NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL
Initial acceptance period to start on June 8, 2023
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and
LBTYK) announces today the publication of the prospectus related to
the voluntary and conditional public takeover bid by its indirect
wholly-owned subsidiary, Liberty Global Belgium Holding B.V.
(Liberty Global Belgium Holding) for all the shares of
Telenet Group Holding NV (Telenet) that Liberty Global
Belgium Holding does not already own or that are not held by
Telenet (the Offer). In conjunction with the prospectus, the
Board of Directors of Telenet has prepared a response memorandum in
which it sets out its recommendation of the Offer. Both the
prospectus and the response memorandum have been approved by the
Financial Services and Markets Authority in Belgium (FSMA).
The FSMA’s approval does not imply any opinion by the FSMA on the
merits or the quality of the Offer.
Mike Fries, CEO, Liberty Global, commented: “We are pleased to
announce the approval of our Offer prospectus. Telenet shareholders
can start tendering their shares on June 8, 2023 at an attractive
premium. We are committed to maintaining Telenet’s status as a
leading and pioneering telecommunications and entertainment company
in Belgium.”
Telenet’s Board of Directors unanimously supports and recommends
the Offer, as confirmed in the statement Telenet issued today. The
Telenet Board of Directors has provided its formal opinion in a
response memorandum published today.
The Offer is an offer in cash at a price of EUR 22.00 per share,
deducting the EUR 1.00 gross dividend approved by Telenet’s
ordinary general meeting of 26 April 2023 as paid on 5 May 2023.
This results in an Offer price of EUR 21.00 per share (the Offer
Price). The Offer is subject to the conditions that, (i) as a
result of the Offer, Liberty Global Belgium Holding must, together
with Telenet, own at least 95% of the shares in Telenet and (ii) no
material adverse change occurs with respect to the closing quote of
the BEL-20 index and/or shares of Proximus NV/SA and Orange Belgium
NV/SA prior to the date of the announcement of the results of the
Offer (subject, in the case of Proximus NV/SA, to an adjustment to
take into account a dividend payment of EUR 0.70 per share on 28
April 2023). This adjustment clarifies the terms of the Offer set
forth in the notification published by the FSMA in accordance with
Article 7 of the Royal Decree of 27 April 2007 on public takeover
bids, which otherwise remain the same and therefore does not
reflect a material change in the terms of the Offer or the
economics of the Offer.
The prospectus, approved in English and translated in Dutch and
French, the response memorandum, approved in Dutch and translated
in English and French, the independent expert report, available in
English, and the acceptance forms, available in English, Dutch and
French, are available on the following websites: -
https://shareholder-offer.be/en/public_offer.php, a microsite
dedicated to the Offer which is also accessible via
(www.telenetgroup.be) and LG plc
(https://www.libertyglobal.com/investors/telenet/) -
www.bnpparibasfortis.be/epargneretplacer (in French and in English)
and www.bnpparibasfortis.be/sparenenbeleggen (in Dutch and in
English) - U.S. shareholders may also call the following toll free
number: +1 303-220-6600 (US) or email ir@libertyglobal.com to
request a copy of this prospectus.
The initial acceptance period will start on June 8, 2023 at 9
a.m. CET and end on July 12, 2023 at 4 p.m. CET (unless extended).
Liberty Global intends to announce the results of the initial
acceptance period on or around July 19, 2023. The Offer Price will
be made payable on July 26, 2023, assuming no mandatory extensions
of the Offer.
During the initial acceptance period, shareholders can tender
their shares to the Offer by following the instructions set out in
the prospectus.
If, following the Offer, Liberty Global Belgium Holding,
together with Telenet, own at least 95% of the shares of Telenet
and have acquired, by acceptance of the Offer, at least 90% of the
shares that are the subject of the Offer, the Offer will be
followed by a simplified squeeze-out bid subject to the same
financial conditions as the Offer.
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world
leader in converged broadband, video and mobile communications
services. We deliver next-generation products through advanced
fiber and 5G networks, and currently provide over 86 million*
connections across Europe and the United Kingdom. Our businesses
operate under some of the best-known consumer brands, including
Virgin Media-O2 in the United Kingdom, VodafoneZiggo in The
Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin
Media in Ireland and UPC in Slovakia. Through our substantial scale
and commitment to innovation, we are building Tomorrow’s
Connections Today, investing in the infrastructure and platforms
that empower our customers to make the most of the digital
revolution, while deploying the advanced technologies that nations
and economies need to thrive.
Liberty Global’s consolidated businesses generate annual revenue
of more than $7 billion, while the VodafoneZiggo JV and the VMO2 JV
generate combined annual revenue of more than $17 billion.**
Liberty Global Ventures, our global investment arm, has a
portfolio of more than 75 companies and funds across content,
technology and infrastructure, including strategic stakes in
companies like Televisa Univision, Plume, Lionsgate and the Formula
E racing series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile subscribers of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2022
Liberty Global’s consolidated results (excluding revenue from
Poland) and the combined as reported full year 2022 results for the
VodafoneZiggo JV and full year 2022 U.S. GAAP results for the VMO2
JV.
Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise UPC
deliver mobile services as mobile network operators. Virgin Media
Ireland delivers mobile services as a mobile virtual network
operator through third-party networks.
Liberty Global plc is listed on the Nasdaq Global Select Market
under the symbols “LBTYA”, “LBTYB” and “LBTYK”.
Liberty Global Belgium Holding is an indirect wholly-owned
subsidiary of Liberty Global plc, and is a private limited
liability company incorporated under the laws of the
Netherlands.
