SCHEDULE TO
This Amendment No. 3 filed with the Securities and Exchange Commission on September 10, 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 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
|
|
|
On September 10, 2019, the Company issued a press release announcing the preliminary results of the tender
offers, which expired at one (1) minute after 11:59 p.m., New York City time, on September 9, 2019. A copy of such press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.
|
ITEM 12. EXHIBIT INDEX
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: