Bond Ziggy 8% ( XS1028398540 ) in EUR

Ziggy

100 % ⇌

Netherlands

XS1028398540 ( in EUR )

8% per year ( payment 1 time a year)

15/05/2018 - Bond has expired

Prospectus brochure of the bond Ziggo XS1028398540 in EUR 8%, expired

100 000 EUR

743 128 000 EUR

Ziggo is a Dutch telecommunications company providing television, internet, and telephone services to residential and business customers.

The Bond issued by Ziggy ( Netherlands ) , in EUR, with the ISIN code XS1028398540, pays a coupon of 8% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/05/2018

LISTING PARTICULARS, dated June 17, 2014.

THIS DOCUMENT CONSISTS OF THE LISTING PARTICULARS (THE ``LISTING
PARTICULARS'') IN CONNECTION WITH THE APPLICATION TO HAVE THE NEW 2018
NOTES (AS DEFINED BELOW) LISTED ON THE OFFICIAL LIST OF THE LUXEMBOURG
STOCK EXCHANGE AND ADMITTED FOR TRADING ON THE EURO MTF MARKET OF THE
LUXEMBOURG STOCK EXCHANGE (THE ``LISTING''). THESE LISTING PARTICULARS ARE
PROVIDED ONLY FOR THE PURPOSE OF OBTAINING APPROVAL OF ADMISSION OF THE
NEW 2018 NOTES TO THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE AND
ADMISSION FOR TRADING ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK
EXCHANGE AND SHALL NOT BE USED FOR OR DISTRIBUTED FOR ANY OTHER PURPOSE.
THESE LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE NEW 2018 NOTES AND THESE LISTING
PARTICULARS HAVE NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR
LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES,
THE UNITED KINGDOM, FRANCE, GERMANY, BELGIUM, THE NETHERLANDS, IRELAND,
DENMARK, THE CAYMAN ISLANDS, THE BRITISH VIRGIN ISLANDS OR ANY OTHER
JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE
MERITS, ACCURACY OR ADEQUACY OF THESE LISTING PARTICULARS. ANY
REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL
OFFENSE.

743,128,000 8% Senior Notes due 2018 (the "New 2018 Notes")
issued by
ZIGGO BOND COMPANY B.V.

New 2018 Notes
Pursuant to the Exchange Offer (as defined below), on February 27, 2014 (the "Issue Date"), Ziggo Bond Company B.V. (the "Issuer")
issued the New 2018 Notes. The New 2018 Notes will automatically (i) be exchanged for an equal aggregate principal amount of new 7.125% Senior
Notes due 2024 (the "New 2024 Notes") to be issued by LGE HoldCo VI B.V. (the "New 2024 Notes Issuer"), if the Acquisition (as defined below)
is or will be consummated prior to the Longstop Date (as defined below), or (ii) be exchanged for an equal aggregate principal amount of Exchanged
Original Notes (as defined below), if the Acquisition is not or will not be consummated prior to the Longstop Date (as defined below), each on the
terms set forth herein.

The Exchange Offer
Upon the terms and subject to the conditions set forth in the offering memorandum dated January 27, 2014, and as supplemented and
amended on February 5, 2014 (the "Offering Memorandum"), the Issuer offered to exchange up to 934,000,000 aggregate principal amount (the
"Maximum Tender Amount") of its outstanding 1,208,850,000 8% Senior Notes due 2018 (the "Original Notes") for an equal aggregate principal
amount of New 2018 Notes (the "Initial Exchange"). Original Notes validly tendered and accepted by February 7, 2014 (the "Early Participation
Deadline") are entitled to a fee of 40 per 1,000 of Original Notes (the "Early Premium") payable only if the Acquisition (as defined below) is or
will be consummated prior to the Longstop Date.
Original Notes tendered into and accepted by the Issuer in the Initial Exchange (the "Exchanged Original Notes") were deposited by the
Issuer in an escrow account (the "Escrow Account") with Lucid Issuer Services Limited, as escrow agent (the "Escrow Agent"). If, on or before the
date which is 15 months and two weeks from the public announcement of the proposed Acquisition (the "Longstop Date"), the Acquisition (i) is, or
will be, consummated, then upon three business days notice by the Issuer to the Escrow Agent and the trustee for the New 2018 Notes (the "New
2018 Notes Trustee"), the New 2018 Notes will be automatically exchanged (the "Acquisition Exchange") for an equal aggregate principal amount
of New 2024 Notes to be issued by the New 2024 Notes Issuer, or (ii) is not, or will not be, consummated, then upon three business days notice by the
Issuer to the Escrow Agent and the New 2018 Notes Trustee, the Exchanged Original Notes tendered in the Initial Exchange will be automatically
returned to holders of the New 2018 Notes in exchange for the outstanding New 2018 Notes in an equal aggregate principal amount (the "Reverse
Exchange").
Other than the payment of the Early Premium to eligible Holders on the Acquisition Exchange, the Reverse Exchange or Acquisition Exchange
will be completed on a cashless basis by exchanging the Exchanged Original Notes or New 2024 Notes, as applicable, for the outstanding New 2018
Notes and no consent or any other action will be required by the holders of the New 2018 Notes for the Reverse Exchange or the Acquisition
Exchange, as applicable. See "Description of the New 2018 Notes--The Notes Exchanges". Upon consummation of the Acquisition Exchange, the
New 2018 Notes and the Exchanged Original Notes will be cancelled. In addition, the New 2018 Notes will be cancelled upon consummation of the
Reverse Exchange.
The "Exchange Offer" refers herein to the Initial Exchange of the New 2018 Notes, with the Reverse Exchange and the Acquisition Exchange,
in each case, included within the terms of the New 2018 Notes.
Initial Exchange
For each 1,000 in principal amount of Original Notes validly tendered (and not validly withdrawn) and accepted at or prior to 11:59 p.m., New
York time, February 24, 2014 (the "Expiration Time") by the Issuer in the Initial Exchange, each holder of the Original Notes (the "Holders")
received 1,000 in principal amount of New 2018 Notes in principal amount of Original Notes validly tendered and accepted. Holders who validly

