NOTICE OF REDEMPTION
To the Holders of All Outstanding
UPC HOLDING B.V.
€600,000,000 6⅜% Senior Notes due 2022 (the "Notes")
ISIN / Common Code:
Regulation S Notes: XS0832993397 / 083299339*
Rule 144A Notes: XS0832994445 / 083299444*
NOTICE IS HEREBY GIVEN that, pursuant to Sections 3.01, 3.03, 3.04 and 3.07(b) of the indenture dated as of September 21, 2012 (the "Indenture"), among, inter alios, UPC Holding B.V., as issuer (the "Issuer"), and The Bank of New York Mellon, London Branch, as trustee (the "Trustee"), transfer agent and as principal paying agent (the "Paying Agent"), and paragraph (vii)(a) of the Notes issued thereunder, the Issuer has elected to redeem and will redeem (the "Redemption") all of the Notes outstanding on the Redemption Date (as defined below), at the redemption price of 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium (as defined in the Indenture) as of the Redemption Date (as defined below), plus Additional Amounts (as defined in the Indenture), if any, plus accrued and unpaid interest to the Redemption Date (as defined below) (the "Redemption Price"). The date of the Redemption will be July 7, 2017 (the "Redemption Date"). The record date will be July 6, 2017, which is one Business Day prior to the Redemption Date.
The Redemption is subject to and conditional upon the receipt by the Issuer of at least €635,000,000 of proceeds from an offering of Senior Notes on or before July 6, 2017 (the "Repayment Condition"). The Repayment Condition may be waived by the Issuer in its discretion.
Unless the Issuer defaults in paying the Redemption Price, interest on the Notes will cease to accrue on and after the Redemption Date, and the only remaining right of the holders of the Notes after the Redemption Date shall be the right to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes.
The Notes must be surrendered to the Paying Agent to collect the Redemption Price at the following address:
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
By: UPC Holding B.V., as Issuer
Dated: June 7, 2017
*The ISIN numbers and Common Codes, if any, are included solely for the convenience of the holders of the Notes. None of the Trustee, the Paying Agent or the Issuer shall be responsible for the selection or use of any ISIN numbers and Common Codes, nor is any representation made as to its correctness or accuracy in this Notice of Redemption or on any Note. Each Holder may be subject, under certain circumstances, to backup withholding tax with respect to payment of the Redemption Price. Such backup withholding may be applicable if such Holder, among other things, fails to (i) furnish its correct taxpayer identification number, (ii) certify under penalties of perjury that it is not currently subject to backup withholding or (iii) otherwise comply with applicable backup withholding requirements. A Holder that wishes to avoid the imposition of a backup withholding tax should submit an Internal Revenue Service Form W-9 or W-8, as applicable, to the Paying Agent.
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
This information is provided by RNS