Obligation Telenet Group 5.5% ( BE6300370267 ) en USD

Telenet Group

99.98 % ▼

Belgique

BE6300370267 ( en USD )

5.5% par an ( paiement semestriel )

29/02/2028

Prospectus brochure de l'obligation Telenet Group Holding BE6300370267 en USD 5.5%, échéance 29/02/2028

15/07/2026 ( Dans 104 jours )

Telenet Group Holding est une société de télécommunications belge fournissant des services de télévision par câble, d'internet haut débit et de téléphonie fixe et mobile en Belgique et aux Pays-Bas.

L'Obligation émise par Telenet Group ( Belgique ) , en USD, avec le code ISIN BE6300370267, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2028

LISTING PARTICULARS

$1,000,000,000 5.500% Senior Secured Notes due 2028
600,000,000 3.500% Senior Secured Notes due 2028
issued by, but with limited recourse to,
Telenet Finance Luxembourg Notes S.à r.l.
Telenet Finance Luxembourg Notes S.à r.l. is a private limited liability company (société à responsabilité limitée) incorporated under the laws of the
Grand Duchy of Luxembourg, having its registered office at 2, rue Peternelchen, L-2370 Howald, Luxembourg and registered with the Luxembourg
Trade and Companies Register under number B219682 (as further described and defined herein, the "Issuer"). All of the ordinary shares of the Issuer
are owned directly by Telenet International Finance S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated under the
laws of the Grand Duchy of Luxembourg, having its registered office at 2, Rue Peternelchen, L-2370 Howald, Luxembourg and registered with the
Luxembourg Trade and Companies Register under number B155066 ("Telenet International Finance"). The Issuer has offered 600.0 million aggregate
principal amount of its 3.500% senior secured notes due 2028 (the "Euro Notes") and $1,000.0 million aggregate principal amount of its 5.500% senior
secured notes due 2028 (the "Dollar Notes" and together with the Euro Notes, the "Notes"). The Euro Notes will bear interest at a rate of 3.500% per
annum and the Dollar Notes will bear interest at a rate of 5.500% per annum. The Issuer will pay interest on the Notes semi-annually in cash in arrears
on each January 15 and July 15, commencing on January 15, 2018.The Notes will mature on March 1, 2028.
The proceeds from the offering of the Dollar Notes have been used by the Issuer to fund a loan in a principal amount equal to $1,000.0 million (the "Finco
Loan AJ") borrowed under an additional facility (the "Facility AJ") by Telenet International Finance under the Senior Credit Facility (as defined in
these "Listing Particulars"). The proceeds from the offering of the Euro Notes will be used by the Issuer to fund a loan in a principal amount equal to
600.0 million (the "Finco Loan AK" and together with the Finco Loan AJ, the "2017 Finco Loans") borrowed under an additional facility (the "Facility
AK") by Telenet International Finance under the Senior Credit Facility. Telenet International Finance is an entity wholly owned by Telenet BVBA
(formerly Telenet NV). Telenet BVBA is 99.99% owned by Telenet Group BVBA. Telenet Group BVBA is 99.99% owned by Telenet Group Holding
NV ("Telenet Group Holding"). The obligations of Telenet International Finance under the relevant Finco Loan are guaranteed by Telenet Group BVBA.
The Issuer is dependent upon payments under the relevant Finco Loan and Related Agreements (as defined herein) to make payments under the relevant
Notes. The Issuer will apply all payments it receives under the relevant Finco Loan and such Related Agreements, including in respect of principal,
premiums, interest and any additional amounts following certain tax events, to make corresponding payments under the relevant Notes.
The accession agreements related to each of the 2017 Finco Loans provides for the payment of certain premiums in connection with certain voluntary
and mandatory prepayments of such 2017 Finco Loan that enables the Issuer to pay the premiums payable in respect of corresponding redemptions of the
applicable Notes, as described in "Description of the Notes-- Optional Redemption". Some or all of each series of the Notes may be redeemed at any
time prior to December 1, 2022, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to (but excluding)
the redemption date and the "make whole" premium, as described in these Listing Particulars. Each series of the Notes may be redeemed at any time on
