Obligation Ziggy 3.625% ( XS0909788613 ) en EUR

Société émettrice Ziggy
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS0909788613 ( en EUR )
Coupon 3.625% par an ( paiement annuel )
Echéance 27/03/2020 - Obligation échue



Prospectus brochure de l'obligation Ziggo XS0909788613 en EUR 3.625%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée 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 XS0909788613, paye un coupon de 3.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/03/2020







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
14MAR201311320065
Ziggo B.V.
E750,000,000
3.625% Senior Secured Notes due 2020
Ziggo B.V., incorporated as a private limited company under the laws of the Netherlands (the ``Issuer'') and indirectly owned 100%
by Amsterdamse Beheer- en Consultingmaatschappij B.V., incorporated as a private limited company under the laws of the
Netherlands (``ABC B.V.'') is offering A750,000,000 aggregate principal amount of its 3.625% Senior Secured Notes due 2020 (the
``Notes''). The Issuer will pay interest on the Notes annually on March 27 of each year, commencing on March 27, 2014. The Notes
will mature on March 27, 2020.
Some or all of the Notes may be redeemed on one or more occasions by paying 100% of the principal amount of such Notes plus a
``make-whole'' premium. All, but not less than all, of the Notes may also be redeemed at 100% of their principal amount plus
accrued and unpaid interest upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain change of
control events with respect to ABC B.V., each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes
at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
The Notes will be senior secured obligations of the Issuer and will rank equally in right of payment with all existing and future
indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of payment to all
existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes.
The Notes will be guaranteed (the ``Guarantees,'' and each, a ``Guarantee'') on a senior secured basis by ABC B.V., Torenspits
II B.V. and by the Issuer's subsidiaries Ziggo Netwerk B.V. and Ziggo Netwerk II B.V. (the ``Guarantors,'' and each, a ``Guarantor'').
The Guarantees will rank equally in right of payment with all existing and future indebtedness of such Guarantor that is not
subordinated in right of payment to the Guarantees and will be senior in right of payment to all existing and future indebtedness of
such Guarantor that is subordinated in right of payment to the Guarantees.
The Notes will be secured, on a second-priority basis, by all assets that secure on a first-priority basis the obligations of the Issuer
and the Guarantors under Facility E (as defined herein) and certain hedging obligations. On the Issue Date, the security interests
will consist of the capital stock of the Issuer and each Guarantor (other than ABC B.V.) and certain property and assets (including
network assets) of the Issuer and the Guarantors, including certain real estate, bank accounts, intellectual property rights,
receivables and moveable and immovable assets. Pursuant to the terms of the Priority Agreement, the holders of the Notes and our
other secured creditors will share the proceeds of an enforcement of such collateral on a pari passu basis. For a description of the
terms of the Notes, please see ``Description of the Notes'' and for a description of the Priority Agreement, please see ``Description
of Other Indebtedness--Priority Agreement.''
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for admission to trading on
the Euro MTF market thereof.
Investing in the Notes involves risks that are described in the ``Risk Factors'' section beginning on page 19 of this
Offering Memorandum.
Price: 99.80% plus accrued interest, if any, from the Issue Date
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. 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, please see ``Notice to
Investors.''
Delivery of the Notes will be made to investors in book-entry form through Euroclear System (``Euroclear'') and Clearstream
Banking, soci´et´e anonyme (``Clearstream'') on March 28, 2013. 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
Goldman Sachs International
J.P. Morgan
Joint Bookrunners
ABN
BNP
Credit
ING
Morgan
Rabobank
Soci´
et´
e
AMRO
PARIBAS
Suisse
Stanley
International
G´
en´
erale
Corporate &
Investment
Banking
The date of this Offering Memorandum is July 29, 2013.


