Obligation Ziggy 8% ( XS0505541044 ) en EUR

Ziggy

100 % ▼

Pays-Bas

XS0505541044 ( en EUR )

8% par an ( paiement annuel )

15/05/2018 - Obligation échue

Prospectus brochure de l'obligation Ziggo XS0505541044 en EUR 8%, échue

50 000 EUR

1 208 850 000 EUR

Ziggo est le plus grand fournisseur de services de télécommunications aux Pays-Bas, offrant des services d'accès internet à haut débit, de télévision par câble et de téléphonie fixe et mobile.

L'Obligation émise par Ziggy ( Pays-Bas ) , en EUR, avec le code ISIN XS0505541044, paye un coupon de 8% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/05/2018

OFFERING MEMORANDUM

Ziggo Bond Company B.V.
1,208,850,000
8% Senior Notes due 2018

The 1,208.85 million 8% Senior Notes due 2018 (the "Notes") will be issued by Ziggo Bond Company B.V.
(the "Issuer"). The Issuer will pay interest on the Notes semi-annually on each May 15 and November 15, commencing
November 15, 2010. The Notes will mature on May 15, 2018. Some or all of the Notes may be redeemed prior to
May 15, 2014 by paying 100% of the principal amount of such Notes plus a "make-whole" premium and at any time on
or after May 15, 2014 at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior
to May 15, 2013, up to 35% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of
certain equity offerings, if at least 65% of the originally issued aggregate principal amount of the Notes remains
outstanding. All of the Notes may also be redeemed at 100% of their principal amount plus accrued interest upon the
occurrence of certain changes in applicable tax law. Upon the occurrence of certain change of control events, each holder
of the Notes may require the Issuer to repurchase all or a portion of its Notes.
The Notes will be senior obligations of the Issuer and will be guaranteed on a senior subordinated basis by all of
its subsidiaries. The Notes will be secured on a first-ranking basis by pledges over all of the shares of Amsterdamse
Beheer- en Consultingmaatschappij B.V. ("ABC B.V."), the direct wholly-owned subsidiary of the Issuer, and over the
Issuer's rights under a loan to ABC B.V. representing the proceeds of the offering of the Notes.
This offering memorandum includes information on the terms of the Notes and guarantees, including
redemption and repurchase prices, security, covenants and transfer restrictions.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for
trading on the Euro MTF market.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 20 of this
offering memorandum.

Price: 99.271%
The Notes and the guarantees have not been registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or the securities laws of any other jurisdiction. Unless they are registered, the Notes may be
offered only in transactions that are exempt from registration under the U.S. Securities Act or the securities laws of any
other jurisdiction. Accordingly, we are offering the Notes only to qualified institutional buyers under Rule 144A and to
persons outside the United States in reliance on Regulation S under the U.S. Securities Act. For further details about
eligible offerees and resale restrictions, see "Notice to Investors".
Delivery of the Notes was made to investors in book-entry form through Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme, ("Clearstream") on May 7, 2010. Interests in each global note will be
exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and
Form".
Joint Global Coordinators and Joint Physical Bookrunners
Credit Suisse
Goldman Sachs International
Joint Bookrunners

BNP PARIBAS
Deutsche Bank
ING
J.P. Morgan
Joint Lead Managers
Morgan Stanley
The Royal Bank of Scotland
Co-Managers
Fortis Bank Nederland
Lloyds TSB Corporate Markets
Natixis
Nomura
Rabobank International
Société Générale Corporate &
Investment Banking
The date of this offering memorandum is May 19, 2010.

