Liberty Global plc (“Liberty Global” or the “Company”) (NASDAQ:
LBTYA, LBTYB and LBTYK) today announced that independent proxy
advisory firm Institutional Shareholder Services (“ISS”) has
recommended that Liberty Global’s shareholders vote for all of the
Company’s proposals in connection with Liberty Global’s intention
to change the jurisdiction of incorporation of the parent company
of the Liberty Global group from England & Wales to Bermuda.
The ISS recommendation follows a similar recommendation from
independent proxy advisory firm Glass, Lewis & Co. (“Glass
Lewis”).
The Board of Directors of Liberty Global is recommending that
shareholders support its proposal to redomicile to Bermuda to
facilitate value enhancing transactions (such as buybacks,
dividends, spin-offs, divestitures and acquisitions) and reduce
administrative expenses and burdens, while preserving strong
accountability and corporate governance.
In its report, ISS concluded that “the strategic rationale for
the transaction… appears sound,” noting that the transaction is
expected to result in “reduced administrative burdens to consummate
various value-enhancing transactions” and “material long-term cost
savings.” ISS also highlighted certain shareholder protections,
including “bylaw provisions to protect unaffiliated shareholders
under certain related-party transactions” and “the reduction in
voting requirements to effect certain M&A transactions” as
reasons to support the proposal.
The redomiciliation would change the jurisdiction of
incorporation and governing documents of the parent company, but
would have no effect on Liberty Global’s operations and
subsidiaries:
- The transaction is not tax-driven; Liberty Global’s revenue and
income would remain European-based, and its subsidiaries’ tax
residence will not change.
- As a Bermuda company, Liberty Global will continue trading on
Nasdaq (under the symbols LBTYA, LBTYB and LBTYK) and will continue
to be governed by SEC rules and regulations.
- Liberty Global’s day-to-day operations in all its businesses,
including its joint ventures in the U.K. and the Netherlands, will
be unaffected.
- There will be no change in Liberty Global’s offices or
headquarters, management team, board of directors or employee base
and no changes to our customer services and products.
- There will be no material change in Liberty Global’s financial
statements and no changes in its financial documents, financings,
bonds or credit agreements.
- The proposals facilitate value enhancing transactions, such as
buybacks, dividends, spin-offs, divestitures and acquisitions,
reduce administrative expenses and burdens, while preserving strong
accountability and corporate governance.
Liberty Global’s Board of Directors encourages shareholders to
vote for all of the proposals related to the transaction. The
special meetings associated with the transaction are being held on
July 13, 2023.
Find out more here:
https://www.libertyglobal.com/redomiciliation/
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 U.K., 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.
Our consolidated businesses generate annual revenue of more than
$7 billion, while the VMO2 JV and VodafoneZiggo 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 across content, technology and
infrastructure, including strategic stakes in companies like ITV,
Televisa Univision, Plume, AtlasEdge and the Formula E racing
series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile connections of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2022
Liberty Global 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. For more information, please visit www.libertyglobal.com.
FORWARD-LOOKING STATEMENTS
This communication contains certain statements which are, or may
be deemed to be, “forward-looking statements” with respect to the
financial condition, results of operations and business of Liberty
Global and certain plans and objectives of Liberty Global with
respect to the Redomiciliation. All statements other than
statements of historical fact may be forward-looking statements.
Forward-looking statements are statements of future expectations
that are based on current expectations, assumptions and projections
about future events, and are therefore subject to risks and
uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as “plans”, “expects”, “is expected”, “is subject to”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, “believes”, “targets”, “aims”, “projects” or words
or terms of similar substance or the negative thereof, as well as
variations of such words and phrases or statements that certain
actions, events or results “may”, “could”, “should”, “would”,
“might” or “will” be taken, occur or be achieved. Such statements
are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations.
Although Liberty Global believes that the expectations reflected
in such forward-looking statements are reasonable, we cannot give
assurance that such expectations will prove to be correct. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements, including,
but not limited to, the matters set forth under “Forward Looking
Statements” in Part I, Item 1 of Liberty Global’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2022. Other
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements include our ability to obtain the approval of Liberty
Global shareholders for the Scheme and the resolutions proposed at
related meetings of holders of our Class A Ordinary Shares, Class B
Ordinary Shares and Class C Ordinary Shares, our ability to satisfy
the other conditions to the Redomiciliation on the expected
timeframe, or at all, our ability to realize the expected benefits
from the Redomiciliation and the occurrence of unanticipated
difficulties or costs in connection with the Redomiciliation.
All of our forward-looking statements should be considered in
light of these factors. All of our forward-looking statements speak
only as of the date they were made, and we undertake no obligation
to update our forward-looking statements or risk factors to reflect
new information, future events or otherwise, except as may be
required under applicable securities laws and regulations.
Accordingly, you should not place undue reliance on any such
forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the Redomiciliation. In
connection with the Redomiciliation, on June 9, 2023, Liberty
Global filed with the SEC the definitive proxy statement and scheme
circular (the “Proxy Statement”) on Schedule 14A. LIBERTY GLOBAL
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED TRANSACTION THAT LIBERTY GLOBAL WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE REDOMICILATION. Liberty Global shareholders
and investors may obtain free copies of the Proxy Statement and
other relevant materials (when they become available) and other
documents filed by Liberty Global at the SEC’s website at
www.sec.gov. Copies of the Proxy Statement (and other relevant
materials when they become available) and the filings that will be
incorporated by reference therein may also be obtained, without
charge, by contacting Liberty Global’s Investor Relations at
ir@libertyglobal.com or +1(303) 220-6600.
PARTICIPANTS IN SOLICITATION
Liberty Global and its directors, executive officers and certain
employees, may be deemed, under SEC rules, to be participants in
the solicitation of proxies in respect of the proposed
Redomiciliation. Information regarding Liberty Global’s directors
and executive officers is available in the Proxy Statement filed
with the SEC on June 9, 2023. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the Proxy Statement and other relevant
materials to be filed with the SEC (when they become available).
These documents can be obtained free of charge from the sources
indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20230705048572/en/
Investor Relations Michael Bishop +44 20 8483 6246 Amy
Ocen +1 303 784 4528 Michael Khehra +44 78 9005 0979
Corporate Communications Bill Myers +1 303 220 6686 Matt
Beake +44 20 8483 6428
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