NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB, LBTYK, LILA
and LILAK), today notes the announcement released by Cable & Wireless
Communications Plc (“CWC”) in relation to a possible offer by Liberty
Global for CWC. Liberty Global confirms that it is in discussions with
the board of CWC regarding a possible offer for the entire issued and to
be issued share capital of CWC.
This announcement does not amount to an announcement of a firm intention
to make an offer under Rule 2.7 of the City Code on Takeovers and
Mergers (the "Code"). There can be no certainty that any offer will be
made or on the terms on which any offer might be made. A further
announcement will be made as appropriate.
In accordance with Rule 2.6(a) the Code, Liberty Global must, by no
later than 5:00 p.m. on November 19, 2015, either announce a firm
intention to make an offer for CWC in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer for CWC, in
which case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline will only be extended with the
consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Further Information
A copy of this announcement will be made available on Liberty Global’s
website at www.libertyglobal.com.
Investors should note that in connection with the possible offer for
CWC, Liberty Global will be 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 possible offer. This information may be material to
investors in connection with the possible offer. This information will
be posted on our website and will be released through the Regulatory
News Service in the U.K., 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.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely
to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when
the offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.
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 56 million television, broadband internet and telephony
services at June 30, 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
or contact:
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