For more information, please visit www.libertyglobal.com or
contact:
Investor Relations:
Corporate Communications:
Michael Bishop +44 20 8483 6246
Matt Beake +44 20 8483 6215
WARNINGS:
This communication is for informational purposes only and does
not constitute or form part of an offer to purchase or invitation
to sell or issue, securities of Telenet, nor a solicitation by
anyone in any jurisdiction in respect of such securities, any vote
or approval.
This press release may not be published, distributed or
disseminated in any country or territory where its publication or
content would be illegal or may require registration or any other
filing of documents. Anyone in possession of this press release
must refrain from publishing, distributing or disseminating it in
the countries and territories concerned.
The Offer will not be made, directly or indirectly, in any
country or jurisdiction in which it would be considered unlawful or
otherwise violate any applicable laws or regulations, or which
would require Liberty Global or any of its subsidiaries to change
or amend the terms or conditions of the Offer in any material way,
to make an additional filing with any governmental, regulatory or
other authority or take additional action in relation to the Offer.
It is not intended to extend the Offer to any such country or
jurisdiction. Any such documents relating to the Offer must neither
be distributed in any such country or jurisdiction nor be sent into
such country or jurisdiction, and must not be used for the purpose
of soliciting the purchase of securities of Telenet by any person
or entity resident or incorporated in any such country or
jurisdiction.
Notice for US Shareholders
The Offer is made in the U.S. in reliance on, and in compliance
with, Section 14(e) of, and Regulation 14E under, the U.S.
Securities Exchange Act of 1934, as amended (the U.S. Exchange
Act), and the “Tier II” exemption provided by Rule 14d-1(d)
under the U.S. Exchange Act, and otherwise in accordance with the
requirements of Belgian law. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, settlement procedures and timing of
payments that are different from those applicable under U.S.
procedures and laws. U.S. Shareholders should note that Telenet is
not listed on a U.S. securities exchange, subject to the periodic
reporting requirements of the U.S. Exchange Act or required to, and
does not, file any reports with the U.S. Securities and Exchange
Commission (the SEC) thereunder.
It may be difficult for U.S. Shareholders to enforce certain
rights and claims arising in connection with the Offer under US
federal securities laws since Telenet and Liberty Global Belgium
Holding are located outside the United States and most of its
officers and directors may reside outside the United States. It may
not be possible to sue a non-U.S. company or its officers or
directors in a non-U.S. court for violations of U.S. securities
laws. It also may not be possible to compel a non-U.S. company or
its affiliates to subject themselves to a U.S. court’s
judgment.
To the extent permissible under applicable laws and regulations
(including Rule 14e-5 under the U.S. Exchange Act and any exemptive
relief granted by the SEC therefrom), and in accordance with
customary Belgian practice, Liberty Global Belgium Holding, its
nominees or brokers (acting as agents), or any of its or their
affiliates, may make certain purchases of, or arrangements to
purchase, shares outside the United States during the period in
which the Offer remains open for acceptance, including sales and
purchases of shares effected by any investment bank acting as
market maker in the shares. These purchases, or other arrangements,
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. In order to be excepted
from the requirements of Rule 14e-5 under the U.S. Exchange Act by
virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements
to purchase must comply with applicable Belgian law and regulation
and the relevant provisions of the U.S. Exchange Act. Any
information about such purchases will be disclosed as required in
Belgium and the United States.
Furthermore, this press release does not constitute or form part
of an offer to sell, nor does it constitute a solicitation of an
order to buy financial instruments in the United States or in any
other jurisdiction.
Forward-Looking Statement
This press release contains forward-looking statements within
the meaning of the U.S. federal securities laws, including the safe
harbour provisions of the U.S. Private Securities Litigation Reform
Act of 1995. In this context, forward-looking statements often
address expected future business and financial performance and
financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,”
“would,” “may,” “target,” and similar expressions and variations or
negatives of these words. These forward-looking statements may
include, among other things, statements relating to the outlook of
Telenet and Liberty Global; operational expectations, including
with respect to the development, launch and benefits of innovative
and advanced products and services, including gigabit speeds, new
technology and next generation platform rollouts or launches;
future growth prospects and opportunities, results of operations,
uses of cash, tax rates, and other measures that may impact the
financial performance of the companies; anticipated benefits and
synergies and estimated costs of the proposed transaction; the
expected timing of completion of the proposed transaction; and
other information and statements that are not historical facts.
These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by these statements. These risks
and uncertainties include events that are outside of the control of
the parties, such as: (i) Telenet, Liberty Global, and our
respective operating companies’ ability to meet challenges from
competition and to achieve forecasted financial and operating
targets; (ii) the effects of changes in laws or regulations; (iii)
general economic, legislative, political and regulatory factors,
and the impact of weather conditions, natural disasters, or any
epidemic, pandemic or disease outbreak (including COVID-19); (iv)
Telenet, Liberty Global, and our respective affiliates’ ability to
satisfy the conditions to the consummation of the proposed
transaction; (v) the proposed transaction may not be completed on
anticipated terms and timing or completed at all; (vi) the outcome
of any potential litigation that may be instituted with respect to
the proposed transaction; (vii) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, expenses,
economic performance, indebtedness, financial condition on the
future prospects and business of Telenet and Liberty Global’s
Belgium business after the consummation of the proposed
transaction; (viii) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (ix)
management’s response to any of the aforementioned factors. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see Liberty Global’s filings with the SEC,
including Liberty Global’s most recently filed Form 10-K and Form
10-Q, as well as the regulated information filed by Telenet before
the Belgium Financial Services and Markets Authority. These
forward-looking statements speak only as of the date of this
release. Telenet and Liberty Global expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230606006096/en/
Investor Relations: Michael Bishop +44 20 8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
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