- A special meeting of Liberty Global shareholders in connection
with the 100% spin-off of Sunrise will be held on October 25,
2024
- Distribution record date set for November 4, 2024
- Distribution date for Sunrise shares in the form of Sunrise
American Depository Shares (ADSs) set for November 12, 2024
- Sunrise Class A ADSs are expected to trade on Nasdaq on a
when-issued basis beginning on November 4, 2024, with the first
regular trading day expected on November 13, 2024
- Sunrise ADSs holders can exchange their ADSs into underlying
Sunrise shares beginning on November 14, 2024
- Sunrise Class A shares will be listed on the SIX Swiss Exchange
with first trading day expected on November 15, 2024
- Sunrise Class A shares are anticipated to be included in the
Swiss Performance Index (SPI) five trading days following the
November 15, 2024 listing on the SIX Swiss Exchange
Liberty Global Ltd. (Liberty Global) (NASDAQ: LBTYA, LBTYB and
LBTYK) today announces that its Board of Directors has set the
record date for the distribution of Sunrise shares in the form of
Sunrise ADSs at the close of business of November 4, 2024, subject
to the approval of the spin-off at the special meeting of Liberty
Global shareholders that will be held on October 25, 2024. After
the spin-off, Sunrise will be an independent, separate publicly
traded Swiss company and Liberty Global will continue to own and
operate its businesses in Belgium, Ireland, Slovakia, the U.K. and
the Netherlands.
Distribution
To facilitate efficient initial settlement mechanics, Liberty
Global has determined to deliver all Sunrise shares distributed in
the spin-off initially in the form of ADSs. Subject to approval by
Liberty Global’s shareholders at the special meeting on October 25,
2024, no further shareholder action is necessary to receive ADSs in
the distribution, and all Liberty Global shareholders who own
Liberty Global shares as of the close of business on the record
date of November 4, 2024 will receive Sunrise ADSs as follows:
- 1 Sunrise Class A ADS for every 5 Liberty Global Class A or
Class C shares
- 2 Sunrise Class B ADSs for every 1 Liberty Global Class B
share
As a reminder, in accordance with Swiss law, one Sunrise Class B
share will have one-tenth of the economic entitlement of one
Sunrise Class A share, but both will have one vote per share. 10
Sunrise Class B shares will therefore represent the same economic
entitlement as one Sunrise Class A share, but 10 times the number
of votes.
The ADS depository will distribute Sunrise shares in the form of
Sunrise ADSs to Liberty Global shareholders on November 12,
2024.
Conversion of Sunrise ADSs into underlying Sunrise
shares
Holders of ADSs who wish to hold the Sunrise shares directly,
rather than in ADS form, will need to cancel the ADSs and withdraw
the underlying shares and deposit such shares with a bank, broker
or other nominee capable of holding and trading the Sunrise shares
on the SIX Swiss Exchange. Sunrise ADS holders should confirm with
their brokers how ADSs or Sunrise shares can be held, purchased,
financed and transferred.
Holders of Sunrise ADSs will be entitled to cancel the Sunrise
ADSs and withdraw the underlying Sunrise shares at any time
beginning on November 14, 2024 as follows:
- 1 Sunrise Class A share for each Sunrise Class A ADS
- 1 Sunrise Class B share for each Sunrise Class B ADS
Sunrise ADS holders who cancel Sunrise ADSs and withdraw the
underlying Sunrise ordinary shares within the first three months
following the spin-off will not have to pay cancellation fees of up
to $0.05 per Sunrise ADS1.
Trading of Sunrise ADSs
Sunrise Class A ADSs will be listed on the Nasdaq Global Select
Market (Nasdaq) for a transitional period only, to facilitate
trading and holding of the Sunrise Class A ADSs after the spin-off.
This transitional period will last approximately nine months from
listing, with the specific date to be determined by the Sunrise
Board of Directors. Sunrise Class B ADSs will not be listed on any
stock exchange and are expected to be tradeable only on the
over-the-counter markets (OTC).
Liberty Global expects that a “when-issued” public trading
market for Sunrise Class A ADSs will commence on the Nasdaq on
November 4, 2024 and will continue up to and including the
distribution date on November 12, 2024 under the ticker symbol
“SNREV”. Liberty Global also anticipates that “regular-way” trading
of Sunrise Class A ADSs will begin on November 13, 2024, under the
ticker symbol “SNRE”.
