You wish to access a web page dedicated to documents and information relating to the voluntary and conditional public takeover bid in cash filed by Liberty Global Belgium Holding B.V. (the “Offeror”) for all shares of the company Telenet Group Holding NV (“Telenet”) that the Offeror does not already hold or that are not held by Telenet, pursuant to the Belgian Act of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Offer”).
To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.
Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. The documents relating to the Offer (including, notably, the prospectus prepared by the Offeror and the annexes thereto, including the acceptance forms) (the “Offer Documentation”) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in any jurisdiction in which such an offer or solicitation is unlawful or to any person to whom such an offer or solicitation could not be duly made. The Offer is made in accordance with all applicable laws and certain provisions of the securities laws of Belgium. The Offer has not been registered or approved outside of Belgium and no action will be taken to register it or have it approved in another jurisdiction or to otherwise allow for a public takeover bid in another jurisdiction. The information contained in the Offer Documentation is neither to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in countries in which it is not legally permissible, nor to be made available to residents of such countries. The holders of the Telenet shares can only participate in the Offer if permitted by the local laws to which they are subject, without the Offeror having to carry out additional formalities. Participation in the Offer and the distribution of the Offer Documentation as well as of the information relating to the Offer may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Offer will not be made to persons subject to such restrictions, whether directly or indirectly, and cannot be accepted in any way in a country in which the Offer would be subject to such restrictions. Accordingly, persons in possession of the Offer Documentation and the information relating to the Offer are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. Any acceptance of the Offer that could be assumed as resulting from a violation of these restrictions shall be deemed void. The Offeror, its affiliates and its advisors decline any liability for any violation, by any person, of any such local rules and restrictions. The Offer will be made in the U.S. in reliance on, and in compliance with, Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and the “Tier II” exemption provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Belgian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. procedures and laws. U.S. shareholders should note that Telenet is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the U.S. Exchange Act or required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. It may be difficult for U.S. shareholders to enforce certain rights and claims arising in connection with the Offer under U.S. federal securities laws since Telenet and the Offeror are located outside the United States and most of its officers and directors may reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court’s judgment. To the extent permissible under applicable laws and regulations (including Rule 14e-5 under the U.S. Exchange Act and any exemptive relief granted by the SEC therefrom), and in accordance with customary Belgian practice, the Offeror, its nominees or brokers (acting as agents), or any of its or their affiliates, may make certain purchases of, or arrangements to purchase, shares outside the United States following the announcement of the Offeror’s commencement of the Offer and during the period in which the Offer remains open for acceptance, including sales and purchases of shares effected by any investment bank acting as market maker in the shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the U.S. Exchange Act by virtue of Rule 14e-5(b) thereunder, such purchases, or arrangements to purchase must comply with applicable Belgian law and regulation and the relevant provisions of the U.S. Exchange Act. Any information about such purchases will be disclosed as required in Belgium and the United States. Furthermore, this website does not constitute or form part of an offer to sell, nor does it constitute a solicitation of an order to buy financial instruments in the United States or in any other jurisdiction. It is your responsibility to ensure that you comply with all applicable laws and regulations. If you have any doubt as to whether you are in compliance with applicable restrictions, we recommend that you do not access the page dedicated to the Offer on this website. Accordingly, for the reasons mentioned above, the access to information and documents contained in the web pages that follow is limited to the sole holders of Telenet shares residing in Belgium, the United States of America (to the extent applicable), and certain other jurisdictions. The Offer is being made only through the Offer Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE OFFER. To access this page of our website which is dedicated to the distribution of documents and information relating to the Offer, you must confirm that the following statements are accurate:
