Telenet Group Holding NV

Report Publication Announcement • Jun 7, 2023

Press release

Publication of prospectus and response memorandum regarding voluntary and conditional cash offer by Liberty Global. Initial acceptance period to start on 8 June 2023

The enclosed information constitutes regulated in the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

Mechelen, June 7, 2023 - Telenet Group Holding NV ("Telenet" or the "Company") (Euronext Brussels: TNET) announces today the publication of the prospectus related to the voluntary and conditional public takeover bid (the "Offer") by Liberty Global plc ("Liberty Global"), through its wholly owned subsidiary Liberty Global Belgium Holding B.V. ("Liberty Global Belgium Holding"), for all of the Telenet shares that it does not already own or that are not held by Telenet. In conjunction with the prospectus, the Board of Directors of Telenet has prepared a response memorandum in which it sets out its recommendation of the Offer. Both the prospectus and the response memorandum have been approved by the Financial Services and Markets Authority in Belgium (the "FSMA"). The FSMA's approval of these documents does not imply any opinion by the FSMA on the merits or the quality of the Offer.

The Offer is an offer in cash at a price of €22.00 per share, deducting the €1.00 gross dividend approved by Telenet's ordinary general meeting of 26 April 2023 as paid on 5 May 2023. This results in an Offer price of €21.00 per share (the "Offer Price"). The Offer is subject to the conditions that, (i) as a result of the Offer, Liberty Global Belgium Holding must, together with Telenet, own at least 95% of the shares in Telenet and (i) no material adverse change occurs with respect to the closing quote of the BEL-20 index and/or shares of Proximus NV/SA and Orange Belgium NV/SA prior to the date of the announcement of the results of the Offer (subject, in the case of Proximus NV/SA, to adjustment to take into account a dividend payment of €0.70 per share on 28 April 2023).

The prospectus (including the valuation report by Lazard BV/SRL, which has been appointed as independent expert by the independent directors of the Company, in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers), the response memorandum and the acceptance form are available on the following website: shareholder-offer.be

The initial acceptance period will start on 8 June 2023 at 9 a.m. CET and end on 12 July 2023 at 4 p.m. CET (unless extended). Liberty Global intends to announce the results of the initial acceptance period on or around 19 July 2023. The Offer Price will be made payable on 26 July 2023.

During the initial acceptance period, shareholders can tender their shares to the Offer by following the instructions set out in the prospectus.

Contacts
Investor Relations:	Rob Goyens	rob.govens@telenetgroup.be	+32 15 333 054
	Bart Boone	bart.boone@telenetgroup.be	+32 15 333 738
Press & Media:	Stefan Coenjaerts	stefan.coenjaerts@telenetgroup.be	+32 15 335 006
Legal:	Bart van Sprundel	bart.van.sprundel@telenetgroup.be	+32 15 333 495

Additional Information - Additional information on Telenet and its products can be obtained from the Company's website http://www.telenet.be. Further information regarding and financial data presented herein can be downloaded from the investor relations pages of this website. The Company's Consolidated Annual Report 2022 as well as unaudited condensed consolidated interim financial statements and presentations related to the financial results for the three months ended March 31, 2023 have been made available on the investor relations pages of the Company's website (http://investors.telenet.be).

Warnings – This communication is for informational purposes only and does not constitute or form part of an offer to purchase or invitation to sell or issue, securities of Telenet, nor a solicitation by anyone in any jurisdiction in respect of such securities, any vote or approval.

This press release may not be published or disseminated in any country or territory where its publication or content would be illegal or may require registration or any other filing of documents. Anyone in possession of this press release must refrain from publishing or disseminating it in the countries and territories concerned.

The Offer will not be made, directly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Liberty Global or any of its subsidiaries to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such documents relating to the neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Telenet by any person or entity resident or incorporated in any such country or jurisdiction.

Notice for US Shareholders

The Offer is made in the U.S. in reliance on, and in compliance with, Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), and the "Tier II" exemption provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Belgian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. procedures and laws. U.S. Shareholders should note that Telenet is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the U.S. Exchange Act or required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the SEC) thereunder.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since Telenet and Liberty Global Belgium Holding are located outside the United States and most of its officers and directors may reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.

To the extent permissible under applicable laws and regulations (including Rule 14e-5 under the U.S. Exchange Act and any exemptive relief granted by the SEC therefrom), and in accordance with customary Belgian practice, Liberty Global Belgium Holding, its nominees or brokers (acting as agents), or any of its or their affiliates, may make certain purchases of, or arrangements to purchase, shares outside the United States during the Offer remains open for acceptance, including sales and purchases of shares effected by any investment bank acting as market maker in the shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the U.S. Exchange Act by virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements to purchase must comply with applicable Belgian law and regulation and the relevant provisions of the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Belgium and the United States.

Furthermore, this press release does not constitute or form part of an offer to sell, nor does it constitute a solicitation of an order to buy financial instruments in the United States or in any other jurisdiction.