Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 19, 2022

Liberty Global plc

(Exact Name of Registrant as Specified in Charter)

England and Wales

001-35961

98-1112770

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification #)

Griffin House, 161 Hammersmith Rd, London, United Kingdom

W6 8BS

(Address of Principal Executive Office)

+44.208.483.6449 or 303.220.6600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A ordinary shares	LBTYA	Nasdaq Global Select Market
Class B ordinary shares	LBTYB	Nasdaq Global Select Market
Class C ordinary shares	LBTYK	Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 REGULATION FD DISCLOSURES

This Current Report on Form 8-K and the information contained in this Press Release attached hereto as Exhibit 99.1 are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liabilities of that Section.

Item 8.01 OTHER EVENTS.

On July 19, 2022, Liberty Global plc’s Belgian subsidiary, Telenet Group Holding NV (“Telenet”), and Fluvius System Operator CV (“Fluvius”) agreed to create a separate self-funding infrastructure company in Belgium (“NetCo”) that will operate, maintain and commercially exploit all relevant fixed network infrastructure assets currently owned or used by them, and that will further roll-out and operate a mixed hybrid fiber coaxial (HFC) / fiber to the premises (FTTP) network within the current Telenet geographic footprint. NetCo will be operated as an open access network, and Telenet will become a wholesale access client of this network. Telenet and Fluvius will each contribute to NetCo certain assets and liabilities related to their respective cable infrastructure businesses in Belgium. Initially, Telenet will own 66.8%, and Fluvius will own 33.2%, respectively, of the outstanding equity interests of NetCo, and Liberty Global will consolidate NetCo as a subsidiary. The closing of the transaction is subject to the satisfaction of certain conditions, including regulatory conditions and approval from Fluvius shareholders, and is expected to take place at the beginning of 2023. Upon closing, NetCo will become the owner of certain network assets that Telenet currently leases from affiliates of Fluvius. Further detail is in the Press Release attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Name

99.1*						Press release dated July 19, 2022

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Exhibit is furnished herewith and not deemed to be filed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.