Capital Markets Day took place on September 9th in Zurich. 

watch the replay

View the presentation.

 

The What

New listing

Sunrise Class A common shares to be listed on the SIX Swiss Exchange in Q4 2024. The Sunrise Class B shares will not be listed

Shareholders will receive 'ADSs'

ADSs are foreign shares that can be traded on major US stock exchanges. These ADSs can either be exchanged 1:1 with the new Sunrise shares or traded on the Nasdaq.*

Dividend

Delivers a dividend-in-kind to Liberty Global shareholders, with commitment to an annual dividend floor of CHF 240m

Strong Capital Structure

Liberty Global to inject up to CHF 1.5bn to support deleveraging ahead of spin, funded through expected FCF generation and Liberty Global's corporate liquidity

*Refer to Q+A for more details 

The Why

Unleashing potential

Fully realizes potential of Sunrise as a locally-listed, premium, scaled FMC challenger, building on the successful integration of Sunrise and UPC since their combination in 2020

Attractive Swiss market

Allows shareholders to benefit from a strong Swiss market, excellent cash generation profile of robust networks, market share gains and desirable shareholder distribution policy

Broadening investor base

Enables Liberty Global shareholders to fully participate in the distinct and compelling investment profiles of both Sunrise and Liberty Global, broadening and deepening Sunrise's investor base

The How

Best of both worlds

Gives our experienced management team freedom to accelerate growth and drive shareholder returns, but with continued support from Liberty Global in Technology, Financial and Transitional Service agreements

Tax-efficient

Tax-free distribution to US Liberty Global Shareholders. No change for customers, employees or suppliers

Supportive Swiss backdrop

Supported by positive macro fundamentals, appealing tax environment, low cost of capital, rational three-player market and supportive regulatory framework

"The proposed spin-off is aligned with our strategy of unlocking value by allowing our shareholders to directly participate in the future performance of Sunrise."

Liberty Global CEO Mike Fries

"We are excited at the prospect of being listed in Switzerland once again and providing local and international investors with access to our scaled FMC challenger position in the market."

Sunrise CEO André Krause

Questions and Answers

The Spin-Off

What is Liberty Global proposing to do?

Liberty Global is proposing to effect a series of transactions that, if completed in their entirety, will result in the spin-off of Sunrise following the transfer of the Sunrise Business to Sunrise. After the transaction, Liberty Global will continue to own (in whole or in part) and operate its businesses in Belgium, Ireland, Slovakia, the U.K. and the Netherlands, and Sunrise will operate the Sunrise Business, with Liberty Global and Sunrise operating as independent, separate publicly traded companies.

What will I receive if the spin-off is completed?

If the spin-off is completed, on the effective date of the spin-off, holders of each class of Liberty Global Common Shares as of the Distribution Record Date will be entitled to receive the following shares and cash in lieu of any fractional shares:

  • Liberty Global Class A common shares: one Sunrise Class A Common Share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class A common shares held by any such shareholder on the Distribution Record Date.
  • Liberty Global Class B common shares: two Sunrise Class B Shares, in the form of two Sunrise Class B ADSs, for every Liberty Global Class B common share held by any such shareholder on the Distribution Record Date.
  • Liberty Global Class C common shares: one Sunrise Class A Common Share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class C common shares held by any such shareholder on the Distribution Record Date.

What are American Depositary Shares (ADSs)?

An American depositary share, or ADS, represents a specified number of securities of a non-U.S. company deposited with a custodian bank, also referred to as the depositary. The depositary for the Sunrise ADSs will be JPMorgan Chase Bank, N.A. (“JPMorgan Chase”). Each Sunrise Class A ADS and Sunrise Class B ADS will represent the right to receive, and to exercise the beneficial ownership interests in, one Sunrise Class A Common Share and one Sunrise Class B Share, respectively.

Why am I receiving Sunrise ADSs instead of Sunrise Shares?

Liberty Global has determined to deliver all Sunrise Shares distributed in the spin-off initially in ADS form to facilitate efficient initial settlement mechanics. Among other things, this facilitates delivery of Sunrise Shares to holders of Liberty Global Common Shares whose brokers hold their Liberty Global Common Shares in securities accounts at Depository Trust Company.

Can I elect to receive Sunrise Shares rather than Sunrise ADSs?

No. To facilitate efficient initial settlement mechanics, Liberty Global has determined to deliver all Sunrise Shares distributed in the spin-off initially in ADS form. However, Sunrise ADS holders will be entitled to cancel the Sunrise ADSs and withdraw the underlying Sunrise Shares at any time following the completion of the spin-off.

How can I convert my ADSs into Sunrise Shares?

Sunrise ADS holders who wish to hold the Sunrise Shares directly, rather than in ADS form, will need to deposit such shares with a bank, broker or other nominee capable of holding and trading the Sunrise Shares. Sunrise ADS holders should confirm with their brokers how Sunrise ADSs or Sunrise Shares can be held, purchased, financed and transferred.

Sunrise ADS holders who cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares within the first three months following the spin-off will not have to pay depositary fees of up to $0.05 per Sunrise ADS for such cancellation. Sunrise ADS holders will be responsible for paying any taxes or other expenses in connection with such cancellation and withdrawal.

 

What do I need to do to receive Sunrise Shares in ADS form?

Holders of Liberty Global Common Shares on the Distribution Record Date are not required to pay any cash, or deliver other consideration or give up any Liberty Global Common Shares in order to receive Sunrise Shares in ADS form in the spin-off.

If you hold your Liberty Global Common Shares in book-entry or certificated form, you will not be required to take any specific actions to receive the Sunrise Shares in ADS form to which you are entitled. Sunrise ADSs will not be issued in certificated form. All Liberty Global shareholders, including those holding Liberty Global Common Shares in certificated form, will receive their Sunrise ADSs in book-entry form.

What is the Distribution Record Date?

The Distribution Record Date is the date that the Liberty Board will determine as the record date for the spin-off. Holders of record of Liberty Global Common Shares on the Distribution Record Date will be entitled to receive on the effective date of the spin-off the Sunrise Shares of the applicable class in ADS form, based on the applicable distribution ratio.

Why is the distribution ratio with respect to the Sunrise Class A Common Shares and the Sunrise Class B Shares different?

Swiss law provides that all shares, regardless of class, must have one vote per share. As a result, for Swiss companies, differential voting between classes of shares is implemented by issuing shares with different par values.

The issuance of Sunrise Class B Shares, each of which will have one-tenth of the par value of Sunrise Class A Common Shares but one vote, will help maintain Liberty Global’s historic high vote share structure that Liberty Global’s shareholders are familiar with and ensure continuity with Liberty Global’s principal shareholders.

Since one Sunrise Class B Share will have one-tenth of the economic entitlement of one Sunrise Class A Common Share, but both will have one vote per share, 10 Sunrise Class B Shares will represent the same economic entitlement as one Sunrise Class A Common Share, but 10 times the number of votes, approximating the voting power differential between Liberty Global’s Class A common shares, each of which has one vote per share, and Liberty Global’s Class B common shares, each of which has 10 votes per share. Accordingly, each holder of Liberty Global Class B common shares must receive 10 Sunrise Class B Shares in order to receive an economic entitlement equivalent to one Sunrise Class A Common Share. A ratio of one Sunrise Class A Common Share for every five Liberty Global Class A common shares is therefore equivalent to a distribution ratio of 10 to five (or two to one) Sunrise Class B Shares to Liberty Global Class B common shares.

Is the completion of the spin-off subject to any conditions?

The completion of the spin-off and related transactions is subject to the satisfaction (as determined by the Liberty Board in its sole discretion) of certain conditions, including, among others the approval of the final terms of the spin-off by the Liberty Board and the approval of the holders of the Voting Shares of the spin-off proposal and the share premium reduction proposal at the Special Meeting.

The Liberty Board may not waive any of the conditions to the spin-off, except that the Liberty Board may waive receipt of any material regulatory or contractual approvals that the Liberty Board has determined are required to be obtained in connection with the spin-off.

