Telenet will become 100% owned by Liberty Global. Telenet
shares delisted at close of trade on 13 October 2023
Liberty Global plc (Liberty Global) (NASDAQ: LBTYA, LBTYB
and LBTYK) is pleased to announce today that, during the mandatory
reopening period of its voluntary public takeover bid for all the
shares of Telenet Group Holding NV (Telenet) (the
Offer) by its indirect wholly-owned subsidiary, Liberty
Global Belgium Holding B.V. (the Offeror), which closed on
13 September 2023, it received acceptances for 3,164,944 Telenet
shares1. These acceptances, together with the Telenet shares
already held by the Offeror and Telenet, represent 96.26% of the
total shares issued by Telenet.
Payment of the offer price for the Telenet shares tendered
during the mandatory reopening period (EUR 21.00 per share after
deduction of the EUR 1.00 gross dividend approved by Telenet’s
ordinary general meeting of 26 April 2023 and paid on 5 May 2023)
will take place on the payment date, 21 September 2023.
Following the payment date, the Offeror will reopen the Offer as
a simplified squeeze-out bid2 (the Simplified Squeeze-Out),
subject to the same financial conditions as the Offer.
The Simplified Squeeze-Out will open at 9:00am CET on 22
September 2023 and will close at 4.00pm CET on 13 October 2023 (the
Simplified Squeeze-Out Period). Shareholders who have not
yet accepted the Offer will be able to accept the Offer during the
Simplified Squeeze-Out Period.
The results of the Simplified Squeeze-Out will be announced on
or before 20 October 2023. Shares not tendered by the end of the
Simplified Squeeze-Out Period will be deemed to have automatically
transferred to the Offeror at the end of the Simplified Squeeze-Out
Period, and the funds required to pay the bid price for such
non-tendered shares will be deposited with the Deposit and
Consignment Office.
On 13 October 2023, at the end of the Simplified Squeeze-Out
Period, all Telenet shares will be delisted from Euronext
Brussels.
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 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
Including for 380,691 Telenet shares that
are subject to lock-up provisions, with settlement only upon
completion of the simplified squeeze-out.
2
Squeeze-out pursuant to article 42 and 43
of the Royal Decree on public takeovers, i.e. following the Offer,
the Offeror owning together with Telenet at least 95% of the shares
of Telenet and acquiring, by acceptance of the Offer, at least 90%
of the shares that are the subject of the Offer.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230919767528/en/
Investor Relations: Michael Bishop +44 20 8483 6246
Corporate Communications: Matt Beake +44 20 8483 6215
Liberty Global (NASDAQ:LBTYA)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
Liberty Global (NASDAQ:LBTYA)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025