tendered their Original Notes prior to the Early Participation Deadline will receive the Early Premium upon settlement of the Acquisition Exchange.
Holders who validly tendered their Notes prior to the Early Participation Deadline will not receive the Early Premium upon settlement of the Reverse
Exchange. The Early Premium will be payable to the Holder who tendered in the Initial Exchange and not to the holder of the New 2018 Notes at the
time of the Acquisition Exchange. Holders who validly tendered their Original Notes after the Early Participation Deadline, but prior to the Expiration
Time, and did not validly withdraw their Original Notes, received the New 2018 Notes but will not receive the Early Premium or any other additional
cash consideration. Participating holders of Original Notes did not receive a cash payment in respect of accrued and unpaid interest (the "Accrued
Interest"), if any, on their accepted Original Notes on the Settlement Date (as defined below), however, interest on the New 2018 Notes is deemed to
accrue from the most recent interest payment date of the Original Notes exchanged for such New 2018 Notes and will be paid on the next regularly
scheduled interest payment date under the New 2018 Notes. The New 2018 Notes are issued in minimum denominations of 100,000 and in integral
multiples of 1,000 in excess thereof.

The New 2018 Notes are guaranteed on a subordinated basis by the Existing Notes Guarantors (as defined herein) and secured on a second
priority basis by the New 2018 Notes Collateral (as defined herein). However, pursuant to the terms of the Parallel Priority Agreement, the holders of
the New 2018 Notes share equally with the holders of Original Notes in the proceeds of the enforcement of the Existing Notes Collateral (as defined
herein), with the exception that the New 2018 Notes do not share in the assignment over the Proceeds Loan (as defined herein) granted in favor of the
holders the Original Notes under the Existing Notes Collateral. See "Summary--Summary of the New 2018 Notes--Ranking of the New 2018 Notes",
"Description of the New 2018 Notes" and "Risk Factors--Risks Relating to the Notes and our Capital Structure". The terms of the New 2018 Notes
are substantially the same as the terms of the Original Notes except for (i) the provisions relating to the Acquisition Exchange and the Reverse
Exchange and (ii) the difference between the New 2018 Notes Collateral and the Existing Notes Collateral.
Reverse Exchange
For each 1,000 in principal amount of New 2018 Notes outstanding at the time of the Reverse Exchange, each Holder of New 2018 Notes will
automatically receive 1,000 in principal amount of Exchanged Original Notes held in the Escrow Account in exchange for their New 2018 Notes.
Holders of New 2018 Notes will not receive a cash payment in respect of Accrued Interest, if any, on their New 2018 Notes on the date of the
settlement of the Reverse Exchange; however, interest on the Exchanged Original Notes returned to Holders will accrue, or be deemed to accrue,
from the most recent interest payment date of the New 2018 Notes exchanged for such Exchanged Original Notes and will be paid on the next
regularly scheduled interest payment date under the Exchanged Original Notes. There will not be any additional fee or cash consideration for the
Reverse Exchange.
The Exchanged Original Notes are guaranteed on a subordinated basis by the Existing Notes Guarantors and secured on a first priority basis by
the Existing Notes Collateral. See "Summary--Summary of the Exchanged Original Notes--Ranking of the Exchanged Original Notes" and
"Description of the Exchanged Original Notes".
Acquisition Exchange
For each 1,000 in principal amount of New 2018 Notes outstanding at the time of the Acquisition Exchange, each Holder of New 2018 Notes
will automatically receive 1,000 in principal amount of New 2024 Notes in exchange for their New 2018 Notes. Holders of New 2018 Notes will
receive a cash payment in respect of Accrued Interest, if any, on their New 2018 Notes on the date of the settlement of the Acquisition Exchange, and
