Proposed Acquisition of Columbus International Inc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION

6 November 2014

Cable & Wireless Communications PlcProposed acquisition of Columbus International Incplacing of new shares

· The Board of Cable & Wireless Communications Plc ("CWC") today announces that it has agreed terms to purchase 100 per cent. of the equity of Columbus International Inc, a leading privately-owned fibre-based telecommunications and technology services provider operating in the Caribbean, Central America and the Andean region, for USD1.85bn

· The move will significantly enhance CWC's growth profile and accelerate the progress towards each of its strategic goals unveiled in May

· CWC also announces the placing of new shares constituting approximately 9.99 per cent. of CWC's outstanding share capital which will be used to finance in part the proposed acquisition

· The Enlarged Group is expected to generate significant operating cost and capital expenditure synergies, with additional revenue benefits also available

· The transaction will be earnings neutral in the first full year post-completion and materially earnings enhancing in subsequent years

· CWC's current dividend policy of 4c per share to be maintained post-completion

The Board of Cable & Wireless Communications Plc ("CWC" or the "Company") today announces that it has agreed terms to acquire Columbus International Inc ("Columbus") for consideration of approximately USD1.85bn (for 100 per cent. of the equity). In addition, CWC will assume Columbus' existing net debt as part of the Acquisition, which was USD1.17bn1 as at 30 June 2014.

CWC is a USD1.69bn revenue telecom services provider operating in 17 countries throughout the Caribbean, Latin America and the Seychelles. It serves 5.7m residential customers with a comprehensive suite of fixed telephony, high-speed broadband, television and mobile services. CWC also provides established and growing business-to-business and government telecom services in its regions, with an integrated portfolio from core telephony and connectivity (fixed and mobile), to managed network services, data centre hosting, and custom IT solutions and integration.

Columbus is a privately-owned diversified telecommunications and technology services company, based in Barbados, with approximately 700,000 residential customers in the Caribbean, Central America and the Andean region. In the Caribbean, it is one of the leading providers of triple-play cable TV and broadband enabled services over its proprietary fibre optic network infrastructure. Through its wholly owned subsidiary, Columbus Networks, Columbus provides backhaul connectivity to 42 countries in the region, as well as capacity and IT services, corporate data solutions and data centre services throughout the Caribbean, Central America and the Andean region. Columbus also provides next generation connectivity and IT solutions, managed networking and cloud-based services under the brand Columbus Business Solutions. For the year ended 31 December 2013, Columbus had revenue of USD505m with EBITDA of USD216m and total operating profit of USD104m. For the six months ended 30 June 2014, Columbus had revenue of USD284m with EBITDA of USD118m and total operating profit of USD48m. Columbus has enjoyed significant growth in revenue and profits in the past few years, and momentum is expected to continue prior to the closing of the transaction.

In May of this year, CWC announced its new strategy to investors, outlining four key areas of focus: Drive Mobile Leadership; Accelerate Fixed-Mobile Convergence; Reinforce TV Offer; and Grow B2B/B2G business. This strategy is underpinned by the announced USD1.05bn Project Marlin capital investment programme. CWC's strategy is in line with wider industry trends, where convergence of fixed and mobile networks, increasing content consumption, and significant traffic growth is driving requirements for high bandwidth fixed line networks and TV capabilities. Operators in Europe and the US, as well as CWC's competitors, are therefore seeking to build and acquire fixed line (terrestrial and submarine) networks that are best able to handle ever-growing data needs along with new TV capabilities. The Acquisition is therefore in line with CWC's strategy and consistent with broader industry trends.

The Acquisition will create an Enlarged Group with greater regional presence, scale and scope with assets and capabilities that the Board believes will reinforce and accelerate the realisation across each of CWC's four areas of strategic focus, as set out earlier this year.

· Mobile leadership - Mobile is the key entry point to consumers. The Acquisition will reinforce CWC's mobile leadership in the region, by providing an opportunity to cross-sell Columbus' fibre based services to CWC's mobile customers and improving CWC's mobile service through the ability to offload data onto the Enlarged Group's fixed networks, leveraging improved resilience and capacity. Increasingly, our customers tell us that they want to stream / cache / download TV content onto their mobile, tablet or laptop devices; this transaction will combine the retail distribution and sales and marketing skills of CWC, with the IP engineering and content skills of Columbus.

· Fixed-mobile convergence - the Acquisition will allow CWC to become a leading quad-play provider in the region with a comprehensive and compelling set of converged fixed and mobile services, including mobile, fixed line, high-speed broadband and pay-TV. The Enlarged Group will offer more competitive bundles, access to a superior network and enhanced internet access.

· Reinforce our TV offering - the Acquisition will increase the scale of CWC's pay-TV offering in the region, adding 5 new pay-TV markets, including Jamaica, and approximately 380,000 new pay-TV customers. In addition, it will enable CWC to leverage Columbus' strong TV operations and add a comprehensive channel portfolio, with comprehensive content, speeding up the planned market entry in 7 new CWC markets.

· Grow B2B/B2G offering - the Enlarged Group will own and operate one of the leading terrestrial fibre and subsea cable networks in the region, providing best-in-class resiliency and route diversity. The Enlarged Group will benefit from an expanded geographic footprint, specifically in Central and South America, as well as a strengthened product portfolio for business and government customers, and a robust platform for further market expansion.

The Acquisition will also strengthen the management team with highly skilled, experienced and entrepreneurial personalities focused on customer experience excellence and shareholder value creation.

The Board estimates that, as a result of the Acquisition, the Enlarged Group will be able to achieve recurring annualised pre-tax cost synergies of approximately USD85m which are expected to be delivered in full in the financial year 2017/18 and one-time capital expenditure synergies of approximately USD145m in the first three financial years following completion of the Acquisition, with additional revenue benefits also available.

It is currently intended that, following Completion, the Board will maintain the existing dividend policy of 4c per CWC Share.

The total consideration payable by CWC to acquire 100 per cent. of Columbus' equity is approximately USD1.85bn, to be settled through the payment of approximately USD707.5m in cash and the issue of 1,557,529,605 new ordinary shares in CWC (the "Consideration Shares")2 to entities ultimately controlled by John Risley (director and co-founder of Columbus), an entity ultimately controlled by John Malone (significant shareholder) and to Brendan Paddick (president, chief executive officer and co-founder of Columbus). As a result, the Principal Vendors will in aggregate hold approximately 36 per cent. of the ordinary shares in the Enlarged Group (after accounting for the Placing described below).

CWC and the Principal Vendors have agreed to enter into certain lock-up and put option arrangements, under which the Principal Vendors can require CWC to acquire certain of the Consideration Shares at the issue price of USD0.73493 per share in certain circumstances. Further details regarding these arrangements are set out in Appendix II to this announcement.

CWC proposes to finance the cash consideration of approximately USD707.5m through a combination of the net proceeds of a placing of new shares (the "Placing") constituting approximately 9.99 per cent. of CWC's outstanding share capital, that was separately announced today, and new debt financing (details of which are set out in section 9 of this announcement).

This announcement outlines the rationale for, and certain key terms as well as the intended financing of, the Acquisition. It also provides certain financial and other information about Columbus, including:

· a description of Columbus' business;

· selected consolidated financial information for Columbus for the years ended 31 December 2013, 31 December 2012 and 31 December 2011 prepared using accounting policies consistent with those adopted by CWC in preparing its latest annual financial statements;

· a current trading statement for Columbus in respect of the period for the six months to 30 June 2014, which includes information about certain other developments in Columbus' business occurring during the period. Momentum is expected to continue prior to closing of the transaction.

Because of its size in relation to CWC, the acquisition of Columbus constitutes a Class 1 transaction for CWC under the Listing Rules and will therefore require the approval of CWC's shareholders.

Certain funds managed by Orbis Investment Management Limited or its affiliates ("Orbis"), who own approximately 16.18 per cent. of the share capital of CWC and Invesco Asset Management Limited ("Invesco"), who owns approximately 5.05 per cent. of the share capital of CWC have irrevocably committed to vote in favour of the resolutions at the general meeting, and, if required, the Court meeting. 

Phil Bentley, CWC's Chief Executive Officer, said:

"This is a transaction that transforms CWC, providing a step-change in growth and returns. Columbus offers complementary TV, Broadband and B2B capabilities in complementary markets. Together, we will create the best-in-class quad-play offering in the region, delivered on a superior mobile, fibre and subsea network.This is a significant opportunity to better serve our customers and improve the ICT infrastructure of the communities in which we operate, whilst accelerating our strategy and delivering materially enhanced returns and synergy benefits."

Brendan Paddick, Columbus' president and chief executive officer, said:

"Together, we will form a truly market-leading business focused on our customers in the Caribbean, Central America and the Andean region. Combining our businesses makes both companies stronger, faster and smarter in competing with larger competitors. This transaction reinforces our commitment to transform connectivity in the region, to increase the attractiveness of the region to investors, to support the growth of the communities we serve by making them more globally accessible and competitive and to ensure that our customers always have access to a complete portfolio of products and services."This preceding summary should be read in conjunction with the full text of this announcement and its appendices.A meeting for analysts will be held today at 9.30 a.m. (GMT).CWC will in due course send a circular to shareholders convening a meeting to approve the Acquisition and certain related matters. CWC will also be required to publish a prospectus in connection with the transaction.Both the circular and the prospectus will include audited and unaudited consolidated financial statements for Columbus, as well as certain other financial information, prepared in accordance with the Listing Rules and the Prospectus Rules. It is possible that the financial information contained in any such circular and/or prospectus may differ from the financial information for Columbus set out in the Appendix I to this announcement.

Indicative timetable

For further information contact:

Cable & Wireless Communications Plc

Investors:

Kunal Patel +44 (0) 20 7315 4083

Mike Gittins +44 (0) 20 7315 4184

Media:

Grace Silvera +1 786 353 8156

Neil Bennett (Maitland) +44 (0) 20 7379 5151

Advisers:

Evercore (Financial Adviser and Sponsor)

Bernard Taylor +44 (0) 20 7653 6000

Julian Oakley +44 (0) 20 7653 6000

Capitalised terms used in this announcement shall have the meaning ascribed to them in Appendix X unless the context requires otherwise.

Evercore Partners International LLP ("Evercore") is authorised and regulated by the Financial Conduct Authority. Evercore is acting exclusively for CWC in connection with the matters set out in this announcement and the proposed acquisition. Evercore is not, and will not be, responsible to anyone other than CWC for providing the protections afforded to its clients or for providing advice in relation to the proposed acquisition or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Evercore accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on their behalf, in connection with CWC or the acquisition, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Evercore accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

This announcement does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe, for, underwrite or otherwise acquire, any securities of CWC or any member of its group in any jurisdiction or an inducement to enter into investment activity.

This announcement is not directed at, or intended for distribution to or use by: (i) any person or entity outside the United Kingdom; or (ii) 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 have not been and will not be registered under the US 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. There will be no public offering of any securities of CWC in 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 Board concerning, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industries in which the Company 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 Company's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions. The Company's actual results of operations and financial condition and the development of the industries in which the Company operates may differ materially from those suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's actual results of operations, financial condition and the development of the industries in which the Company 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. The Company and the Board 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, the Prospectus Rules, the Listing Rules, the London Stock Exchange Rules or the Disclosure Rules and Transparency Rules.

Proposed acquisition of Columbus International Inc

Placing of new shares

1. Introduction

The Board of Cable & Wireless Communications Plc ("CWC" or the "Company") today announces that it has agreed terms to acquire Columbus International Inc ("Columbus") for consideration of approximately USD1.85bn (for 100 per cent. of the equity). In addition, CWC will assume Columbus' existing net debt as part of the Acquisition, which was USD1.17bn4 as at 30 June 2014.

The consideration will be settled through the payment of approximately USD707.5m in cash (the "Cash Consideration") and the issue to the Principal Vendors of 1,557,529,605 new ordinary shares in CWC (the "Consideration Shares"). As a result, the Principal Vendors will in aggregate hold 36 per cent. of the ordinary shares in the Enlarged Group (after accounting for the Placing as described below). Each Principal Vendor has agreed at Completion to enter into lock-up and put option arrangements in respect of its Consideration Shares, an exception to which will enable it to require the Company to acquire certain of the Consideration Shares at their notional issue price of USD0.73495 in certain circumstances. Further details regarding the arrangements are set out in the Appendix II to this announcement.

In connection with the Acquisition, CWC is also launching a consent solicitation in respect of its USD400 million 8 3/4 per cent. Senior Secured Notes due 2020 (the "SIFL Bonds"), issued by its wholly-owned subsidiary Sable International Finance Limited ("SIFL"). The consent solicitation seeks approval of amendments to the indenture (the "Indenture") under which the SIFL Bonds were issued to enable CWC or a wholly-owned subsidiary of CWC to acquire Columbus directly without breaching the Indenture. The consent solicitation process is expected to take up to 10 business days.

If the requisite consents to amend the Indenture are not obtained, the Acquisition will instead be effected by a newly incorporated company, Cable & Wireless Communications Newco Plc ("New CWC") that will be put in place as the new holding company for the CWC Group prior to Completion of the Acquisition by means of a scheme of arrangement (a "Scheme") under sections 895 to 899 of the Companies Act 2006. Following the Scheme, New CWC would be able to acquire Columbus at Completion in a transaction that would not be subject to the restriction of the Indenture. In these circumstances, following the Acquisition, New CWC would become the holding company of the Enlarged Group, which would trigger an obligation on the part of SIFL to make a change of control offer (the "SIFL Change of Control Offer") to holders of the SIFL Bonds in accordance with the Indenture.

The Acquisition, whether made directly by CWC or New CWC, will trigger an obligation on the part of Columbus to make a change of control offer (the "Columbus Change of Control Offer") to holders of Columbus' USD1.25bn 7.375 per cent. senior notes due 2021 (the "Columbus Bonds").

The Acquisition, because of its size in relation to CWC, is a Class 1 transaction for CWC under the Listing Rules and will therefore require the approval of CWC's shareholders. A general meeting to approve the resolutions required to implement the Acquisition and, as appropriate, a Court meeting of CWC's shareholders to approve the Scheme will be convened as soon as practicable. The approvals of the Company's shareholders will be by a simple majority of the votes cast or, in the event that a scheme of arrangement is undertaken, by a majority in number of the shareholders who vote and who together represent at least 75% of the votes cast.

Certain funds managed by Orbis Investment Management Limited or its affiliates ("Orbis") and Invesco Asset Management Limited ("Invesco"), which together hold approximately 21.23 per cent. of the Company's outstanding share capital, have irrevocably committed to vote in favour of the resolutions at the general meeting and, if required, the Court meeting.

The Company also announced today the placing of up to 252,812,284 new CWC Shares, representing approximately 9.99 per cent. of CWC's existing issued share capital (the "Placing"). The Placing is not conditional upon the Acquisition. The Company proposes to use the net proceeds of the Placing and funds to be drawn down at Completion from new debt financing (details of which are set out in section 9 of this announcement) to fund the Cash Consideration.

Philip Bentley, Chief Executive Officer of the Company, who currently holds 4,565,968 shares in the capital of the Company, has committed to subscribe for 700,000 Placing Shares, Sir Richard Lapthorne, Chairman of the Company, who currently holds 8,500,000 shares in the capital of the Company, has committed to subscribe for 500,000 Placing Shares, Perley McBride, Chief Financial Officer of the Company, has committed to subscribe for 700,000 Placing Shares and Mark Hamlin, Non-executive Director of the Company, has committed to subscribe for £10,000 worth of Placing Shares.Orbis, which currently holds approximately 16.18 per cent. of the Company's outstanding share capital, has committed to subscribe for 40,910,243 Placing Shares, and such additional number of the Placing Shares as are not allocated to other placees up to a maximum number of 85,495,898 Placing Shares. Orbis' commitment to subscribe for 40,910,243 Placing Shares constitutes a smaller related party transaction under Listing Rule 11.1.10R.Invesco, which currently holds approximately 5.05 per cent. of the Company's outstanding share capital, has committed to subscribe for such number of Placing Shares as are not allocated to other placees, up to a maximum number of 25,273,108 Placing Shares.Except for the payment of commission to Orbis and Invesco in respect of the Placing Shares which they have underwritten which shall not in any event exceed 2.5 per cent., no commissions will be paid to Placees or by Placees in respect of any Placing Shares.