TABLE OF CONTENTS
Presentation of Financial and Other Information and Certain Definitions . . . . . . . . . . . . . . . . . .
viii
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Trademarks and Trade Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvi
Historical and Current Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
The Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Selected Historical Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . .
49
Industry and Market Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
179
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
193
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
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 risks 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, GOLDMAN SACHS INTERNATIONAL (THE
``STABILIZING MANAGER'') (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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 MANAGER (OR ANY PERSON(S) ACTING ON BEHALF
OF THE 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 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. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILIZING MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE
STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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. This Offering Memorandum may be used only for the
purposes for which it has been published. 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 and no responsibility or
liability is accepted by the Initial Purchasers as to the accuracy or completeness of any of the information
ii


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 Listing Agent (as defined below). All 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. Please see ``Notice to
Investors'' and ``Plan of Distribution.''
We have applied for listing particulars to be approved by the Luxembourg Stock Exchange and for the
Notes to be admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Euro
MTF Market thereof. In connection with this listing application, we have submitted this Offering
Memorandum to be used as the base for such listing particulars. Although the listing particulars are likely
to contain substantially the same information as that contained in this Offering Memorandum, it is possible
that we may be required (under applicable law, rules, regulations or guidance applicable to the listing of
securities or otherwise) to make certain changes or additions to the financial and other information
included in this Offering Memorandum and, in particular, we may be required to include additional
information, including additional financial information, in respect of the Guarantors. We may also be
required to update the information in this Offering Memorandum to reflect changes in our business,
financial condition or results of operations and prospects. Following the listing, the relevant listing
particulars will be available at the offices of Deutsche Bank Luxembourg S.A., as Luxembourg listing agent
(the ``Luxembourg Listing Agent''). Any investor or potential investor in the European Economic Area
(the ``EEA'') should not base any investment decision relating to the Notes on the information contained in
this Offering Memorandum after publication of the listing particulars and should refer instead to those
listing particulars. This Offering Memorandum is an advertisement and not a prospectus for the purposes
of the Prospectus Directive.
We cannot guarantee that the application we have made to the Official List of the Luxembourg Stock
Exchange for the Notes to be listed and admitted to trading on the Euro MTF market thereof will be
approved as of the Issue Date for the Notes or at any time thereafter, and settlement of the Notes is not
conditioned on obtaining this admission to trading.
iii


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 EUROPEAN ECONOMIC AREA INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a ``Relevant
Member State'') will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make any offer in that Relevant Member State of Notes which are the subject of the placement
contemplated in this Offering Memorandum may only do so in circumstances in which no obligation arises
for the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor the Initial Purchasers have
authorized, nor do they authorize, the making of any offer of the Notes through any financial intermediary,
other than offers made by the Initial Purchasers, which constitute a final placement of the Notes.
In relation to each 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, it has not made and will not make an offer of the Notes which are the subject of the
Offering contemplated by this Offering Memorandum to the public in that Relevant Member State except
that it may, with effect from and including the relevant implementation date, make an offer of such Notes
to the public in the Relevant Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified
investors as defined in 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) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any
Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of the above, 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 for the Notes, as such expression may be varied in the Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State. For the purposes of
the above, the expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in the Relevant Member State; and the expression ``2010
PD Amending Directive'' means Directive 2010/73/EU.
Each subscriber for, or purchaser of, the Notes in this Offering located within a Relevant Member State
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
iv


affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgment
and agreement.
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 may 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.
France.
The Notes have not been and will not be, directly or indirectly, offered or sold to the public in the
Republic of France, and no offering or marketing materials relating to the Notes must be made available
or distributed in any way that would constitute, directly or indirectly, an offer to the public of financial
securities (offre au public de titres financiers) in the Republic of France within the meaning of Article L.
411-1 of the French Code mon´
etaire et financier and Title I of Book II of the R´eglement G´en´eral de
l'Autorit´
e des march´
es financiers. The Notes may only be offered or sold in the Republic of France pursuant
to article L. 411-2-II of the French Code mon´etaire et financier to (i) providers of third party portfolio
management investment services (personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifi´es) or a restricted circle of investors
(cercle restreint d'investisseurs) acting for their own account, all as defined in and in accordance with
articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 of the French Code mon´etaire et financier.
Prospective investors are informed that:
(i) this Offering Memorandum has not been and will not be submitted for clearance to the French
financial market authority (Autorit´e des march´es financiers);
(ii) Qualified investors (investisseurs qualifi´es) and any restricted circle of investors (cercle restreint
d'investisseurs) referred to in article L. 411-2-II-2 of the French Code mon´etaire et financier may
only participate in this Offering for their own account, as provided under articles D. 411-1 to
D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Code mon´etaire et financier; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only
be made in compliance with applicable laws and regulations, in particular those relating to an
offer to the public (offre au public de titres financiers) (which are embodied in articles L. 411-1,
L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code mon´etaire et financier).
Germany.
The Notes may not be offered and sold to the public, except in accordance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in Germany governing the
issue, offering and sale of securities. This Offering Memorandum has not been and will not be submitted
to, nor has it been nor will it be approved by, the German Financial Services Supervisory Authority
(Bundesanstalt f¨
ur Finanzdienstleistungsaufsicht). The Issuer has not, and does not intend to, obtain a
notification to the German Financial Services Supervisory Authority from another competent authority of
a member state of the European Economic Area, with which a securities prospectus may have been filed,
pursuant to Section 17(3) of the German Securities Prospectus Act. The Notes must not be distributed
within Germany by way of a public offer, public advertisement or in any similar manner, and this Offering
Memorandum and any other document relating to the Notes, as well as information contained therein,
may not be supplied to the public in Germany or used in connection with any offer for subscription of
Notes to the public in Germany. Consequently, in Germany, the Notes will only be available to, and this
Offering Memorandum and any other offering material in relation to the Notes are directed only at,
persons who are ``qualified investors'' (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the
German Securities Prospectus Act. This Offering Memorandum and other offering materials relating to
the offer of Notes are strictly confidential and may not be distributed to any person or entity other than the
recipients hereof.
Italy.
The Offering of the Notes has not been registered, and unless and until the Offering of the Notes
has been registered, pursuant to Italian securities legislation, no Note may be offered, sold or delivered,
v


nor may copies of this Offering Memorandum or of any other document relating to the Notes be
distributed in the Republic of Italy, except:
(a) to qualified investors (investitori qualificati) as defined in Article 34-ter, first paragraph, letter
b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (``CONSOB Regulation
No. 11971''), pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, as
amended (the ``Italian Financial Services Act''); or
(b) in other circumstances which are exempted from the rules on offerings of securities to the Italian
Financial Services Act and/or CONSOB Regulation No. 11971.
Any offer, sale, resale, or delivery of the Notes or distribution of copies of this Offering
Memorandum or any other document relating to the Notes in the Republic of Italy under (a) or
(b) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such
activities in the Republic of Italy in accordance with the Italian Financial Services Act,
Legislative Decree No. 385 of September 1, 1993, as amended, and Regulation No. 16190 of
October 29, 2007 (as amended from time to time) (the ``Banking Act'');
(ii) in compliance with Article 129 of the Consolidated Banking Act, as amended, and the
implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to
which the Bank of Italy may request information on the issue or the offer of securities in the
Republic of Italy; and
(iii) in compliance with any other applicable laws and regulations or requirement imposed by
CONSOB or other Italian authority.
Grand Duchy of Luxembourg.
This Offering Memorandum has 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 offering circular, prospectus, form of
application, advertisement or other material may be distributed, or otherwise made available in, from or
published in, Luxembourg, except for the sole purpose of the admission of the Notes to trading on the
Euro MTF and listing on the Official List of the Luxembourg Stock Exchange, and except in circumstances
which do not constitute an offer of securities to the public requiring the publication of a prospectus in
accordance with the Luxembourg law of July 10, 2005 on prospectuses for securities, as amended, and
implementing the Prospectus Directive, as amended. Consequently, this Offering Memorandum and any
other offering circular, prospectus, form of application, advertisement or other material may only be
distributed to (i) Luxembourg qualified investors as defined in the Luxembourg Act of July 10, 2005 on
prospectuses for securities, as amended, and (ii) no more than 149 prospective investors, which are not
qualified investors.
Netherlands.
The Notes (including rights representing an interest in each global note that represents the
Notes) which are the subject of this Offering Memorandum, have not been and shall not be offered, sold,
transferred or delivered to the public in the Netherlands unless in reliance on Article 3(2) of the
Prospectus Directive and provided:
(i) such offer is made exclusively to legal entities which are qualified investors (as defined in the
Prospectus Directive and which includes authorized discretionary asset managers acting for the
account of retail investors under a discretionary investment management contract) in the
Netherlands; or
(ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch
Financial Supervision Act (Wet op het financieel toezicht) (the ``FSA''); or
(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not
applicable.
For the purposes of the above, the expressions (i) an ``offer of Notes to the public'' in relation to any Notes
in the Netherlands; and (ii) ``Prospectus Directive'', have the meaning given to them under ``Notice to
European Economic Area Investors'' above.
vi


Spain.
The Offering has not been, and it is not envisaged to be, approved by or registered or filed with
the Comisi´
on Nacional del Mercado de Valores and therefore the Notes may not be offered or sold or
distributed in Spain except in accordance with the requirements set out in the Securities Market Act (Ley
24/1988, de 28 de julio del Mercado de Valores) as amended, restated or substituted from time to time, and
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),
or any other regulations that may be in force from time to time. This Offering Memorandum is not
intended for the public offering or sale of the Notes in Spain and does not constitute a prospectus
(registration document and securities note) for the public offering in Spain.
Switzerland.
The Notes 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.
The issue and distribution of this Offering Memorandum is restricted by law. This
Offering Memorandum is not being distributed by, nor has it been approved for the purposes of section 21
of the Financial Services and Markets Act 2000 by, a person authorized under the Financial Services and
Markets Act 2000. This Offering Memorandum is for distribution only to persons who (i) have professional
experience in matters relating to investments (being investment professionals 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. No part of this Offering Memorandum should
be published, reproduced, distributed or otherwise made available in whole or in part to any other person
without the prior written consent of the Issuer.
vii


PRESENTATION OF FINANCIAL AND
OTHER INFORMATION AND CERTAIN DEFINITIONS
Presentation of Financial Information
Financial statements presented
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, 2010, 2011 and
2012. 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 and with Part 9 of Book 2 of the Dutch Civil Code.
We also present in this Offering Memorandum certain financial information on an as adjusted basis to give
pro forma effect to the Refinancing (as defined herein), including the issuance of the Notes offered hereby
and the application of the net proceeds thereof as described in ``Use of Proceeds.'' See ``The Offering--
Summary Financial and Operating Information'' and ``Capitalization.'' The unaudited pro forma data are
provided for illustrative purposes only and do not purport to represent what our actual results of
operations or financial position would have been if this Offering had occurred on December 31, 2012. The
unaudited pro forma data set forth in this Offering Memorandum are based upon available information
and certain assumptions and estimates that we believe are reasonable. The unaudited pro forma financial
data have not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities
Act, the Prospectus Directive or any generally accepted accounting standards. Neither the assumptions
underlying the pro forma adjustments nor the resulting pro forma information have been audited or
reviewed in accordance with any generally accepted auditing standards.
Other financial measures and ratios
In this Offering Memorandum, we present certain financial measures, including EBITDA, Adjusted
EBITDA, operating free cash flow (``OPFCF''), adjusted net income, and certain leverage and coverage
ratios that are not required by, or presented in accordance with, IFRS. Our management believes that the
presentation of these non-IFRS measures and ratios is helpful to investors because these and other similar
measures and ratios are widely used by certain investors, security analysts and other interested parties as
supplemental measures of performance and liquidity. However, you should not construe these non-IFRS
measures and ratios as alternatives to profit and loss from operations determined in accordance with IFRS
or to cash flows from operations, investing activities or financing activities, or any other measure or ratio
required by, or presented in accordance with, IFRS. In addition, our non-IFRS measures and ratios may
not be comparable to similarly-titled measures or ratios used by other companies.
In particular, our EBITDA-based measures have limitations as analytical tools and you should not consider
them in isolation or as a substitute for analysis of our results or any performance measures under IFRS as
set forth in our financial statements. Some of these limitations are:
·
They do not reflect our cash expenditures or future requirements for capital commitments.
·
They do not reflect changes in, or cash requirements for, our working capital needs.
·
They do not reflect the interest expense or cash requirements necessary to service interest or principal
payments on our debt.
·
They do not reflect any cash income taxes that we may be required to pay.
·
They are not adjusted for all non-cash income or expense items that are reflected in our consolidated
income statement.
·
They do not reflect the impact of earnings or charges resulting from certain matters we consider not to
be indicative of our ongoing operations.
·
Assets are depreciated or amortized over differing estimated useful lives and often have to be
replaced in the future, and these measures do not reflect any cash requirements for such
replacements.
·
Other companies in our industry may calculate these measures differently than we do, limiting their
usefulness as comparative measures.
viii


