Consent Solicitation re Senior Secured Notes

November 16, 2015

Cable & Wireless Communications Plc announces proposed change of control and

consent solicitation in respect of the 6.875% Senior Notes due 2022 issued by its wholly

owned subsidiary Sable International Finance Limited

Cable & Wireless Communications Plc ("CWC" and, together with its subsidiaries, the "CWC Group"), today announces that it and Liberty Global plc ("Liberty Global") have reached agreement regarding the terms of a recommended acquisition through which the entire issued and to be issued ordinary share capital of CWC will be acquired by Liberty Global (the "Proposed Acquisition"). The CWC Group has outstanding the following debt securities listed on the Luxembourg Stock Exchange:

· $750,000,000 aggregate principal amount of 6.875% Senior Notes due 2022 issued by CWC's wholly owned subsidiary Sable Finance International Limited ("SIFL") (Rule 144A CUSIP: 785712AE0; ISIN: US785712AE09; Regulation S CUSIP: G77636AB7; ISIN:USG77636AB74) (the "2022 Notes"); and

· $1,250,000,000 aggregate principal amount of 7.375% Senior Notes due 2021 issued by CWC's wholly owned subsidiary Columbus International Inc. (Rule 144A CUSIP: 199300AB0; ISIN: US199300AB04; Regulation S CUSIP: P2894NAC1; ISIN: USSP2894NAC13) (the "2021 Notes").

The CWC Group has outstanding the following debt securities listed on the London Stock Exchange:

· $400,000,000 aggregate principal amount of 8 3/4% Senior Secured Notes due 2020 issued by SIFL (Rule 144A CUSIP: 785712AB6; ISIN: US785712AB69; Regulation S CUSIP: G77636AA9; ISIN: USG77636AA91) (the "2020 Notes"); and

· £147 million aggregate principal amount of 8.625% bonds due 2019 issued by Cable and Wireless International Finance B.V. (ISIN: XS0050504306 ).

The Proposed Acquisition is subject to the affirmative approval of the shareholders of CWC and Liberty Global, respectively, the scheme of arrangement being sanctioned by the UK Court and certain other regulatory and customary conditions, and there is no guarantee that the Proposed Acquisition will be consummated. The Proposed Acquisition is expected to be effected by means of a two-step, integrated process consisting of a scheme of arrangement pursuant to the UK Companies Act 2006, followed by a merger of CWC with and into a newly incorporated directly or indirectly wholly-owned subsidiary of Liberty Global (the "Merger"). If Liberty Global elects, with the consent of the UK Panel on Takeovers and Mergers, to implement the Proposed Acquisition by way of a takeover offer and the Merger, the Proposed Acquisition would remain on the same terms and conditions, save for certain changes including but not limited to it becoming unconditional as to acceptances, and certain conditions relating to the scheme of arrangement process would no longer apply.

Further details regarding the Proposed Acquisition are set forth in CWC's announcement, dated today, which is available on CWC's web site (www.cwc.com).

In connection with the Proposed Acquisition, SIFL is soliciting (the "Solicitation") consents from holders ("Holders") of the 2022 Notes to proposed amendments to (the "Proposed Amendments"), and waivers of (the "Proposed Waivers" and, together with the Proposed Amendments, the "Proposed Amendments and Waivers") certain provisions of the indenture governing the 2022 Notes, dated as of August 5, 2015 among, SIFL, CWC and the other guarantors named therein, Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), and Deutsche Bank AG, London Branch, as London Paying Agent (the "Agent") (the "Indenture") (terms used but not otherwise defined in this announcement have the meanings ascribed to them under the Indenture).

No action is being taken at this time in respect of the 2020 Notes or the 2021 Notes.

The Solicitation is being made on the terms and subject to the conditions set forth in a consent solicitation statement dated today (the "Solicitation Statement"). The Solicitation will expire at 11:00 p.m. Luxembourg time (5:00 p.m. New York City time), on November 24, 2015 (such date and time, as it may be extended with respect to the Solicitation, the "Expiration Time"), unless extended or earlier terminated by SIFL. The Solicitation is subject to customary conditions, including, among other things, the receipt of valid consents with respect to at least a majority in aggregate principal amount of the Outstanding 2022 Notes on or prior to the Expiration Time (which consents have not been validly revoked) (the "Required Consents"). CWC and SIFL reserve the right to modify the terms of, or terminate, the Solicitation at any time.