or after December 1, 2022 at the redemption prices set forth in these Listing Particulars. In addition, at any time prior to December 1, 2022 the Issuer
may redeem up to 40% of each series of Notes (including Additional Notes, if any) with the net proceeds of one or more specified equity offerings at the
redemption prices set forth in these Listing Particulars. Prior to December 1, 2022, during each 12-month period commencing on the Issue Date (as
defined herein), the Issuer may redeem up to 10% of each series of the principal amount of the Notes (including Additional Notes, if any) at a redemption
price equal to 103% of the principal amount thereof plus accrued and unpaid interest to (but excluding) the redemption date.
Following a change of control as defined in the Senior Credit Facility, Telenet International Finance will be required, at the election of the Majority
Lenders under, and as defined in, the Senior Credit Facility, to prepay the relevant 2017 Finco Loan plus a payment in an amount equal to 1% of the
principal amount of the relevant 2017 Finco Loan, as applicable. Following any such repayment, the Issuer will redeem all of the relevant series of Notes
issued under the indenture governing the Notes (the "Indenture") at a redemption price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of redemption. See "Description of the Notes--Redemption and Repurchase--Redemption upon a Change of Control". In the
event of certain asset sales, Telenet International Finance may elect, at its option, to (i) offer to prepay a principal amount of the relevant 2017 Finco
Loan in an aggregate amount equal to the principal amount of the Notes tendered in the related asset sale offer to be made by the Issuer (not to exceed
the available proceeds from the related asset sale) or (ii) subject to the payment of certain premiums, prepay the relevant 2017 Finco Loan in an amount
equal to the available proceeds from the related asset sale, and, in the case of clauses (i) and (ii) of this sentence, the Issuer will redeem a corresponding
amount of the relevant Notes. See "Description of the Notes--Redemption and Repurchase--Disposal Proceeds". Further, the relevant series of Notes
may be redeemed at a price equal to their principal amount plus accrued and unpaid interest upon the occurrence of certain changes in tax law. See
"Description of the Notes--Redemption and Repurchase--Redemption for Changes in Withholding Taxes".
The Notes are limited recourse obligations of the Issuer. In each case where amounts of principal, interest and other amounts (if any) are stated to be
payable in respect of the Notes, the obligation of the Issuer to make any such payment shall constitute the obligation only to account to holders of the
Notes for an amount equivalent to sums of principal, interest and other amounts (if any) actually received by or for the account of the Issuer pursuant to
the 2017 Finco Loans and the Related Agreements between the Issuer, Telenet International Finance and/or Telenet Group BVBA, as the case may be.
Neither Telenet Group Holding nor any of its subsidiaries guarantees or provides any credit support to the Issuer with respect to its obligations under the
Notes. Other than under the limited circumstances described herein, holders of the Notes will not have a direct claim on the cash flow or assets of Telenet
Group Holding or any of its subsidiaries, and neither Telenet Group Holding nor any of its subsidiaries has any obligation, contingent or otherwise, to
pay amounts due under the relevant Notes, or to make funds available to the Issuer for those payments, other than the obligations of Telenet International
Finance to make payments to the Issuer pursuant to the relevant 2017 Finco Loan and the Related Agreements.
The Notes are senior obligations of the Issuer. The Notes are secured by, among other things, a first-ranking security interest in the bank accounts of the
Issuer and a first-ranking security interest over the Issuer's rights to and benefits in each of the Finco Loans (including all rights of the Issuer as a lender
under the Finance Documents (as defined in the Senior Credit Facility) (including the 2017 Finco Accession Agreements (as defined herein) and any
other Finco Accession Agreements (as defined herein)) in respect of which the Issuer has any right, title, benefit and/or interest and the Intercreditor
66067169_4

