Obligation Telenet Group 6.375% ( XS0555929263 ) en EUR

Telenet Group

100 % ▼

Belgique

XS0555929263 ( en EUR )

6.375% par an ( paiement annuel )

15/11/2020 - Obligation échue

Prospectus brochure de l'obligation Telenet Group Holding XS0555929263 en EUR 6.375%, échue

100 000 EUR

500 000 000 EUR

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 EUR, avec le code ISIN XS0555929263, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/11/2020

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
23OCT201021464604
g500,000,000 63/8% Senior Secured Notes due 2020
issued by, but with limited recourse to,
Telenet Finance Luxembourg S.C.A.
(a corporate partnership limited by shares (soci ´
et ´
e en commandite par actions) under the laws of the
Grand Duchy of Luxembourg trading companies registered under Number RCS B.155.894)
for the sole purpose of financing a loan, as an additional tranche under a senior credit facility, to
TELENET INTERNATIONAL FINANCE S.A.
Telenet Finance Luxembourg S.C.A., a corporate partnership limited by shares, soci ´
et ´
e en commandite par actions, incorporated under the laws of the
Grand Duchy of Luxembourg (the ``Issuer''). All of the ordinary shares of the Issuer are owned directly by Stichting Telenet Finance Luxembourg, a foundation
(stichting) established under the laws of The Netherlands (the ``Foundation'') and all of the general partnership shares of the Issuer are owned by Telenet
Finance Luxembourg S. `a r.l. (the ``GP''). The Issuer is offering e500 million aggregate principal amount of its 63/8% senior secured notes due 2020
(the ``Notes''). The Notes will mature on November 15, 2020. The Issuer will pay interest on the Notes semi-annually in cash in arrears on each May 15 and
November 15, commencing on May 15, 2011.
The proceeds from the offering of the Notes will be used by the Issuer to fund an additional facility under the Senior Credit Facility (as defined in this
offering memorandum) (the ``Finco Loan''), denominated in euro, borrowed by Telenet International Finance S.A. (``Telenet International Finance,'' as
borrower). Telenet International Finance is an entity wholly owned by Telenet NV. Telenet NV is an entity wholly owned by Telenet Group Holding NV (``Telenet
Group Holding''). The obligations of Telenet International Finance under the Finco Loan are guaranteed by Telenet NV only and not by Telenet Group Holding.
The Issuer is dependent upon payments under the Finco Loan and related agreements to make payments under the Notes. The Issuer will apply all payments
it receives under the 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 Notes. Neither Telenet Group Holding nor any of its subsidiaries will guarantee or
provide credit support to the Issuer with respect to its obligations under the Notes and therefore, the Telenet Group Financial Statements
are included for information purposes only.
The accession agreement related to the Finco Loan will provide for the payment of certain additional payments in connection with certain voluntary and
mandatory prepayments of the Finco Loan that will enable the Issuer to pay the premiums payable in respect of corresponding redemptions of the Notes, as
described in ``Description of the Notes--Redemption and Repurchase''. 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 Finco Loan plus
a payment in an amount equal to 1% of the principal amount of the Finco Loan. Following any such repayment, the Issuer will redeem all of the Notes issued
under the indenture governing the Notes 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 upon a Change of Control.'' In the event of certain asset sales, Telenet International Finance may
elect, at its option, to (i) cause the Issuer to make an offer to purchase the Notes and prepay the Finco Loan in an amount equal to the principal amount of the
Notes tendered (not to exceed the available proceeds from the related asset sale) or (ii) subject to the payment of certain premiums, prepay the Finco Loan in
an amount equal to the available proceeds from the related asset sale, and, in the case of clauses (i) and (ii), the Issuer will redeem a corresponding amount of
Notes. See ``Description of the Notes--Redemption and Repurchase--Disposal Proceeds''. Further, the 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''. Further, in connection with a Telenet Group Transfer (as defined in this offering memorandum),
subject to the receipt of certain consents of the noteholders, certain Notes may be redeemed, or an offer to redeem certain Notes may be made, at a price
equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date.
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 Senior
Credit Facility and related agreements between the Issuer and Telenet International Finance and/or Telenet NV, as the case may be. Neither Telenet Group
Holding nor any of its subsidiaries will guarantee or provide 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 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 Finco Loan and agreements related thereto.
The Notes will be senior obligations of the Issuer. The Notes will be secured by, among other things, a first-ranking security interest in all of the ordinary
shares and the bank account of the Issuer, a first-ranking security interest in the entire share capital of the GP and a first-ranking security interest over the
Issuer's rights to and benefit in the Finco Loan (including all rights of the Issuer as a lender under the Senior Credit Facility (including the guarantees and
security granted in respect thereof)). 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''.
See ``Risk Factors'' beginning on page 16 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. The Issuer is offering the Notes only to qualified institutional buyers in accordance with
Rule 144A under the U.S. Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the
U.S. Securities Act. 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 for the Notes to be admitted to listing on the Official List of the Luxembourg Stock
Exchange and trading on the Euro MTF Market, which is not a regulated market (as defined by Article 1(13) of Directive 93/22/EEC).
The Notes are in registered form in denominations of e100,000 and integral multiples of e1,000 above e100,000. Notes have been issued in minimum
denominations of e100,000 principal amount. The Notes were represented on issue by one or more global Notes that have been delivered through Euroclear
Bank SA/NV, as operator of the Euroclear System (``Euroclear'') and Clearstream Banking (``Clearstream''), soci ´
et ´
e anonyme, on November 3, 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''.
Price: 100.000% plus accrued interest from the issue date.
Joint lead and book-running managers
Credit Suisse
BNP PARIBAS
The date of this offering memorandum is December 10, 2010