interest on the New 2024 Notes will accrue from the issue date of the New 2024 Notes. There will not be any additional fee or cash consideration for
the Acquisition Exchange; however, the Early Premium will be payable to eligible Holders upon consummation of the Acquisition Exchange.
The New 2024 Notes will not be guaranteed but will be secured on a first priority basis by the New 2024 Notes Collateral (as defined herein).
The terms of the New 2024 Notes will be materially different from the terms of the New 2018 Notes and the Original Notes, including with respect to
guarantees and collateral. See "Summary--Summary of the New 2024 Notes--Ranking of the New 2024 Notes" and "Description of the New 2024
Notes". Following consummation of the Acquisition Exchange, the New 2024 Notes Issuer may, at its option, effect a pushdown of the New 2024
Notes and obligations thereunder through its corporate structure through one or a combination of methods, which may include the Parent Issuer (as
defined herein) assuming the obligations under the New 2024 Notes and the New 2024 Notes Issuer being released from its obligations thereunder
(the "Debt Pushdown"). Following the Debt Pushdown, the New 2024 Notes will be secured by a first-priority pledge of the shares in the New 2024
Notes Issuer or Parent Issuer, as applicable, as issuer of the New 2024 Notes. See "Description of the New 2024 Notes--Debt Pushdown". However,
there can be no assurance that the Debt Pushdown will be completed.
Pursuant to a merger protocol agreement (the "Merger Protocol") dated January 27, 2014, LGE Holdco VII B.V. ("Bidco"), an
indirect wholly-owned subsidiary of Liberty Global plc ("Liberty"), has agreed to commence a recommended public offer to acquire all
shares of Ziggo N.V. that are not owned by affiliates of Bidco (the "Public Offer"). The completion of the Public Offer and the acquisition by
Bidco of the shares tendered in the Public Offer (the "Acquisition") are subject to certain conditions, including a minimum acceptance level
by the public shareholders of Ziggo N.V. and regulatory approval. The Exchange Offer was not conditioned upon the Acquisition; however,
the Acquisition Exchange and the Reverse Exchange are triggered on the basis of whether the Acquisition is consummated, as applicable.
An investment in the New 2018 Notes involves certain risks. Holders of Original Notes should carefully consider all of the information in these
Listing Particulars and, in particular, the risk factors described in "Risk Factors" beginning on page 38.
The New 2018 Notes and the Original Notes have not been, and will not be, and the New 2024 Notes, if issued in the Acquisition
Exchange will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any United States state
securities laws, or the securities laws of any other jurisdiction. The Issuer is offering the New 2018 Notes (including the terms providing for
the automatic Reverse Exchange or Acquisition Exchange into the Exchanged Original Notes or New 2024 Notes, respectively, contained
therein) only (1) to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act, in a private transaction in reliance
upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and (2) outside the
United States, to persons other than "U.S. persons" as defined in Rule 902 under the U.S. Securities Act in offshore transactions in
compliance with Regulation S under the U.S. Securities Act. For a description of certain restrictions on the transfer of the New 2018 Notes,
the New 2024 Notes and the Exchanged Original Notes, see "Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange for the New 2018 Notes to be admitted to listing on the Official List of
the Luxembourg Stock Exchange and trading on the Euro MTF Market, which is not a regulated market (as defined by Article 1(13) of
Directive 93/22/EEC). The Listing Particulars constitute a prospectus for purposes of Luxembourg law on prospectus securities dated
July 10, 2005, as amended. These Listing Particulars include additional information on the terms of the New 2018 Notes, the Exchanged
Original Notes and the New 2024 Notes, including redemption and repurchase prices, covenants and transfer restrictions.