Agreement (as defined herein)). In addition, other than in certain limited circumstances specified herein, holders of the Notes will not have any recourse
to the Issuer other than in respect of amounts received by the Issuer under the Senior Credit Facility and the Related Agreements. For a description of the
terms of the Notes, see "Description of the Notes".
On the Issue Date, the Issuer, the Trustee and the Security Trustee (each as defined herein) will enter into a collateral sharing agreement governing the
relative rights of creditors under the Notes and Additional Debt (as defined herein) of the Issuer that will benefit from the shared Note Collateral (as
defined herein) on a pari passu basis (the "Collateral Sharing Agreement"). The Collateral Sharing Agreement will set out, among other things, the
relevant ranking of certain debt of the Issuer, the consent level of the senior creditors required to cast votes and exercise their rights in respect of consents,
instructions and remedies under the Indenture, the Notes, the Notes Security Documents (as defined herein) and the other debt instruments or agreements
sharing in the Note Collateral, in each case, when enforcement action can be taken in respect of the Note Collateral by the Security Trustee and the
turnover provisions. The Collateral Sharing Agreement provides that the security interests in the Note Collateral may be enforced only upon an
acceleration of the amounts due under the Notes following an Event of Default (as defined herein) under the Indenture, subject to and in accordance with
the terms of the Collateral Sharing Agreement. Neither the Trustee nor the holders of the Notes may, individually or collectively, take any direct action
to enforce any rights in their favor under the Notes Security Documents. The Trustee and the holders of the Notes may only take action to enforce the
Notes Security Documents through the Security Trustee and the Collateral Sharing Agreement. In addition, pursuant to the Collateral Sharing Agreement,
the ability of the Security Trustee to enforce the security interests in the Note Collateral will be restricted and will be at the discretion of the relevant
creditors.
Upon no less than 8 business days notice from Telenet International Finance to the Issuer, Telenet International Finance may direct the implementation
of the Belgian Issuer Accession (as defined herein) and, in connection therewith, a financing company incorporated under the laws of Belgium for the
purpose of assuming the Issuer's rights and obligations under the Notes, the Indenture, the relevant Finco Loan, the Related Agreements, the Collateral
Sharing Agreement, the other Finance Documents (as defined in the Senior Credit Facility) and the Clearing Agreement (as defined herein) (the "Belgian
Issuer") will assume the Issuer's obligations under the Notes, the Indenture, the Related Agreements, the Collateral Sharing Agreement and the Clearing
Agreement and the Issuer will assign, novate or transfer its rights and interests in the relevant 2017 Finco Loan to the Belgian Issuer. Upon consummation
of the Belgian Issuer Accession, the Belgian Issuer will succeed to, and be substituted for, and may exercise every right and power of the Issuer under
the Notes, the Indenture, the relevant 2017 Finco Loan, the Related Agreements, the Collateral Sharing Agreement, the other Finance Documents (as
defined in the Senior Credit Facility) and the Clearing Agreement and upon such substitution, the Issuer will be released from its obligations under the
relevant series of Notes, the Indenture, the relevant Finco Loan, the Related Agreements, the Collateral Sharing Agreement, the other Finance Documents
(as defined in the Senior Credit Facility) and the Clearing Agreement. In addition, following completion of the Belgian Issuer Accession, a Telenet
International Finance may elect to implement the Finco Loans Borrower Exchange (as defined herein), whereby the relevant 2017 Finco Loan will,
pursuant to certain transactions, be exchanged, refinanced or otherwise replaced by a new additional facility under the Senior Credit Facility borrowed
by Telenet Group BVBA or another borrower under the Senior Credit Facility that is incorporated under the laws of Belgium (the "Belgian Borrower").
See "Description of the Notes--Post-Closing Belgian Issuer Accession and Finco Loans Borrower Exchange".
See "Risk Factors" beginning on page 42 for a discussion of certain risks that you should consider in connection with an investment in any of the
Notes.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any other jurisdiction. In the United States, the Issuer sold the Notes only to persons that are (x) Qualified Institutional
Buyers and also (y) Qualified Purchasers. The Issuer is offering the Notes to non-U.S. persons outside the United States in accordance
with Regulation S under the U.S. Securities Act and (b) will hold the securities in an exempt securities account (an "X Account") with the
clearing system operated by the National Bank of Belgium (the "NBB") or any successor thereto (the "X/N Clearing System") (either
directly or indirectly through a participant in the X/N Clearing System (including Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, SA ("Clearstream")). For a description of certain restrictions on the transfer of the Notes see "Plan of Distribution" and
"Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange in its capacity as competent body under the Luxembourg Act dated 10 July 2005 on
prospectuses for securities, as amended (the "Luxembourg Prospectus Act 2005"), to approve these Listing Particulars as a prospectus for the purposes
of article 61 of the Luxembourg Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the Notes to be admitted
to the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market within the meaning of Directive 2004/39/EC on markets in
financial instruments. These Listing Particulars constitute a prospectus for the purposes of Part IV of the Luxembourg law dated July 10, 2005 on
prospectuses for securities as amended. These Listing Particulars shall only be used for the purposes for which it has been published.
The Notes are in registered form and will initially be represented by one or more global notes (the "Global Notes"), which have been deposited and
immobilized with, and held by, the National Bank of Belgium (the "NBB"), as operator of the X/N Clearing System (as defined herein), and its participants
(including Euroclear). The Global Notes were cleared through the X/N Clearing System on or about the Issue Date. Except in certain limited circumstances,
definitive notes in registered form (the "Definitive Registered Notes") will not be issued in exchange for beneficial interests in the global notes. The
Euro Notes are in registered form in denominations of 100,000 and integral multiples of 100,000 in excess thereof. The Dollar Notes are in registered
form in denominations of $200,000 and integral multiples of $200,000 in excess thereof. See "Book-Entry, Delivery and Form".
Issue Price for the Euro Notes: 100.000%
Issue Price for the Dollar Notes: 100.000%
Joint Bookrunners for the Dollar Notes
Deutsche Bank
BNP PARIBAS
Credit Suisse
Goldman Sachs International
J.P. Morgan
Rabobank
RBC Capital Markets
Scotiabank
Société Générale
Joint Bookrunners for the Euro Notes
Credit Suisse
BNP PARIBAS
BofA Merrill Lynch
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Rabobank
RBC Capital Markets
Société Générale
The date of these Listing Particulars is December 20, 2017.
66067169_4

