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Cinven and Warburg Pincus announce the exercise of the over-allotment option in connection with the placement of 37 million shares of Ziggo N.V. announced on 24 October 2012

Press Release   •   Oct 24, 2012 12:38 BST

Cinven Cable Investments S.à r.l., WP Holdings IV B.V. (respectively “Cinven” and “Warburg Pincus”) and their co-investors announce that, in relation to the placement of 37 million shares of Ziggo N.V. (“Ziggo”) announced on 24 October 2012, the Joint Bookrunners have exercised their over-allotment option, resulting in the purchase of 3 million additional ordinary shares of Ziggo at a price of €24.75 per share.

Following the exercise and settlement of this over-allotment option, Cinven, Warburg Pincus and their co-investors will own a combined 74.2 million shares in Ziggo, representing approximately 37.1% of the capital.  Settlement of this over-allotment option is expected to occur on Friday 2 November 2012.

J.P. Morgan Securities plc and Morgan Stanley & Co. International plc are acting as Joint Global Coordinators and Joint Bookrunners. Deutsche Bank AG London Branch, UBS Limited, ABN Amro Bank N.V and Nomura International plc are acting as Joint Bookrunners for the Offering.

This document and the information contained herein is not for release, publication or distribution in whole or in part in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from, or a transaction not subject to, the registration requirements of the Securities Act.

This document is only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom they may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

Each of the Joint Bookrunners acted for Cinven, Warburg Pincus and certain of their co-investors in connection with the Offering and will not be responsible to anyone other than Cinven, Warburg Pincus and certain of their co-investors for providing the protections offered to its clients nor for providing advice in relation to the Offering.

In connection with the Offering, Morgan Stanley & Co. International plc (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the shares is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date shares have been allotted in the Offering.

Each of the Joint Bookrunners may participate in the Offering on a proprietary basis.

Cinven is a leading European private equity firm, founded in 1977, with offices in Guernsey, London, Frankfurt, Paris, Milan, Luxembourg and Hong Kong. We acquire European-based companies that require an equity investment by our funds of €100 million or more. While Europe remains our focus, Cinven’s Portfolio team helps our European portfolio companies take advantage of international best practices and growth in global markets, in particular opportunities in emerging economies, including those of Asia. We focus on six sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials, and Technology, Media and Telecommunications (TMT).

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