Liberty Global plc today announced that it commenced “modified Dutch Auction” tender offers to invite its shareholders to tender an aggregate value of up to $2.5 billion of its ordinary shares.
Ordinary share consisting of (i) up to $625 million of its issued and outstanding ordinary Class A shares, nominal value $0.01 per share (each, a “Class A Share”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., each acting as principal (each, a “Counterparty Bank,”
and together, the “Counterparty Banks”), at a price not greater than $29.00 nor less than $25.25 per Class A Share, and (ii) up to $1.875 billion of its issued and outstanding ordinary Class C shares, nominal value $0.01 per share (each, a “Class C Share,” and together with the Class A Shares, the “Shares”), for purchase by the
Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C Share, in each case, in cash, less any applicable withholding taxes and without interest.
The tender offers are made in accordance with the terms and subject to the conditions described in the offer to purchase and other related materials, as may be amended or supplemented from time to time. To ensure compliance with English law, any Shares purchased in the tender offers will initially be purchased by a Counterparty Bank, acting as a principal and not as an agent, nominee or trustee. In turn, each Counterparty Bank will sell, and Liberty Global will purchase from the applicable Counterparty Bank, such Shares at the price paid by such Counterparty Bank in the relevant tender offer (along with certain other costs).
The Company intends to cancel the Shares purchased by it from the Counterparty Banks. The closing price of the Shares on the NASDAQ Global Select Market on August 9, 2019, the last full trading day before the commencement of the tender offers, was $25.98 per Class A Share and $25.85 per Class C Share.
The tender offers are scheduled to expire at one (1) minute after 11:59 P.M., New York City time, on September 9, 2019, unless the offers are extended or terminated. The tender offers are not contingent upon any minimum number of Shares being tendered. However, the tender offers are subject to a number of other terms and conditions, which are described in detail in the offer to purchase filed today with the U.S. Securities and Exchange Commission. Specific instructions and a complete explanation of the terms and conditions of the tender offers are contained in the offer to purchase, the applicable letter of transmittal and other related materials, which will be mailed to shareholders of record promptly after the commencement of the tender offer.
None of the Company, the members of its Board of Directors, the Counterparty Banks, the dealer managers, the information agent or the depositary makes any recommendation as to whether any shareholder should participate or refrain from participating in the tender offers or as to the purchase price(s) at which shareholders may choose to tender their Shares in the tender offers.
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