Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB, LBTYK, LILA
and LILAK) will be holding a General Meeting of Shareholders on
Wednesday, April 20, 2016, beginning at 10:00 a.m. Mountain Time (5:00
p.m. BST) at the Four Seasons Hotel Denver, 1111 14th Street, Denver,
Colorado 80202. This meeting has been scheduled 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).
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. The meeting will be webcast live at www.libertyglobal.com.
We intend to archive the webcast under the investor relations section of
our website for approximately 30 days.
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
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.
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.
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 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.
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 Company’s definitive proxy
statement filed with the SEC on March 14, 2016, 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.
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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE LIBERTY GLOBAL GROUP CLASS A
ORDINARY SHARES, THE LIBERTY GLOBAL GROUP CLASS C ORDINARY SHARES, THE
LILAC GROUP CLASS A ORDINARY SHARES OR THE LILAC GROUP CLASS C ORDINARY
SHARES, EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT,
THE PROSPECTUS AND THE PROXY STATEMENT.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160412006760/en/
Copyright Business Wire 2016