41322044_3

The Issuer and the New 2024 Notes Issuer have not authorized any person (including any dealer,
salesman or broker) to provide you with different information. You should not assume that the
information contained in these Listing Particulars is accurate at any date other than the date on the front
of these Listing Particulars.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ ix
SUMMARY OF THE NEW 2018 NOTES ............................................................................................................ 6
SUMMARY OF THE EXCHANGED ORIGINAL NOTES ............................................................................... 11
SUMMARY OF THE NEW 2024 NOTES .......................................................................................................... 14
THE ISSUER AND THE GUARANTORS ......................................................................................................... 18
RISK FACTORS .................................................................................................................................................. 23
THE TRANSACTIONS ....................................................................................................................................... 37
USE OF PROCEEDS ........................................................................................................................................... 40
DESCRIPTION OF OTHER INDEBTEDNESS ................................................................................................. 41
DESCRIPTION OF THE NEW 2018 NOTES ................................................................................................... 133
DESCRIPTION OF THE NEW 2024 NOTES ................................................................................................... 188
BOOK-ENTRY, DELIVERY AND FORM OF NEW 2018 NOTES, THE EXCHANGED ORIGINAL NOTES
AND THE NEW 2024 NOTES .......................................................................................................................... 254
TRANSFER RESTRICTIONS ........................................................................................................................... 258
CERTAIN TAX CONSIDERATIONS .............................................................................................................. 263
LISTING AND GENERAL INFORMATION ................................................................................................... 276
i

These Listing Particulars are provided only for the purpose of obtaining approval of admission for trading on the
Euro MTF Market of the Luxembourg Stock Exchange and shall not be used for or distributed for any other purpose and
these Listing Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any of the New 2018 Notes or
New 2024 Notes.
No person has been authorized to give any information or to make any representations about the Issuer and the New
2024 Notes Issuer or the Exchange Offer other than those contained in these Listing Particulars and, if given or made, such
information or representations must not be relied upon as having been authorized by the Issuer and the New 2024 Notes
Issuer, the Dealer Managers, the Exchange Agent or any of their respective agents.
No action was taken or will be taken in any jurisdiction by the Issuer, the New 2024 Notes Issuer, the Dealer Managers
or the Exchange Agent that permitted or would permit an offer of the New 2018 Notes to the public in any jurisdiction.
The Issuer and the New 2024 Notes Issuer accept responsibility for the information contained in these Listing
Particulars. To the best of their knowledge (having taken reasonable care to ensure that such is the case), the information
contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the impact of
such information. All information contained in these Listing Particulars is current as of the date of the Listing Particulars
unless indicated otherwise and the delivery of these Listing Particulars shall not, in any circumstances, imply that the
information contained herein is correct at any time subsequently. These Listing Particulars may only be used for the
purposes for which they have been published. No representation or warranty, express or implied, is made as to the accuracy
or completeness of the information set forth herein and nothing contained in these Listing Particulars are, or shall be relied
upon as, a promise or representation, whether as to the past or the future. No person has been authorized to give any
information or to make any representation not contained in these Listing Particulars in connection with the listing and, if
given or made, any such information or representation should not be relied upon as having been authorized by the Issuer and
the New 2024 Notes Issuer. The distribution of these Listing Particulars may, in certain circumstances, be restricted by law.
The Issuer offered the New 2018 Notes (including the automatic Reverse Exchange or Acquisition Exchange into the
Exchanged Original Notes or New 2024 Notes, respectively, contained therein) in reliance on exemptions from the
registration requirements of the U.S. Securities Act. These exemptions apply to offers and sales of securities that do not
involve a public offering. The New 2018 Notes and the Exchanged Original Notes have not been, and the New 2024 Notes, if
issued in the Acquisition Exchange, will not be, registered with, recommended by or approved by the U.S. Securities and
Exchange Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC or any other
securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars. Any representation to
the contrary is a criminal offence in the United States.
These Listing Particulars are not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, the New 2024 Notes Issuer or the Trustee that any recipient of these Listing
Particulars should purchase any New 2018 Notes or New 2024 Notes. Each investor contemplating purchasing any New
2018 Notes or New 2024 Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer and the New 2024 Notes Issuer. In making an investment decision, each
investor must rely on its own examination, analysis and enquiry of the Issuer and the New 2024 Notes Issuer and the terms of
the New 2018 Notes and New 2024 Notes, including the merits and risks involved.
The distribution of these Listing Particulars may be restricted by law in certain jurisdictions. Neither the Issuer, the
New 2024 Notes Issuer, nor the Trustee represents that these Listing Particulars may be lawfully distributed. In particular, no
action has been taken by the Issuer, New 2024 Notes Issuer or the Trustee which is intended to permit the possession or
distribution of these Listing Particulars other than to persons who (i) are investment professionals, as such term is defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any New 2018 Notes may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons").
These Listing Particulars have been prepared on the basis that all offers of the New 2018 Notes will be made pursuant
to an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive"), as implemented in member states of
the European Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of the New 2018 Notes.
Accordingly, any person making or intending to make any offer within the EEA of the New 2018 Notes should only do so in
circumstances in which no obligation arises for the Issuer to produce a prospectus for such offer.