What if the spin-off is not completed?

If the spin-off is not completed, the Sunrise Business will remain part of Liberty Global, and Liberty Global’s shareholders will continue to hold their existing shares in Liberty Global and will not receive any shares or ADSs in Sunrise.

Are Liberty Global’s shareholders entitled to dissenters’ rights or appraisal rights?

No. You will not be entitled to dissenters’ rights or appraisal rights in connection with the spin-off.

Is Liberty Global required to effect the spin-off if shareholders approve the Proposals?

No. Regardless of receipt of necessary shareholder approval, the Liberty Board is not required to effect the spin-off.

When does Liberty Global expect to complete the spin-off?

If the holders of Voting Shares approve the spin-off at the Special Meeting and all other conditions to the completion of the spin-off are satisfied, Liberty Global currently expects to complete the spin-off during the fourth quarter of 2024. However, even if the holders of Voting Shares approve the spin-off, the Liberty Board may abandon or delay the spin-off.

What happens if I sell my Liberty Global Common Shares before the Distribution Record Date?

If you sell your Liberty Global Common Shares before the Distribution Record Date, the right to receive Sunrise ADSs (and any cash in lieu of fractional Sunrise Class A ADSs) which you would otherwise be entitled to receive in connection with the spin-off will transfer to the person to whom you sell your Liberty Global Common Shares. In order to be entitled to receive the Sunrise ADSs (and any cash in lieu of fractional Sunrise Class A ADSs) in connection with the spin-off as a Liberty Global shareholder, you must own your shares on the Distribution Record Date.

Trading of Sunrise Securities

Will ADS and Sunrise Shares be listed on an exchange?

Sunrise Class A Common Shares will be listed on the SIX and Sunrise has applied to list the Sunrise Class A ADSs on the Nasdaq Global Select Market (“Nasdaq”). The Nasdaq listing of the Sunrise Class A ADSs will be for a transitional period only, to facilitate trading and holding of the Sunrise Class A ADSs after the spin-off. This transitional period will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date which will be approximately nine months thereafter, with the specific date to be determined. Sunrise could elect to shorten or extend the transitional period based upon facts and circumstances at the time.

Neither the Sunrise Class B Shares nor the Sunrise Class B ADSs will be listed on any stock exchange in any jurisdiction.

What happens to the Nasdaq listing at the end of the transitional period?

Sunrise Class A ADS holders should prepare for a delisting at the end of the transitional period. Upon the expiration of the transitional period and delisting, Sunrise Class A ADSs will trade in the U.S. in the over-the-counter market and holders of the Sunrise Class A ADS should plan to manage their holdings and brokerage accounts accordingly. For example, such holders may wish to cancel their Sunrise Class A ADSs and withdraw the underlying Sunrise Class A Common Shares prior to the termination of the Nasdaq listing.

Can I convert unlisted Sunrise Class B Shares into listed Sunrise Class A Common Shares?

Sunrise Class B Shares can be exchanged for Sunrise Class A Common Shares in accordance with the terms of Sunrise’s articles of association at a ratio of 10 Sunrise Class B Shares for one Sunrise Class A Common Share. The resulting Sunrise Class A Common Shares must be deposited with a bank, broker or other nominee capable of holding and trading the Sunrise Class A Common Shares on the SIX before they can be traded on the SIX.

Can I convert Sunrise Class B ADSs into Sunrise Class A ADSs or directly into Sunrise Class A Common Shares?

No. Sunrise Class B ADSs cannot be exchanged for Sunrise Class A ADSs or directly for Sunrise Class A Common Shares. Holders of Sunrise Class B ADSs who wish to trade on the SIX at any time following the completion of the spin-off will need to cancel their Sunrise Class B ADSs, withdraw the underlying Sunrise Class B Shares and exchange such shares for Sunrise Class A Common Shares at a ratio of 10 Sunrise Class B Shares for one Sunrise Class A Common Share.

