NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY
JURISDICTION WHERE ITS PUBLICATION WOULD BE UNLAWFUL
As previously announced in its press release dated 19 July 2023,
Liberty Global plc (Liberty Global) (NASDAQ: LBTYA, LBTYB
and LBTYK), will proceed on 24 August 2023 with the mandatory
re-opening of its voluntary and now unconditional public takeover
bid by its indirect wholly-owned subsidiary, Liberty Global Belgium
Holding B.V. (the Offeror) for the 6.57% shares of Telenet
Group Holding NV (Telenet) that the Offeror does not already
own or that are not held by Telenet, at a price of €21.00 per share
(after deduction of the €1.00 gross dividend approved by Telenet’s
ordinary general meeting of 26 April 2023 and paid on 5 May 2023)
(the Offer).
The subsequent acceptance period will be opened at 9:00am CET on
Thursday 24 August 2023 and will close on Wednesday 13 September
2023 at 4:00pm CET. Shareholders who have not yet accepted the
Offer will thus be able to accept the Offer in this period.
After settlement of the initial acceptance period on 26 July
2023, the Offeror owned (taking into account the 3,500,526 treasury
shares that were held by Telenet at that time) 93.56%1 of the
shares of Telenet. On 1 and 4 August 2023, 138,156 treasury shares
were transferred by Telenet to the beneficiaries of Restricted
Share Plan 2021 and Restricted Share Plan 2022 pursuant to the
vesting of shares previously issued under those share plans in
accordance with their terms and conditions. The Offeror (taking
into account the 3,362,370 treasury shares held by Telenet)
therefore now owns 93.43% of the shares of Telenet. The transferred
treasury shares are subject to the Offer.
Since settlement of the initial acceptance period the free float
of the Telenet shares has been limited to 6.57%2. The re-opening
gives investors who missed the initial acceptance period or those
seeking additional liquidity the opportunity to still accept the
Offer.
The results of the subsequent acceptance period will be
announced on or before 20 September 2023. Payment of the offer
price of the shares tendered during the subsequent acceptance
period will be made on or before 27 September 2023.
If, following the Offer, the Offeror, together with Telenet,
owns at least 95% of the shares of Telenet and has acquired, by
acceptance of the Offer, at least 90% of the shares that are the
subject of the Offer (i.e. resulting in 96.23% ownership), the
Offer will be followed by a simplified squeeze-out bid subject to
the same financial conditions as the Offer.
The prospectus, approved in English and translated into Dutch
and French, the response memorandum, approved in Dutch and
translated into English and French, the independent expert report,
available in English, and the acceptance forms, available in
English, Dutch and French, are available on the following
websites:
- https://shareholder-offer.be/en/, a microsite dedicated to the
Offer which is also accessible via (www.telenetgroup.be) and LG plc
(https://www.libertyglobal.com/investors/telenet/)
- www.bnpparibasfortis.be/epargneretplacer (in French and in
English) and www.bnpparibasfortis.be/sparenenbeleggen (in Dutch and
in English)
- U.S. shareholders may also call the following toll free number:
+1 303-220-6600 (US) or email ir@libertyglobal.com to request a
copy of the prospectus.
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 85 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 United Kingdom, 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.
Liberty Global’s consolidated businesses generate annual revenue
of more than $7 billion, while the VodafoneZiggo JV and the VMO2 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.
Telenet, the VMO2 JV, the VodafoneZiggo JV and Sunrise UPC
deliver mobile services as mobile network operators. Virgin Media
Ireland delivers mobile services as a mobile virtual network
operator through third-party networks.
Liberty Global plc is listed on the Nasdaq Global Select Market
under the symbols “LBTYA”, “LBTYB” and “LBTYK”.
Liberty Global Belgium Holding is an indirect wholly-owned
subsidiary of Liberty Global plc, and is a private limited
liability company incorporated under the laws of the
Netherlands.
For more information, please visit www.libertyglobal.com or
contact:
Investor Relations:
Corporate Communications:
Michael Bishop +44 20 8483 6246
Matt Beake +44 20 8483 6215
Warnings:
This communication is for informational purposes only and does
not constitute or form part of an offer to purchase or invitation
to sell or issue, securities of Telenet, nor is it a solicitation
by anyone in any jurisdiction in respect of such securities, a vote
or an approval.
This press release may not be published, distributed or
disseminated in any country or territory where its publication or
content would be illegal or may require registration or any other
filing of documents. Anyone in possession of this press release
must refrain from publishing, distributing or disseminating it in
the countries and territories concerned.
The Offer will not be made, directly or indirectly, in any
country or jurisdiction in which it would be considered unlawful or
otherwise violate any applicable laws or regulations, or which
would require Liberty Global or any of its subsidiaries to change
or amend the terms or conditions of the Offer in any material way,
to make an additional filing with any governmental, regulatory or
other authority or take additional action in relation to the Offer.
It is not intended that the Offer extend to any such country or
jurisdiction. Any such documents relating to the Offer must neither
be distributed in any such country or jurisdiction nor be sent into
such country or jurisdiction and must not be used for the purpose
of soliciting the purchase of securities of Telenet by any person
or entity resident or incorporated in any such country or
jurisdiction.
Notice for US Shareholders
The Offer is made in the U.S. in reliance on, and in compliance
with, Section 14(e) of, and Regulation 14E under, the U.S.
Securities Exchange Act of 1934, as amended (the U.S. Exchange
Act), and the “Tier II” exemption provided by Rule 14d-1(d)
under the U.S. Exchange Act, and otherwise in accordance with the
requirements of Belgian law. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, settlement procedures and timing of
payments that are different from those applicable under U.S.
procedures and laws. U.S. Shareholders should note that Telenet is
not listed on a U.S. securities exchange, subject to the periodic
reporting requirements of the U.S. Exchange Act or required to, and
does not, file any reports with the U.S. Securities and Exchange
Commission (the SEC) thereunder.
It may be difficult for U.S. Shareholders to enforce certain
rights and claims arising in connection with the Offer under US
federal securities laws since Telenet and Offeror are located
outside the U.S. and most of its officers and directors may reside
outside the U.S. It may not be possible to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of
U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S.
court’s judgment.
To the extent permissible under applicable laws and regulations
(including Rule 14e-5 under the U.S. Exchange Act and any exemptive
relief granted by the SEC therefrom), and in accordance with
customary Belgian practice, Offeror, its nominees or brokers
(acting as agents), or any of its or their affiliates, may make
certain purchases of, or arrangements to purchase, shares outside
the U.S. during the period in which the Offer remains open for
acceptance, including sales and purchases of shares effected by any
investment bank acting as market maker in the shares. These
purchases, or other arrangements, may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the U.S. Exchange Act by virtue of Rule 14e-5(b)
thereunder, such purchases, or arrangements to purchase must comply
with applicable Belgian law and regulation and the relevant
provisions of the U.S. Exchange Act. Any information about such
purchases will be disclosed as required in Belgium and the U.S.
Furthermore, this press release does not constitute or form part
of an offer to sell, nor does it constitute a solicitation of an
order to buy financial instruments in the United States or in any
other jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the U.S. federal securities laws, including the safe
harbour provisions of the U.S. Private Securities Litigation Reform
Act of 1995. In this context, forward-looking statements often
address expected future business and financial performance and
financial condition, and often contain words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,”
“would,” “may,” “target,” and similar expressions and variations or
negatives of these words. These forward-looking statements may
include, among other things, statements relating to the outlook of
Telenet and Liberty Global; operational expectations, including
with respect to the development, launch and benefits of innovative
and advanced products and services, including gigabit speeds, new
technology and next generation platform rollouts or launches;
future growth prospects and opportunities, results of operations,
uses of cash, tax rates, and other measures that may impact the
financial performance of the companies; anticipated benefits and
synergies and estimated costs of the proposed transaction; the
expected timing of completion of any initial or subsequent offer
period and the proposed transaction; and other information and
statements that are not historical facts. 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 events
that are outside of the control of the parties, such as: (i)
Telenet, Liberty Global, and our respective operating companies’
ability to meet challenges from competition and to achieve
forecasted financial and operating targets; (ii) the effects of
changes in laws or regulations; (iii) general economic,
legislative, political and regulatory factors, and the impact of
weather conditions, natural disasters, or any epidemic, pandemic or
disease outbreak (including COVID-19); (iv) Telenet, Liberty
Global, and our respective affiliates’ ability to satisfy the
conditions to the consummation of the proposed transaction; (v)
whether the proposed transaction can be completed on the
anticipated terms and timing or completed at all; (vi) the outcome
of any potential litigation that may be instituted with respect to
the proposed transaction; (vii) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, expenses,
economic performance, indebtedness, financial condition on the
future prospects and business of Telenet and Liberty Global’s
Belgium business after the consummation of the proposed
transaction; (viii) any negative effects of the announcement,
pendency or consummation of the proposed transaction; and (ix)
management’s response to any of the aforementioned factors. For
additional information on identifying factors that may cause actual
results to vary materially from those stated in forward-looking
statements, please see Liberty Global’s filings with the SEC,
including Liberty Global’s most recently filed Form 10-K and Form
10-Qs, as well as the regulated information filed by Telenet before
the Belgium Financial Services and Markets Authority. These
forward-looking statements speak only as of the date of this
release. Telenet, Offeror and Liberty Global expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
____________________
1
As a consequence of a third party
factual error in the centralisation of the acceptances, the press
releases of Telenet and Liberty Global of 19 July 2023 erroneously
indicated that 101,018,038 shares were owned by the Offeror as a
result from the Telenet shares that were tendered during the
initial acceptance period instead of the actual 101,387,378 that
were owned by the Offeror as result from the Telenet shares that
were tendered during the initial acceptance period. The Offeror
therefore owned (taking into account the 3,500,526 treasury shares
that were held by Telenet at that time) 93.56% of the shares of
Telenet and not 93.23% as indicated in the press releases of 19
July 2023.
2
This number takes into account
the 138,156 transferred treasury shares.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230823187034/en/
Investor Relations: Michael Bishop +44 20 8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
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