Beginning on November 4, 2024, and continuing up to and
including November 12, 2024, which is the distribution date, it is
expected that there will be two ways to trade Liberty Global Class
A and Class C common shares on Nasdaq: with or without the
distribution of Sunrise Class A Common Shares in the form of
Sunrise Class A ADSs.
- Liberty Global shareholders who sell their shares of Liberty
Global common shares during this period in the "regular way" market
under the ticker symbols “LBTYA” and “LBTYK” from November 4, 2024
and up to and including the distribution date will also be selling
their right to receive Sunrise Class A ADSs in connection with the
distribution.
- Liberty Global shareholders who sell their shares of Liberty
Global common shares during this period in the "ex-distribution"
market, under the ticker symbols “LBYAV” and “LBYKV” beginning on
November 4, 2024, and continuing until and including the
distribution date, will sell their Liberty Global shares but retain
their right to receive Sunrise Class A ADSs in connection with the
distribution.
In addition, Liberty Global shareholders who sell shares under
the symbol “SNREV” will be selling their right to receive shares of
Sunrise ADSs in connection with the distribution, but will retain
their Liberty Global shares.
Liberty Global Class B shareholders who sell their Class B
shares beginning on November 4, 2024 under the ticker symbol
“LBTYB” will also be selling their right to receive Sunrise Class B
ADSs in connection with the distribution.
After completion of the distribution, beginning on November 13,
2024, Liberty Global will continue to trade on Nasdaq in the
regular way only under the symbols “LBTYA”, “LBTYB”, and
“LBTYK”.
Investors are encouraged to consult with their brokers regarding
the specific implications of buying or selling shares of Liberty
Global on or before the distribution date.
Trading of Sunrise shares and expected inclusion of Sunrise
Class A shares into SPI
Sunrise Class A shares will be listed on the SIX Swiss Exchange
under the symbol “SUNN” with an expected first trading day on
November 15, 2024. Sunrise Class B shares will not be listed on any
exchange. Holders of Sunrise Class B shares may exchange their
Sunrise Class B shares for Sunrise Class A shares at a ratio of 10
to 1.
Sunrise Class A shares are anticipated to be included in the SPI
five SIX trading days following the November 15, 2024 listing on
the SIX Swiss Exchange.
Launch of D.F. King Helpline on October 18, 2024
Liberty Global has engaged D.F. King Ltd. and D.F. King &
Co, Inc. (D.F. King) to act as information agent for the spin-off.
The UK Retail Helpline will be available starting on October 18,
2024, at 9:00 a.m. British Summer Time and the US Retail Helpline
will be available starting on October 18, 2024, at 9:00 a.m.
Eastern Time. Questions from retail holders regarding the spin-off
may be directed to D.F. King at:
UK Retail Helpline operated by D.F. King Ltd.
- Telephone: 0333 300 1933
- Operating hours: 09:00-17:30 (UK Time)
- Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between
09:00-17:30 UK time, Monday to Friday excluding public holidays in
England and Wales
US Retail Helpline operated by D.F. King & Co., Inc.
- Telephone toll-free: (866) 521-4487
- Operating hours 09:00-22:00 (Eastern Time)
- The helpline is open between 09:00-22:00 Eastern time, Monday
to Friday excluding public holidays
Private Client Brokers
- Any intermediary or advisor that represents retail investors
can contact the Retail Information Agent, D.F. King, with questions
concerning the spin-off using the below contact details
- Email: LBTY@dfking.com
Key dates
Date
Event
November 4, 2024
Record date
November 12, 2024
Distribution date
November 13, 2024
Expected first “regular way” trading day
of Sunrise Class A ADSs on Nasdaq
November 15, 2024
Expected first trading day of Sunrise
Class A shares on the SIX Swiss Exchange
J.P. Morgan Securities plc (J.P. Morgan) and UBS AG (UBS) act as
Joint Lead Financial Advisors and Joint Lead Capital Markets
Advisors to Liberty Global, Inc. (LGI), a wholly owned subsidiary
of Liberty Global, on the spin-off, while BNP PARIBAS (BNPP) and
Deutsche Bank AG (DB) act as Joint Capital Market Advisors. A&O
Shearman and Homburger are acting as legal counsel to Liberty
Global and Sunrise.
For more information, please visit www.libertyglobal.com or
https://www.sunrise.ch/en/corporate-communications/investor-relations.