TABLE OF CONTENTS
Presentation of Financial and Other Information and Certain Definitions ......................................................................
vi
Exchange Rate Information .............................................................................................................................................
viii
Tax Considerations ..........................................................................................................................................................
ix
Forward-Looking Statements ..........................................................................................................................................
ix
Trademarks and Trade Names .........................................................................................................................................
x
Historical and Current Market and Industry Data ............................................................................................................
x
Summary .........................................................................................................................................................................
1
The Offering ....................................................................................................................................................................
9
Risk Factors .....................................................................................................................................................................
16
The Issuer ........................................................................................................................................................................
31
Use of Proceeds ...............................................................................................................................................................
32
Capitalization ...................................................................................................................................................................
33
Selected Historical Consolidated Financial Information .................................................................................................
34
Management's Discussion and Analysis of Financial Condition and Results of Operations ..........................................
36
Industry and Market Overview ........................................................................................................................................
52
Business ...........................................................................................................................................................................
57
Management ....................................................................................................................................................................
74
Principal Shareholders .....................................................................................................................................................
77
Certain Relationships and Related Party Transactions ....................................................................................................
79
Description of Other Indebtedness ..................................................................................................................................
80
Description of the Notes ..................................................................................................................................................
97
Book-Entry, Delivery and Form ......................................................................................................................................
150
Certain Tax Considerations .............................................................................................................................................
154
Certain ERISA Considerations ........................................................................................................................................
160
Notice to Investors ...........................................................................................................................................................
161
Plan of Distribution .........................................................................................................................................................
164
Legal Matters ...................................................................................................................................................................
167
Independent Auditors ......................................................................................................................................................
168
Where You Can Find More Information .........................................................................................................................
169
Enforcement of Judgments ..............................................................................................................................................
170
Listing and General Information .....................................................................................................................................
171
Glossary of Selected Terms ............................................................................................................................................. G-1
Index to Financial Statements ..........................................................................................................................................
F-1

i

We have not authorized any dealer, salesperson or other person to give any information or represent
anything to you other than the information contained in this offering memorandum. You must not rely on
unauthorized information or representations.
If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations
and warranties as detailed under "Notice to Investors". You may be required to bear the financial risk of an
investment in the Notes for an indefinite period. Neither we nor the initial purchasers are making an offer to sell
the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We are not making any
representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit
a public offering in any jurisdiction where action would be required for that purpose.
The Issuer and the initial purchasers are offering to sell the Notes only in places where offers and sales
are permitted.

IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED
AND GOLDMAN SACHS INTERNATIONAL (THE "STABILIZING MANAGERS") (OR PERSONS ACTING
ON BEHALF OF THE STABILIZING MANAGERS) 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 THE STABILIZING
MANAGERS) 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 MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE
OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
The Issuer is offering the Notes, and the guarantors are issuing the guarantees, 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 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 this offering memorandum.
Any representation to the contrary is a criminal offense in the United States.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the U.S. Securities Act and to non-U.S. persons (within the meaning
of Regulation S under the U.S. Securities Act) outside the United States under Regulation S under the U.S. Securities
Act. You agree that you will hold the information contained in this offering memorandum and the transactions
contemplated hereby in confidence. You may not distribute this offering memorandum to any person, other than a person
retained to advise you in connection with the purchase of the Notes.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force
in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the initial purchasers shall
have any responsibility therefor.
You are not to construe the contents of this offering memorandum 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 us and your own assessment of the
merits and risks of investing in the Notes. We are not, and the initial purchasers are not, making any representations to
you regarding the legality of an investment in the Notes by you.
The information contained in this offering memorandum has been furnished by us and other sources we 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 this offering memorandum, and nothing contained in this offering
memorandum is or shall be relied upon as a promise or representation by the initial purchasers, whether as to the past or
the future. This offering memorandum 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 Notes will also be available for inspection at the specified offices of the Luxembourg Paying Agent. All
ii

summaries of the documents contained herein are qualified in their entirety by this reference. You agree to the foregoing
by accepting this offering memorandum.
We accept responsibility for the accuracy of the information contained in this offering memorandum. We have
made all reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this offering memorandum with regard to us, our subsidiaries and affiliates and the Notes is true and
accurate in all material respects, that the opinions and intentions expressed in this offering memorandum are honestly
held and that we are not aware of any other acts the omission of which would make this offering memorandum or any
statement contained herein misleading in any material respect.
No person is authorized in connection with any offering made pursuant to this offering memorandum to give
any information or to make any representation not contained in this offering memorandum, and, if given or made, any
other information or representation must not be relied upon as having been authorized by us or the initial purchasers. The
information contained in this offering memorandum is current at the date hereof. Neither the delivery of this offering
memorandum at any time nor any subsequent commitment to enter into any financing shall, under any circumstances,
create any implication that there has been no change in the information set out in this offering memorandum or in our
affairs since the date of this offering memorandum.
We reserve the right to withdraw the offering of the Notes at any time, and we 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 Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See "Notice to Investors" and "Plan of Distribution".
This offering memorandum may only be used for the purpose for which it has been published.
Internal Revenue Service Circular 230 Disclosure
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE 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 OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S
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 CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES 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 CHAPTER 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 OF NEW
HAMPSHIRE 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 CERTAIN EUROPEAN INVESTORS
European Economic Area. This offering memorandum has been prepared on the basis that all offers of the
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 Notes. Accordingly, any person making or intending to make any offer within the EEA of the
iii