The purpose of the Solicitation is to obtain the Required Consents to the Proposed Amendments and Waivers. The Proposed Waivers include a waiver of any obligation that SIFL may have under the Indenture to make a Change of Control Offer within 30 days following the date of the closing of the Proposed Acquisition, which would represent a Change of Control under the terms of the Indenture; a waiver of any and all other defaults that might result from the closing of the Proposed Acquisition; and a waiver of any obligation or requirement that CWC (or any successor) or SIFL may have under clauses (3), (4) and (5) of Section 801 ("Parent May Consolidate, Etc., Only on Certain Terms") of the Indenture in connection with any of the Mergers and such clauses will be deemed not to apply to any of the Mergers.

The Proposed Amendments include amendments to the definitions in the Indenture, among others, of "Change of Control," "Adjusted Consolidated EBITDA," "Applicable Amount," "Consolidated EBIT," "Consolidated Debt," "Excluded Contributions," "Indebtedness" and "Permitted Investments"; insertion of the definition of "Subordinated Shareholder Loans"; and amendments to the "Limitation on Incurrence of Indebtedness," "Limitation on Restricted Payments" and "Limitation on Transactions with Affiliates" covenants.

A newly formed wholly-owned subsidiary of Liberty Global has agreed to pay on behalf of SIFL, or simultaneously reimburse SIFL for, all Consent Payments. Upon the terms and subject to the satisfaction and waiver of all of the conditions set forth in the Solicitation Statement, an aggregate cash payment of $22,500,000 will be payable to Holders, on a pro rata basis, who have validly delivered their Consents prior to the Expiration Time and not validly revoked prior to the Revocation Deadline, 50% of which will be payable by or on behalf of SIFL at or promptly after the Expiration Time, in consideration for and in respect of the Consents to the Proposed Waivers and, 50% of which will be payable by or on behalf of SIFL, on or promptly after the date of the closing of the Proposed Acquisition, in consideration for and in respect of the Consents to the Proposed Amendments (together, the "Consent Payment"). The date on which the second portion of the Consent Payment will be made, if such date occurs, is uncertain and depends on, among other things, the receipt of the affirmative approval of the shareholders of CWC and Liberty Global, respectively, the scheme of arrangement being sanctioned by the UK Court and certain other regulatory and customary conditions.

If Consents are validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline with respect to 100% of the aggregate Outstanding 2022 Notes, then the Consent Payment will be $30.00 per $1,000 principal amount of 2022 Notes. If Consents are validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline with respect to less than 100% of the aggregate Outstanding 2022 Notes, then the Consent Payment will be paid on a sliding scale, for example: (i) if Consents are validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline with respect to 75% of the aggregate Outstanding 2022 Notes, then the Consent Payment will be $40.00 per $1,000 principal amount of 2022 Notes, or (ii) if Consents are validly delivered prior to the Expiration Time and not validly revoked prior to the Revocation Deadline with respect to 50.1% of the aggregate Outstanding 2022 Notes, then the Consent Payment will be $59.88 per $1,000 principal amount of 2022 Notes.

The Proposed Amendments and Waivers are not conditions to the completion of the Proposed Acquisition. If the Required Consents are not received by the Expiration Time, any other condition set forth in the Solicitation Statement is not satisfied and/or waived or the Solicitation is terminated, none of the Proposed Amendments and Waivers will become operative, no Consent Payment will be made to Holders, and SIFL will be required under the Indenture to make a Change of Control Offer in respect of the 2022 Notes within 30 days following the date of the closing of the Proposed Acquisition. Irrespective of whether the Proposed Amendments and Waivers become effective and/or operative, the 2022 Notes will continue to legally exist and remain outstanding in accordance with all other terms of the Indenture, the 2022 Notes and any other relevant documents.

SIFL has engaged Goldman, Sachs & Co. and BNP Paribas to act as Solicitation Agents and Lucid Issuer Services Limited to act as Tabulation Agent for the Solicitation. Questions regarding the Solicitation may be directed to Goldman, Sachs & Co. at +1 212 902 5183 (collect) or +1 800 828 3182 (toll-free), attention Liability Management Group, or BNP Paribas at +44 (0) 207 595 8222 or dl.levsyndicate@uk.bnpparibas.com, attention Leveraged Syndicate or at +1 212 841 3059 (collect) or at +1 888 210 4358 (toll-free), attention Liability Management Group. Requests for documents relating to the Solicitation may be directed to Lucid Issuer Services Limited at +44 (0) 20 7704 0880 and sable@lucid-is.com, attention Paul Kamminga or Sunjeeve D. Patel.

This announcement is for informational purposes only and the Solicitation is only being made pursuant to the terms of the Solicitation Statement. The Solicitation is not being made to, and Consents are not being solicited from, Holders in any jurisdiction in which it is unlawful to make such Solicitation or seek, or grant, such consent. None of SIFL, CWC, Liberty Global, the Guarantors, the Trustee, the Tabulation Agent or the Solicitation Agents, makes any recommendation as to whether Consents to the Proposed Amendments and Waivers should be given. If the Required Consents are obtained, the Trustee will, upon receipt by the Trustee of the required documentation in form and substance reasonably satisfactory to the Trustee, enter into a supplemental indenture with respect to the 2022 Notes to give effect to the Proposed Amendments. This announcement will be made available on CWC's web site (www.cwc.com), posted to the Luxembourg Stock Exchange and posted to the London Stock Exchange.

Recipients of the Solicitation Statement and the accompanying materials should not construe its contents as legal, business or tax advice. Each Holder is responsible for assessing the merits of the Solicitation with respect to the 2022 Notes held by it and must make its own decision as to whether or not to deliver its Consent.

This communication 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 any securities in any jurisdiction, including the United States or an inducement to enter into investment activity.

About CWC Group

The CWC Group is a leading provider of telecommunications-based services, including mobile, high-speed broadband, traditional and IP-based voice services, and advanced digital video services, as well as wholesale broadband capacity and managed IT services to consumers, businesses, telecommunications carriers and governments in the Caribbean, Latin America and Seychelles. The CWC Group recently acquired Columbus International Inc. and its subsidiaries, forming a leading, regionally-focused, integrated telecommunications company capable of delivering "quad play" services to its retail customers and advanced carrier-grade broadband and managed IT services to corporate and government customers. With over 8,000 employees, the combined group is being organized around serving and offering best-in-class products and services to three key market segments: Consumer, Business Solutions and Networks & Wholesale. For more information visit www.cwc.com.

This announcement is for information purposes only and is not a solicitation of consents with respect to the 2022 Notes or any other securities. This announcement and the Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments and Waivers. Those documents should be consulted for additional information regarding the consent procedures and the conditions for the Solicitation. To receive copies of the Solicitation Statement or for questions relating to Solicitation, please contact the Tabulation Agent or the Solicitation Agents using the contact information given above. Any individual or company whose 2022 Notes are held by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity and instruct such entity, as the holder of such 2022 Notes, to consent in accordance with the customary procedures of DTC. If any holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Proposed Amendments and Waivers, it is recommended for such holder to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser.

Any deadlines set by any intermediary or clearing system may be earlier that the deadlines specified in the Solicitation Statement.

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 CWC and of SIFL 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 statement." 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 CWC and SIFL concerning, among other things, the CWC Group's results of operations, financial condition, prospects, growth, strategies and the industries in which the CWC 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 CWC Group's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions relating to the CWC Group's actual results of operations and financial condition and the development of the industries in which the CWC Group operates may differ materially from those suggested by the forward-looking statements contained in this announcement. In addition, even if the CWC Group's actual results of operations, financial condition and the development of the industries in which the CWC 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 this announcement speak only as of the date of this announcement. SIFL and CWC expressly disclaim 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.