ii

The New 2018 Notes and the Exchanged Original Notes are, and the New 2024 Notes will be, subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act and all other
applicable securities laws. See "Transfer Restrictions". You should be aware that you may be required to bear the financial
risks of this investment for an indefinite period of time.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should consult
your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of an investment in
the New 2018 Notes (including the automatic Reverse Exchange or Acquisition Exchange into the Exchanged Original Notes
or New 2024 Notes, respectively, contained therein). You are responsible for making your own examination of the Issuer and
the New 2024 Notes Issuer and your own assessment of the merits and risks of investing in the New 2018 Notes (including
the automatic Reverse Exchange or Acquisition Exchange into the Exchanged Original Notes or New 2024 Notes,
respectively, contained therein). The Issuer, the New 2024 Notes Issuer, the Dealer Managers and the Exchange Agent are
not making any representations to you regarding the legality of an investment in the New 2018 Notes (including the
automatic Reverse Exchange or Acquisition Exchange into the Exchanged Original Notes or New 2024 Notes, respectively,
contained therein) by you.
The information contained in these Listing Particulars has been furnished by the Issuer, the New 2024 Notes Issuer and
other sources they believe to be reliable. These Listing Particulars contains summaries, believed to be accurate, of some of
the terms of specified documents, but reference is made to the actual documents, copies of which will be made available by
us upon request, for the complete information contained in those documents. Copies of such documents and other
information relating to the issuance of the New 2018 Notes and the New 2024 Notes, if any, will also be available for
inspection at the specified offices of the Paying Agent (as defined herein). All summaries of the documents contained herein
are qualified in their entirety by this reference. You agree to the foregoing by accepting these Listing Particulars.
In accordance with normal practice, the Trustee expresses no opinion as to the merits of the Exchange Offer. The
Trustee has not been involved in formulating the Exchange Offer and makes no representation that all relevant information
has been disclosed to Holders in these Listing Particulars. Accordingly, the Trustee urges Holders who are in any doubt as to
the impact of the Exchange Offer to seek their own independent legal and financial advice.
The New 2018 Notes and, following consummation of the Acquisition Exchange, the 2024 Notes, are initially available
in book-entry form only. The Exchanged Original Notes, following consummation of the Reverse Exchange, are initially
available in book-entry form only. The New 2018 Notes and the New 2024 Notes, if any, are represented on issue by one or
more global notes and the Exchanged Original Notes are represented by one or more global notes, which were delivered
through Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream" and, together
with Euroclear, the "Clearing Systems" and each a "Clearing System"), as applicable. Interests in the global notes are
exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and Form of
New 2018 Notes, the Exchanged Original Notes and the New 2024 Notes".

iii

RESTRICTIONS
U.S. TREASURY DEPARTMENT CIRCULAR 230 DISCLOSURE
PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, THE ISSUER AND THE NEW 2024 NOTES
ISSUER HEREBY INFORM YOU THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S.
FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT
BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED
ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN IN
CONNECTION WITH THE MARKETING BY THE ISSUER OF THE NEW 2018 NOTES. TAXPAYERS SHOULD
SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS
OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
The New 2018 Notes have not been and will not be and the New 2024 Notes, if issued, will not be registered under the
U.S. Securities Act or the securities laws of any state of the United States. The New 2018 Notes and the New 2024 Notes, if
issued, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under
the U.S. Securities Act or any other applicable securities laws, pursuant to registration or an exemption therefrom. Please
refer to the section of these Listing Particulars entitled "Transfer Restrictions". The New 2018 Notes and the New 2024
Notes, if issued, may not be offered to the public within any jurisdiction. By accepting delivery of these Listing Particulars,
you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
These Listing Particulars have been prepared on the basis that any offer of New 2018 Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") was made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of New 2018 Notes.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria. These Listing Particulars have not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other document connected
therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these Listing Particulars nor any
other document connected therewith may be distributed, passed on or disclosed to any other person in Austria. No steps may
be taken that would constitute a public offering of the New 2018 Notes in Austria and the offering of the New 2018 Notes
may not be advertised in Austria. Any offer of the New 2018 Notes in Austria will only be made in compliance with the
provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and sale of
the New 2018 Notes in Austria.
Germany. The New 2018 Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29, 2004 as
amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. These Listing
Particulars have not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive
2003/71/EC and accordingly the New 2018 Notes may not be offered publicly in Germany.