Notes should only do so in circumstances in which no obligation arises for us or any of the initial purchasers to publish a
prospectus for such offer. Neither we nor the initial purchasers have authorized, nor do they authorize, the making of any
offer of Notes through any financial intermediary, other than offers made by the initial purchasers, which constitute the
final placement of the Notes contemplated in this offering memorandum.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the "Relevant Implementation Date"), an offer to the public of any Notes which are the
subject of the offering contemplated by this offering memorandum is not being made, will not be made and may not be
made in that Relevant Member State other than:
(a)
to legal entities which are authorized or regulated to operate in the financial markets or, if not
so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)
to fewer than 100 natural or legal persons (other than qualified investors as defined in
Article 2(1)(e) of the Prospectus Directive);
(c)
to any legal entity which has two or more of (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual net turnover of
more than 50,000,000, as shown in its last annual or consolidated accounts; or
(d)
in any other circumstances falling within Article 3(2) of the Prospectus Directive provided
that no such offer of the Notes shall require the Issuer or the initial purchasers to publish a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to the 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 includes any
relevant implementing measure in each Relevant Member State.
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 this Offering.
Austria. The Notes may be offered and sold in the Republic of Austria only in compliance with the Capital
Markets Act (Kapitalmarktgesetz) as amended and applicable European Union legislation. This offering memorandum
has not been approved under the Austrian Capital Markets Act (Kapitalmarktgesetz) or the Directive 2003/71/EC and
accordingly the Notes may not be offered publicly in Austria.
France. This offering memorandum has 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 Autorite des marches 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 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 deportefeuillepour le compte de
tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle restreint
a'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 Monetaire et Financier. Neither this offering memorandum nor any other offering material may be distributed to
the public in France.
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. This
offering memorandum has 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.
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
iv

neither this offering memorandum nor any other offering circular, prospectus, form of application, advertisement, other
offering material or other information relating to the Issuer, the guarantors 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 nor 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. The terms and conditions relating to this offering memorandum 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 Notes may not be offered or sold to the public in Luxembourg, directly or indirectly,
and neither this offering memorandum 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 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. This offering
memorandum constitutes a prospectus for the purpose of such Act.
Spain. This offering has not been registered with the Comision 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 dejulio 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 dejulio, del Mercado de Valores, en materia de admisión a negociación de valores
en mercados secundarios oficiales, de ofertas publicas 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. This offering memorandum does not constitute a prospectus within the meaning of Art. 652 A of the Swiss Federal
Code of Obligations.
United Kingdom. This offering memorandum is for distribution only to, and is only directed at, persons who
(i) have professional experience in matters relating to investments falling within 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 Notes may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This offering memorandum is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with
relevant persons.
v

