Under the terms of the rights offering the Company would distribute, on a pro rata basis, to all of its class A stockholders of record as of a date to be determined, transferable rights to purchase additional class A shares to be newly issued at a price of E8.00 per share.
UGC, UPC’s largest shareholder, has agreed to purchase its full pro rata share of the class A shares offered in the rights offering and to backstop the rights offering by purchasing additional common shares not purchased by other shareholders.
To the extent that rights are taken up by shareholders other than UGC, UPC will raise an additional amount equal to the subscription value of the shares purchased by those shareholders, in a private placement of class A shares directly to UGC. The price of this placement will be set at E11.40 per share, the average closing price of UPC shares over the five trading days ended 21 February, 2001. In the event that the rights offering is fully subscribed, UPC would raise a total of approximately E1.5 billion.
The rights offering and placement of class A shares to UGC replace the previously announced acquisition of the economic rights to a 25% shareholding in Telewest plc from UGC. This transaction has been terminated by mutual consent.
