SCHEDULE TO
This Amendment No. 2 filed with the Securities and Exchange Commission on August 29, 2019 (this “Amendment”), amends
and supplements the Tender Offer Statement filed on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”) with the Securities and Exchange Commission on August 12, 2019 by Liberty
Global plc, a public limited company organized under the laws of England and Wales (the “Company”). The Schedule TO relates to the invitation by 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.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated
herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO. This Amendment should be read
together with the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
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The third paragraph of the Offer to Purchase is hereby amended by adding the following as the last sentence of
such paragraph:
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“On August 29, 2019, the Company delivered to each of the Counterparty Banks a written notice
exercising its call option under the applicable Option Framework Agreement (each such notice, the “Call Option Exercise Notice”). As a consequence of delivering the Call Option Exercise Notice, the Company is now irrevocably
required to purchase from the relevant Counterparty Bank, and each Counterparty Bank is now irrevocably required to sell to the Company, the Shares purchased by such Counterparty Bank in the Offers.”
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The first sentence in the fourth paragraph of the Offer to Purchase is hereby amended by deleting the word
“generally”.
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The first sentence in the third paragraph under the question “How are the Offers being conducted?” is
hereby amended by deleting the word “generally”.
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The question “How are the Offers being conducted?” is hereby amended by adding the following as a new
paragraph immediately before the question “What is being offered?”:
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“On August 29, 2019, the
Company delivered to each of the Counterparty Banks a written notice exercising its call option under the applicable Option Framework Agreement (each such notice, the “Call Option Exercise Notice”). As a consequence of delivering
the Call Option Exercise Notice, the Company is now irrevocably required to purchase from the relevant Counterparty Bank, and each Counterparty Bank is now irrevocably required to sell to the Company, the Shares purchased by such Counterparty Bank
in the Offers.”
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The question “How will the Shares be paid for?” is hereby amended by adding the following as a new
paragraph immediately above the last paragraph under such question:
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“On August 29, 2019, the Company
delivered to each of the Counterparty Banks the Call Option Exercise Notice. As a consequence of delivering the Call Option Exercise Notice, the Company is now irrevocably required to purchase from the relevant Counterparty Bank, and each
Counterparty Bank is now irrevocably required to sell to the Company, the Shares purchased by such Counterparty Bank in the Offers.”
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The first bullet point under the question “Are there any conditions to the Offers?” is hereby deleted
in its entirety.
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The second to last bullet point under the first paragraph under the question “Are there any conditions to
the Offers?” is hereby deleted in its entirety.
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The third sentence in the paragraph under the question “What is the role of the Counterparty Banks?” is
hereby amended by deleting the word “generally”.
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