2. Information on CWC

Background to CWC

CWC is a USD1.69bn revenue telecom services provider operating in 17 countries throughout the Caribbean, Latin America and the Seychelles. It serves 5.7m residential customers with a comprehensive suite of fixed telephony, high-speed broadband, television, and mobile services. CWC also provides established and growing business-to-business and government telecom services in its regions, with an integrated portfolio from core telephony and connectivity (fixed and mobile), to managed network services, data centre hosting, and custom IT solutions and integration.

CWC's key operations are in Panama, Seychelles and 14 Caribbean markets, including Jamaica, The Bahamas, Barbados and the Cayman Islands. CWC holds a minority stake in Telecommunications Services of Trinidad and Tobago. CWC is also a 27.5 per cent. partner with Columbus in a comprehensive undersea cable network in the Caribbean and Latin America, connecting 42 countries and spanning more than 42,000 kilometres.

The CWC group, which is headquartered in London, has recently established a regional operating hub in Miami. The Company's shares are listed on the premium segment of the Official List of the UKLA and admitted to trading on the London Stock Exchange's main market.

CWC Current Trading and Prospects

Today, the Company released its interim results for the six months ended 30 September 2014. The performance of the Company was described in the Chief Executive Officer's statement as follows:

"Although it is early days, it was pleasing to see revenue growth across the Group for the first time as mobile subscribers and data uptake grew. There is no doubt that our networks are faster, and more reliable than ever before - and our customers are beginning to notice a difference. As momentum builds in our investment-led strategy, I would expect growth to accelerate in the second half of the year."

The outlook for the Company was described in the interim results press release as follows:

"Economic growth in our markets will remain variable, ranging from c.6% GDP growth in Panama to 0% in Barbados. However, we continue to believe that the increasing penetration of products such as smart phones, broadband and TV offers good growth opportunities. Notwithstanding this, the markets we operate in are competitive and we face the additional challenge of a second mobile operator in 2015 in The Bahamas, our second largest market.Looking ahead, we expect to continue making good progress in reducing our cost base, particularly in the Caribbean. Through Project Marlin, with its associated uplift in capital expenditure, we expect to capture the growth opportunity offered by mobile data, broadband and TV, reversing the historical decline in revenue. Where investments have been made, traffic carried on our networks has increased; 71% in Panama, 34% in The Bahamas and Jamaica, 82% in Grenada and 160% in St Vincent. However our offers to customers must remain competitive if we are to capture the necessary returns from these investments in network reliability and speed.

We remain focused on Net Promoter Score (NPS) as a measure to gauge network quality and customer perception of our service. In Jamaica we have seen strong mobile NPS results since the start of the year with a significant positive gap of 59 points between ourselves and the competitor. Where network upgrades have been completed, the NPS gap to our competitors is closing; however there is much work to do. In Panama, for example, we are behind our competitors in NPS (by 15 points), although we anticipate improved results once our network upgrade is complete in March 2015. We are also focused on improving our network quality in The Bahamas where a major outage in March impacted our mobile NPS.With momentum building, we expect our performance in the second half to be stronger than the first half and to be in line with market expectations."

3. Information on Columbus

Background to Columbus

Columbus is a privately-owned diversified telecommunications and technology services company based in Barbados. Founded in 2005, Columbus today serves approximately 700,000 residential service subscribers in the Caribbean, Central America and the Andean region. It provides digital cable television, high-speed internet access and IP telephony services in Trinidad, Jamaica, Barbados, Grenada, Curacao, St. Lucia and St. Vincent and the Grenadines under the brand name "Flow" and in Antigua under the brand name "Karib Cable".

Through its wholly-owned subsidiary, Columbus Networks, Columbus provides capacity to 42 countries and IP services, corporate IT solutions and data centre hosting throughout the Caribbean, Central America and the Andean region. In 2013, Columbus Networks was independently ranked number 1 subsea network provider in the Caribbean.

Columbus also provides next generation connectivity and IT solutions, managed networking and cloud-based services under the brand Columbus Business Solutions.

Columbus is a 72.5 per cent. partner with CWC in the largest undersea cable network in the Caribbean, Central America and the Andean region, connecting 42 countries and spanning more than 42,000 kilometres. Columbus also has a 37,400 kilometres terrestrial fibre and coaxial network and more than 3,000 employees providing advanced telecom services to a diverse residential and corporate client base of more than 700,000 service subscribers.

For the year ended 31 December 2013, Columbus had revenue of USD505m with EBITDA of USD216m and total operating profit of USD104m and profit before tax of USD8m. As at 31 December 2013, Columbus' gross assets were USD1,498m. For the six months ended 30 June 2014, Columbus had revenue of USD284m with EBITDA of USD118m and total operating profit of USD48m. On 24 March 2014, Columbus issued USD1.25bn senior notes due 2021 (the "Columbus Bonds") to refinance its existing debt and to add liquidity to support the Columbus Group's future growth. It is anticipated that the Columbus Bonds will remain outstanding at Completion of the proposed Acquisition.

On 24 February 2014, Columbus announced that it had entered into a definitive agreement to acquire 100 per cent. of the issued and outstanding shares of Lazus Colombia S.A.S. (formerly known as Promitel Colombia S.A.S.) ("Promitel") and its subsidiaries in Costa Rica and Panama for cash consideration of approximately USD146m. Promitel, with approximately 191 telecom professionals and 3,400 kilometres of fibre optic cable, provides local loop connectivity services in major centres in (i) Colombia (Bogota, Santa Marta, Barranquilla, Cartagena, Sincelejo, Montería, Bucaramanga, Cali and Popayán), (ii) San José, Costa Rica, and (iii) Panamá City, Panamá. For the year ended 31 December 2013, Promitel reported revenue under Colombian GAAP of USD33m and EBITDA of USD17m. The transaction became effective on 1 May 2014.

Appendix I to this announcement sets out consolidated financial information for Columbus for the years ended 31 December 2013, 31 December 2012 and 31 December 2011 prepared using accounting policies consistent with those adopted by CWC in preparing its latest financial statements.

Columbus Current Trading and Prospects

Following the year ended 31 December 2013, Columbus has continued to perform at or above the expectations of its management team and has demonstrated a strong operational and financial performance across both Flow and Columbus Networks businesses. For the six months ended 30 June 2014, Columbus has:

● Generated year-on-year growth - revenue and EBITDA were up 17 per cent. and 16 per cent., respectively for the same period in the prior year.

● Continued growth at Flow - revenue and EBITDA increased by 20 per cent. and 43 per cent., respectively over the same period in the prior year and all organically.

● Increased total Revenue Generating Units ("RGUs")5 to 686,741 - an increase of 49,136 units (8 per cent.) over 31 December 2013 from 581,821 for the same period in the previous year.

● Continued growth related to Barbados build-out; increased Homes Passed ("HP")6 to 59,193 from 34,205 at 31 December 2013 and increased RGUs to 42,386 from 23,161 at 31 December 2013.

● Continued growth at Columbus Networks - revenue and EBITDA increased by 14 per cent. and 6 per cent., respectively over the same period in the prior year.

● Continued to diversify Columbus Networks' revenue base - Columbus Business Solutions ("CBS") revenue in this segment grew by 33 per cent. over the same period in the prior year - represented 35 per cent. of total Columbus Networks revenue for the period.

● CBS' total revenue increased by 28 per cent. over the same period in the prior year.

