press release UPC
UNITED PAN-EUROPE COMMUNICATIONS N.V. ANNOUNCES
SUCCESSFUL COMPLETION OF BALANCE SHEET RESTRUCTURING
Amsterdam, The Netherlands - September 3, 2003: United Pan-Europe Communications
N.V. ("UPC" or the "Company") (EURONEXT Amsterdam: UPC) today announces the
Effective Date of the Company's emergence from its Chapter 11 proceedings, Dutch
Moratorium and Akkoord proceeding. The Company has completed all the required
actions and satisfied all the conditions to the effectiveness of its Second
Amended Plan of Reorganization (the "Plan").
The Plan was confirmed by the U.S. Court on February 20, 2003. The Dutch
Moratorium and Akkoord proceeding were ratified by the Dutch District Court on
March 13, 2003. An appeal by InterComm Holdings L.L.C., a creditor in the Dutch
Moratorium proceeding with a EUR 1.00 claim and one vote for voting purposes
was, rejected by the Dutch Supreme Court on August 26, 2003.
The Company's recapitalisation has substantially delevered UPC's balance sheet
through the conversion of EUR 925 million accreted value of Belmarken Notes, and
EUR 4.3(1) billion accreted value of UPC Notes into common stock of UGC Europe,
Inc. ("UGC Europe") (previously known as New UPC, Inc.), a newly formed U.S.
holding company incorporated in Delaware. UPC will become a private subsidiary
of UGC Europe. The recapitalisation has resulted in the elimination of
approximately 65% of UPC's outstanding consolidated debt and all of its
convertible preference shares, substantially reducing its annual interest costs
and putting UPC in a significantly stronger financial position.
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(1) Assumes an exchange rate of USD 0.9968 per EUR 1.00
Gene Schneider, Chairman and Chief Executive Officer of UGC Europe said: "We are
delighted to announce UPC's emergence from restructuring. This is a memorable
day for the company and marks the end of a challenging period for all involved
in the reorganisation process. UPC today emerges with a strong balance sheet,
confident that it has the ability to realise its full potential. I would like to
sincerely thank our employees, customers and creditors who have continued to
support us through this process. We look forward to achieving the results that
underlined their confidence in the company".
Consistent with the recapitalisation, UPC's ADR programme will be cancelled as
of today. It is expected that September 4, 2003 will be the last day of trading
for UPC ordinary shares A on the Euronext Amsterdam with the listing terminating
on September 5, 2003.
UGC Europe (ticker symbol "UGCE") expects to issue 50 million shares of its
common stock to UPC's creditors and equity holders as described below. These
shares will be quoted on the NASDAQ National Market as of today. Approximately
16.25 million of these shares were issued to third party holders of UPC Notes
and 32.75 million shares were issued to UnitedGlobalCom, Inc. ("UGC") in
exchange for the Belmarken Notes and UPC Notes owned by UGC. In addition, an
aggregate of 1 million UGC Europe shares will be issued to holders of UPC's
Preference Shares, Ordinary Shares A and Priority shares (including UGC)
pursuant to the Plan, including the Dutch Implementing Offer, and this
distribution began today. In addition, UGC Europe has reserved additional shares
of its common stock to settle any additional claims in accordance with the Plan
and the Akkoord.
As previously announced, bank lenders under the UPC Distribution Holding B.V.
bank facility had extended until September 30, 2003, waivers of the defaults
arising as a result of the Company's decision not to make interest payments
under its outstanding UPC Notes. As a result of the Company's emergence from
restructuring, the waivers are no longer needed and the bank facility remains in
place.
press release UPC
United Pan-Europe Communications N.V. is one of the leading broadband
communications and entertainment companies in Europe. Through its broadband
networks, UPC provides television, Internet access, telephony and programming
services. UPC's shares are traded on Euronext Amsterdam Exchange (UPC). UPC is
majority owned by UnitedGlobalCom, Inc. (NASDAQ: UCOMA).
NOTE: Except for historical information contained herein, this release contains
forward-looking statements, which involve certain risks, and uncertainties that
could cause actual results to differ materially from those expressed or implied
by these statements. These risks and uncertainties include continued use by
subscribers and potential subscribers of the Company's services, changes in the
technology and competition, our ability to achieve expected operational
efficiencies and economies of scale, our ability to generate expected revenue
and achieve assumed margins, as well as other factors detailed from time to time
in the Company's filings with the Securities and Exchange Commission.
For further information please contact:
Claire Appleby Bert Holtkamp
UPC Investor Relations UPC Corporate Communications
+ 44 (0) 207 838 2004 + 31 (0) 20 778 9447
Email: ir@upccorp.com Email: corpcomms@upccorp.com
Lazard Citigate First Financial
Daniel Bordessa Martha van Dijk
+ 44 (0) 20 7187 2000 + 31 (0) 20 575 4010
Citigate Dewe Rogerson
Toby Moore
+ 44 (0) 20 7638 9571
Also, please visit www.ugceurope.com for further information about UPC