This website page contains forward-looking statements within the meaning of the U.S. federal securities laws, including the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” and similar expressions and variations or negatives of these words. These forward-looking statements may include, among other things, statements relating to the outlook of Telenet and Liberty Global plc (“Liberty Global); operational expectations, including with respect to the development, launch and benefits of innovative and advanced products and services, including gigabit speeds, new technology and next generation platform rollouts or launches; future growth prospects and opportunities, results of operations, uses of cash, tax rates, and other measures that may impact the financial performance of the companies; anticipated benefits and synergies and estimated costs of the proposed transaction; the expected timing of completion of the proposed transaction; and other information and statements that are not historical facts. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include events that are outside of the control of the parties, such as: (i) Telenet, Liberty Global, and our respective operating companies’ ability to meet challenges from competition and to achieve forecasted financial and operating targets; (ii) the effects of changes in laws or regulations; (iii) general economic, legislative, political and regulatory factors, and the impact of weather conditions, natural disasters, or any epidemic, pandemic or disease outbreak (including COVID-19); (iv) Telenet, Liberty Global, and our respective affiliates’ ability to satisfy the conditions to the consummation of the proposed transaction; (v) the proposed transaction may not be completed on anticipated terms and timing or completed at all; (vi) the outcome of any potential litigation that may be instituted with respect to the proposed transaction; (vii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, economic performance, indebtedness, financial condition on the future prospects and business of Telenet and Liberty Global’s Belgium business after the consummation of the proposed transaction; (viii) any negative effects of the announcement, pendency or consummation of the proposed transaction; and (ix) management’s response to any of the aforementioned factors. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see Liberty Global’s filings with the SEC, including Liberty Global’s most recently filed Form 10-K and Form 10-Q, as well as the documents filed by Telenet before the Belgium Financial Services and Markets Authority. These forward-looking statements speak only as of the publication date of this website page. Telenet and Liberty Global expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Telenet’s majority shareholder, Liberty Global, has launched a voluntary and conditional cash offer for all the Telenet shares it does not already own, for €22.00 a share, less €1.00 gross dividend per share, resulting in an amount of €21.00 a share.
Information in this section qualifies as advertisement in the sense of Article 31 of the Law of 1 April 2007 on public takeover bids.
Liberty Global announced on Wednesday, 20 September 2023 the reopening of its bid as a simplified squeeze-out. The press release can be found here.
The simplified squeeze-out opens at 9.00am CET on Friday, 22 September 2023 and will close at 4.00pm CET on Friday, 13 October 2023 (the Simplified Squeeze-out Period).
Shares not tendered by the end of the Simplified Squeeze-Out Period will be deemed to have automatically transferred to the bidder at the end of the Simplified Squeeze-Out Period, and the funds required to pay the bid price for such non-tendered shares will be deposited with the Deposit and Consignment Office.
On Friday, 13 October 2023, at the end of the Simplified Squeeze-Out Period, all Telenet shares will be delisted from Euronext Brussels.
Yes, the Telenet Board unanimously supports the transaction and recommends its shareholders to accept the offer (please see the response memorandum from the Telenet Board of Directors and the announcement published by Telenet)
The offer price of EUR 22.00 per share (less the gross dividend of EUR 1.00 per share paid following
approval by Telenet’s ordinary general meeting of 26 April 2023 and payment thereof on 5 May 2023, resulting in an amount of EUR 21.00 per share), offering cash value. It represents:
• a premium of 59% compared to the Telenet closing price on 15 March 2023
• a premium of 52% compared to the volume-weighted average trading price of Telenet over one
month before 15 March 2023
• a premium of 22% compared to the volume-weighted average trading price of Telenet over
twelve months before 15 March 2023.
If you are a Telenet shareholder who has still to accept the offer and you are in any doubt as to the action you should take, you are recommended to consult your stockbroker, bank, solicitor, accountant, or independent financial adviser without delay.
BNP Paribas Fortis SA acts as the centralizing receiving agent in the framework of the offer.
Acceptance of the offer may be made free of charge to BNP Paribas Fortis NV/SA, by submitting the completed and signed Acceptance Form. Shareholders who register their acceptance with a financial intermediary that is not the centralising receiving agent must inform themselves of any additional fees that may be charged by such parties and are responsible for the payment of such additional fees.
Shareholder Helpline (Belgium only): 0800 74 972.