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Eircom Holdings (Ireland) Limited eircom Holdings (Ireland) Limited Annual Report for Bondholders Year Ended 30 June 2019 3 September 2019 TABLE OF CONTENTS Page 1. FORWARD LOOKING STATEMENTS .................................................................................................................... 1 2. INDUSTRY AND MARKET DATA .......................................................................................................................... 2 3. PRESENTATION OF INFORMATION ..................................................................................................................... 3 4. CERTAIN DEFINITIONS ........................................................................................................................................... 4 5. RECENT DEVELOPMENTS ...................................................................................................................................... 5 6. BUSINESS ................................................................................................................................................................... 6 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................................................................................................................... 19 8. RISK FACTORS ........................................................................................................................................................ 34 9. MANAGEMENT ....................................................................................................................................................... 47 10. PRINCIPAL SHAREHOLDERS ............................................................................................................................... 47 11. RELATED PARTY TRANSACTIONS ................................................................................................................... 48 12. DESCRIPTION OF THE SENIOR SECURED NOTES DUE 2026 ......................................................................... 49 13. DESCRIPTION OF OTHER INDEBTEDNESS ....................................................................................................... 50 14. GLOSSARY ............................................................................................................................................................... 76 15. CONSOLIDATED FINANCIAL STATEMENTS OF EHIL FOR THE YEAR ENDED 30 JUNE 2019............... F-1 i DISCLAIMER The following report presents our results for the year ended 30 June 2019. This Annual Report is not an offer for sale of securities in the United States or in any other jurisdiction. This Annual Report has been prepared for information and background purposes only. It is confidential and does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of eircom Holdings (Ireland) Limited (the “Company”) or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group or with any other contract or commitment whatsoever. Neither this Annual Report nor any part of it may be reproduced (electronically or otherwise) or redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person or published in whole or in part for any purpose without the prior written consent of the Company. This Annual Report does not purport to be all-inclusive or to contain all of the information that any person may require to make a full analysis of the matters referred to herein. Each recipient of this Annual Report must make its own independent investigation and analysis of the Company. This Annual Report may contain certain forward-looking statements that reflect management’s intentions, beliefs or current expectations. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company participates or is seeking to participate. The Company’s ability to achieve its projected results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. In this Annual Report, we may rely on and refer to information regarding our business and the market in which we operate and compete. We have obtained this information from various third party sources, including providers of industry data, discussions with our customers and our own internal estimates. We cannot assure you that any of this information is accurate or correctly reflects our position in the industry, and none of our internal surveys or information has been verified by any independent sources. No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information contained herein. None of the Company, its advisers, connected persons or any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this presentation or its contents. This shall not, however, restrict or exclude or limit any duty or liability to a person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed (including in relation to fraudulent misrepresentation). ii 1. FORWARD LOOKING STATEMENTS This Annual Report includes forward looking statements. These forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward looking statements contained in this Annual Report. In addition, even if our results of operations, financial condition, liquidity, and the development of the industry in which we operate are consistent with the forward looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause those differences include, but are not limited to: the impact of a potential downturn in the Irish economy including one caused by the exit of the United Kingdom from the European Union; increasing competition in the Irish telecommunications market; substitution of other services for our products and services; consolidation in the Irish telecommunications market; our ability to successfully implement our strategy to reduce churn and gain new subscribers; extensive regulation and regulatory initiatives aimed at increasing competition; our ability to successfully compete in broadband services; increased competition in the broadband market as a result of government initiatives; our ability to maintain our favourable brand image; dependence on third parties to distribute products and procure customers; our dependence on the proper functioning of, and our ability to continuously upgrade, our network, IT, and other systems; cybersecurity threats; our ability to adhere to data protection regulation; the outcome of litigation or regulatory action; our leverage and debt service obligations; and other factors discussed or referred to in this Annual Report. We urge you to read the sections of this Annual Report entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” for
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