You should rely only on the information contained in these Listing Particulars. Neither the Issuer or Telenet
Group Holding nor any of the Initial Purchasers (as defined herein) has authorized anyone to provide you
with different information. Neither the Issuer or Telenet Group Holding nor any of the Initial Purchasers
is making an offer of the Notes in any jurisdiction where this offer is not permitted. 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
GENERAL DESCRIPTION OF TELENET'S BUSINESS, THE ISSUER AND THE OFFERING .................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................................ 11
THE OFFERING .................................................................................................................................................. 13
SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF
TELENET ....................................................................................................................................................... 38
RISK FACTORS .................................................................................................................................................. 42
USE OF PROCEEDS ........................................................................................................................................... 88
CAPITALIZATION OF TELENET AND THE ISSUER .................................................................................... 89
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF TELENET ....................................................................................................................... 91
INDUSTRY AND MARKET OVERVIEW ...................................................................................................... 122
DESCRIPTION OF TELENET'S BUSINESS .................................................................................................. 126
MANAGEMENT AND GOVERNANCE OF TELENET ................................................................................. 169
PRINCIPAL SHAREHOLDERS OF TELENET ............................................................................................... 178
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF TELENET ......................... 179
DESCRIPTION OF THE SENIOR CREDIT FACILITY AND THE RELATED AGREEMENTS ................. 180
DESCRIPTION OF OTHER INDEBTEDNESS OF TELENET ....................................................................... 217
DESCRIPTION OF THE NOTES ...................................................................................................................... 225
BOOK-ENTRY, DELIVERY AND FORM....................................................................................................... 288
TRANSFER RESTRICTIONS ........................................................................................................................... 291
TAX CONSIDERATIONS ................................................................................................................................ 297
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS ..................................................................... 312
PLAN OF DISTRIBUTION ............................................................................................................................... 315
LEGAL MATTERS ........................................................................................................................................... 319
ENFORCEMENT OF JUDGMENTS ................................................................................................................ 320
INDEPENDENT AUDITORS ........................................................................................................................... 322
LISTING AND GENERAL INFORMATION ................................................................................................... 323
GLOSSARY ........................................................................................................................................................... 1
INDEX OF FINANCIAL INFORMATION .......................................................................................................... 1
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NEITHER THE ISSUER NOR TELENET GROUP HOLDING, OR ANY OF ITS SUBSIDIARIES, HAS
AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR
REPRESENT ANYTHING TO YOU OTHER THAN THE INFORMATION CONTAINED IN THESE
LISTING PARTICULARS. YOU MUST NOT RELY ON UNAUTHORIZED INFORMATION OR
REPRESENTATIONS.
These Listing Particulars do not offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who
cannot legally be offered the securities.
The information in these Listing Particulars is current only as of the date on the cover page, and may
change after that date. For any time after the cover date of these Listing Particulars, Telenet Group Holding
and its subsidiaries do not represent that their affairs are the same as described or that the information in
these Listing Particulars is correct, nor does the Issuer imply those things by delivering these Listing
Particulars or selling securities to you. Telenet Group Holding and its subsidiaries will not guarantee or
provide any credit support to the Issuer with respect to its obligations under the Notes.
The Issuer and the Initial Purchasers offered to sell the Notes only in places where offers and sales are
permitted.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH WITH
RESPECT TO THE DOLLAR NOTES AND CREDIT SUISSE SECURITIES (EUROPE) LIMITED
WITH RESPECT TO THE EURO NOTES (EACH A "STABILIZING MANAGER" AND TOGETHER
THE "STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF A STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER)
WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF
THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
The Issuer offered the Notes 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 Notes have
not been and 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 such
securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars. Any
representation to the contrary is a criminal offense in the United States.
These Listing Particulars are being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that we reasonably believe to be (x) qualified institutional buyers as
defined in Rule 144A under the U.S. Securities Act, and qualified purchasers within the meaning of Section
2(a)(51) of, and Rules 2a51-1, 2a51-2 and 2a51-3 under, the 1940 Act, and (ii) to certain persons in offshore
transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act that, in each case,
will hold the Notes in an X Account in the X/N Clearing System (either directly or indirectly through a participant
in the X/N Clearing System (including Euroclear and Clearstream)). The use of these Listing Particulars for any
other purpose is not authorized.
These Listing Particulars are for distribution only 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
("FSM Act")) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). These Listing
Particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not
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relevant persons. Any investment or investment activity to which these Listing Particulars relates is available only
to relevant persons and will be engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that all offers of the Notes were made pursuant to an
exemption under Article 3 of Directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU)
(the "Prospective Directive"), as implemented in member states of the European Economic Area (the "EEA"),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending
to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises
for the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. None of the Issuer, Telenet
Group BVBA, Telenet International Finance, or the Initial Purchasers has authorized, nor does any of them
authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the
Initial Purchasers, which constitute the final placement of the Notes contemplated in these Listing Particulars.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the X/N Clearing System and under the U.S. Securities Act and all other applicable securities
laws. See "Transfer Restrictions" and "Book-Entry, Delivery and Form". You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
The Issuer, Telenet Group BVBA and Telenet International Finance have prepared these Listing Particulars solely
for use in connection with this offering and for applying to the Luxembourg Stock Exchange for the Notes to be
admitted to listing on the Official List and to trading on the Euro MTF Market.
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
a purchase of the Notes. You are responsible for making your own examination of Telenet Group Holding and its
subsidiaries and your own assessment of the merits and risks of investing in the Notes. None of the Issuer, Telenet
Group BVBA, Telenet International Finance or the Initial Purchasers is making any representation to you
regarding the legality of an investment in the Notes by you.
Nothing set forth in these Listing Particulars constitutes a recommendation that any person take or refrain from
taking any course of action within the meaning of U.S. Department of Labor Regulation §2510.3-21(b)(1).
The information contained in these Listing Particulars has been furnished by the Issuer, Telenet Group BVBA
and Telenet International Finance and other sources the Issuer, Telenet Group BVBA and Telenet International
Finance believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers
as to the accuracy or completeness of any of the information set out in these Listing Particulars, and nothing
contained in these Listing Particulars is or shall be relied upon as a promise or representation by the Initial
Purchasers, whether as to the past or the future. These Listing Particulars contain summaries, believed by the
Issuer, Telenet Group BVBA and Telenet International Finance 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 the Issuer
and Telenet Group BVBA upon request, for the complete information contained in those documents. Copies of
such documents and other information relating to the issuance of the Notes is also available for inspection at the
specified offices of the Paying and Domiciliary Agent (as defined in these Listing Particulars) for so long as the
Notes are Global Notes. All summaries of the documents contained herein are qualified in their entirety by this
reference.
Each of the Issuer (except as noted in the following paragraph), Telenet Group BVBA and Telenet International
Finance accept responsibility for the information contained in these Listing Particulars pertaining to itself, the
Senior Credit Facility and the Note Collateral. Telenet Group BVBA accepts responsibility for any information
pertaining to Telenet Group Holding, including the consolidated financial statements of Telenet Group Holding,
and any information pertaining to its holding companies, subsidiaries or affiliates contained in these Listing
Particulars. Telenet Group BVBA has made all reasonable inquiries and confirmed to the best of its knowledge,
information and belief that the information contained in these Listing Particulars with regard to Telenet Group
Holding, each of its subsidiaries and affiliates, and the Notes is true and accurate in all material respects, that the
opinions and intentions expressed in these Listing Particulars are honestly held, and that it is not aware of any
other acts the omission of which would make these Listing Particulars or any statement contained herein
misleading in any material respect.
The Issuer accepts responsibility for the information contained in these Listing Particulars (except in relation to
