Independent Proxy Advisor Glass Lewis Recommends Shareholders Vote for All Proposals Related to Liberty Global’s Change of Incorporation
28 Juin 2023 - 7:00AM
Business Wire
Glass Lewis states “we agree with the board’s rationale that the
change in domicile is in the best interests of shareholders”
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and
LBTYK) today announced that in its report issued June 23, 2023,
independent proxy advisory firm Glass, Lewis & Co. (“Glass
Lewis”) has recommended that Liberty Global’s shareholders vote for
all of the Company’s proposals in connection with Liberty Global’s
intention to change its place of incorporation from England &
Wales to Bermuda.
In its report, Glass Lewis concluded, “On balance, we agree with
the board’s rationale that the change in domicile is in the best
interests of shareholders.”
Commenting on the Glass Lewis recommendation, Liberty Global
stated the following:
“Liberty Global appreciates Glass Lewis’ support for our
proposal to change our incorporation from England & Wales to
Bermuda. The principal reasons for the proposal are to enable
future shareholder value creation by moving to a jurisdiction that
makes it substantially easier to facilitate corporate transactions,
such as buy-backs and self-tender offers, spin offs and split offs
and reduce administrative burdens and expense, while maintaining
robust shareholder rights and protections. We remain committed to
our UK and European customers, employees and businesses, Bermuda’s
U.S.-style governance is more aligned with the expectations of our
largely U.S. shareholder base.”
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.
Liberty Global’s Board of Directors urges shareholders to vote
for all of its proposals related to its change of
incorporation.
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world
leader in converged broadband, video and mobile communications
services. We deliver next-generation products through advanced
fiber and 5G networks, and currently provide over 86 million
connections* across Europe and the United Kingdom. Our businesses
operate under some of the best-known consumer brands, including
Virgin Media-O2 in the U.K., VodafoneZiggo in The Netherlands,
Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland
and UPC in Slovakia. Through our substantial scale and commitment
to innovation, we are building Tomorrow’s Connections Today,
investing in the infrastructure and platforms that empower our
customers to make the most of the digital revolution, while
deploying the advanced technologies that nations and economies need
to thrive.
Our consolidated businesses generate annual revenue of more than
$7 billion, while the VMO2 JV and VodafoneZiggo JV generate
combined annual revenue of more than $17 billion.**
Liberty Global Ventures, our global investment arm, has a
portfolio of more than 75 companies across content, technology and
infrastructure, including strategic stakes in companies like ITV,
Televisa Univision, Plume, AtlasEdge and the Formula E racing
series.
* Represents aggregate consolidated and 50% owned
non-consolidated fixed and mobile subscribers. Includes wholesale
mobile connections of the VMO2 JV and B2B fixed subscribers of the
VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2022
Liberty Global consolidated results (excluding revenue from Poland)
and the combined as reported full year 2022 results for the
VodafoneZiggo JV and full year 2022 U.S. GAAP results for the VMO2
JV. For more information, please visit www.libertyglobal.com.
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