What are some of the important differences between being a holder of Sunrise ADSs and a holder of Sunrise Shares?

As a Sunrise ADS holder, the depositary will be the direct shareholder of record of Sunrise, but through your ownership of the Sunrise ADS, you will have the right to receive, and to exercise the beneficial ownership in, one Sunrise Share of the applicable class, including to exercise voting rights through the depositary. Because the depositary or its nominee will be the direct shareholder of record for the Sunrise Shares represented by all outstanding Sunrise ADSs, shareholder rights will rest with the depositary or its nominee and will be governed by the laws of Switzerland and Sunrise’s articles of association. Your rights will be those of a Sunrise ADS holder. A deposit agreement among Sunrise, the depositary and you as a Sunrise ADS holder, and all other holders and beneficial owners from time to time of the applicable Sunrise ADSs, will set out your rights as the holder of the applicable Sunrise ADSs. You will have the right to, at any time and at your option, cancel your Sunrise ADSs and withdraw the applicable class of Sunrise Shares.

Cash dividends paid in respect of Sunrise ADSs will be subject to applicable fees and expenses incurred by the depositary in connection with the distribution thereof in the amount of up to $0.05 per Sunrise ADS (depending on the amount of dividend), while no such fees and expenses would be payable by direct holders of the Sunrise Shares.

Sunrise ADS holders will vote the underlying Sunrise Shares by instructing the depositary how to vote the Sunrise Shares underlying their Sunrise ADSs, while holders of Sunrise Shares will vote directly or by instructing the independent proxy at any general meetings of Sunrise.

How do I trade my Sunrise Class A ADSs?

The only listed trading market for either class of the Sunrise ADSs will be Nasdaq, where Sunrise has applied to list the Sunrise Class A ADSs. Trading in Sunrise Class A Common Shares and Sunrise Class A ADSs is expected to begin on the SIX and on Nasdaq, respectively, on a Swiss or U.S. business day, as applicable, after the date that Liberty Global completes the spin-off.

In addition, at any time following the spin-off and regardless of whether the Sunrise Class A ADSs are listed on Nasdaq, as a Sunrise Class A ADS holder, you can trade on the SIX if you cancel your Sunrise Class A ADSs, withdraw the underlying Sunrise Class A Common Shares and deposit such shares with a bank, broker or other nominee capable of holding and trading the Sunrise Class A Common Shares on the SIX.

How do I trade my Sunrise Class B ADSs?

Neither the Sunrise Class B Shares nor the Sunrise Class B ADSs will be listed on any stock exchange in any jurisdiction. Trading in the Sunrise Class B ADSs, if any, will only take place in the United States OTC. OTC trading is generally much more limited than trading on any national securities exchange and is subject to greater volatility. There can be no assurance that a viable and active trading market will develop in the Sunrise Class B ADSs.

You may, however, trade on the SIX if you cancel your Sunrise Class B ADSs, withdraw the underlying Sunrise Class B Shares, exchange the Sunrise Class B Shares for Sunrise Class A Common Shares in accordance with the terms of Sunrise’s articles of association and deposit the resulting Sunrise Class A Common Shares with a bank, broker or other nominee capable of holding and trading the Sunrise Class A Common Shares on the SIX. Holders of Sunrise Class A Common Shares can deposit these in the ADS program and receive Sunrise Class A ADSs accordingly.

How can I trade on the SIX?

Since as a Liberty Global shareholder you will initially receive Sunrise Shares in ADS form in the spin-off, before they can place an on-market trade for their Sunrise Shares on the SIX, you will first need to cancel your Sunrise ADSs and acquire direct ownership of Sunrise Class A Common Shares.