the information in respect of Telenet Group Holding, each of its subsidiaries and affiliates, for which Telenet
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Group BVBA takes sole responsibility). To the best of the knowledge and belief of each of the Issuer, Telenet
Group BVBA and Telenet International Finance, the information contained in these Listing Particulars for which
it takes responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars, and, if given or made, any
other information or representation must not be relied upon as having been authorized by the Issuer, Telenet Group
BVBA, Telenet International Finance or the Initial Purchasers.
The Issuer reserves the right to withdraw this offering of the Notes at any time, and the Issuer and the Initial
Purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot
to you less than the full amount of Notes subscribed for by you.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in some
jurisdictions. Persons into whose possession these Listing Particulars or any of the Notes come must inform
themselves about, and observe, any restrictions on the transfer and exchange of the Notes. See "Plan of
Distribution" and "Transfer Restrictions".
These Listing Particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the
Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful
to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you
buy, offer or sell any Notes or possess these Listing Particulars. You must also obtain any consents or approvals
that you need in order to purchase any Notes. None of the Issuer, Telenet Group BVBA, Telenet International
Finance, or the Initial Purchasers is responsible for your compliance with these legal requirements.
The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and "Transfer
Restrictions". By purchasing any Notes, you are deemed to have made certain acknowledgments, representations
and agreements as described in those sections of these Listing Particulars. You may be required to bear the
financial risks of investing in the Notes for an indefinite period of time.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes is deemed to have made the representations, warranties and acknowledgements that
are described in these Listing Particulars under "Transfer Restrictions". The Notes have not been and will not be
registered under the U.S. Securities Act or the securities laws of any state of the United States and are subject to
certain restrictions on transfer 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
Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further
restrictions on resale or transfer of the Notes, see "Transfer Restrictions." The Notes 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
In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a "Relevant
Member State"), each Initial Purchaser has represented and agreed that with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation
Date"), it has not made and will not make an offer of Notes which are the subject of the offering contemplated by
these Listing Particulars to the public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such
offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a prospectus
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pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of
the Prospective Directive other than in reliance of Article 3(2)(b).
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive) and includes any relevant implementing
measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will
rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement.
Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers of
such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the
Notes in the offering.
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 Notes in Austria and
the offering of the Notes may not be advertised in Austria. Any offer of the 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 Notes in Austria.
Belgium The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being offered
in Belgium to qualified investors only, within the meaning of Article 3, §2, (a) and 10 of the Belgian law of June
16, 2006 on the public offering of securities and admission of securities to trading on a regulated market ("Belgian
Prospectus Law") and/or on the basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus
Law. Accordingly, these Listing Particulars have not been and will not be notified to, or approved by, the Belgian
Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services
et marchés financiers) (the "FSMA"). This offering cannot be advertised and these Listing Particulars and any
other information, circular, brochure or similar documents may not be distributed, directly or indirectly, in
Belgium other than to said qualified investors or, as the case may be, other than on the basis of the other
exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
Germany The 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 Notes may not be offered publicly
in Germany.
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 Notes may not be, directly or indirectly, offered or sold to the public in France, and
offers and sales of the Notes are only 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.
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Italy No action has been or will be taken which could allow an offering of the Notes to the public in the Republic
of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of Italy, and
neither these Listing Particulars nor any other offering circular, prospectus, form of application, advertisement,
other offering material or other information relating to the Issuer or the Notes may be issued, distributed or
published in the Republic of Italy, except under circumstances that will result in compliance with all applicable