This momentum is expected to continue prior to closing of the transaction.

In addition, since the beginning of 2014, Columbus has undergone several significant business developments:

● Issued USD1.25bn senior notes due 2021, in order to refinance existing debt, add liquidity for future growth and significantly lower its cost of capital.

● Awarded significant, multi-year corporate and government contracts in multiple jurisdictions.

● Finalised the acquisition of Promitel, effective 1 May 2014.

Overall, Columbus management believes that the outlook for the full year remains strong and is confident about the prospects for the second half of 2014.

EBITDA ReconciliationEBITDA is defined as earnings before interest, tax, depreciation, amortisation, net other operating and non-operating income/expense and exceptional items. EBITDA is not a measure of financial performance under IFRS or other generally accepted accounting principles. The tables below show the reconciliation of EBITDA to Columbus's reported total operating profit and a reconciliation of EBITDA by segment and in total to Columbus's reported profit/(loss) after tax for the periods indicated.

Segmental EBITDA Reconciliation

Reconciliation of net debt at 30 June 2014

Net debt is defined as the carrying value of all borrowings and debt-related derivative financial instruments net of capitalised debt issue costs and cash and cash equivalents. The following table provides a reconciliation of net debt to the reported debt and cash balances at 30 June 2014.

4. CWC Strategy

In May of this year, CWC announced its new strategy to investors, outlining four key areas of focus: Drive Mobile Leadership; Accelerate Fixed-Mobile Convergence; Reinforce TV Offer; and Grow B2B/B2G business. This strategy is underpinned by the announced USD1.05bn Project Marlin capital investment programme. CWC's strategy is in line with wider industry trends, where convergence of fixed and mobile networks, increasing content consumption, and significant traffic growth is driving requirements for high bandwidth fixed line networks and TV capabilities. Operators in Europe and the US, as well as CWC's competitors, are therefore seeking to build and acquire fixed line (terrestrial and submarine) networks that are best able to handle ever-growing data needs along with new TV capabilities. The Acquisition is in line with CWC's strategy and consistent with broader industry trends.

The Acquisition will create an Enlarged Group with greater regional presence, scale and scope with assets and capabilities that the Board believes will reinforce and accelerate the realisation across each of CWC's four areas of strategic focus, as set out earlier this year.

· Mobile leadership - Mobile is the key entry point to consumers. The Acquisition will reinforce CWC's mobile leadership in the region, by providing an opportunity to cross-sell Columbus' fibre based services to CWC's mobile customers and improving CWC's mobile service through the ability to offload data onto the Enlarged Group's fixed networks, leveraging improved resilience and capacity. Increasingly, our customers tell us that they want to stream / cache / download TV content onto their mobile, tablet or laptop devices; the Acquisition will combine the retail distribution and sales and marketing skills of CWC, with the IP engineering and content skills of Columbus.

· Fixed-mobile convergence - the Acquisition will allow CWC to become a leading quad-play provider in the region with a comprehensive and compelling set of converged fixed and mobile services, including mobile, fixed line, high-speed broadband and pay-TV. The Enlarged Group will offer more competitive bundles, access to a superior network and enhanced internet access.

· Reinforce our TV offering - the Acquisition will increase the scale of CWC's pay-TV offering in the region, adding 5 new pay-TV markets, including Jamaica, and approximately 380,000 new pay-TV customers. In addition, it will enable CWC to leverage Columbus' strong TV operations and add a comprehensive channel portfolio, with comprehensive content, whilst facilitating faster entry into our planned quad-play markets.

· Grow B2B/B2G offering - the Enlarged Group will own and operate one of the leading fibre and cable networks in the region, providing best-in-class resiliency and route diversity. The Enlarged Group will benefit from an expanded geographic footprint, specifically in Central and South America, as well as a strengthened product portfolio for business and government customers, and a robust platform for further market expansion.

5. Background to and reasons for the Acquisition

Following a series of divestments, and with the establishment of a new regional office in Miami, CWC has refocused its business on the Caribbean and Latin America markets, as a region that offers attractive growth. Through Project Marlin, CWC has commenced a significant investment programme to deliver world class infrastructure to its 5.7m residential customers and significant business and government customer base. Columbus' strategy is aligned in terms of regional focus and, with its approximately 700,000 residential customers, it is present in a number of territories that complement CWC's core business. Columbus also presents a number of core competencies in network engineering, optimisation and monitoring. The Enlarged Group will offer a comprehensive set of converged consumer mobile, fixed line and pay-TV services across the Caribbean and Latin American regions, with strong complementary businesses in three of CWC's five largest Caribbean markets and will also deliver a leading B2B offering for corporate, enterprise and government customers.

The Acquisition is expected to deliver the following key benefits for CWC:

A. Accelerate CWC's transformation to regional convergence leadership, creating a leading quad-play provider in the region

CWC is making significant investments in mobile, fixed line and TV capabilities to lead converged fixed-mobile capabilities in the markets in which it operates. The combination of CWC's region-leading mobile footprint and existing fixed line infrastructure with Columbus' pay-TV capabilities and next-generation fibre networks will increase the value proposition to customers who use both services through fixed-mobile convergence, with the following benefits:

· Upgrade CWC's Caribbean network infrastructure - CWC is rolling out high-speed broadband in Jamaica, Cayman, Barbados, Anguilla, Antigua, Turks & Caicos, British Virgin Islands, St Kitts and Nevis, St Vincent, St Lucia and Grenada. The Enlarged Group will benefit from Columbus' high-speed fibre optic and hybrid fibre-coax in Curacao and Trinidad, as well as broadening network reach in markets where both CWC and Columbus operate today such as Jamaica, Barbados and Grenada.

· Development of fixed-mobile products and bundles - The combination of Columbus' terrestrial cable networks with CWC's market leading mobile networks will allow the Enlarged Group to offer truly converged propositions to customers, enabling 'always-on connectivity' and compelling TV offerings coupled with improved service quality and customer experience.

· Strengthen TV offering and acquire better content at more competitive rates - CWC offers TV services in 4 markets today and is introducing TV into a further 7 markets this year; however, as a nascent TV player, it does not yet have a comprehensive content catalogue and, due to its start-up nature, has relatively high content costs. Columbus, as a more established TV player, has significantly more content than CWC's TV offering, which it can access at a lower cost. The Acquisition will therefore be an opportunity for CWC to improve its content quality and cost, particularly in those markets outside of Columbus' operating footprint.

· Increased distribution - CWC's wider retail footprint (129 stores compared to 23 for Columbus in the Caribbean) will increase the opportunities to sell and serve high-speed broadband and pay-TV customers in Columbus' markets. There will also be an opportunity to cross-sell Columbus' TV content into CWC's larger customer base.

· Upgrade network infrastructure - Columbus has built a next generation, master headend in Curacao supporting over 300 channels and advanced features including CloudDVR, VoD and time shift TV. The Enlarged Group will be able to rapidly expand to countries in which CWC operates which are not presently served by Columbus, and to offer media rich multi-screen services, enhancing the value proposition of CWC's mobile network. The advanced multiscreen services will drive adoption of CWC's 4G/LTE offerings and provide earlier opportunities to drive consumer upgrades and data-centric mobility plans. Furthermore, the Enlarged Group will be able to optimise its content reception capabilities to provide for extremely high availability of content that will be difficult for competitors to replicate. In addition, the Acquisition will result in the Enlarged Group owning 100 per cent. of the existing sub-sea cable partnership between CWC and Columbus. This will afford the Enlarged Group the ability to better optimise the use of sub-sea resources resulting in more efficient IP and content delivery networks to both organisations.

The Enlarged Group will be able to offer leading converged services in the majority of its markets, combining CWC's market strength and significant regional scale with Columbus' engineering and content capabilities.

