Liberty Global plc (Liberty Global) (NASDAQ: LBTYA, LBTYB and
LBTYK) announces today that its shareholders have voted in favor of
the company’s proposal to change its jurisdiction of incorporation
from England and Wales to Bermuda. The change of incorporation
facilitates value-enhancing transactions and reduces administrative
burdens and expenses, while preserving strong accountability and
corporate governance.
Liberty Global’s shareholders voted strongly in favor of all
proposals related to the change in jurisdiction at a series of
special meetings held yesterday. The percentage of votes in favor
from 88 – 95% of votes cast across each of the company’s three
classes of stock. Liberty Global will now proceed with the relevant
legal and regulatory procedures to effect the change. These
procedural steps include court hearings in England and the closing,
if conditions are met, would not occur until November of 2023.
Liberty Global stated the following regarding the outcome of
yesterday’s special meetings:
“We are pleased that shareholders strongly supported our
proposal to change our jurisdiction of incorporation from England
and Wales to Bermuda. The change in jurisdiction will make it
substantially easier to plan and execute value enhancing corporate
transactions – including buybacks, dividends, spin-offs,
cross-border divestitures and acquisitions – while also reducing
administrative burdens and expenses. We remain committed to our
businesses in the U.K. and the rest of Europe with our
market-leading customer services and products, extensive in-country
employment and critical infrastructure investment.”
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.
Shearman & Sterling LLP acted as legal counsel on this
transaction.
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 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 VMO2 JV and VodafoneZiggo
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.
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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230713377063/en/
For more information, please visit www.libertyglobal.com or contact:
Investor Relations: Michael Bishop +44 20 8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
Liberty Global (NASDAQ:LBTYA)
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