laws, orders, rules and regulations. The Notes cannot be offered or sold to any natural persons or to entities other
than qualified investors (according to the definition provided for by the Prospectus Directive) either on the primary
or on the secondary market.
Grand Duchy of Luxembourg These Listing Particulars has not been approved by and will not be submitted for
approval to the Luxembourg competent authority under the Luxembourg Prospectus Act 2005, the Commission
de surveillance du secteur financier for the purposes of a public offering or sale, in the Grand Duchy of
Luxembourg. Accordingly, the 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 in circumstances which do not constitute a public offer of securities to the public, subject to
prospectus requirements, in accordance with the Luxembourg Prospectus Act 2005.
The Netherlands The Notes (including rights representing an interest in each global note that represents the Notes)
have not been and shall not be, directly or indirectly, offered, sold, transferred or delivered in the Netherlands,
other than to qualified investors (gekwalificeerde beleggers) within the meaning of article 1:1 of the Dutch
Financial Supervision Act (Wet op het financieel toezicht).
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore
the 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 Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
These Listing Particulars do not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal
Code of Obligations.
United Kingdom These Listing Particulars are directed solely at persons who (i) are investment professionals, as
such term is defined in Article 19(5) of 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 FMSA) in connection with the issue or sale of any
Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). These Listing Particulars must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which these Listing Particulars relates is
available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on these Listing Particulars or any of its contents.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Historical Financial Information
Unless otherwise indicated, the historical consolidated financial information presented herein has been prepared
in accordance with International Financial Reporting Standards as adopted by the European Union ("EU-IFRS").
These Listing Particulars do not include the financial statements of the Issuer. The Issuer is a financing company
that has no material business operations and has not engaged in any material transactions other than the
transactions described herein. The Issuer has no prior operating experience other than in connection with the
issuance of the Notes and the arrangements with respect thereto, and upon completion of this offering will have
no material liabilities or assets, other than the 2017 Finco Loans advanced in connection with the offering of the
Notes and its rights under certain related agreements.
These Listing Particulars include: (i) the unaudited condensed consolidated interim financial statements of Telenet
Group Holding and its subsidiaries, as of and for the nine months ended September 30, 2017, which have been
reviewed by KPMG Bedrijfsrevisoren CVBA, and (ii) the audited consolidated financial statements of Telenet
Group Holding and its subsidiaries, as of and for the years ended December 31, 2016, 2015 and 2014, which have
been audited by KPMG Bedrijfsrevisoren CVBA (together, the "Telenet Group Financial Statements").
The historical consolidated results of Telenet Group Holding are not necessarily indicative of the consolidated
results that may be expected for any future period.
Telenet Group Holding's consolidated financial results are reported in euros. Unless otherwise indicated,
convenience translations into euros have been calculated as of September 30, 2017. Certain amounts and
percentages presented herein have been rounded and, accordingly, the sum of amounts presented may not equal
the total.
As further described under "General Description of Telenet's Business, the Issuer and the Offering--The Issuer
and Consolidation of the Issuer by Telenet" below, following the issuance of the Notes and the related advance
of the 2017 Finco Loans to Telenet International Finance, the Issuer is consolidated with Telenet Group Holding
and its subsidiaries for the purposes of EU-IFRS.
All references in this document to EUR, euro and refer to the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended and all references to "U.S.$" or "$" are to U.S. dollars.
Other Financial Measures
These Listing Particulars contain non-EU-IFRS measures and ratios, such as Adjusted EBITDA, that are not
required by, or presented in accordance with, EU-IFRS. Telenet presents non-EU-IFRS measures because it
believes that they and similar measures are widely used by certain investors, securities analysts and other
interested parties as supplemental measures of performance and liquidity. The non-EU-IFRS measures may not
be comparable to similarly titled measures of other companies, have limitations as analytical tools and should not
be considered in isolation or as a substitute for analysis of Telenet's operating results as reported under EU-IFRS.
Non-EU-IFRS measures and ratios, such as Adjusted EBITDA, are not measurements of Telenet's performance
or liquidity under EU-IFRS or any other generally accepted accounting principles. In particular, you should not
consider Adjusted EBITDA as an alternative to (a) operating profit or profit for the period (as determined in
accordance with EU-IFRS) as a measure of Telenet's operating performance, or (b) any other measures of
performance under generally accepted accounting principles. Adjusted EBITDA has limitations as an analytical
tool, and you should not consider it in isolation, or as a substitute for an analysis of Telenet's results as reported
under EU-IFRS. Some of these limitations are:

