[November 24, 2015] |
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Cable & Wireless Communications Plc Announces the Final Results of the Consent Solicitation in Respect of the 6.875% Senior Notes Due 2022 Issued by Its Wholly Owned Subsidiary Sable International Finance Limited
Cable & Wireless (News - Alert) Communications Plc ("CWC, and together with
its subsidiaries, the "CWC Group") today announces the final
results of the consent solicitation (the "Solicitation") of its
subsidiary, Sable International Finance Limited ("SIFL"), which
was made upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, dated November 16, 2015 (the "Solicitation
Statement"). The Solicitation sought consents ("Consents")
from holders ("Holders") of SIFL's $750,000,000 aggregate
principal amount of 6.875% Senior Notes due 2022 (Rule 144A CUSIP:
785712AE0; ISIN: US785712AE09; Regulation S CUSIP: G77636AB7;
ISIN:USG77636AB74) (the "2022 Notes") to proposed amendments to
(the "Amendments") and waivers of (the "Waivers") certain
provisions of the indenture governing the 2022 Notes, dated as of August
5, 2015, as amended (the "Indenture") among SIFL, CWC and the
other guarantors named therein, Deutsche Bank Trust Company Americas, as
trustee (the "Trustee"), and Deutsche Bank Luxembourg S.A. as
Luxembourg Paying Agent (terms used in this announcement that are not
otherwise defined have the meanings ascribed thereto in the Indenture or
the Solicitation Statement).
The Waivers became effective and operative on November 23, 2015 and the
Amendments became effective on November 23, 2015 but will not become
operative until closing of the proposed acquisition by Liberty Global (News - Alert)
plc of the entire issued and to be issued ordinary share capital of CWC
(the "Proposed Acquisition"). At such time, the Amendments will
be binding upon all Holders, whether or not such Holders delivered
Consents.
As of 11:00 p.m. Luxembourg time (5:00 p.m. New York City time), on
November 24, 2015 (the "Expiration Time"), SIFL has received
valid Consents from Holders of 99.4% of the aggregate Outstanding 2022
Notes. The Consent Payment will be approximately $30.18 per $1,000
principal amount of 2022 Notes, subject to minimum denominations
required by the clearing system through which the 2022 Notes are held.
Promptly hereafter, 50% of the Consent Payment (the "Waiver Payment")
will be paid by or on behalf of SIFL on a pro rata basis to Holders who
validly delivered and did not validly revoke their Consents prior to the
Expiration Time. On or promptly after closing of the Proposed
Acquisition, the remaining 50% of the Consent Payment will be paid by or
on behalf of SIFL to the Holders who received the Waiver Payment.
Goldman, Sachs & Co. and BNP Paribas acted as Solicitation Agents and
Lucid Issuer Services Limited acted as Taulation Agent for the
Solicitation.
This announcement is for informational purposes only.
This communication does not constitute or form part of, and should
not be construed as, an offer to sell or the solicitation of an offer to
buy any securities in any jurisdiction, including the United States or
an inducement to enter into investment activity.
About CWC Group
The CWC Group is a leading provider of telecommunications-based
services, including mobile, high-speed broadband, traditional and
IP-based voice services, and advanced digital video services, as well as
wholesale broadband capacity and managed IT services to consumers,
businesses, telecommunications carriers and governments in the
Caribbean, Latin America and Seychelles. The CWC Group recently acquired
Columbus International Inc. and its subsidiaries, forming a leading,
regionally-focused, integrated telecommunications company capable of
delivering "quad play" services to its retail customers and advanced
carrier-grade broadband and managed IT services to corporate and
government customers. With over 8,000 employees, the combined group is
being organized around serving and offering best-in-class products and
services to three key market segments: Consumer, Business Solutions and
Networks & Wholesale. For more information, visit www.cwc.com.
This announcement is for information purposes only and is not a
solicitation of consents with respect to the 2022 Notes or any other
securities.
This announcement is not directed at, or intended for distribution to
or use by any person or entity that is a citizen or resident or located
in any locality, state, country or other jurisdiction where such
distribution or use would be contrary to law or regulation or which
would require any registration or licensing.
The securities of CWC and of SIFL have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold, resold
or otherwise transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities law of any state or other
jurisdiction of the United States.
This announcement contains or incorporates by reference
"forward-looking statement." These forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "believes," "estimates," "anticipates," "projects," "expects,"
"intends," "aims," "plans," "predicts," "may," "will," "seeks," "could,"
"would," "shall" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not historical
facts and include statements regarding the intentions, beliefs or
current expectations of CWC and SIFL concerning, among other things, the
CWC Group's results of operations, financial condition, prospects,
growth, strategies and the industries in which the CWC Group operates.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances
that may or may not occur in the future or are beyond the CWC Group's
control. Forward-looking statements are not guarantees of future
performance and are based on one or more assumptions relating to the CWC
Group's actual results of operations and financial condition and the
development of the industries in which the CWC Group operates may differ
materially from those suggested by the forward-looking statements
contained in this announcement. In addition, even if the CWC
Group's actual results of operations, financial condition and the
development of the industries in which the CWC Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of
results or developments in subsequent periods.
The forward-looking statements contained in this announcement speak
only as of the date of this announcement. SIFL and CWC expressly
disclaim any obligations or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151124006341/en/
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