Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB,
LBTYK, LILA and LILAK) will be holding a General Meeting of
Shareholders on Wednesday, April 20, 2016, beginning at 10:00 a.m.
Mountain Time (5:00 p.m. BST) at the Four Seasons Hotel Denver,
1111 14th Street, Denver, Colorado 80202. This meeting has been
scheduled in connection with its previously announced proposed
acquisition (the "Acquisition") of all outstanding issued and to be
issued shares of Cable & Wireless Communications Plc ("CWC")
(LSE: CWC).
Only shareholders of record of Liberty Global Class A and Class
B Ordinary Shares and LiLAC Class A and Class B Ordinary Shares as
of 10:00 p.m. BST (5:00 p.m. Eastern time) on March 10, 2016, may
vote at the General Meeting of Shareholders. The meeting will be
webcast live at www.libertyglobal.com. We intend to archive the
webcast under the investor relations section of our website for
approximately 30 days.
Further Information
A copy of this announcement will be made available on Liberty
Global's website at www.libertyglobal.com.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of CWC or
Liberty Global pursuant to the Acquisition in any jurisdiction in
contravention of applicable law.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
Investors should note that, in connection with the Acquisition,
Liberty Global is required to disclose, which may be on a daily
basis, certain information about its share buyback program and
capital structure, as well as other information relating to Liberty
Global and the Acquisition. This information may be material to
investors in connection with the Acquisition. This information will
be posted on our website and will be released through the
Regulatory News Service in the UK, as required by the Code.
Therefore, we encourage investors, the media, and others interested
in our company to review the information we post on our website, as
well as through the Regulatory News Service, which can be accessed
here:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
Overseas Jurisdictions
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules of the Financial
Conduct Authority and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction.
Securities to be issued pursuant to the Acquisition have not
been and will not be registered under the relevant securities laws
of Japan and the relevant clearances have not been, and will not
be, obtained from the securities commission of any province of
Canada. No prospectus in relation to the securities to be issued
pursuant to the Acquisition has been, or will be, lodged with, or
registered by, the Australian Securities and Investments
Commission. Accordingly, such securities are not being, and may not
be, offered, sold, resold, delivered or distributed, directly or
indirectly in or into Australia, Canada or Japan or any other
jurisdiction if to do so would constitute a violation of relevant
laws of, or require registration thereof in, such jurisdiction
(except pursuant to an exemption, if available, from any applicable
registration requirements or otherwise in compliance with all
applicable laws).
Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements in their
jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. None of the securities
referred to in this announcement have been approved or disapproved
by the SEC, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
Additional Information for Liberty Global
Shareholders
This announcement may be deemed to be solicitation material in
respect of the approvals sought at the Liberty Global General
Meeting, including the issuance of Liberty Global Shares. The
Company’s definitive proxy statement filed with the SEC on March
14, 2016, and other relevant materials in connection with the
Acquisition (when they become available), and any other documents
filed by Liberty Global with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In addition,
shareholders may obtain free copies of the documents filed with the
SEC at Liberty Global's website, http://www.libertyglobal.com, or
by contacting Liberty Global's Investor Relations department in
writing at Liberty Global, 1550 Wewatta Street, Suite 1000, Denver,
Colorado 80202, USA. SHAREHOLDERS OF LIBERTY GLOBAL SHOULD READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ACQUISITION
THAT LIBERTY GLOBAL FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Additional Information for CWC Shareholders
The Liberty Global Shares to be issued under the Acquisition
have not been, and are not expected to be, registered under US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States. It is expected that the Liberty
Global Shares will be issued pursuant to the Scheme in reliance
upon an exemption from the registration requirements of the US
Securities Act set forth in Section 3(a)(10) thereof. CWC
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of Rule 144 under the US Securities
Act) of Liberty Global prior to, or after, the Effective Date will
be subject to certain US transfer restrictions relating to the
Liberty Global Shares received pursuant to the Scheme.
Specifically, Liberty Global Shares delivered to such affiliated
CWC Shareholders may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly,
absent registration under the US Securities Act or an exemption
therefrom.
About Liberty Global
Liberty Global is the largest international cable company with
operations in 14 countries. We connect people to the digital world
and enable them to discover and experience its endless
possibilities. Our market-leading products are provided through
next-generation networks and innovative technology platforms that
connected 27 million customers subscribing to 57 million
television, broadband internet and telephony services at December
31, 2015. In addition, we served five million mobile subscribers
and offered WiFi service across six million access points.
Liberty Global’s businesses are currently attributed to two
tracking stock groups: the Liberty Global Group (NASDAQ: LBTYA,
LBTYB and LBTYK), which primarily comprises our European
operations, and the LiLAC Group (NASDAQ: LILA and LILAK, OTC Link:
LILAB), which comprises our operations in Latin America and the
Caribbean.
Liberty Global's consumer brands are Virgin
Media, Ziggo, Unitymedia, Telenet, UPC, VTR and Liberty. Our
operations also include Liberty Global Business Services and
Liberty Global Ventures. For more information, please visit
www.libertyglobal.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT
AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND
INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO
THE LIBERTY GLOBAL GROUP CLASS A ORDINARY SHARES, THE LIBERTY
GLOBAL GROUP CLASS C ORDINARY SHARES, THE LILAC GROUP CLASS A
ORDINARY SHARES OR THE LILAC GROUP CLASS C ORDINARY SHARES, EXCEPT
ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE
PROSPECTUS AND THE PROXY STATEMENT.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160412006760/en/
Liberty GlobalInvestor
Relations:Oskar Nooij, +1 303 220 4218orChristian
Fangmann, +49 221 8462 5151orJohn Rea, +1 303 220
4238orCorporate Communications:Matt Beake, +44
20 8483 6428orAimee Baxter, +1 646 561 3512
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