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 85 million*
connections across Europe. Our businesses operate under some of the
best-known consumer brands, including Sunrise in Switzerland,
Telenet in Belgium, Virgin Media in Ireland, UPC in Slovakia,
Virgin Media-O2 in the U.K. and VodafoneZiggo in The Netherlands.
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.
Liberty Global's consolidated businesses generate annual revenue
of more than $7 billion, while the VMO2 JV and the VodafoneZiggo JV
generate combined annual revenue of more than $18 billion.**
Liberty Global Ventures, our global investment arm, has a
portfolio of more than 75 companies and funds across the content,
technology and infrastructure industries, including 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 2023
Liberty Global consolidated results and the combined as reported
full year 2023 results for the VodafoneZiggo JV and full year 2023
U.S. GAAP results for the VMO2 JV.
Sunrise, Telenet, the VMO2 JV and the VodafoneZiggo JV deliver
mobile services as mobile network operators. Virgin Media Ireland
delivers mobile services as a mobile virtual network operator
through third-party networks. UPC Slovakia delivers mobile services
as a reseller of SIM cards.
Liberty Global Ltd. is listed on the Nasdaq Global Select Market
under the symbols "LBTYA", "LBTYB" and "LBTYK".
www.libertyglobal.com
ABOUT Sunrise
Sunrise LLC, a subsidiary wholly owned by Liberty Global, is
Switzerland's largest private telecommunications company.
Sunrise provides high-quality mobile, landline, broadband and TV
services to residential customers. Sunrise offers business
customers 360° communications solutions and integrated ICT
solutions for connectivity, security and IoT from a single source
to take companies forward in their quest for digitalisation. They
benefit from a powerful ecosystem of strategic partners and superb
end-to-end service with solutions perfectly tailored to their
needs.
With its hybrid fibre network, which includes a world-class
mobile network, Sunrise is a leading provider of giga-speed
internet in Switzerland. The Sunrise broadband network reaches more
than 95% of Swiss households with giga speeds and Sunrise provides
5G mobile coverage to practically the whole of the Swiss
population. The Sunrise mobile network is the only network in
Switzerland to have been awarded the highest rating of
«OUTSTANDING» in the connect mobile-network test eight times in a
row. Sunrise offers the highest quality of mobile broadband
Internet and the largest 5G network in Switzerland (connect issue
1/2024).
As of the end of June 2024, the Sunrise customer base included
around 3.3 million mobile, 1.26 million broadband and 1.26 million
TV customers (RGU), as well as thousands of companies as business
customers.
Sunrise boasts a dynamic and international environment where
everyone has a voice, where perspectives are shared and where
values are respected. Being an employer that provides equal
opportunities to a diverse workforce is critical to the success of
the company. Roughly 2,600 employees (FTE) from around 80 nations,
representing many different languages and religions, contribute to
the success of Sunrise with their expertise, innovative thinking
and exceptional commitment, and reflect the diversity of their
customers.
www.sunrise.ch
No Offer to Sell or Solicit
This communication is not an offer to sell or a solicitation of
offers to purchase or subscribe for shares or a solicitation of any
vote or approval. This document is not a prospectus within the
meaning of the Swiss Financial Services Act and not a prospectus
under any other applicable laws. Copies of this document may not be
sent to, distributed in or sent from jurisdictions in which this is
barred or prohibited by law. The information contained herein shall
not constitute an offer to sell or the solicitation of an offer to
buy, in any jurisdiction in which such offer or solicitation would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any jurisdiction and
there shall be no sale of securities in any such jurisdiction.
This announcement is only addressed to and directed at specific
addressees who: (A) if in member states of the European Economic
Area (the EEA) are people who are “qualified investors” within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended)
(the Prospectus Regulation) (Qualified Investors); and (B) if in
the U.K., are “qualified investors” within the meaning of Article
2(e) of the UK version of the Prospectus Regulation as it forms
part of domestic law in the U.K. by virtue of the European Union
(Withdrawal) Act 2018 (the UK Prospectus Regulation) who are: (i)
persons having professional experience in matters relating to
investments who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
Order); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (C) are other persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act
2000 (as amended)) in connection with the sale of any securities of
Sunrise or any member of its group may otherwise lawfully be
communicated or caused to be communicated (all such persons
referred to in (B) and (C) being Relevant Persons). This
announcement must not be acted on or relied on (i) in the U.K., by
persons who are not Relevant Persons and (ii) in any member state
of the EEA by persons who are not Qualified Investors. Any
investment activity to which this announcement relates (i) in the
U.K. is available only to, any may be engaged in only with,
Relevant Persons; and (ii) in any member state of the EEA is
available only to, and may be engaged only with, Qualified
Investors.
This communication is an advertisement for the purposes of the
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended) and underlying legislation. It is not a prospectus. A copy
of any prospectus published by Sunrise will, if approved and
published, be made available for inspection on the Liberty Global’s
website at www.libertyglobal.com subject to certain access
restrictions.
This communication constitutes advertising in accordance with
article 68 of the Swiss Financial Services Act. Such advertisements
are communications to investors aiming to draw their attention to
financial instruments. Any investment decisions with respect to any
securities should not be made based on this advertisement.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
In connection with the spin-off of Liberty Global’s businesses
attributed to Sunrise into a separate publicly traded company (the
Transaction), Sunrise has filed with the Securities and Exchange
Commission (the SEC) a registration statement on Form F-4 (the
Registration Statement). The Registration Statement was declared
effective on September 20, 2024. Liberty Global has mailed the
definitive proxy statement/prospectus (the Proxy Statement) and
other relevant documents to shareholders of Liberty Global as of a
record date, August 28, 2024. LIBERTY GLOBAL SHAREHOLDERS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
PROPOSED TRANSACTION THAT LIBERTY GLOBAL AND SUNRISE HAVE FILED AND
WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE TRANSACTION. Liberty Global shareholders and investors
may obtain free copies of the Proxy Statement and other relevant
materials (when they become available) and other documents filed by
Liberty Global and Sunrise at the SEC’s website at
www.sec.gov.Copies of the Proxy Statement (and other relevant
materials when they become available) and the filings that will be
incorporated by reference therein may also be obtained, without
charge, by contacting Liberty Global’s Investor Relations at
ir@libertyglobal.com or +1 (303) 220-6600.
Participants in the Solicitation
Liberty Global and its directors, executive officers and certain
employees, may be deemed, under rules of the SEC, to be
participants in the solicitation of proxies in respect of the
proposed Transaction. Information regarding Liberty Global’s
directors and executive officers is set forth in Liberty Global’s
filings with the SEC. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is contained
in the Proxy Statement and other relevant materials to be filed
with the SEC (when they become available). These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the spin-off, the listing of
the Sunrise Class A ADSs on Nasdaq, and other information and
statements that are not historical fact. These forward-looking
statements are subject to certain risks and uncertainties, some of
which are beyond the control of Liberty Global and Sunrise, that
could cause actual results to differ materially from those
expressed or implied by these statements. Such risks and
uncertainties include the risk that Liberty Global does not receive
shareholder approval for the spin-off and/or related matters, the
ability of the parties to satisfy the other conditions to the
spin-off on the expected timeframe or at all, the approval of the
Sunrise Class A ADSs for listing on Nasdaq and the development of a
trading market for them, the development of a trading market for
Sunrise shares on the SIX, the Liberty Global Board of Directors’
discretion to decide not to complete the spin-off for any reason,
the parties’ ability to realize the expected benefits from the
spin-off, unanticipated difficulties or costs in connection with
the spin-off, Sunrise’s ability to successfully operate as an
independent public company after the spin-off, and other factors
detailed from time to time in Liberty Global’s filings with the
Securities and Exchange Commission, including its most recently
filed annual report on Form 10-K, as it may be supplemented from
time to time by its quarterly reports and other subsequent
filings.
These forward-looking statements speak only as of the date
hereof. Liberty Global and Sunrise expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in their expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. You are cautioned not to place undue reliance on any
forward-looking statement.
_____________________ 1 Holders of Sunrise ADSs will be
responsible for paying any taxes or other expenses in connection
with such cancellation
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241015388825/en/
Liberty Global Investor Relations Michael Bishop +44 20
8483 6246 ir@libertyglobal.com
Liberty Global Corporate Communications Bill Myers +1 303
437 5880 Matt Beake +44 20 8483 6428 Sunrise Investor
Relations Alex Hermann +41 58 777 61 00
investor.relations@sunrise.net Sunrise Media Relations Rolf
Ziebold +41 58 777 76 66 media@sunrise.net
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