Supplemental Disclosure Material - Ono

• €1,000 million in borrowings under the Euro Note Tranches (which will refinance the relevant tranches of the
2005 Senior Facility funded with the proceeds of the Euro Notes);
• U.S.$1,000 million (€749 million equivalent as of March 31, 2012) in borrowings under the February 2012
Notes Tranche (which will refinance the relevant tranche of the 2005 Senior Facility funded with the proceeds
of the February 2012 Notes);
• €224 million euro equivalent in U.S. dollar borrowings under the New Notes Tranche (funded with the gross
proceeds from the issue of the New Notes, assuming the New Notes are issued with no original issue discount);
and
• available cash of €162 million.
The Revolving Facility in the amount of €100 million under the New Senior Facility is expected to remain undrawn
on the New Notes Issue Date.
Under the New Senior Facility, the Bridge Tranche will not be drawn if the offering of the New Notes is completed.
The following table summarizes the sources and uses of funds on the New Notes Issue Date as a result of the May
2012 Refinancing:
Sources and uses of funds
(unaudited)
Source: € m Uses: € m
Facility A ................................... 891 Repay 2005 Senior Facility ................. 3,147 (1)(2)
Facility B ................................... 185 Estimated transaction costs .................. 64 (4)
Euro Notes Tranches .......................... 1,000 (1)
February 2012 Notes Tranche ................... 749 (1)(2)
New Notes Tranche ........................... 224 (3)
Cash on balance sheet ......................... 162 (3)
Total sources of funds ........................ 3,211 Total uses of funds ....................... 3,211
(1) The Euro Notes Tranches and the February 2012 Notes Tranche under the 2005 Senior Facility will be replaced by
the Euro Notes Tranches and the February 2012 Notes Tranche under the New Senior Facility without any funds
flow required.
(2) For the purpose of the table, U.S. dollar amounts are translated into euro at the exchange rate on March 31, 2012 of
€1 = U.S.$1.3356.
(3) For presentation purposes, we have assumed that the New Notes will be issued with no original issue discount. If
the New Notes are issued with original issue discount, each 1.0% of original issue discount would result in a €2.2
million euro equivalent decrease in proceeds for the New Notes Tranche. In such circumstances, we expect to
generate €224 million euro equivalent of gross proceeds either by using cash on the balance sheet or by increasing
the size of the offering of the New Notes.
(4) Including deferred fees in relation to the July 2011 Refinancing and the February 2012 Refinancing.
See “Use of Proceeds”, “Description of Other Indebtedness” and “Description of the Notes”.
Our Key Strengths
Our key strengths are:
• Proprietary technologically-advanced network. Our hybrid fiber coaxial network provides a high-speed,
high-capacity, two-way communications pathway with direct access to our customers. By owning our own
network, we believe we can offer higher quality and more reliable services and roll out new products more
quickly. Being an infrastructure based provider also allows us to offer multiple services and improved services,
such as higher broadband speeds and our recently launched next generation TV service (TiVo). As we own our
entire access network, we enjoy superior economics in terms of gross margin per subscriber compared to
ADSL-based competition.
• Proven ability to upgrade our network and services. During 2010 and 2011, we implemented a series of
network upgrades that have enabled us to improve the product offerings to our residential and SME customers.
These network upgrades have included the nationwide deployment of Docsis 3.0 technology (completed in
February 2012), the upgrading of our TV platform, completed in almost 62% of our network as of March 31,
2012, and the upgrading and outsourcing of our voice platform, with the migration process to the new voice
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