B. Significantly boost CWC's B2B and B2G capabilities in line with strategy

CWC has identified the B2B and B2G segments as growth opportunities, especially in Latin America markets, and has a renewed focus on B2B/B2G in-region. CWC's strategy is to streamline operations across markets, build capability in IT services to augment an already rich portfolio of offerings, ultimately driving greater depth in managed services and end-to-end solutions for business and government customers. The recent acquisition of Grupo Sonitel in Panama demonstrates progress against the new strategy, and once combined with Lazus' capabilities, will drive growth with multi-national customers ("MNCs") throughout Latin America. Columbus' highly complementary network reach, geographic footprint, and data centre footprint will provide a catalyst to the growth of CWC's new Business Solutions group.

· Network reach - While CWC has a strong fixed and mobile footprint across most core markets, including market-leading MPLS capabilities, Columbus will provide enhanced coverage, and in many cases higher speed fibre and cable networks of importance to business and government customers.

· Geographic footprint - The Acquisition will support our existing geographical expansion in Peru, Costa Rica and El Salvador whilst providing entry into new markets, in particular Guatemala, Honduras, Dominican Republic, Puerto Rico and Colombia, benefitting multinational enterprise customers of the Enlarged Group. There are additional benefits available from the integration of CWC's IT services capabilities with Columbus' network.

· Data centre footprint - With CWC's focus on ICT services and cloud solutions, data centres are increasingly important to delivery of these services. Columbus' sites in Curacao, Trinidad and Colombia will provide complementary capability to CWC's data centres in Panama, Cayman and Jamaica.

CWC has a 27.5 per cent. interest in a joint venture with Columbus to provide international capacity to resellers. The joint venture is presently limited to a sales agency function pending receipt of the necessary regulatory approvals to allow CWC and Columbus to transfer their wholesale international capacity assets into the joint venture. CWC is entitled to receive a share of the net cash flows of the joint venture company. Our current expectation is that any dividends due in respect of 2013 will be largely offset by network remediation expenses.

In addition to the financial benefits of 100 per cent. ownership of the joint venture, and the compelling synergy opportunities that arise, there are also significant strategic and market benefits:

· Expanding the addressable customer base - Replacing the existing undersea cable joint venture will enable the Enlarged Group to expand the current scope of this business so that it could address the needs of content providers and other large capacity buyers not currently part of the joint venture's remit.

· Redefining the solution portfolio beyond international capacity services - The Enlarged Group could broaden into selling solutions such as integration services, project management, and more innovative end-to-end solutions. CWC's recent acquisition of Grupo Sonitel in Panama further enhances the ability to deliver these end-to-end solutions.

· Addressing the multi-national customer base in region - This market segment provides a significant opportunity for growth, but equally has demanding requirements. While CWC and Columbus have access to the subsea network today, the Acquisition enables an end-to-end managed solution required by most multinational corporate customers.

C. Create material synergies

The Board estimates that, as a result of the Acquisition, the Enlarged Group will be able to achieve recurring annualised pre-tax cost synergies of approximately USD85m which are expected to be delivered in full in the financial year 2017/18 and one-time capital expenditure synergies of approximately USD145m in the first three financial years following completion of the Acquisition, with additional revenue benefits also available.

Recurring cost synergies

Substantial cost synergies have been identified across the following areas:

· Duplication of corporate costs and functional overheads (approximately USD50m): rationalisation of overlapping headcount in back office, sales and marketing and customer service roles, renegotiation of vendor rates, reduction of real estate costs and harmonisation of IT systems; and

· Integration of networks and TV content (approximately USD35m): transition to Columbus' fixed line fibre network where network overlaps, renegotiation of maintenance fees, consolidation of network and service operating centres and leverage of Columbus' superior TV content buying terms and access to greater economies of scale.

The Board expects that the Enlarged Group will benefit from approximately 45 per cent. of these synergies by end of year 1, 85 per cent. by end of year 2 and 100 per cent. by end of year 3.

It is expected that the realisation of these synergies will incur one-off cash costs of USD110m over the first three financial years after the Acquisition. Other than these one-off costs which are expected to be split approximately 45 per cent., 40 per cent. and 15 per cent. over the three years, the Board do not anticipate any material dis-synergies to arise as a consequence of the proposed transaction.

One-off capex synergies

In addition the Board estimates the Enlarged Group will benefit from one-time synergies of approximately USD145m related to avoidance of duplicative one-off capital expenditure through network consolidation in the overlapping markets where CWC has established investment plans (Project Marlin) and Columbus already has existing network infrastructure. Such synergies are expected to be split 35 per cent., 40 per cent. and 25 per cent. over the first three financial years following completion of the Acquisition.

The quantified synergies are contingent on completion of the Acquisition and the Board believes the financial benefits will accrue as a direct result of the Acquisition and could not be achieved independently.

Other growth opportunities

In addition to the quantified financial benefits highlighted above, the Board further expects that the Enlarged Group will be able to realise additional revenue synergies from selling additional services to existing customers through cross-selling of triple play and quad-play bundles, improving CWC's pay-TV offering in non-overlapping markets, improved network quality reducing customer churn and an enhanced B2B and B2G offering.

Further potential benefits of the Acquisition will include: sharing of best practices in non-overlapping markets, improved customer experience, and expansion into new markets (both B2C and B2B) where only one of CWC or Columbus is currently present.

General

Please refer to Appendix VI for further detail on synergies. As required by Rule 28.1(a) of the UK Takeover Code, Ernst & Young LLP, as reporting accountants to CWC, have provided a report stating that, in their opinion, the quantified financial benefits statement has been properly compiled on the basis stated. In addition, Evercore Partners International LLP, as financial adviser to CWC, has provided a report stating that, in its opinion, the quantified financial benefits statement has been prepared with due care and consideration.

D. Enhance financial profile to secure long-term growth and margin uplift

Columbus has a strong financial track record, with a revenue CAGR of 18 per cent. and an EBITDA CAGR of 15 per cent. (in each case from the year ended 31 December 2011 to 31 December 2013) as well as an EBITDA margin of 43 per cent. in the year ended 31 December 2013. The Acquisition will therefore improve CWC's financial profile and provide a platform for long-term growth.

The Board expects that the Enlarged Group will achieve materially higher Free Cash Flow generation and that the Acquisition will be earnings per share ("EPS") neutral in the first full year post-completion and materially enhancing to EPS in subsequent financial years.

E. Strengthen the senior management team with highly skilled, experienced and entrepreneurial personalities focused on customer experience excellence and shareholder value creation

Columbus' senior management team will bring extensive additional knowledge and expertise in the effective operation of the Enlarged Group. The wider Columbus team has extensive operating and management expertise in the industry, with particular focus on Internet Protocol TV, and managing terrestrial and subsea networks.

6. Integration

In order to maximise the capture of strategic and operational upside from the Acquisition, CWC has established a robust programme, as set out below, with the target of largely completing the integration of the organisation and operations of the Enlarged Group within a period of 6 months post-completion:

· an Integration Oversight Committee will be responsible for ensuring that integration activities achieve maximum shareholder value

o Members will comprise Sir R. Lapthorne, J. Risley, B. Paddick and P. Bentley

· an Integration Steering Committee will be responsible for (i) ensuring the alignment between integration programme and strategic vision, (ii) designing the new organisation structure and key roles, (iii) overseeing the programme office and monitoring progress and (iv) redirecting resources/leadership as necessary. Phil Bentley will chair the committee, supported by members of the new management team

· an Integration Management Office the responsibilities of which will include (i) project-managing integration, (ii) tracking and monitoring synergy achievement, (iii) proactively identifying and mitigating risk and (iv) managing communications and culture initiatives

· a number of Integration Working Teams focused on specific integration topics (e.g. network consolidation) and will comprise representatives from both CWC and Columbus

7. Dividend Policy

It is currently intended that, following Completion, the Board will maintain the existing dividend policy of 4c per CWC Share.