iv

France. These Listing Particulars have not been prepared in the context of a public offering in France within the
meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement Général of the
Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the AMF. Consequently,
the New 2018 Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and sales of the New
2018 Notes will only be made in France to providers of investment services relating to portfolio management for the account
of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers) and/or to
qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle restreint d'investisseurs) acting for
their own accounts, as defined in and in accordance with Articles L. 411-2 and D. 411-1 of the Code of Monétaire et
Financier. Neither these Listing Particulars nor any other offering material may be distributed to the public in France.
Italy. None of these Listing Particulars or any other documents or materials relating to the Exchange Offer have been
or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa ("CONSOB").
Therefore, the Exchange Offer may only be carried out in the Republic of Italy ("Italy") pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services
Act") and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial
owners of the Original Notes may tender their Original Notes in the Exchange Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative
Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Grand Duchy of Luxembourg. The terms and conditions relating to these Listing Particulars have not been approved
by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du
Secteur Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly,
the New 2018 Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither these Listing
Particulars nor any other circular, prospectus, form of application, advertisement or other material may be distributed, or
otherwise made available in or from, or published in, Luxembourg except for the sole purpose of the admission to trading and
listing of the New 2018 Notes on the Official List of the Luxembourg Stock Exchange and except in circumstances which do
not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the
Luxembourg Act of July 10, 2005 on prospectuses for securities.
The Netherlands. The New 2018 Notes (including rights representing an interest in each global note that represents the
New 2018 Notes) may not be offered or sold to individuals or legal entities in The Netherlands other than to qualified
investors as defined in the Financial Supervision Act (Wet op net financi¨ele toezicht).
Spain. The Exchange Offer has not been registered with the Comisión Nacional del Mercado de Valores and therefore
the New 2018 Notes may not be offered in Spain by any means, except in circumstances which do not qualify as a public
offer of securities in Spain in accordance with article 30 bis of the Securities Market Act ("Ley 24/1988, de 28 de julio del
Mercado de Valores") as amended and restated, or pursuant to an exemption from registration in accordance with article 41
of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley
24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios
oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos").
Switzerland. The New 2018 Notes offered hereby are being offered in Switzerland on the basis of a private placement
only. These Listing Particulars does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code
of Obligations.

v

CURRENCY PRESENTATION AND DEFINITIONS
In these Listing Particulars, all references to "euro", "Euro" or " " are to the single currency of the participating
member states of the European Union participation in the third stage of economic and monetary union pursuant to the Treaty
on the Functioning of the European Union, as amended or supplemented from time to time.
Definitions
As used in these Listing Particulars:
·
"2017 Notes" refers to the 750 million 6 1/8% Senior Secured Notes due 2017 issued by Ziggo Finance B.V. on
October 29, 2010. Ziggo Finance B.V. loaned the proceeds of the 2017 Notes to Torenspits II B.V. as a Facility E
tranche under the Senior Credit Agreement, dated as of September 12, 2006, as subsequently amended,
supplemented, varied, novated, extended or replaced from time to time, among ABC B.V., RBS N.V. (formerly
known as ABN AMRO Bank N.V.), Credit Suisse, Goldman Sachs International, ING Bank N.V. and Morgan
Stanley Bank International Limited as arrangers, ING Bank N.V., as facility agent and security agent, and the
other parties thereto, which, following the 2013 Refinancing, only contains the terms and conditions relating to
Facility E;
·
"2020 Notes" refers to the 750 million 3 5/8% Senior Secured Notes due 2020 issued by Ziggo B.V.;
·
"ABC B.V." means Amsterdamse Beheer- en Consultingmaatschappij B.V.;
·
"Acquisition" refers to the acquisition by Bidco of the shares tendered for acceptance in the recommended public
offer commenced by Bidco in accordance with the terms of the Merger Protocol;
· "Acquisition Exchange" has the meaning ascribed to it under "Summary--Summary of the Terms of the
Exchange Offer--Acquisition Exchange";
·
"Bidco" refers to LGE Holdco VII B.V., together with its successors;
·
"Bidco Facility" refers to the senior facility agreement dated January 27, 2014 between, among others, Bidco and
certain financial institutions as lenders thereunder, as amended or supplemented from time to time;
·
"Bridge Facility" refers to the senior bridge facility agreement dated January 27, 2014 between, among others,
the Company and certain financial institutions as lenders thereunder, as amended or supplemented from time to
time;
·
"Debt Pushdown" has the meaning ascribed to it under "Description of the New 2024 Notes-- Debt Pushdown";
·
"Escrow Account" has the meaning ascribed to it under "Summary--Summary of the Terms of the Exchange
Offer-- Escrow";
·
"Escrow Agent" refers to Lucid Issuer Services United, as escrow agent;
·
"European Economic Area" or "EEA" refers to the economic area encompassing all of the members of the
European Union and the European Free Trade Association;

