Telenet in €986 Million Euronext IPO

October 14, 2005

Cleary Gottlieb represented Telenet Group Holding NV in a €985.8 million IPO of approximately 13 million new ordinary shares and approximately 34 million existing ordinary shares. The offering consisted of a public offering in Belgium and a Rule 144A/Reg S placement to institutional investors.

The joint bookrunners, who were appointed following a competitive process, have an option to purchase an additional 6.6 million shares from certain existing shareholders to cover over-allotments. Most of the Telenet’s existing shareholders sold the majority of their collective stake in the IPO. However, affiliates of U.S.-based telecommunications company Liberty Global, Inc., which jointly owned a 21% stake in Telenet, participated in the offering and exercised certain rights of first offer so as to maintain their stake.

Telenet is Belgium’s largest broadband provider offering telephony, Internet and cable TV services, including a recently launched digital interactive television service. The proceeds from the primary offering will be used to prepay a portion of the high yield senior and senior discount notes that were issued in December 2003 and for which Cleary had acted as issuer’s counsel.