You should rely only on the information contained in this offering memorandum. Neither the Issuer or
Telenet Group Holding nor any of Credit Suisse Securities (Europe) Limited or BNP Paribas (the ``Initial
Purchasers'') 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 this offering
memorandum is accurate at any date other than the date on the front of this offering memorandum.
TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF TELENET'S BUSINESS, THE ISSUER AND THE
OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER
DATA OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
CAPITALIZATION OF TELENET AND THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
INDUSTRY AND MARKET OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
DESCRIPTION OF TELENET'S BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
MANAGEMENT AND GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . .
120
DESCRIPTION OF TELENET INTERNATIONAL FINANCE . . . . . . . . . . . . . . . . . . . . . . .
121
DESCRIPTION OF TELENET NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
DESCRIPTION OF THE SENIOR CREDIT FACILITY AND THE RELATED
AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . .
190
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
193
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
INDEX OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ANNEXES
--ANNEX A COPY OF THE SENIOR CREDIT FACILITY AGREEMENT . . . . . . . . . . . . .
A-1
--ANNEX B COPY OF THE FACILITY M ACCESSION AGREEMENT . . . . . . . . . . . . . . .
B-1
--ANNEX C COPY OF THE INTERCREDITOR AGREEMENT . . . . . . . . . . . . . . . . . . . .
C-1

Neither the Issuer nor Telenet Group Holding, or any of its subsidiaries, has 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.
This offering memorandum does 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 this offering memorandum 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 this offering memorandum, Telenet Group
Holding and its subsidiaries do not represent that their affairs are the same as described or that the
information in this offering memorandum is correct, nor does the Issuer imply those things by delivering
this offering memorandum 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 are offering to sell the Notes only in places where offers and sales
are permitted.
IN CONNECTION WITH THIS OFFERING OF NOTES, CREDIT SUISSE SECURITIES (EUROPE)
LIMITED 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 CREDIT SUISSE
SECURITIES (EUROPE) LIMITED WILL UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH
STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND MAY BE ENDED AT
ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND
60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
The Issuer is offering 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 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 offence in the United States.
This offering memorandum is being provided for informational use solely in connection with
consideration of a purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes to be
qualified institutional buyers as defined in Rule 144A under the U.S. Securities 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. Its use for any other purpose is not authorized.
This offering memorandum is for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(1) 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 (``FSMA'') 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.
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 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 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 NV or the Initial Purchasers
ii

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 this offering memorandum.
The Issuer, Telenet NV and Telenet International Finance have prepared this offering memorandum
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 of the Luxembourg Stock Exchange and to trading on
the Euro MTF Market.
In the United States, you may not distribute this offering memorandum or make copies of it without
the Issuer's and Telenet NV's prior written consent other than to people you have retained to advise you in
connection with this offering.
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
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 NV, Telenet International Finance or the Initial Purchasers is
making any representation to you regarding the legality of an investment in the Notes by you.
The information contained in this offering memorandum has been furnished by the Issuer,
Telenet NV and Telenet International Finance and other sources the Issuer, Telenet NV 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 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 by the Issuer, Telenet NV 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 NV 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
Principal Paying Agent (as defined in this offering memorandum). 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 NV and Telenet International
Finance accept responsibility for the information contained in this offering memorandum pertaining to
itself, the Senior Credit Facility and the Note Collateral. Telenet NV 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 this offering memorandum. Telenet NV has made all reasonable inquiries and confirmed to
the best of its knowledge, information and belief that the information contained in this offering
memorandum 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 this offering
memorandum are honestly held, and that it is 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.
The Issuer accepts responsibility for the information contained in this offering memorandum (except
in relation to the information in respect of Telenet Group Holding, each of its subsidiaries and affiliates,
for which Telenet NV takes sole responsibility). To the best of the knowledge and belief of each the Issuer,
Telenet NV and Telenet International Finance, the information contained in this offering memorandum
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 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 the Issuer, Telenet NV, 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.
iii

The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by
law in some jurisdictions. Persons into whose possession this offering memorandum 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''.
This offering memorandum does 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 this offering memorandum. You
must also obtain any consents or approvals that you need in order to purchase any Notes. None of the
Issuer, Telenet NV 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 will be deemed to have made certain
acknowledgments, representations and agreements as described in those sections of this offering
memorandum. You may be required to bear the financial risks of investing in the Notes for an indefinite
period of time.
Internal Revenue Service Circular 230 Disclosure
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, YOU ARE HEREBY
INFORMED THAT ANY DISCUSSION HEREIN OF U.S. FEDERAL TAX ISSUES WAS NOT
INTENDED OR WRITTEN TO BE USED, AND SUCH DISCUSSION CANNOT BE USED, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON
ANY TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.
SUCH DESCRIPTION WAS WRITTEN IN CONNECTION WITH THE MARKETING BY THE
ISSUER OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYERS'
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE
TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum 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. 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 this offering memorandum, you agree not to offer, sell,
resell, transfer or deliver, directly or indirectly, any Note to the public.
iv

NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which 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 this offering memorandum to the public 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 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 A43,000,000; and (3) an annual net
turnover of more than A50,000,000, as shown in its last annual or consolidated accounts; 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 pursuant to Article 3 of the Prospectus 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 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 the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria
This offering memorandum has not been or will not be approved and/or published pursuant
to the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this offering memorandum
nor any other document connected therewith constitutes a prospectus according to the Austrian Capital
Markets Act and neither this offering memorandum 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, this offering memorandum has not been and will
not be notified to, or approved by, the Belgian banking, finance and insurance commission (Commissie
voor het bank-, financie- en assurantiewezen/Commission bancaire, financi`
ere et des assurances). This offering
can not be advertised and this offering memorandum 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)
v