·
"Exchange Agent" refers to Lucid Issuer Services Limited, as exchange agent;
·
"Exchange Offer" has the meaning ascribed to it under "Summary--Summary of the Terms of the Exchange
Offer--The Exchange Offer";
·
"Exchanged Original Notes" refers to the Original Notes validly tendered, accepted and exchanged in the Initial
Exchange;
·
"Existing Credit Facility" refers to the senior secured credit facility dated March 21, 2013 between, among others,
ABC B.V., certain subsidiaries of ABC B.V. and certain financial institutions as lenders thereunder, as amended
or supplemented from time to time;
·
"Existing Credit Facility Refinancing" refers to the repayment in full (together with any prepayment premiums,
accrued interest and related swaps) and termination of the Existing Credit Facility;
·
"Existing Notes Collateral" has the meaning ascribed to it under "Summary--Summary of the Exchanged
Original Notes--Security";
·
"Existing Notes Guarantors" collectively refers to ABC B.V., Torenspits II B.V., Ziggo B.V., Ziggo Netwerk
B.V. and Ziggo Netwerk II B.V. On or before the issuance of the New 2018 Notes, Ziggo Deelnemingen B.V
and Ziggo Financing Partnership will guarantee the Original Notes;
·
"Facility E" refers to the loan tranche under the 2006 Senior Credit Agreement pursuant to which the proceeds of
the 2017 Notes were borrowed by Torenspits II B.V.;

vi

·
"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;
·
"Indentures" refers to the New 2018 Notes Indenture and the New 2024 Notes Indenture, collectively;
·
"Initial Exchange" has the meaning ascribed to it under "Summary--Summary of the Terms of the Exchange
Offer--The Exchange Offer";
·
"Intercreditor Agreement" refers to the intercreditor agreement to be dated on or about January 27, 2014 between,
among others, the New 2024 Notes Issuer and the facility agent and security agent under the Bridge Facility, as
amended, restated supplemented or otherwise modified from time to time;
·
"Issue Date" refers to the date the New 2018 Notes are issued, which will be on the Settlement Date;
·
"Issuer" refers to Ziggo Bond Company B.V., together with its successors;
·
"Issuers" collectively refers to the Issuer and the New 2024 Notes Issuer;
·
"Liberty" or "Liberty Global" refers to Liberty Global plc, with or without its consolidated subsidiaries, as the
context requires;
·
"Longstop Date" refers to the date which is 15 months and two weeks from the public announcement of the
proposed Acquisition;
·
"Maximum Tender Amount" refers to the limitation of the aggregate principal amount of Original Notes
accepted for exchange in the Exchange Offer of 934 million, subject to increase, decrease or waiver by the
Issuer in its sole discretion;
·
"Merger Protocol" refers to the merger protocol entered into by Ziggo N.V. and Bidco and Liberty, as a
guarantor, in which Bidco agreed to make (uitbrengen), declare unconditional (gestand doen) and settle a public
offer for all shares of Ziggo N.V. not already held by Liberty and its subsidiaries on the terms of and subject to
the conditions of the merger protocol;
·
"Minimum Tender Condition" refers to the condition to the Exchange Offer that there has been validly tendered
(and not validly withdrawn) at least 300 million aggregate principal amount of Original Notes, subject to waiver
by the Issuer in its sole discretion.
·
"New 2018 Notes" means up to 934 million aggregate principal amount of 8% Senior Notes due 2018 offered in
the Initial Exchange;
·
"New 2018 Notes Collateral" has the meaning ascribed to it under has the meaning ascribed to it under
"Summary--Summary of the New 2018 Notes--Security";
·
"New 2018 Notes Indenture" refers to the indenture for the New 2018 Notes to be entered into on the Issue Date
between, among others, the Issuer, the Existing Notes Guarantors and the New 2018 Notes Trustee;
·
"New 2018 Notes Trustee" refers to Deutsche Trustee Company Limited;
·
"New 2024 Notes" refers to the new % Senior Notes due 2024 to be issued by the New 2024 Notes Issuer
pursuant to the Acquisition Exchange;

