SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the invitation by Liberty Global plc, a public limited company organized under the laws
of England and Wales (the
Company
), for its shareholders to tender (i) up to $625 million in value of its Class A ordinary shares, nominal value $0.01 per share (each, a
Class
A
Share
), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., each acting as principal (each, a
Counterparty Bank
, and together, the
Counterparty Banks
), at a price not
greater than $29.00 nor less than $25.25 per Class A Share (the
Class
A Offer
), and (ii) up to $1.875 billion in value of its Class C ordinary shares, nominal value $0.01 per share (each, a
Class
C Share
, and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the
Shares
), for purchase by the Counterparty Banks at a price not
greater than $28.50 nor less than $24.75 per Class C Share (the
Class
C Offer
), in each case, to the seller in cash, less any applicable withholding taxes and without interest. The Class A Offer and
the Class C Offer are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 12, 2019 together with any amendments or supplements thereto, the
Offer to Purchase
), the
applicable Letter of Transmittal (together with any amendments or supplements thereto, each, a
Letter of Transmittal
or collectively, the
Letters of Transmittal
) and other related materials as may be amended or
supplemented from time to time (collectively, with the Offer to Purchase and the Letters of Transmittal, the
Offers
). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(2)
under the Securities Exchange Act of 1934, as amended.
The information in the Offer to
Purchase, the Letter of Transmittal for Class A Shares and the Letter of Transmittal for Class C Shares, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively, are incorporated by
reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the section captioned Summary Term Sheet of the Offer to Purchase, a copy of which is filed with this Schedule TO as
Exhibit (a)(1)(A), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a)
Name and Address:
The name of the subject company is Liberty Global plc, a public limited company organized under the laws of England and Wales. The
addresses and telephone numbers of its principal executive offices are: Griffin House, 161 Hammersmith Road, London W6 8BS, United Kingdom (telephone number: +44 (208)
483-6449
or (303)
220-6600).
The information set forth in Section 10 (Certain Information Concerning Us) of the Offer to Purchase is incorporated herein by reference.
(b)
Securities:
The information set forth in the section of the Offer to Purchase captioned Introduction and in Section 11
(Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by reference.
(c)
Trading Market and Price:
The information set forth in the section of the Offer to Purchase captioned Introduction and Section 8
(Price Range of Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF
FILING PERSON
(a)
Name and Address:
The name of the filing person is Liberty Global plc, a public limited company organized under the laws of
England and Wales. The addresses and telephone numbers of its principal executive offices are: Griffin House, 161 Hammersmith Road, London W6 8BS, United Kingdom (telephone number: +44 (208)
483-6449
or (303)
220-6600).
The information set forth in Section 10 (Certain Information Concerning Us) and Section 11 (Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares) of the Offer to Purchase and in Schedule I to the Offer to Purchase is incorporated herein by reference.