No 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue,
offering and sale of securities. The 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.
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 Mon´
etaire et Financier and Title I of Book II of
the R`
eglement G´
en´
eral of the Autorit´
e des march´
es 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 de portefeuille pour le compte de tiers) and/or to qualified investors
(investisseurs qualifi´
es) 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 Mon´
etaire
et Financier. Neither this offering memorandum nor any other offering material may be distributed to the
public in France.
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 this offering memorandum 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 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
In addition to the cases described in the section entitled ``Public Offer
Selling Restriction'' under the Prospectus Directive (defined below) in which the Initial Purchasers can
make an offer of the Notes to the public in an EEA Member State (including the Grand Duchy of
Luxembourg) (``Luxembourg''), the Initial Purchasers can also make an offer of the Notes to the public
in Luxembourg:
(a) at any time, to national and regional governments, central banks, international and supranational
institutions (such as the International Monetary Fund, the European Central Bank, the European
Investment Bank) and other similar international organisations;
(b) at any time, to legal entities which are authorised or regulated to operate in the financial markets
(including credit institutions, investment firms, other authorised or regulated financial
institutions, undertakings for collective investment and their management companies, pension
and investment funds and their management companies, insurance undertakings and commodity
dealers) as well as entities not so authorised or regulated whose corporate purpose is solely to
invest in securities; and
(c) at any time, to certain natural persons or small and medium-sized enterprises (as defined in the
Luxembourg Law dated 10 July 2005 on prospectuses for securities implementing the Directive
2003/71/EC (the ``Prospectus Directive'') into Luxembourg law) recorded in the register of
natural persons or small and medium-sized enterprises considered as qualified investors as held
by the Commission de surveillance du secteur financier as competent authority in Luxembourg in
accordance with the Prospectus Directive.
The Netherlands
The Notes (including rights representing an interest in each global Note that
represents the Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless
a prospectus relating to the offer is available to the public which is approved by the Dutch Authority for
the Financial Markets (Autoriteit Financi¨
ele Markten) or by a supervisory authority of another member
state of the European Union (the ``EU''). Article 5:3 Financial Supervision Act (the ``FSA'') and article 53
paragraph 2 and 3 Exemption Regulation FSA provide for several exceptions to the obligation to make a
prospectus available such as an offer to qualified investors within the meaning of article 5:3 FSA.
Spain
This offering has not been registered with the Comisi´
on 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
vi

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 admisi´
on a negociaci´
on de valores en mercados secundarios oficiales, de ofertas
p´
ublicas de venta o suscripci´
on 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. 652A of the Swiss Federal Code of Obligations.
United Kingdom
This offering memorandum is directed solely at persons who (i) are outside the
United Kingdom or (ii) are investment professionals, as such term is defined in Article 19(1) of The
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the ``Financial
Promotion Order'') (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or (iii) 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 (``FSMA'')) 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.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT
IN THE NOTES.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Data
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 Commission for use in the European Union (``IFRS'').
This offering memorandum includes the selected condensed consolidated interim financial statements
of Telenet Group Holding and its subsidiaries, as of and for the nine months ended September 30, 2010
and the audited consolidated financial statements of Telenet Group Holding and its subsidiaries, as of and
for the years ended December 31, 2009 and December 31, 2008, which have been audited by KPMG
Bedrijfsrevisoren CVBA (together, the ``Telenet Group Financial Statements''). Telenet Group Holding's
historical results do not necessarily indicate results that may be expected for any future period. Neither
Telenet Group Holding nor any of its subsidiaries will guarantee or provide credit support to the Issuer
with respect to its obligations under the Notes and therefore, the Telenet Group Financial Statements are
included for information purposes only.
Telenet Group Holding's financial results are reported in euro denominations.
This offering memorandum contains non-IFRS measures and ratios, including Adjusted EBITDA,
and free cash flow that are not required by, or presented in accordance with IFRS. Telenet presents non-
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-IFRS measures may not be comparable to similarly titled measures of other companies and 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 IFRS. Non-IFRS measures and ratios such as Adjusted
EBITDA and free cash flow are not measurements of Telenet's performance or liquidity under 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 IFRS) as a measure of Telenet's operating performance, (b) cash flows from operating, investing and
financing activities as a measure of Telenet's ability to meet Telenet's cash needs or (c) 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 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;
· 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.
The Issuer was incorporated on September 28, 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 Issuer's
opening balance sheet as of September 28, 2010, which has been prepared in accordance with the generally
accepted accounting principles of Luxembourg (``Luxembourg GAAP'') (the ``Issuer Financial
Statements''). Since its incorporation, no other financial statements of the Issuer have been prepared. The
Issuer intends to publish its first annual financial statements in respect of the year ended December 31,
2010. Financial statements will be published by the Issuer on an annual basis and the Issuer will prepare
interim half-yearly financial reports and publish them in accordance with applicable law.
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 Finco Loan to Telenet International Finance, the financial operations of the Issuer will be
consolidated with the Telenet Group for the purposes of IFRS.
viii

