31, 2017. In addition,
the UPC Group served 271,000 mobile subscribers at December 31,
2017.
This announcement is not directed at, or intended for
distribution to or use by any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution or use would be contrary to
law or regulation or which would require any registration or
licensing.
The securities of UPC Holding, UPCB IV and UPCB VII have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered, sold, resold or otherwise
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities law of any state or
other jurisdiction of the United States.
This announcement contains or, incorporates by reference,
“forward-looking statements.” These forward-looking statements may
be identified by the use of forward-looking terminology, including
the terms “believes,” “estimates,” “anticipates,” “projects,”
“expects,” “intends,” “aims,” “plans,” “predicts,” “may,” “will,”
“seeks,” “could,” “would,” “shall” or “should” or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts and include statements regarding the
intentions, beliefs or current expectations of the UPC Group
concerning, among other things, the Proposed Acquisition and UPC
Group’s results of operations, financial condition, prospects,
growth, strategies and the industries in which the UPC Group
operates.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future or are beyond
the UPC Group’s control. Forward-looking statements are not
guarantees of future performance and are based on one or more
assumptions relating to the UPC Group’s actual results of
operations and financial condition and the development of the
industries in which the UPC Group operates may differ materially
from those suggested by the forward-looking statements contained
in, or incorporated by reference into, in this announcement. In
addition, even if the UPC Group’s actual results of operations,
financial condition and the development of the industries in which
the UPC Group operates are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of results or developments in
subsequent periods.
The forward-looking statements contained in, or incorporated by
reference into, this announcement speak only as of the date of this
announcement. The UPC Group expressly disclaims any obligations or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law.
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Liberty Global plcInvestor RelationsJohn Rea+1 303 220 4238
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