PRESENTATION OF FINANCIAL AND
OTHER INFORMATION AND CERTAIN DEFINITIONS
Presentation of Financial Information
Financial statements presented
The Issuer was incorporated on March 30, 2010 for the purpose of the offering of the Notes. Consequently,
limited historical financial information relating to the Issuer is available, and the financial information included in this
offering memorandum with respect to the Issuer consists only of the audited statement of financial position of the Issuer
as of March 31, 2010, which has been prepared in accordance with International Financial Reporting Standards as
adopted by the European Commission for use in the European Union, or IFRS. The Issuer acquired all of the issued and
outstanding shares of ABC B.V. on March 30, 2010. The Issuer changed its name from Zesko Bond Company B.V. to
Ziggo Bond Company B.V. on April 22, 2010.
Because of the limited historical financial information available for the Issuer, we have included and primarily
discussed in this offering memorandum the audited consolidated historical financial statements of ABC B.V. as of and
for the years ended December 31, 2007, 2008, 2009. Accordingly, all references to "we", "us" or "our" in respect of
historical financial information in this offering memorandum are to ABC B.V. and its subsidiaries on a consolidated
basis. The audited consolidated financial statements of ABC B.V. included herein and the accompanying notes thereto
have been prepared in accordance with IFRS.
Other financial measures
In this offering memorandum we refer to EBITDA and Adjusted EBITDA. We define EBITDA as operating
income plus depreciation and amortization as included in the consolidated income statement in our financial statements
included elsewhere in this offering memorandum. Adjusted EBITDA refers to EBITDA as adjusted to remove the effects
of operating expenses incurred in connection with the integration of our predecessor businesses. We do not expect to
incur operating expenses in connection with the integration of our predecessor businesses in 2011 or beyond.
Accordingly, we believe that the presentation of Adjusted EBITDA enhances an investor's understanding of our
underlying financial performance.
Certain Definitions
Unless indicated otherwise in this offering memorandum or the context requires otherwise:
·
all references to "Ziggo", the "Ziggo Group", "we", "us" or "our" are to the Issuer and its consolidated
subsidiaries;
·
all references to the "Issuer" are to Ziggo Bond Company B.V. and not to any of its subsidiaries;
·
all references to the "@Home Business" are to the businesses and assets of Essent Kabelcom B.V.;
·
all references to "ABC B.V." are to Amsterdamse Beheer- en Consultingmaatschappij B.V., the direct
wholly-owned subsidiary of the Issuer;
·
all references to the "Amended Senior Credit Agreement" are to the Senior Credit Agreement as amended
and restated on the Issue Date as described under "Description of Other Indebtedness--Senior Secured
Credit Facilities";
·
all references to "ARPU" refer to average monthly revenue per user for the referenced period, a measure
used to track growth in revenue per user;
·
all references to "blended ARPU" mean the total service revenue for the period divided by the number of
months in the period and divided by the period's average total customers; blended ARPU is calculated as
the sum of total standard cable, digital pay television, broadband Internet, telephony and All-in-1 service
revenue for the period divided by 12 (the number of months used) and divided by the period's average
monthly total standard cable RGUs;
·
all references to the "Casema Business" are to the businesses and assets of Casema Holding B.V.;
·
all references to CBA B.V. are to Christina Beheer- en Adviesmaatschappij B.V., an indirect wholly-owned
subsidiary of the Issuer;
vi

·
all references to "churn" are to the voluntary or involuntary discontinuance of services to a customer; the
churn rate information presented herein is the percentage measure of the number of product subscriptions
that have been discontinued (not including transfers by subscribers who relocate within our network area
and not including transfers between different service tiers) in the respective period divided by the average
number of subscribers of each of standard cable, digital television, broadband Internet and telephony during
that period;
·
all references to "Cinven" are to Cinven Limited;
·
all references to the "Cinven Funds" are to the Fourth Cinven Fund (No. 1) Limited Partnership, the Fourth
Cinven Fund (No. 2) Limited Partnership, the Fourth Cinven Fund (No. 3--VCOC) Limited Partnership,
the Fourth Cinven Fund (No. 4) Limited Partnership, the Fourth Cinven Fund (UBTI) Limited Partnership,
the Fourth Cinven (MACIF) Limited Partnership, the Fourth Cinven Fund Co-Investment Partnership and
the Fourth Cinven Fund FCPR, which together are a 37.3% shareholder of Even Investments Sàrl;
·
all references to the "Guarantors" are to the entities guaranteeing the obligations of the Issuer under the
Notes on the Issue Date;
·
all references to the "Indenture" are to the Indenture governing the Notes;
·
all references to the "initial purchasers" are to the firms referred to under the "Plan of Distribution" section
in this offering memorandum;
·
all references to the "Issue Date" are to the date on which the Notes offered hereby are issued;
·
all references to the "Mezzanine Credit Facilities" are to the 1,000,000,000 mezzanine credit facilities
made available pursuant to the Mezzanine 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 mezzanine agent and security agent, and the other parties thereto;
·
all references to the "Multikabel Business" are to the businesses and assets of Multikabel N.V.;
·
all references to the "Offering" are to the offering of the Notes hereby;
·
all references to OPTA are to Onafhankelijke Post en Telecommunicatie Autoriteit, the Dutch Independent
Post and Telecommunications Authority;
·
all references to the "Parallel Priority Agreement" are to the Parallel Priority Agreement to be dated the
Issue Date among the Issuer, the Guarantors, the Trustee, the senior agent under the Amended Senior Credit
Agreement, the Security Agent and others;
·
all references to the "predecessor businesses" are to the @Home Business, the Casema Business and the
Multikabel Business, collectively;
·
all references to the "Refinancing" are to the Offering, the repayment of the Mezzanine Credit Facilities and
to the amendment and restatement of the Senior Credit Agreement pursuant to the Amended Senior Credit
Agreement on the Issue Date;
·
all references to "RGUs" refer to Revenue Generating Units; refers to each subscriber receiving standard
cable, digital television, broadband Internet or telephony services over our network. Thus, one subscriber
who receives all four services would be counted as four RGUs;
·
all references to the "Security Agent" are to ING Bank N.V., as security agent for the Senior Secured Credit
Facilities;
·
all references to the "Security Trustee" are to Deutsche Trustee Company Limited, in its capacity as
security trustee for the Notes;
· all references to the "Senior Credit Agreement" are to 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,
vii