8. Key terms of the Acquisition

The Share Purchase Agreement was entered into today between the Company and the Vendors (being Clearwater, CHLLC, Brendan Paddick, ACF (investment vehicles managed by Portland Private Equity, a leading private equity investor in the Caribbean and Latin America) and others) pursuant to which the Company has conditionally agreed to acquire the entire issued share capital of Columbus from the Vendors. The Company has the right to nominate another person, being a wholly-owned subsidiary of the Company, to be the transferee of such share capital. The governing law of the Share Purchase Agreement is the law of Barbados and any dispute relating to the Share Purchase Agreement shall be settled, in Miami, under the Rules of Arbitration of the London Court of International Arbitration.

Consideration

The total consideration payable to the Vendors at Completion under the terms of the Share Purchase Agreement for the entire issued share capital of Columbus is approximately USD1.85bn, to be settled through the payment of approximately USD707.5m in cash and the issue of the Consideration Shares.

The Consideration Shares will be issued to entities ultimately controlled by John Risley (director and co-founder of Columbus), an entity ultimately controlled by John Malone (significant shareholder) and to Brendan Paddick (president, chief executive officer and co-founder of Columbus). It is expected that the Principal Vendors will, immediately after Completion, hold approximately 20 per cent., 13 per cent. and 3 per cent. of CWC's outstanding share capital and voting rights, respectively (taking into account the CWC Shares to be issued pursuant to the Placing, but otherwise assuming no issues or cancellations of shares after the date of this announcement).

Rule 9 Waiver

Pursuant to the City Code on Takeovers and Mergers (the "UK Takeover Code"), CWC intends to seek waivers from shareholders so no offer for CWC is required to be made under Rule 9 of the UK Takeover Code in connection with the Acquisition

Lock-up and put option arrangements

CWC and the Principal Vendors have agreed to enter into lock-up and put option arrangements, an exception to which will enable each Principal Vendor to either (i) require CWC to purchase, for cash, up to a certain number of its Consideration Shares each year from 2016 to 2019 inclusive for their notional issue price of USD0.7349 per share or (ii) sell up to that number of Consideration Shares each year from 2016 to 2019 in the market (subject to orderly market arrangements with CWC). Further details regarding the arrangements are set out in Appendix II to this announcement.

Pre-completion actions

Certain US licensed entities in the Columbus Group will be transferred to a newly incorporated SPV owned by Clearwater and Brendan Paddick ("New Cayman") immediately prior to Completion, so that Completion can occur prior to the approval of the Federal Communications Commission of the United States ("FCC approval") being obtained. The completion of the US Carve-Out is conditional upon the expiry of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and any extensions thereof) or any waiting period having been otherwise terminated on terms acceptable to the Company ("HSR clearance").

When FCC approval is obtained, the US licensed entities will be transferred to the Enlarged Group.

Until such time as FCC approval is obtained, among other things:

(A) New Cayman will continue to hold the US licensed entities and be owned by Clearwater and Brendan Paddick;

(B) a management and services agreement will apply under which the Columbus Group - owned by the Company from Completion - will operate and manage the business of the US licensed entities, at the direction of, and subject to the ultimate control, direction and oversight of, the US licensed entities, in return for a fee; and

(C) anti-leakage provisions will apply in relation to New Cayman and the US licensed entities.

Conditions

Completion is conditional upon certain things, including:

(A) the passing of the necessary resolutions by CWC's shareholders by no later than 12 December 2014;

(B) (unless waived by the parties) obtaining certain regulatory approvals in Barbados, Jamaica and Trinidad and Tobago;

(C) the US Carve-Out being completed; and

(D) no material adverse change having occurred.

Longstop date and transaction fee

The Share Purchase Agreement will terminate automatically if Completion has not occurred by 28 February 2015 (or such later date as the parties may agree) or if the CWC shareholder resolutions have not been passed in sufficient time to allow Completion to occur by 28 February 2015 (or such later date as the parties may agree).

CWC has agreed to pay a transaction fee of USD19.77m to the Vendors if the Share Purchase Agreement automatically terminates under these provisions other than as a result of an act or omission or a breach of the Share Purchase Agreement by the Vendors or any of them.

However, if a required regulatory approval listed at (B) above has not been obtained (or the relevant condition waived) prior to 28 February 2015 and the Share Purchase Agreement automatically terminates on 28 February 2015, in circumstances where CWC is in compliance in all material respects with its terms, no transaction fee will be payable. Prior to 28 February 2015, the Vendors may in their absolute discretion elect that the Share Purchase Agreement will not terminate automatically on 28 February 2015, and to extend the longstop date to 30 April 2015.

If (i) prior to the CWC general meeting any third party releases an announcement stating its firm intention to make an offer for the entire issued share capital of CWC in accordance with Rule 2.7 of the UK Takeover Code and the CWC shareholder resolutions are not voted on by or on the date set for the passing of those resolutions or (ii) after the CWC general meeting any third party releases an announcement stating its firm intention to make an offer for the entire issued share capital of CWC in accordance with Rule 2.7 of the UK Takeover Code and Completion does not occur, or the relevant Vendors do not receive, the Consideration Shares, before (i) the first closing date of the offer; or (ii) the record date for the shareholder meetings required to implement the offer by way of scheme of arrangement, otherwise than as a result of an act or omission or a breach of the Share Purchase Agreement by the Vendors or any of them, the Vendors may elect to terminate the Share Purchase Agreement. No transaction fee is payable if the Vendors terminate the Share Purchase Agreement in such circumstances.

In addition, if prior to the date on which the Share Purchase Agreement terminates any third party has released an announcement of a possible, or stating its firm intention to make an, offer for the entire issued share capital of CWC in accordance with Rule 2.4 or Rule 2.7 of the UK Takeover Code (a "Relevant Offer"), and such Relevant Offer, and any other Relevant Offers, have not lapsed or expired prior to the termination date, no transaction fee will be payable unless and until that Relevant Offer, and any other Relevant Offers, have lapsed or expired. If such Relevant Offers do lapse and/or expire, the transaction fee would become payable. If, however, any such Relevant Offer is completed, no transaction fee would or will become payable.

Other acquisition terms

The terms of the Share Purchase Agreement reflect the outcome of a competitive auction process involving CWC and, accordingly, the warranties and other purchaser protections are limited.

Certain risks associated with the Acquisition are set out in Appendix IX.

CWC will incur costs in connection with the Acquisition, estimated to be approximately USD111m (including professional fees, financing fees and other transaction costs). This does not include the costs of refinancing any of the bridge facilities described below.

9. New Financing

JPMorgan Chase Bank, N.A. has provided debt financing commitments in respect of:

· a USD460,000,000 senior secured two-year bridge facility (the "Secured Bridge");

· a USD300,000,000 senior unsecured two-year bridge facility (the "Unsecured Bridge");

· a USD404,000,000 senior secured two-year bridge facility to be available to fund any acceptances by holders of SIFL Bonds of the SIFL Change of Control Offer in the event of the establishment of New CWC as a holding company for CWC;

· a USD1,262,500,000 senior unsecured one-year bridge facility to be available to fund any acceptances by holders of Columbus Bonds of the Columbus Change of Control Offer, and

· a USD500,000,000 senior secured revolving credit facility (the "New RCF"), with any amount up to USD425,000,000 not successfully syndicated able to be added to the principal amount of the Secured Bridge or Unsecured Bridge.

The Secured Bridge and Unsecured Bridge (excluding any amount reallocated from the New RCF to the Secured Bridge or Unsecured Bridge) will be used to part-fund the Cash Consideration. The New RCF is intended to refinance the existing revolving credit facilities entered into by SIFL as borrower, to pay fees and costs arising from the Acquisition, and to be available for working capital purposes.

As a result of the Acquisition, the Company will be required to post a £100m letter of credit in favour of the trustees of the Company's final salary pension scheme (the "Pension Trustees"). If the transaction is effected through a new holding company as described above, the Pension Trustees will have the right to call on this letter of credit. The Company is discussing the Acquisition with the Pension Trustees.

10. Proposed Directors

As part of the Acquisition, John Risley, Brendan Paddick and Thad York (the "Proposed Directors"), having been proposed by Clearwater, Brendan Paddick and CHLLC respectively under their lock-up and put option arrangements, will be appointed non-executive directors of CWC from Completion.