it does not reflect Telenet's cash expenditures or future requirements for capital expenditures or
contractual commitments;

it does not reflect changes in, or cash requirements for, Telenet's working capital needs;

it does not reflect the significant interest expense, or the cash requirements necessary to service interest
or principal payments, on Telenet's debts;
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although depreciation, amortization and impairment are non-cash charges, the assets being depreciated
and amortized will generally need to be replaced in the future and Adjusted EBITDA does not reflect
any cash requirements that would be required for such replacements; and

some of the exceptional items that Telenet eliminates in calculating Adjusted EBITDA reflect cash
payments that were made, or will in the future be made.
In 2017, Telenet changed the way it presents the revenue generated by its fixed and mobile wholesale partners.
As of January 1, 2017, this revenue is presented under other revenue, whereas prior to that date Telenet's mobile
wholesale revenue was presented under mobile telephony revenue. Telenet has also applied these changes
retroactively to the prior periods within "Summary Condensed Consolidated Historical Financial and Other Data
of Telenet" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of
Telenet" included elsewhere within these Listing Particulars.
In 2017, Telenet changed the way it presents the expenses incurred for CPE-related truck rolls. As of January 1,
2017, such expenses are recognized under network operating expenses, whereas before that date they were
presented under professional services and outsourced labor. Telenet has also applied these changes retroactively
to the prior periods within "Summary Condensed Consolidated Historical Financial and Other Data of Telenet"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations of Telenet"
included elsewhere within these Listing Particulars.
In 2016, Telenet changed the way it presents the billed reminder fees and carriage fees. As of January 1, 2016,
carriage fees have no longer been recognized as revenue, but will be netted off against direct expenses as Telenet
considers charged carriage fees and the purchase of distributable content as a single transaction going forward. In
addition, reminder fees will be recognized as revenue from January 1, 2016 as these fees are considered to
represent a separately identifiable revenue stream, whereas previously reminder fees were recognized net of the
related costs in our indirect expense line. The two aforementioned changes in presentation favorably impacted
Telenet's revenue for the year ended December 31, 2016 by 14.6 million and for the year ended December 31,
2015 by 13.4 million, but did not impact Adjusted EBITDA and cash flows. Telenet has also applied these
changes retroactively to the prior periods within "Summary Condensed Consolidated Historical Financial and
Other Data of Telenet" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations of Telenet" included elsewhere within these Listing Particulars.
In 2016, Telenet changed the way it presents total expenses. As a consequence, Telenet now provides more
detailed disclosure of its operating expenditure, whereas the vast majority of its operating expenses were
previously predominantly captured under "network operating and service costs". The representation of expenses
did not impact Adjusted EBITDA and operating profit. Telenet has also applied these changes retroactively to the
prior periods within "Summary Condensed Consolidated Historical Financial and Other Data of Telenet" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations of Telenet" included
elsewhere within these Listing Particulars.
Definitions
Unless otherwise stated or unless the context otherwise requires:
"1940 Act" refers to the United States Investment Company Act of 1940, as amended.
"1991 Law" refers to the Belgian law of March 21, 1991 on the reform of certain public economic companies
(Wet betreffende de hervorming van sommige economische overheidsbedrijven/Loi portant réforme de certaines
entreprises publiques économiques), as amended from time to time.
"1994 Copyright Law" refers to the Belgian law of June 30, 1994 on copyright and neighboring rights (Wet
betreffende het auteursrecht en de naburige rechten/Loi relative au droit d'auteur et aux droits voisins), as
amended from time to time, which has been included in Book XI of the Belgian Code of Economic Law as from
1 January 2015.
"2003 BIPT Law" refers to the Belgian law of January 17, 2003 on the statute of the BIPT (Wet met betrekking
tot het statuut van de regulator van de Belgische post- en telecommunicatiesector/Loi relatif au statut du
régulateur des secteurs des postes et des télécommunications belges), as amended from time to time.
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