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;
·
all references to the "Senior Secured Credit Facilities" are to the credit facilities made available pursuant to
the Amended Senior Credit Agreement;
·
all references to "standard cable" refer to the standard cable television package we offer to our subscribers;
·
all references to the "Trustee" are to Deutsche Trustee Company Limited, in its capacity as trustee under the
Indenture governing the Notes;
·
all references to the "Warburg Pincus Funds" are to Warburg Pincus Private Equity IX, L.P., Warburg
Pincus (Bermuda) Private Equity L.P. and their respective affiliates, which together are a 37.3%
shareholder of Even Investments Sàrl; and
·
all references to "Warburg Pincus" are to Warburg Pincus LLC.
In this offering memorandum, unless otherwise indicated: all references to the "EU" are to the European Union;
all references to "euro" or " " are to the lawful currency of the European Union; all references to the "United States" or
the "U.S." are to the United States of America; all references to "U.S.$", "U.S. dollars", "dollars" or "$" are to the lawful
currency of the United States.
We have provided definitions for some of the industry terms used in this offering memorandum in the "Glossary
of Selected Terms" beginning on page G-1 of this offering memorandum.
EXCHANGE RATE INFORMATION
We present our consolidated financial statements in euro. We have set forth in the table below, for the periods
and dates indicated, period average, high, low and end exchange rates as published by Bloomberg. We have provided this
exchange rate information solely for your convenience. We make no representation that any amount of currencies
specified in the table below has been, or could be, converted into the applicable currency at the rates indicated or any
other rate. The exchange rate of the euro on May 18, 2010 was $1.2335 = 1.00.

U.S.$ per 1.00
Period
Period

Average(1)
High
Low
End
Year

2005 ..........................................................................................................
1.2444
1.3465 1.1670
1.1849
2006 ..........................................................................................................
1.2566
1.3343 1.1820
1.3197
2007 ..........................................................................................................
1.3709
1.4872 1.2893
1.4589
2008 ..........................................................................................................
1.4712
1.5991 1.2453
1.3971
2009 ..........................................................................................................
1.3949
1.5134 1.2530
1.4321
Month

October 2009 ............................................................................................ 1.4813
1.5034 1.4548
1.4736
November 2009 ........................................................................................ 1.4914
1.5081 1.4686
1.4976
December 2009 ......................................................................................... 1.4572
1.5094 1.4275
1.4331
January 2010 ............................................................................................. 1.4280
1.4510 1.3889
1.3889
February 2010 ...........................................................................................
1.3682
1.3958 1.3521
1.3602
March 2010 ...............................................................................................
1.3574
1.3776 1.3303
1.3533
April 2010 ................................................................................................. 1.3420
1.3663 1.3161
1.3272
May (through May 18, 2010) .................................................................... 1.2703
1.3199 1.2321
1.2335

(1)
Period Average means the average of the exchange rates on the last business day of each month for annual averages and the average of the
exchange rates on each business day during the relevant period for monthly averages.
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