UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Liberty
Global plc
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Liberty Global Class A Ordinary Shares, nominal value $0.01 per share
Liberty Global Class C Ordinary Shares, nominal value $0.01 per share
(Title of Class of Securities)
Liberty Global Class A Ordinary Shares: G5480U 104
Liberty Global Class C Ordinary Shares: G5480U 120
(CUSIP Number of Ordinary Shares)
Bryan H. Hall, Esq.
Executive Vice President & General Counsel
Griffin House,
161
Hammersmith Rd,
London, United Kingdom
+44.208.483.6449 or +1.303.220.6600
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
George Casey
Daniel
Litowitz
Harald Halbhuber
Shearman & Sterling LLP
599 Lexington Avenue
New
York, NY 10022-6069
+1.212.848.4000
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount Of Filing Fee**
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$2,500,000,000
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$303,000
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*
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The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the
offer to purchase up to $625 million in value of the Class A ordinary shares, nominal value $0.01 per share, and up to $1.875 billion in value of the Class C ordinary shares, nominal value $0.01 per share.
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**
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The amount of the filing fee, calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August 24, 2018, by multiplying the transaction valuation by 0.0001212.
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$
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303,000.00
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Filing Party:
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Liberty Global plc
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Form or Registration No.:
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Schedule TO
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Date Filed:
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August 12, 2019
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐
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third-party tender offer subject to Rule
14d-1.
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☒
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issuer tender offer subject to Rule
13e-4.
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule
14d-1(d)
(Cross-Border Third Party Tender Offer)
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