·
"New 2024 Notes Call Premiums" refers to the redemption prices with respect to the redemption of the New
2024 Notes described under "Description of the New 2024 Notes--Optional Redemption--Optional Redemption
on or after May 15, 2019" and "Description of the New 2024 Notes--Optional Redemption--Optional
Redemption upon Equity Offerings";
·
"New 2024 Notes Collateral" has the meaning ascribed to it under "Summary--Summary of the New 2024
Notes--Security";
·
"New 2024 Notes Indenture" refers to the indenture for the New 2024 Notes to be entered into pursuant to the
Acquisition Exchange between, among others, the New 2024 Notes Issuer and the New 2024 Notes Trustee;
·
"New 2024 Notes Issuer" refers to LGE HoldCo VI B.V., together with its successors;
·
"New 2024 Notes Trustee" refers to Deutsche Trustee Company Limited;
·
"New Senior Secured Credit Facilities" refers to the senior secured credit facilities provided under the senior
facilities agreement dated on or about January 27, 2014 between, among others, ABC B.V., certain subsidiaries
of ABC B.V. and certain financial institutions as lenders thereunder;
·
"New Term Loan Facilities" refers to the 3,301 million term loan facilities entered into on or about January 27,
2014 by Ziggo B.V. and certaub other subsidiaries of Ziggo N.V.;
·
"Notes" refers to the New 2018 Notes and the New 2024 Notes, collectively;

vii

·
"Original Notes" refers to the Issuer's 1,208,850,000 8% Senior Notes due 2018 issued pursuant to the Original
Notes Indenture;
·
"Original Notes Acquisition Redemption" refers to the redemption or retirement of any and all outstanding
Oridinal Notes pursuant to the redemption procedures set forth in the indenture governing the Original Notes,
which the Issuer intends to carry out following the consummation of the Exchange Offer and the Acquisiton;
·
"Original Notes Indenture" refers to the indenture for the Original Notes dated as of May 7, 2010 between,
among others, the Issuer, the Existing Notes Guarantors and the Original Notes Trustee;
·
"Original Notes Trustee" refers to Deutsche Bank AG, London Branch;
·
"Parent Issuer" has the meaning ascribed to it under "Description of the New 2024 Notes--Debt Pushdown";
·
"Parallel Priority Agreement" refers to the parallel priority agreement dated May 7, 2010 (as amended on
March 28, 2013 and as amended and restated on or about the Issue Date) made between, among others, the Issuer,
the Existing Notes Guarantors, the Original Notes Trustee and ING Bank N.V, as amended, restated or otherwise
modified or varied from time to time;
·
"Post-Closing Reorganization" has the meaning ascribed to it under "Description of the New 2024 Notes--Debt
Pushdown";
·
"Priority Agreement" refers to the priority agreement made between, among others, the Issuer, the Existing Notes
Guarantors, the Original Notes Trustee and ING Bank N.V dated September 12, 2006 and as amended and
restated on October 6, 2006, November 17, 2006 and on March 28, 2013, as amended, restated or otherwise
modified or varied from time to time;
·
"Proceeds Loan" means the loan agreement dated May 7, 2010 entered into between the Issuer and ABC B.V.
pursuant to which the Issuer lent the proceeds from the issuance of the Original Notes to ABC B.V., as amended,
restated or otherwise modified or varied from time to time;
·
"Reverse Exchange" has the meaning ascribed to it under "Summary--Summary of the Terms of the Exchange
Offer--Reverse Exchange";
·
"Tender Offer" refers to the tender offer commences on January 27, 2014 by Ziggo B.V., as the issuer of the
2020 Notes for any and all outstanding 2020 Notes together with a solicitation for consents from holders of 2020
Notes to certain amendments to the indenture governing the 2020 Notes and to the Priority Agreeement;
·
"Transactions" refers to The Acquisition, the New Senior Credit Facility, the Original Notes Redemption , the
Tender Offer and Consent Solicitation in respect of the 2020 Notes, the Redemption of 2017 Notes, the Bidco
Facility and the Bridge Facility;
·
"Trustees" refers collectively to the New 2018 Notes Trustee, the New 2024 Notes Trustee and the Original
Notes Trustee;
·
"U.S. Exchange Act" refers to the U.S. Securities Exchange Act of 1934;
·
"U.S. Securities Act" refers to the U.S. Securities Act of 1933;
·
"U.S." refers to the United States of America; and
·
"we", "us", "our", "Ziggo", the "Ziggo Group" or the "Company" refers to Ziggo Bond Company B.V.
with or without its consolidated subsidiaries (as the context may require).

viii