Only Sunrise Class A Common Shares, but not Sunrise Class B Shares, will trade on the SIX. Accordingly, if you are a holder of Sunrise Class B ADSs and wish to trade on the SIX, you would need to cancel your Sunrise Class B ADSs and withdraw the underlying Sunrise Class B Shares, and then exchange those Sunrise Class B Shares for Sunrise Class A Common Shares in accordance with Sunrise’s articles of association, at a ratio of 10 Sunrise Class B Shares for one Sunrise Class A Common Share. You can then trade the resulting Sunrise Class A Common Shares on the SIX. Sunrise Class B ADSs cannot be exchanged for Sunrise Class A ADSs. Sunrise ADS holders who wish to hold the Sunrise Shares directly, rather than in ADS form, or trade the Sunrise Class A Common Shares on the SIX at any time following the spin-off, will need to deposit such shares with a bank, broker or other nominee capable of holding the Sunrise Shares and trading the Sunrise Class A Common Shares on the SIX.

Liberty Global strongly encourages you to contact your bank, broker or other nominee through which you currently hold your Liberty Global Common Shares to inquire about their capability to hold the Sunrise Shares and trade the Sunrise Class A Common Shares on the SIX. Not all U.S. based banks, brokers and other nominees have that capability. Even if your bank, broker or other nominee has that capability, it may take some time for it to take necessary action to enable you to hold the Sunrise Shares or trade the Sunrise Class A Common Shares on the SIX through it, so Liberty Global suggests that you commence this process well in advance of any desired trading of Sunrise Class A Common Shares on the SIX. Your ability to hold your Sunrise Shares with an eligible broker, bank or other nominee will depend not only on such entity’s operational capabilities, but also on the policies of, and arrangements with such entity, and if you are unable to do so for any reason, you will not be able to sell your Sunrise Class A Common Shares on the SIX.

Liberty Global also strongly encourages you to contact your bank, broker or other nominee about initiating the process for cancelling your Sunrise ADSs and acquiring direct ownership of the underlying Sunrise Class A Common Shares as soon as possible if you wish to trade Sunrise Class A Common Shares on the SIX as soon as such trading commences.

 

How do I trade my Sunrise Class B Shares?

Because the Sunrise Class B Shares will not be listed on the SIX and cannot be traded OTC in the United States (other than in ADS form), you will not be able to trade your Sunrise Class B Shares unless you exchange them for Sunrise Class A Common Shares. You can exchange your Sunrise Class B Shares for Sunrise Class A Common Shares in accordance with Sunrise’s articles of association, at a ratio of 10 Sunrise Class B Shares for one Sunrise Class A Common Share. The Sunrise Class A Common Shares can be traded on the SIX through a broker capable of supporting such trading.

Do I have to cancel my Sunrise ADSs and withdraw my Sunrise Shares?

No. You will only have to cancel your Sunrise ADSs and withdraw the underlying Sunrise Shares if you wish to trade on the SIX. However, Liberty Global expects that Sunrise ADS holders who cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares for trading on the SIX will gain access to what Liberty Global believes will be a more liquid trading market for their Sunrise Shares. Such holders will also become direct shareholders of Sunrise, such that they will be able to vote directly at Sunrise’s shareholder meetings and receive any dividends directly from Sunrise without payment of fees of up to $0.05 per Sunrise ADS (depending on amount of the dividend) to JPMorgan Chase, among other possible benefits.

Sunrise ADS holders who cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares within the first three months following the spin-off will not have to pay depositary fees of up to $0.05 per Sunrise ADS for such cancellation. Sunrise ADS holders will be responsible for paying any taxes or other expenses in connection with such cancellation and withdrawal.

The Nasdaq listing of the Sunrise Class A ADSs will be for a transitional period and will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date which will be approximately nine months thereafter, with the specific date to be determined.

How can I cancel my Sunrise ADSs and withdraw Sunrise Shares?

The cancellation of Sunrise ADSs and the withdrawal of the underlying Sunrise Shares will be governed by the deposit agreement applicable to the relevant Sunrise ADSs and the procedures of the depositary. The deposit agreements provide that, among other things, if a holder of Sunrise ADSs tenders Sunrise ADSs to the depositary for cancellation together with proper instructions and documentation and the payment of applicable fees, charges and taxes as set forth in the applicable deposit agreement, the depositary will deliver to such holder of Sunrise ADSs or, upon such holder’s written order, another person, the underlying Sunrise Shares, subject only to compliance with applicable law and any temporary delays caused by the closing of the Sunrise ADS register by the depositary or of Sunrise’s share register by Sunrise in connection with, among other things, voting at a shareholders’ meeting, or the payment of dividends.

