Liberty Global Ltd. (Liberty Global) (NASDAQ: LBTYA, LBTYB and
LBTYK) today announces that it has completed the previously
announced spin-off of its Swiss business, Sunrise, into a separate
publicly traded company.
The completion follows the approval of the transaction at a
special meeting of Liberty Global shareholders on October 25, 2024.
Liberty Global will continue to own and operate its Liberty Telecom
businesses in Belgium, Ireland, Slovakia, the U.K. and the
Netherlands.
Mike Fries, CEO, Liberty Global, and incoming Chairman of
Sunrise, comments: “The successful completion of the spin-off marks
an important milestone in our ongoing strategy to unlock value for
Liberty Global shareholders, allowing them to directly participate
in the future performance of Sunrise with its strong capital
structure, attractive equity story, future cash generation
potential and scope for dividends. Under the leadership of its
experienced management team, Sunrise is well-positioned to continue
to deliver innovative solutions and superior connectivity to Swiss
consumers and businesses."
Trading
Sunrise shares, in the form of Sunrise American Depository
Shares (ADSs), will be distributed to Liberty Global shareholders
by the ADS depository on November 12, 2024. Liberty Global
shareholders will receive 1 Sunrise Class A ADS for every 5 Class A
or Class C Liberty Global shares held as of the close of business
on the distribution record date of November 4, 2024, and 2 Class B
ADSs for every 1 Liberty Global Class B share. As of the spin-off,
68,759,702 Sunrise Class A Common Shares and 25,977,316 Sunrise
Class B Shares will be outstanding.
Sunrise Class A ADS will commence trading on the Nasdaq under
the ticker symbol "SNRE" on November 13, and the Sunrise Class A
common shares on the SIX Swiss Exchange under the ticker symbol
"SUNN" on November 15. Sunrise Class A shares are anticipated to be
included in the Swiss Performance Index five trading days following
November 15, 2024.
Holders of ADSs who wish to hold the Sunrise shares directly,
rather than in ADS form, will need to cancel the ADSs, 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,
sold, 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 their 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.
Shareholder Resources
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.
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
1 Holders of Sunrise ADSs will be responsible for paying any
taxes or other expenses in connection with such cancellation
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world
leader in converged broadband, video and mobile communications
services. Liberty Telecom delivers next-generation products through
advanced fiber and 5G networks, and currently provide over 80
million* connections across Europe. Our businesses operate under
some of the best-known consumer brands, including 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 $4 billion, while the VMO2 JV and the VodafoneZiggo JV
generate combined annual revenue of more than $18 billion.**
Liberty Growth, 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.
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 GmbH, a former subsidiary of 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 September 2024, the Sunrise customer base
included around 3.1 million mobile, 1.1 million broadband and 1.0
million enhanced 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 UK, 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 UK 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 UK, 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
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.
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 of Liberty
Global’s businesses attributed to Sunrise into a separate publicly
traded company (the Transaction) 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 Liberty Global’s and Sunrise’s control, that could
cause actual results to differ materially from those expressed or
implied by these statements. Such risks and uncertainties include
the trading and development of a trading market for Sunrise’s Class
A shares on the SIX Swiss Exchange and for Sunrise’s Class A
American depositary shares on the Nasdaq Global Select Market,
Liberty Global’s ability to realize the expected benefits from the
Transaction, unanticipated difficulties or costs in connection with
the Transaction, Sunrise’s ability to successfully operate as an
independent public company and maintain its relationships with
material counterparties after the Transaction and other factors
detailed from time to time in Liberty Global’s or Sunrise’s filings
with the Securities and Exchange Commission, including Liberty
Global’s most recently filed annual report on Form 10-K, as it may
be supplemented from time to time by Liberty Global’s 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 Liberty Global’s or Sunrise’s 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.
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in any jurisdiction in which the
release, publication or distribution would be unlawful.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241108217568/en/
For more information, please visit www.libertyglobal.com or
https://www.sunrise.ch/en/corporate-communications/investor-relations
or contact:
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 Herrmann +41 58 777 61 00
investor.relations@sunrise.net
Sunrise Media Relations Rolf Ziebold +41 58 777 76 66
media@sunrise.net
Liberty Global (NASDAQ:LBTYB)
過去 株価チャート
から 10 2024 まで 11 2024
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