- $5 billion1 distribution to take place
at close of trading on July 1, 2016
- The LiLAC Group is uniquely positioned
to exploit organic growth, synergy potential, and M&A
opportunities across the Latin American and Caribbean region
Liberty Global plc (“Liberty Global”, the “Company”) (NASDAQ:
LBTYA, LBTYB, LBTYK, LILA and LILAK) today announced that the Board
of Directors has approved the distribution of 117.4 million Liberty
Global Latin American and Caribbean Group ("LiLAC
Group") ordinary shares that represent the current inter-group
interest to Liberty Global Group shareholders, on a pro-rata basis.
The 67.2%2 inter-group interest resulted from the acquisition of
Cable & Wireless Communications Limited (formerly Cable &
Wireless Communications Plc), which closed on May 16, 2016, and
subsequent to the distribution will no longer exist. The Liberty
Global Group and LiLAC Group are both tracking stocks of
Liberty Global plc.
The $5 billion1 distribution to Liberty Global Group
shareholders will be made on July 1, 2016 and is expected to
significantly enhance the trading liquidity of LiLAC Group’s
ordinary shares. In the distribution each holder of a Liberty
Global Class A, Class B and Class C ordinary share as of 5:00 p.m.,
New York City time, on June 17, 2016, the record date for the
distribution, will receive LiLAC Group ordinary shares of the
corresponding class based upon the ratio described below. Liberty
Global will determine and announce the final per share ratio
promptly following the record date, together with the date on which
Liberty Global Group ordinary shares are expected to begin trading
ex-dividend. Based on the number of Liberty Global Group ordinary
shares outstanding as of May 27, 2016, we estimate that this ratio
will equate to one LiLAC Group ordinary share for every 8.1 Liberty
Global Group ordinary shares. Cash will be paid in lieu of
fractional shares. Based upon facts and circumstances as of today,
the Company believes that the distribution, as structured, will not
be taxable to U.S. and U.K. shareholders of Liberty Global Group.
The distribution of LiLAC Group ordinary shares will constitute a
bonus issue for U.K. law purposes.
Based upon the number of LiLAC Group ordinary shares issued and
outstanding as of May 27, 2016, and pro forma for the distribution
of the shares that represent the inter-group interest, the LiLAC
Group would have had approximately 174.0 million shares issued and
outstanding on that date. The number of Liberty Global Group shares
issued and outstanding will remain unchanged. Please see the
indicative tables below for a breakdown by ordinary share class (in
millions).
Liberty Global Group ordinary
shares
Inter-group interest
LiLAC Group ordinary shares
Issued and outstandingas of May 27,
2016
Distribution of shares thatrepresent the
inter-group interest
As of May 27, 2016,pro forma for the
distribution
LBTYA 284.9 LILA 35.2 LILA 51.5 LBTYB 10.8 LILAB 1.3 LILAB 1.9
LBTYK 654.8 LILAK 80.9 LILAK 120.6 TOTAL 950.5 TOTAL 117.4 TOTAL
174.0
LiLAC Group shares provide a unique and well-diversified
investment vehicle with our growing businesses in Latin America and
the Caribbean, giving shareholders the opportunity to invest
directly in the region where we are the leading consumer and
business-to-business (“B2B”) communications provider serving 10
million video, voice, broadband and mobile subscribers3 in more
than 20 countries. Our LiLAC business is expected to generate over
$3.5 billion4 of revenue on an annualized basis, and is
well-positioned to be the leading platform for further
consolidation in the region.
In connection with the transaction, Goldman Sachs International
and LionTree Advisors acted as financial advisors to Liberty
Global.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the expected timing of the
distribution and the expected trading liquidity of LiLAC Group
ordinary shares following the distribution, and other information
and statements that are not historical fact. 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 our
ability to continue financial and operational growth at historic
levels, continued use by subscribers and potential subscribers of
our services, our ability to achieve expected operational
efficiencies, synergies and economies of scale, as well as other
factors detailed from time to time in Liberty Global's filings with
the Securities and Exchange Commission including our most recently
filed Form 10-K and Form 10-Q. These forward-looking statements
speak only as of the date of this release. Liberty Global expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in Liberty Global's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
About Liberty Global
Liberty Global is the world’s largest international TV and
broadband company, with operations in more than 30 countries across
Europe, Latin America and the Caribbean. We invest in the
infrastructure that empowers our customers to make the most of the
digital revolution. Our scale and commitment to innovation enable
us to develop market-leading products delivered through
next-generation networks that connect our customers who subscribe
to over 59 million3 television, broadband internet and telephony
services. We also serve over ten million3 mobile subscribers and
offer WiFi service across six million access points.
Liberty Global’s businesses are comprised of two stocks: the
Liberty Global Group (NASDAQ: LBTYA, LBTYB and LBTYK) for our
European operations, and the LiLAC Group (NASDAQ: LILA and LILAK,
OTC Link: LILAB), which consists of our operations in Latin America
and the Caribbean.
The Liberty Global Group operates in 12 European countries under
the consumer brands Virgin Media, Ziggo, Unitymedia, Telenet and
UPC. The LiLAC Group operates in over 20 countries in Latin America
and the Caribbean under the consumer brands VTR, Flow, Liberty, Mas
Movil and BTC. In addition, the LiLAC Group operates a submarine
fiber network throughout the region in over 30 markets.
For more information, please visit www.libertyglobal.com or
contact:
Investor Relations:
Corporate Communications: Oskar Nooij +1 303
220 4218 Matt Beake +44 20 8483 6428 Christian Fangmann +49
221 8462 5151 Aimee Baxter +1 646 561 3512 John Rea +1 303 220 4238
________________________________________________
1 Based on the closing LiLAC share prices as of June 1,
2016.
2 Based on (i) 57.3 million LiLAC ordinary shares, which
represents issued and outstanding LiLAC ordinary shares as of May
27, 2016, as adjusted for the estimated potential dilution related
to outstanding incentive awards as of December 31, 2015 and (ii)
the 117.4 million LiLAC ordinary shares attributed to Liberty
Global Group’s inter-group interest.
3 Subscriber statistics for Liberty Global (including the LiLAC
Group) and CWC are as of March 31, 2016 and December 31, 2015,
respectively, and are based on each entity's subscriber counting
policies. CWC’s subscriber counting policies may differ from those
of Liberty Global. Accordingly, the combined subscriber statistics
are not necessarily indicative of the actual number of subscribers
to be reported by the combined operations once CWC conforms to
Liberty Global's subscriber counting policies.
4 The combined revenue figure includes revenue for the LiLAC
Group, which is based on accounting principles generally accepted
in the United States (“U.S. GAAP”) and for CWC, which is based on
International Financial Reporting Standards as adopted by the
European Union. Accordingly, the combined revenue figure is not
necessarily indicative of the actual results that would have been
reported if both entities had followed U.S. GAAP. Revenue figures
are derived from amounts reported for each entity for the year
ended December 31, 2015, including revenue for Columbus
International Inc. (which was acquired by CWC on March 31, 2015)
for the three months ended March 31, 2015.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160602005920/en/
Investor Relations:Oskar Nooij, +1 303 220
4218Christian Fangmann, +49 221 8462 5151John Rea, +1 303 220
4238orCorporate Communications:Matt Beake, +44
20 8483 6428Aimee Baxter, +1 646 561 3512
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