Numericable Group launches a €4.7 billion rights issue in the

Numericable Group launches a €4.7 billion rights issue in the
context of the SFR acquisition
Subscription ratio: 15 new shares for 7 existing shares
Subscription price: €17.82 per new share
Subscription period: 31 October 2014 to 12 November 2014 included
La Défense, 29 October 2014 – Numericable Group announces today the launch of an
approximately €4.7 billion capital increase with preferential subscription rights for existing
shareholders.
This capital increase will allow the Group to finance a part of the SFR acquisition price payable
in cash upon its closing, i.e. €13.5 billion before any price adjustment, as well as part of the
acquisition-related fees.
The closing of the SFR acquisition remains subject to the sole condition precedent of the
approval by the Numericable general shareholders’ meeting scheduled for November 27, 2014
of a contribution by Vivendi of 57,227,114 SFR shares (i.e., approximately 25.4% of SFR’s
share capital) to the Company, following which Vivendi will hold 20% of Numericable Group’s
capital after taking into account the capital increase. Altice France, which holds 74.59% of the
Company’s share capital and voting rights, has undertaken to vote in favor of the SFR
contribution at such shareholders’ meeting.
Terms and conditions of the capital increase
Each shareholder of Numericable Group will receive one preferential subscription right for
every share it holds as of the close of trading on 30 October 2014. The subscription price
for the new shares has been set at €17.82 per new share (nominal value of €1 and issue
premium of €16.82) on the basis of 15 new shares for 7 existing shares. The subscription
price represents a 62.96% discount to the closing price of the Company’s shares on 27
October 2014 and a 35.10% discount to the theoretical ex-right price (TERP).
Subscriptions subject to reduction (à titre réductible) will be accepted but remain subject to
reduction in the event of oversubscription. Any new shares not subscribed by subscriptions
by irrevocable right (à titre irréductible) will be distributed and allocated to the holders having
submitted additional subscription orders subject to reduction (à titre réductible).
The offer will be open to the public in France exclusively.
Indicative timetable
The subscription period for the new shares will run from 31 October 2014 to the close of
trading on 12 November 2014. During this period, the preferential subscription rights will
be listed and traded on the regulated market of Euronext Paris (ISIN code
FR0012266054).
Settlement and delivery and start of trading on Euronext Paris (Segment A) of the new shares
will take place on 20 November 2014. The new shares will entitle their holders to any
dividends declared by the Company from the date of issue, will be fully fungible with the
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Company’s existing shares and will be traded under the same ISIN code as the Company’s
existing shares, FR0011594233.
Information available to the public
A French language prospectus including (i) the reference document (document de référence) of
Numericable Group filed with the Autorité des marchés financiers (AMF) on 10 October 2014 under no.
R.14-063, (ii) the update of the reference document filed with the AMF on 28 October 2014 and (iii) a
securities note (note d’opération) (which includes the summary of the prospectus) filed with the AMF on
28 October 2014 under no. 14-577 is available free of charge from Numericable Group (Tour Ariane, 5
place de la Pyramide 92088 La Défense Cedex) as well as on the websites of the AMF (www.amffrance.org) and the company (www.numericable.com).
Numericable Group draws the public’s attention to the risk factors included in chapter 4 of the reference
document and its update and in chapter 2 of the securities note (note d’opération).
About Numericable Group
Numericable Group is the sole major cable operator in France. It operates using a very high speed fiber
network infrastructure, serving three segments: B2C, B2B and wholesale. The group benefits from
highly advanced technology and relies on a powerful infrastructure which operates as one network
serving each of its three segments. Numericable is currently the market leader of the nascent very-highspeed broadband market in France, with around 50% market share (only 8% of French households
had very-high-speed internet access in 2012). In its B2C segment, the group operates under the
Numericable brand name and offers customers a wide range of products and services including pay TV,
high-speed and very-high-speed broadband Internet access, and fixed-line and mobile telephony. In its
B2B segment, the group operates under the Completel brand name, as the first largest alternative
operator in terms of FTTO (Fiber To The Office).
In 2013, Numericable Group generated combined revenues of 1.3 billion euros.
Investor relations
Press relations
Olivier Gernandt
+33 1 70 01 47 29
Marie-Gabrielle Sorin
+33 1 58 47 90 92
Charles Fleming
+33 6 14 45 05 22
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Disclaimer
This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an
offer to sell or purchase the Numericable Group shares or preferential subscription rights.
European Economic Area
The offer is open to the public in France exclusively.
With respect to each Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive
other than France (the “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of
securities requiring a publication of a prospectus in any Member State. As a result, preferential subscription rights, new shares or
other securities mentioned in the press release may only be offered in Member States:
(a) to legal entities which are qualified investors, as defined by the Prospectus Directive;
(b) to less than 100 or, if the Member State has implemented the relevant provision of the Amending Prospectus Directive,
150 natural or legal persons (other than qualified investors as defined in the Amending Prospectus Directive) in each
Member State; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, (i) the expression an “offer to the public of preferential subscription rights or new shares” in any
Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any
preferential subscription rights or new shares to be offered so as to enable an investor to decide to purchase, or subscribe for any
preferential subscription rights or new shares, as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of 4 November
2003, to the extent implemented in the Member State, as amended, including by the Amending Prospectus Directive, and includes
any relevant implementing measure in each Member State and (iii) the expression “Amending Prospectus Directive” means
Directive 2010/73/EU of 24 November 2010.
This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have
implemented the Prospectus Directive.
United Kingdom
This document does not contain or constitute an invitation, inducement or solicitation to invest. This press release is directed only
at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are “investment professionals” falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), (iii) are
persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) are
other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be
communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”).
This press release 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 press release relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
This document does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in
the United Kingdom under Section 85 of the Financial Services and Markets Act 2000.
United States
These materials are not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States or
any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. Numericable Group does not intend to register any portion of the
planned offer in the United States or to conduct a public offering of securities in the United States.
Canada, Australia and Japan
The new shares and the preferential subscription rights may not be offered, sold or purchased in Canada (subject to limited
exceptions), Australia or Japan.
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