Liberty Global today announced that independent proxy advisory firm Institutional Shareholder Services (ISS) has recommended that Liberty Global’s shareholders vote for all of the company’s proposals in connection with our intention to change the jurisdiction of incorporation of the Liberty Global group from England & Wales to Bermuda.
The ISS recommendation follows a similar recommendation from independent proxy advisory firm Glass, Lewis & Co.
The Board of Directors of Liberty Global is recommending that shareholders support its proposal to redomicile to Bermuda to facilitate value enhancing transactions (such as buybacks, dividends, spin-offs, divestitures and acquisitions) and reduce administrative expenses and burdens, while preserving strong accountability and corporate governance.
In its report, ISS concluded that “the strategic rationale for the transaction… appears sound,” noting that the transaction is expected to result in “reduced administrative burdens to consummate various value-enhancing transactions” and “material long-term cost savings.”
ISS also highlighted certain shareholder protections, including “bylaw provisions to protect unaffiliated shareholders under certain related-party transactions” and “the reduction in voting requirements to effect certain M&A transactions” as reasons to support the proposal.
The redomiciliation would change the jurisdiction of incorporation and governing documents of the parent company, but would have no effect on Liberty Global’s operations and subsidiaries:
- The transaction is not tax-driven; Liberty Global’s revenue and income would remain European-based, and its subsidiaries’ tax residence will not change.
- As a Bermuda company, Liberty Global will continue trading on Nasdaq (under the symbols LBTYA, LBTYB and LBTYK) and will continue to be governed by SEC rules and regulations.
- Liberty Global’s day-to-day operations in all its businesses, including its joint ventures in the U.K. and the Netherlands, will be unaffected.
- There will be no change in Liberty Global’s offices or headquarters, management team, board of directors or employee base and no changes to our customer services and products.
- There will be no material change in Liberty Global’s financial statements and no changes in its financial documents, financings, bonds or credit agreements.
- The proposals facilitate value enhancing transactions, such as buybacks, dividends, spin-offs, divestitures and acquisitions, reduce administrative expenses and burdens, while preserving strong accountability and corporate governance.
Liberty Global’s Board of Directors encourages shareholders to vote for all of the proposals related to the transaction. The special meetings associated with the transaction are being held on July 13, 2023.
Read more about the announcement here.
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