Unless otherwise indicated, convenience translations into euros have been calculated as of
September 30, 2010. Certain amounts and percentages presented herein have been rounded and,
accordingly, the sum of amounts presented may not equal the total.
All references in this document to EUR, euro and A 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.
Definitions
Unless otherwise stated or unless the context otherwise requires:
``Belgium'' means the Kingdom of Belgium.
``Clearstream'' refers to Clearstream Banking, soci´
et´
e anonyme.
``Combined Network'' refers to Telenet's network in Flanders and parts of Brussels, including both the
Telenet Network and the Partner Network.
``December 31, 2009 Consolidated Financial Statements'' refers to Telenet Group Holding's audited
consolidated financial statements as of December 31, 2009 and 2008 and for the years ended December 31,
2009 and 2008 and the notes thereto, which have been audited by KPMG Bedrijfsrevisoren CVBA,
included in this offering memorandum.
``EU'' refers to the European Union.
``Euroclear'' refers to Euroclear Bank S.A./N.V.
``Facility Agreement Obligor'' refers to each of Telenet NV and Telenet International Finance in its
capacity as obligor under the Facility Agreement.
``Facility M'' refers to the term loan facility ``M'' giving effect to the Finco Loan, under the Senior
Credit Facility, between the Issuer as lender and Telenet International Finance as borrower.
``Facility M Accession Agreement'' refers to the agreement between the Issuer, and the facility agent
and the security agent in respect of the Senior Credit Facility, to be dated on or about the Issue Date,
pursuant to which the Issuer accedes as a lender under the Senior Credit Facility.
``Flanders'' refers to the Flemish region of Belgium, excluding Brussels.
``Foundation'' refers to Stichting Telenet Finance Luxembourg, a foundation (stichting) established
under the laws of The Netherlands, being the limited shareholder of the Issuer.
``Full-MVNO Agreement'' refers to the Full-MNVO agreement entered into between Telenet and
Mobistar, dated July 2, 2009 embodying the agreement reached between Telenet and Mobistar pursuant to
a Full-MVNO term sheet, dated February 12, 2009.
``General Partner Pledge Agreement'' refers to the share pledge agreement to be dated on or about
the Issue Date, between the Foundation, the General Partner and the Security Agent, executed in the
presence of the General Partner, pursuant to which the Foundation grants a first-ranking security interest
in the entire issued share capital of the General Partner.
``IFRS'' refers to International Financial Reporting Standards as adopted by the European
Commission for use in the European Union.
``Indenture'' refers to the indenture governing the Notes.
``Initial Purchasers'' refers to the Initial Purchasers named in ``Plan of Distribution'' herein.
``Intercreditor Agreement'' refers to the intercreditor agreement, as amended, originally entered into
on October 10, 2007 among Telenet NV, the original intercompany creditors a party thereto, the original
subordinated debtors a party thereto, the security providers a party thereto, ABN Amro Bank N.V.,
BNP Paribas S.A. and J.P. Morgan plc, as mandated lead arrangers, the financial institutions a party
thereto as original lenders, The Bank of Nova Scotia, as facility agent and KBC Bank NV, as security agent.
``Interkabel'' refers to Interkabel Vlaanderen CVBA.
``Issue Date'' refers to date of first issuance of the Notes.
ix