Profiles of the Proposed Directors are set out in Appendix III. Details of the letters of appointment of the Proposed Directors are set out in Appendix IV. Details of key individuals important to Columbus are set out in Appendix V.

11. Expected timetable to Completion

A shareholder circular containing further details on the transaction, the Board's recommendation, and the notice of the general meeting (and, as required, a Court meeting) and the resolutions required to approve the transaction will be sent to CWC shareholders shortly after the SIFL Bonds consent process has been completed, which is expected to take up to 10 business days from the date of this announcement.

CWC will also be required to publish a prospectus in connection with the transaction, which it expects to do prior to Completion.

Completion of the transaction is currently expected to occur in the first quarter of 2015.

The Board considers the Acquisition, the Scheme (if required) and the resolutions to be in the best interests of CWC and the Shareholders as a whole and will accordingly unanimously recommend Shareholders to vote in favour of the resolutions, as they intend to do in respect of their own shareholdings, save for the resolution relating to the Rule 9 waiver on which the Board is excluded from voting.

Orbis and Invesco have irrevocably committed to vote in favour of the resolutions at the general meeting and, if required, the Court meeting.

Appendix I - Consolidated Financial Information on Columbus

Operating profit informationfor the three years ended 31 December 2011, 2012 and 2013

¹ Further detail on exceptional items is set out in note 1.3(C)

Net assetsas at 31 December 2011, 2012 and 2013

Consolidated cash flow informationfor the three years ended 31 December 2011, 2012 and 2013

Notes to the consolidated financial information

The selected financial information shown herein has been extracted without material adjustment from the draft consolidated historical financial information of Columbus International Inc. for the three years ended 31 December 2011, 2012, and 2013.

1. Results

1.1 Basis of preparation

(A) Basis of preparation

The consolidated financial information of Columbus and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS").

The financial information is presented in US dollars (USD) and rounded to the nearest million.

They have been prepared on the historical cost basis except for liabilities for cash-settled share-based payment arrangements held at fair value.

1.2 Segment information

Columbus Group manages its business through two operating segments: Columbus Networks and Flow.

1 - Eliminations and adjustments also includes the costs of the non-operating corporate centre

1 - Eliminations and adjustments also includes the costs of the non-operating corporate centre

1 - Eliminations and adjustments also includes the costs of the non-operating corporate centre

1.3 Operating costs and other operating expense

(A) Operating costs

Detailed below are the key expense items charged or (credited) in arriving at Columbus' operating profit.

An analysis of the operating costs from continuing operations incurred by the Columbus Group is presented below, classified by the nature of the cost:

(B) Other operating expense

In 2013, other operating expense totalled USD12m included USD8m of transaction costs relating to acquisitions and USD2m in respect of disposal of plant and equipment. Also included are costs of USD1m for the Employee Incentive Plan (EIP) and USD1m forgiveness of a shareholder loan.

In 2012, other operating expense totalled USD10m included USD3m of transaction costs relating to acquisitions and USD1m in respect of disposal of plant and equipment. Also included are costs of USD5m for the EIP and USD1m forgiveness of a shareholder loan.

In 2011, other operating expense totalled USD13m and included USD4m of transaction costs relating to acquisitions and USD4m in respect of disposal of plant and equipment. Also included are costs of USD5m for the EIP.

(C) Exceptional items

Exceptional items are material items within profit or loss that derive from individual events that fall within the ordinary activities of the Columbus Group. They are identified as exceptional items by virtue of their size, nature or incidence.

Exceptional operating losses of USD2m were recorded in 2013 due to restructuring costs incurred.

Exceptional operating losses of USD7m were recorded in 2012 primarily due to costs recognised on an onerous contract.

Exceptional operating losses of USD1m were recorded in 2011 due to restructuring costs incurred.

1.4 Business Acquisitions

2013

(A) Karib Cable

Effective 1 April 2013, Columbus, through a wholly-owned subsidiary, purchased 100 per cent. of the issued and outstanding shares of Techvision Inc. including, indirectly, its subsidiaries: Kelcom International (Antigua & Barbuda) Limited, Kelcom International Limited, Karib Cable Inc., and Bandserve Inc. (collectively, "Karib Cable") for cash consideration of USD55m paid on closing, subject to a customary post-closing audit and possible price adjustment.

The post-closing audit has been completed, indicating that there should be adjustments to the purchase price, favourable to Columbus, and the sellers have disputed the results of the auditor's report. In accordance with the terms of the purchase agreement, the ultimate adjustments to and final settlement of the purchase price will occur following either a negotiated settlement or by binding arbitration (which is in progress). Karib Cable provides telecommunication services in Antigua and Barbuda, St. Lucia, St. Vincent and the Grenadines, and Barbados.

The fair value of the identifiable assets acquired and the liabilities assumed were as follows:

The goodwill of USD20m comprises of value expected synergies arising from the acquisition, and an assembled workforce which are not separately recognised.

From the date of acquisition, Karib Cable has contributed USD17m of revenue and USD5m to the profit before income tax of Columbus. Information on the revenue and profit before tax of Karib Cable since the start of the financial year is not available and therefore has not been disclosed.

(B) Promitel

On 20 December 2013, Columbus entered into an agreement, subject to certain regulatory approvals, to purchase 100 per cent. of the issued and outstanding shares of Lazus Colombia S.A.S. (formerly known as Promitel Colombia S.A.S.) and its subsidiaries in Costa Rica and Panama (collectively, "Promitel") for cash consideration of USD146m.

Promitel, employing 191 telecom professionals and approximately 3,400 kilometres of fibre optic cable, provides local loop connectivity services in major centers in (i) Colombia (Santa Marta, Barranquilla, Cartagena, Sincelejo, Montería, Bucaramanga, Cali and Popayán), (ii) San José, Costa Rica, and (iii) Panamá City, Panamá.

Transaction costs of USD3m have been expensed and are included in other operating expenses.

At 31 December 2013 the closing of the transaction was pending regulatory approval in Colombia and Costa Rica. None of the Promitel networks, assets or revenues have been reflected in the consolidated financial information of Columbus Group as the transaction was subject to these regulatory approvals. Regulatory approval was subsequently gained on 1 May 2014 and this was the effective date of the acquisition.

Columbus Group has provisionally allocated the purchase price to assets acquired and liabilities assumed as follows:

No identifiable intangible assets have yet been recognised as part of the provisional purchase price allocation. Goodwill that remains after identification of such intangibles relates to expected synergies arising from the acquisition and an assembled workforce which will not be separately recognised.

Columbus Group has engaged a third party accounting firm to determine the fair value of the intangible assets and property, plant and equipment. The purchase price allocation will be finalised once these figures have been determined.

2012

(A) Giga-Optics S.A.

Effective 18 January 2012, Columbus, through a wholly-owned subsidiary, purchased 100 per cent. of the issued and outstanding shares of Giga-Optics, S.A. ("Giga-Optics") for cash consideration of USD3m. Giga-Optics provides telecommunication services in El Salvador.

(B) TeleBarbados

Effective 26 September 2012, Columbus, through a wholly-owned subsidiary, purchased 100 per cent. of the issued and outstanding shares of Antilles Crossing (Barbados) IBC, Inc. and Antilles Crossing Holding Company (St. Lucia) Limited and their subsidiaries Tele (St. Lucia) Inc., Tele (Barbados) Inc., and Wamco Technology Group Limited (collectively "TeleBarbados") for cash consideration of USD28m. Tele (St. Lucia) Inc. provides telecommunications services in St. Lucia, while Tele (Barbados) Inc. provide telecommunications services in Barbados. Wamco Technology Group Limited is not currently operating.

(C) Telecorp

Effective 31 October 2012, Columbus, through a wholly-owned subsidiary, purchased 100 per cent. of the issued and outstanding shares of Telefonica Corporativa S.A. de C.V. ("Telefonica") and certain assets of Informatica Atlantida, S.A. de C.V. (Infatlan) for cash consideration of USD5m, collectively ("Telecorp"). Telecorp provides telecommunications services in Honduras.