As used in this Offering Memorandum, the following terms have the following meanings:
·
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.
·
We define ``Adjusted EBITDA'' as EBITDA as adjusted to remove the effects of operating expenses
incurred in connection with the integration of our predecessor businesses. We did not incur operating
expenses in connection with the integration of our predecessor businesses in 2011 or 2012, and
currently do not expect to incur such expenses in 2013.
·
We define ``operating free cash flow,'' or OPFCF, as Adjusted EBITDA less capital expenditures
excluding integration capital expenditure and acquisition capital expenditure.
·
We define ``adjusted net income'' as net result adjusted for amortization of customer lists,
amortization of funding costs, impairments, costs related to integration and fair value gains or losses
from ineffective hedge contracts under IFRS and the tax effects of these adjustments.
Key performance indicators
In this Offering Memorandum, we also present various key performance indicators, including, among
others, ARPU, blended ARPU, churn, RGUs and subscribers. These measures may not be comparable to
similarly-titled measures presented by others in our industry. However, while the method of calculation
may differ across the industry, we believe that these indicators are helpful in understanding our
performance from period to period and facilitate comparison with our peers. These measures have been
presented on a consistent basis, with previous years' measures having been adjusted to reflect any changes
implemented by us in later years, and as such are directly comparable to each other from year-to-year.
These indicators are not intended to be a substitute for, or superior to, any IFRS measures of
performance.
Rounding
Certain data in this Offering Memorandum, including financial, statistical and operating information, has
been rounded. As a result, the totals of certain data presented in this Offering Memorandum may vary
slightly from the actual arithmetic totals of such data. In addition, certain percentages have been rounded
and accordingly may not add up to 100%.
Certain Definitions
Unless indicated otherwise in this Offering Memorandum or the context requires otherwise:
·
all references to ``Ziggo,'' the ``Group,'' ``we,'' ``us'' or ``our'' are to ABC B.V. and its consolidated
subsidiaries;
·
all references to the ``Issuer'' are to Ziggo B.V.;
·
all references to the ``2017 Senior Secured Notes'' are to the A750 million in aggregate principal
amount of 6.125% Senior Secured Notes due 2017 issued by Ziggo Finance B.V. in October 2010.
Ziggo Finance B.V. loaned the proceeds of the 2017 Senior Secured Notes to Torenspits II B.V. as a
Facility E tranche under the Old Senior Credit Agreement;
·
all references to the ``2018 Senior Notes'' are to the A1,208.9 million in aggregate principal amount of
8.0% Senior Notes due 2018 issued by Ziggo Bond Company B.V. in May 2010;
·
all references to the ``@Home Business'' are to the former businesses and assets of Essent
Kabelcom B.V., which was merged into the Ziggo business in 2008;
·
all references to ``ABC B.V.'' are to Amsterdamse Beheer- en Consultingmaatschappij B.V.;
·
all references to ``ACM'' are to the Autoriteit Consument en Markt, the Dutch Authority for Consumers
and Markets as well as to any of the predecessors of the Autoriteit Consument en Markt (i.e., the
Nederlandse Mededingingsautoriteit, the Netherlands Competition Authority, the Onafhankelijke Post
en Telecommunicatie Autoriteit, the Independent Post and Telecommunications Authority and the
Consumentenautoriteit, the Netherlands Authority for Consumers);
ix