Holders of Sunrise ADSs who cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares within the first three months following the spin-off will not have to pay depositary fees of up to $0.05 per Sunrise ADS for such cancellation. Holders of Sunrise ADSs will be responsible for paying any taxes or other expenses in connection with such cancellation and withdrawal.

If you wish to hold the Sunrise Shares directly, rather than in ADS form, or trade the Sunrise Class A Common Shares on the SIX at any time following the spin-off, Liberty Global strongly encourages you to contact your bank, broker or other nominee through which you currently hold your Liberty Global Common Shares or other securities to inquire about their capability to hold the Sunrise Shares and trade the Sunrise Class A Common Shares on the SIX.

 

Tax Considerations

What are the U.S. federal income tax consequences to me of the spin-off?

For U.S. federal income tax purposes, no gain or loss will be recognized by, or be includible in the income of, a U.S. Holder (as defined in “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” of the F-4 filing) as a result of the spin-off, except with respect to any cash (if any) received by Liberty Global’s shareholders in lieu of fractional Sunrise Class A ADSs. After the spin-off, Liberty Global’s shareholders will allocate their basis in their Liberty Global Common Shares held immediately before the spin-off between their Liberty Global Common Shares and their Sunrise ADSs in proportion to their relative fair market values on the date of the spin-off. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” in the F-4 filing for more information regarding the potential tax consequences to you of the spin-off.

What are the Swiss income tax consequences to me of the spin-off?

If you are a Swiss resident holder, no gain or loss should arise or be included in your income for Swiss tax purposes as a result of the spin-off, provided that you are a Swiss Holder (as defined in “The Spin-Off—Material Swiss Tax Consequences of the Spin-Off” of the F-4 filing) who holds Liberty Global Common Shares as a business asset and correctly maintains the tax and book value of your Liberty Global Common Shares.

If you are a Swiss Holder that holds Liberty Global Common Shares as business assets and you are classified as a “professional securities dealer” or if you are a legal entity and you receive cash in lieu of a fractional Sunrise ADS, then you will generally recognize a capital gain or loss measured by the difference between the cash received for such fractional Sunrise ADS and your tax basis in such fractional Sunrise ADS.

If you are a Swiss Holder who holds Liberty Global Common Shares as private assets and you receive cash in lieu of a fractional Sunrise ADS, the receipt of such cash will be tax-free to you.

What are the U.K. tax consequences to me of the spin-off?

Holders of Liberty Global Common Shares should not be taxed to income for U.K. tax purposes, nor recognize any gain or loss for the purposes of U.K. taxation of chargeable gains, solely as a result of the spin-off (except, potentially, with respect to any cash (if any) received in lieu of fractional Sunrise ADSs, and on the basis and subject to the matters described in “The Spin-Off—Material U.K. Tax Consequences of the Spin-Off” of the F-4 filing).

CONTACT US

 For further information please refer to our preliminary F4 filing in the key document section or get in touch below.

Liberty Global IR team

Innisfree is acting as proxy solicitation agent for the Special Meeting, contact them on:

 +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

Board of Directors

Adam Bird

Director

Ingrid Deltenre

Director

Mike Fries

Chairman

Thomas D. Meyer

Director

Catherine Mühlemann

Director

Enrique Rodriguez

Director

Lutz Schüler

Director

Timeline

16 February: Announcement

Liberty Global announces intention to spin off 100% of Sunrise to shareholders.

30 August: Latest Registration Statement and Preliminary Proxy Statement Filing

9 September: Capital Markets Day

Sunrise CEO, Andre Krause, to address shareholders

October/November: Shareholder Meeting

Special meeting of Liberty Global shareholders to approve spin-off

Fourth Quarter: Spin-off completes

On-track for Q4 2024 completion