The goodwill of USD14m comprises of value expected synergies arising from the acquisitions, and an assembled workforce which are not separately recognised. In 2013 the valuation for TeleBarbados was completed. As a result of the tax review, there was a decrease in the deferred tax asset of USD2m, a decrease in the deferred tax liability of USD1m with a corresponding increase in goodwill of USD1m, resulting in USD11m of total goodwill arising on the acquisition. There were no further changes to each Giga-Optics and Telecorp.

2011

In 2011, the purchase price accounting for the 2010 acquisitions had been finalised. An adjustment of USD1m was made to reverse the deferred tax liability set up in the prior year. The adjustment resulted in a decrease to goodwill of USD1m.

2. Operating assets and liabilities

2.1 Trade and other receivables

Columbus' trade and other receivables mainly consist of amounts owed to by customers and amounts that Columbus pays to its suppliers in advance. Trade receivables are shown net of an allowance for bad or doubtful debts.

2.2 Trade and other payables

Trade and accruals mainly consist of amounts owed to suppliers that have been invoiced or are accrued. Deferred income is amounts billed to customers where Columbus has yet to provide the service.

2.3 Intangible assets

These assets include goodwill, brand names, subscriber lists, customer relationships, licences and software.

2.4 Property, plant and equipment

3. Capital Structure and financing

3.1 Borrowings

The Columbus Group's sources of borrowing for funding and liquidity purposes come from a range of secured and unsecured notes and facilities and preference shares. Its key borrowings at 31 December 2013 consist of secured and unsecured bonds and are as disclosed in the table below.

Post year end, on 30 March 2014 the Columbus Group issued USD1,250m senior notes bearing interest at 7.375 per cent. The notes will mature on 30 March 2021.

Columbus Group redeemed in full the USD640m senior secured notes as well as the USD212m outstanding on the USD225m senior guaranteed unsecured notes facilities in full.

Columbus Group incurred USD20m of debt issue costs related to the borrowings and expensed USD14m related to unamortised debt issue costs and unamortised premiums associated with the previous debt. USD6m of additional interest charges were incurred. The Company also incurred USD62m related to breakage fees and make-whole payments associated with the repayment of the two facilities, which has also been expensed.

1 The notes bear interest at 11.5 per cent. and mature on 20 November 2014. They are guaranteed, jointly and severally, by certain of Columbus' wholly owned subsidiaries.

2 Certain non-financial defaults have occurred under Columbus' 11.5 per cent. senior secured notes in that certain entities that became new direct or indirect subsidiaries of Columbus in connection with various business acquisitions and formations failed, for a variety of legal and practical reasons, to complete the formal process of executing and delivering the collateral documents that are required to be provided under the terms of the indenture governing the 11.5 per cent. senior secured notes within the applicable time period. In addition, Columbus has on occasion failed to observe certain other requirements of its 11.5 per cent. senior secured notes indenture in that certain entities that became new direct or indirect subsidiaries of Columbus in connection with various business acquisitions and formations failed to timely take the formal steps required to become guarantors under the terms of the 11.5 per cent. senior secured notes indenture. Under the terms of the indenture for the 11.5 per cent. senior secured notes, Columbus would have 30 days to cure these non-financial defaults after receiving a notice from the trustee or the requisite holders of the 11.5 per cent. senior secured notes accelerating payment in full of the indebtedness outstanding under the 11.5 per cent. senior secured notes. As of 31 December 2013 Columbus had not received any such notice. As disclosed above, the senior secured notes were redeemed in full post year end as part of a refinancing.

3 The notes bear interest at 9.5 per cent. and mature on 21 May 2017. The undrawn amounts under the Notes Facility are available to Columbus so long as it remains in compliance with the covenants of both its Senior Secured Notes and the Note Purchase Agreement which governs the Notes Facility. The amount available at 31 December 2013 was nil due to certain non-financial defaults referred to above (2012: USD101m, 2011: facility not in place). This facility was refinanced post year end.

4 The class B preferred shares have a cumulative coupon of 12 per cent. accruing semi-annually on 15 May and 15 November of every year. Of the 12 per cent. coupon, not less than two thirds of the payment shall be made in cash, any unpaid remainder, if any, shall be accrued. If the minimum two thirds of the 12 per cent. coupon is not paid semi-annually, the entire amount of the dividend will accrue at 14 per cent. until paid in full.

The class B preferred shares shall be redeemed by the issuer at the redemption price on the fifth anniversary of the initial closing date. The term of the preferred shares will be five years unless (i) Columbus enters into any agreement that would prohibit the consummation of the mandatory redemption of the class B preferred shares; or (ii) Columbus incurs any material debt that has a maturity date beyond the previously stated five-year anniversary date. In the event that either (i) or (ii) above occur, then the maturity date will be extended to the earlier of (a) six months following the date at which the agreements referenced in (i) or (ii) above are terminated; and (b) the eighth anniversary of the original issuance. Upon notice, the shares may be converted, at the option of the holder, into common shares at a rate of the total face value of the shares outstanding divided by USD1.55, the conversion price.

Upon the occurrence of specified events (liquidation or change of control), the holder has the option to redeem the class B preferred shares at the redemption price: (i) 105 per cent. of the stated value if redeemed in the four years commencing on the date of original issuance; (ii) 101.5 per cent. of the stated value if redeemed in the twelve months commencing on the fourth anniversary of the date of the original issuance; and (iii) 100.0 per cent. of the stated value if redeemed at any time on or after the fifth anniversary of the date of original issuance.

At any time on or after the third anniversary of the date of original issuance, Columbus, with no less than 60 days' prior notice, has the right to redeem from the holder a specified whole number that is not less than 500 class B preferred shares at the applicable redemption price.

At maturity, Columbus shall redeem all class B preferred shares held, at the applicable redemption price.

The terms of the indenture governing the senior secured notes as outlined above contain covenants that restrict the ability of Columbus to pay dividends. As such, the remaining class B preferred shares will accrue at 14 per cent. until paid in full.

The cumulative redeemable preferred shares exhibit characteristics of both a liability and equity and are recognised as a liability in the consolidated balance sheet, as the equity component is not material. The corresponding dividends on those shares are charged as preferred share interest expense in the consolidated statement of income.

5 The fair value was determined based on discounted cash flows and are within level 2 of the fair value hierarchy.

3.2 Commitments, guarantees and contingent liabilities

(A) Commitments

A commitment is a contractual obligation to make a payment in the future. These amounts are not recorded in the consolidated statement of financial position since Columbus has not yet received the goods or services from the supplier. They have a number of commitments, mainly in relation to leases and agreements to buy fixed assets. The amounts below are the minimum Columbus is committed to pay.

Columbus has an agreement for the implementation of a network monitoring system. Columbus expects to incur USD3m in 2014 and USD1m in 2015.

In 2012, Columbus Networks entered into an agreement with one of its customers, ("the Customer") whereby the Customer has transferred ownership to Columbus Networks of a subsea link it had constructed to connect Haiti to Columbus' Network (the "Haiti Link"). In exchange for transferring ownership, the Customer received capacity on the Haiti Link and other consideration, which is recorded as deferred revenue. Also as part of the agreement, each of Columbus Networks and the Customer are entitled to 50 per cent. of the revenue collected from the sale or lease of capacity on the Haiti Link until such time as the Customer has recovered the USD12m cost it incurred to construct the Haiti Link. Once the Customer recovers its construction costs Columbus Networks is entitled to all revenues generated from the Haiti Link into perpetuity thereafter. During the year, Columbus Networks recorded USD14,000 (2012 and 2011: nil) in revenue relating to the Haiti Link.

There were no commitments in respect of Columbus' associate investment.

The operating lease expenditure for each year is disclosed in note 1.3. Assets under operating leases relate to office space and equipment. The aggregate future minimum lease payments under operating leases are: