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Dividend 2014 Q & A
Questions and Answers for Liberty Global plc shareholders
This information is intended to answer questions you may have about our recently announced dividend of Class C ordinary shares. Liberty Global is organized under the laws of England and Wales and, accordingly, the dividend of Class C ordinary shares constitutes a bonus issue of shares under its articles of association and under UK law (the new shares being paid up by capitalizing profits of US$0.01 per share). We refer to such bonus issue as a “dividend” for convenience.
Q: Why has Liberty Global decided to declare a stock dividend of one Class C ordinary share on each outstanding Class A, Class B and Class C ordinary share?
The decision to declare a dividend of one Class C ordinary share on each outstanding Class A, Class B and Class C ordinary share (the “Dividend”) was made by Liberty Global’s Board of Directors based on a desire to provide greater liquidity to holders of our Class C ordinary shares since the float has decreased over the last several years due to our substantial share repurchases and to provide us with greater flexibility in our future M&A activity. Additionally, since our formation in 2005, our stock has significantly outperformed the broader market with significant price increases. The Dividend will reduce the price of each ordinary share beginning on the ex-dividend date and make our ordinary shares more attractive and accessible to a broader range of investors.
Q: What is the effective date of the Dividend?
There are several key dates:
- The record date, February 14, 2014, determines which shareholders are entitled to receive the Dividend.
- The issuance date, March 3, 2014, is the date the Class C ordinary shares will be issued pursuant to the Dividend.
- The ex-dividend date, March 4, 2014, is the date when our Class A, Class B and Class C ordinary shares will trade on NASDAQ at the new Dividend-adjusted price.
Q: How does the Dividend affect my investment in Liberty Global?
As a shareholder of record as of 10:00 p.m. GMT (5:00 p.m. Eastern time) on February 14, 2014, as a result of the Dividend, you will receive additional Class C ordinary shares as of the issuance date on March 3, 2014. For each Class A, Class B and Class C ordinary share you hold on the record date, you will receive one additional Class C ordinary share. For example, if on February 14, 2014, you owned 100 Class A ordinary shares and 100 Class C ordinary shares, you will own 100 Class A ordinary shares and 300 Class C ordinary shares on March 3, 2014. The cost basis of the ordinary shares will be adjusted based on their relative fair market values on the ex-dividend date, which adjustment the company intends to publish to its website as soon as possible after the ex-dividend date.
Q: What are the expected tax consequences of the Dividend?
The Dividend should be treated as a non-taxable share distribution and should not give rise to taxable income to Liberty Global shareholders for U.S. federal income tax purposes. As a non-taxable share distribution, shareholders should allocate their tax basis in each ordinary share of Liberty Global with respect to which the Dividend was made between the pre-Dividend ordinary share and the Class C ordinary share received in the Dividend based on the relative fair market values of such ordinary shares. Liberty Global intends to publish Form 8937 Report of Organizational Actions Affecting Basis of Securities to its website (www.libertyglobal.com) by April 15, 2014, the contents of which will provide further information regarding the taxation of the Dividend and the suggested ratios for shareholders to use in allocating tax basis among their ordinary shares.
For the state and local tax impact of the Dividend and for those shareholders that are subject to tax in a country other than the U.S., we strongly urge such shareholders to consult with their local tax advisor on the tax impacts as they could vary by jurisdiction.
Q: Has Liberty Global declared a dividend of shares or split its stock before?
In September 2005, Liberty Global, Inc., our predecessor, distributed one share of its Series C common stock on each share of its Series A and Series B common stock.
Q: What happens if I sell my Liberty Global ordinary shares after the record date but before the issuance date?
If you sell ordinary shares prior to the record date, you will be selling them at the pre-Dividend price. If you sell ordinary shares after the record date but prior to the issuance date, you will be selling them at the pre-Dividend price and the ordinary shares will trade with a “due bill” (i.e., the ordinary shares you trade are “due” the number of Class C ordinary shares issuable in the Dividend). When you sell your ordinary shares, you surrender your pre-Dividend ordinary shares and any Class C ordinary shares due pursuant to the Dividend. The due bill is transferred to the new owner of the ordinary shares.
If you buy ordinary shares after the record date but on or before the issuance date, you will purchase the ordinary shares at the pre-Dividend price and will receive a due bill. Following the Dividend, you will receive (or your brokerage account will be credited with) the number of Class C ordinary shares due as a result of the Dividend.
Q: Will there be a “when issued” market for the Class C ordinary shares to be issued in the Dividend?
There will not be a “when issued” market on the NASDAQ Stock Market for the new Class C ordinary shares to be issued in the Dividend.
Q: How will I receive my additional Class C ordinary shares issued in the Dividend?
If you hold shares in certificated form now, you will receive a share certificate. Keep it with your existing share certificates and other important documents as a record of your ownership.
If you hold shares in a brokerage account, the additional shares will automatically be deposited to your brokerage account.
If you hold shares in custody with Computershare US, the additional shares will automatically be deposited to your U.S. custody account.
If you hold shares in the U.K. Corporate Sponsored Nominee (“CSN”), the additional shares will automatically be deposited to your U.K. CSN account.
If you have not yet exchanged your Liberty Global, Inc. or Virgin Media Inc. share certificates for shares in Liberty Global plc, you will receive the additional share(s) at the time of the exchange.
Q: Where will my additional shares or a statement confirmation be mailed?
If you currently hold shares in your name in certificated form, the additional shares will be mailed to your registered address that Computershare Trust Company, N.A., our share transfer agent, has on file. To verify your address you can call Computershare directly - within the U.S. at 888 218 4391 or outside of the U.S. at +1 781 575 3919.
If you hold shares in custody with Computershare US, or in the U.K. CSN, you will receive a statement reflecting the additional shares.
Q: What do I do with my existing Liberty Global ordinary share certificate(s)?
Existing Liberty Global ordinary share certificates are still valid. Do not destroy them. You may deposit your existing certificate(s) in a brokerage account, or you may continue to physically hold them and be responsible for their safekeeping.
Q: How do I request a Liberty Global ordinary share certificate?
We believe custody or a brokerage account is the safest and most convenient way to hold your ordinary shares.
Q: What if I have more questions?
For more information about your Liberty Global shareholder account, please call: (A) your broker (if you hold in a brokerage account); (B) Computershare within the U.S. at 888 218 4391 or outside of the U.S. at +1 781 575 3919 (if you hold a share certificate or your shares are held in custody with Computershare); or (C) Computershare UK at +44 870 702 0000 (if you hold in the U.K. CSN with Computershare).