- General Meeting of Shareholders
Scheduled on April 20, 2016
Liberty Global plc ("Liberty Global") (NASDAQ: LBTYA, LBTYB,
LBTYK, LILA and LILAK) today announced that the definitive proxy
statement (the "Proxy Statement") in connection with its previously
announced proposed acquisition (the "Acquisition") of all
outstanding issued and to be issued shares of Cable & Wireless
Communications Plc ("CWC") (LSE: CWC) was filed with the SEC today.
The mailing of the Proxy Statement to Shareholders of Liberty
Global Class A and Class B Ordinary Shares and LiLAC Class A and
Class B Ordinary Shares will commence promptly.
The Proxy Statement contains a notice convening the Liberty
Global General Meeting of Shareholders on April 20, 2016, to, among
other matters, seek the approval of the requisite majorities of the
Liberty Global Shareholders for the issuance of ordinary shares of
Liberty Global in the Acquisition. The General Meeting of
Shareholders will be held at the Four Seasons Hotel Denver, 1111
14th Street, Denver, Colorado 80202 on April 20, 2016, at 10:00
a.m. Mountain Time (5:00 p.m. BST). Only shareholders of record of
Liberty Global Class A and Class B Ordinary Shares and LiLAC Class
A and Class B Ordinary Shares as of 10:00 p.m. BST (5:00 p.m.
Eastern time) on March 10, 2016 may vote at the General Meeting of
Shareholders. This event will be webcast and details will be
forthcoming.
CWC will soon announce the details regarding the posting of the
Scheme Document, the Court Meeting and CWC General Meeting. The
completion of the Offer is expected to take place during the middle
of May 2016.
A copy of the Proxy Statement will be made available on Liberty
Global's website at www.libertyglobal.com, as required by Rule 26.1
of the City Code on Takeovers and Mergers.
Further Information
A copy of this announcement will be made available on Liberty
Global's website at www.libertyglobal.com.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of CWC or
Liberty Global pursuant to the Acquisition in any jurisdiction in
contravention of applicable law.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
Investors should note that, in connection with the Acquisition,
Liberty Global is required to disclose, which may be on a daily
basis, certain information about its share buyback program and
capital structure, as well as other information relating to Liberty
Global and the Acquisition. This information may be material to
investors in connection with the Acquisition. This information will
be posted on our website and will be released through the
Regulatory News Service in the UK, as required by the Code.
Therefore, we encourage investors, the media, and others interested
in our company to review the information we post on our website, as
well as through the Regulatory News Service, which can be accessed
here:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of CWC
Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations of those jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
CWC Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law, the Code and the Listing Rules of the Financial
Conduct Authority and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Unless otherwise determined by Liberty Global and CWC or
required by the Code and permitted by applicable law and
regulation, the Acquisition will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws of that jurisdiction and no person may
vote in favour of the Acquisition by any use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law and regulation), the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, email or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The availability of New Liberty Global Class A Ordinary Shares,
New Liberty Global Class C Ordinary Shares, New LiLAC Class A
Ordinary Shares and New LiLAC Class C Ordinary Shares under the
Acquisition to CWC Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in
which they are resident. In particular, securities to be issued
pursuant to the Acquisition have not been and will not be
registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from
the securities commission of any province of Canada. No prospectus
in relation to the securities to be issued pursuant to the
Acquisition has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly,
such securities are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Australia, Canada or Japan or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
CWC Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. None of the securities
referred to in this announcement have been approved or disapproved
by the SEC, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
Further details in relation to CWC Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Additional Information for Liberty Global
Shareholders
This announcement may be deemed to be solicitation material in
respect of the approvals sought at the Liberty Global General
Meeting, including the issuance of Liberty Global Shares. The Proxy
Statement and other relevant materials in connection with the
Acquisition (when they become available), and any other documents
filed by Liberty Global with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In addition,
shareholders may obtain free copies of the documents filed with the
SEC at Liberty Global's website, http://www.libertyglobal.com, or
by contacting Liberty Global's Investor Relations department in
writing at Liberty Global, 1550 Wewatta Street, Suite 1000, Denver,
Colorado 80202, USA. SHAREHOLDERS OF LIBERTY GLOBAL SHOULD READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE ACQUISITION
THAT LIBERTY GLOBAL FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Additional Information for CWC Shareholders
The Liberty Global Shares to be issued under the Acquisition
have not been, and are not expected to be, registered under US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States. It is expected that the Liberty
Global Shares will be issued pursuant to the Scheme in reliance
upon an exemption from the registration requirements of the US
Securities Act set forth in Section 3(a)(10) thereof. CWC
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of Rule 144 under the US Securities
Act) of Liberty Global prior to, or after, the Effective Date will
be subject to certain US transfer restrictions relating to the
Liberty Global Shares received pursuant to the Scheme.
Specifically, Liberty Global Shares delivered to such affiliated
CWC Shareholders may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly,
absent registration under the US Securities Act or an exemption
therefrom.
Liberty Global reserves the right, subject to the prior consent
of the Panel and in the circumstances described in this
announcement, to elect to implement the Acquisition by way of an
Offer followed by the Merger. Any securities to be issued in
connection with an Offer would be expected to be registered under
the US Securities Act. In the event that Liberty Global exercises
its right to implement the Acquisition pursuant to an Offer
followed by the Merger or otherwise in a manner that is not exempt
from the registration requirements of the US Securities Act, it
will file a registration statement with the SEC containing a
prospectus with respect to any securities that would be issued in
the Acquisition. IN THIS EVENT, CWC SHAREHOLDERS SHOULD READ THESE
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to Liberty Global's contact for enquiries identified
above. If the Acquisition is implemented by way of an Offer
followed by the Merger, the Offer will be conducted in compliance
with the applicable tender offer rules under the US Exchange Act,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder.
About Liberty Global
Liberty Global is the largest international cable company with
operations in 14 countries. We connect people to the digital world
and enable them to discover and experience its endless
possibilities. Our market-leading products are provided through
next-generation networks and innovative technology platforms that
connected 27 million customers subscribing to 57 million
television, broadband internet and telephony services at December
31, 2015. In addition, we served five million mobile subscribers
and offered WiFi service across six million access points.
Liberty Global’s businesses are currently attributed to two
tracking stock groups: the Liberty Global Group (NASDAQ: LBTYA,
LBTYB and LBTYK), which primarily comprises our European
operations, and the LiLAC Group (NASDAQ: LILA and LILAK, OTC Link:
LILAB), which comprises our operations in Latin America and the
Caribbean.
Liberty Global's consumer brands are Virgin Media, Ziggo,
Unitymedia, Telenet, UPC, VTR and Liberty. Our operations also
include Liberty Global Business Services and Liberty Global
Ventures. For more information, please visit
www.libertyglobal.com.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160314006356/en/
Liberty GlobalInvestor
Relations:Oskar Nooij, +1 303 220 4218orChristian
Fangmann, +49 221 84 62 5151orJohn Rea, +1 303 220
4238orCorporate Communications:Matt Beake, +44
20 8483 6428orTim Burt, +44 20 7240 2486orAimee Baxter, +1 646 561
3512
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