14th Dec 2015 08:40
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Amendment of documents published on a website and entry into new documents required to be published on a website
Denver, Colorado - December 14, 2015:
In connection with the financing of its recommended offer (the "Offer") for all outstanding issued and to be issued shares of Cable and Wireless Communications Plc ("CWC"), Liberty Global plc ("Liberty Global") (NASDAQ: LBTYA, LBTYB, LBTYK, LILA and LILAK) announces that, on 7 December 2015, amendments were made to the terms of the following documents, each dated 16 November 2015:
(i) the commitment letter (as previously amended on 16 November 2015) between LGE Coral Holdco Limited, the mandated lead arrangers named therein, the underwriters named therein and the commitment party named therein (the "Commitment Letter");
(ii) the interim facility fee letter between LGE Coral Holdco Limited, the mandated lead arrangers named therein and the underwriters named therein;
(iii) the bridge facilities fee letter between LGE Coral Holdco Limited, the mandated lead arrangers named therein and the underwriters named therein; and
(iv) the refinancing facilities fee letter between LGE Coral Holdco Limited, the mandated lead arrangers named therein, the underwriters named therein and the commitment party named therein,
each of (ii) to (iv) above together being the "Fee Letters".
The amendments to the Commitment Letter included a cancellation notice in respect of the senior unsecured bridge facility between, among others, Sable International Finance Limited (a subsidiary of CWC), certain mandated lead arrangers, global coordinators and bookrunners and the facility agent, which was to be made available to Sable International Finance Limited in the event that the change of control consent solicitation in relation to its senior unsecured notes was unsuccessful. As announced by CWC on 24 November 2015, the solicitation was successful and, consequently, the facility is no longer required.
Separately, Liberty Global has agreed that the underwriters in connection with the financing may syndicate certain facilities under the refinancing facilities agreement in relation to the refinancing of certain existing indebtedness of Sable International Finance Limited between, among others, LGE Coral Holdco Limited (as finco), Sable International Finance Limited and CWC-US CO-Borrower LLC (as initial borrowers) and the Bank of Nova Scotia as administrative agent (the "Refinancing Facilities Agreement"), provided that any banks which come into the syndicate agree to the funding and fronting arrangements as set out in a fronting letter, dated 7 December 2015, between the underwriters and the administrative agent, each as named therein, (the "Fronting Letter"). It is not currently expected that the Refinancing Facilities Agreement will be entered into until after completion of the Offer.
Copies of each amended and restated Fee Letter, the amended Commitment Letter and the Fronting Letter will be available on Liberty Global's website, as required by Rule 26.2 of the City Code on Takeovers and Mergers (the "Code").
Further Information
A copy of this announcement will be made available on Liberty Global's website at www.libertyglobal.com.
Investors should note that in connection with the Offer for CWC, Liberty Global will be required to disclose, which may be on a daily basis, certain information about its share buyback program and capital structure, as well as other information relating to Liberty Global and the Offer. This information may be material to investors in connection with the Offer. This information will be posted on our website and will be released through the Regulatory News Service in the U.K., as required by the Code. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on our website, as well as through the Regulatory News Service, which can be accessed here:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
About Liberty Global
Liberty Global is the largest international cable company with operations in 14 countries. We connect people to the digital world and enable them to discover and experience its endless possibilities. Our market-leading products are provided through next-generation networks and innovative technology platforms that connected 27 million customers subscribing to 57 million television, broadband internet and telephony services at September 30, 2015. In addition, we served five million mobile subscribers and offered WiFi service across six million access points.
Liberty Global's businesses are currently attributed to two tracking stock groups: the Liberty Global Group (NASDAQ: LBTYA, LBTYB and LBTYK), which primarily comprises our European operations, and the LiLAC Group (NASDAQ: LILA and LILAK, OTC Link: LILAB), which comprises our operations in Latin America and the Caribbean.
Liberty Global's consumer brands are Virgin Media, Ziggo, Unitymedia, Telenet, UPC, VTR and Liberty. Our operations also include Liberty Global Business Services and Liberty Global Ventures.
For more information, please visit www.libertyglobal.com or contact:
Investor Relations:
| Corporate Communications: |
Oskar Nooij +1 303 220 4218
Christian Fangmann +49 221 8462 5151
John Rea +1 303 220 4238 | Marcus Smith +44 20 7190 6374
Bert Holtkamp +31 20 778 9800
Matt Beake +44 20 8483 6428 |
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CWC.L