Public takeover offer for Telenet by Liberty Global

Voluntary and conditional public takeover bid in cash for all shares of Telenet Group Holding NV

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:

  • I am a resident of Belgium, or the United States of America, or of another jurisdiction, in which I certify that I am legally entitled to access information and documents relating to the Offer without any formality or publicity being required on the part of the Offeror;
  • I undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Offer, to which I am to access to persons residing in any country other than Belgium, the United States of America (to the extent applicable), or other permissible jurisdictions;
  • I confirm that I intend to access these documents for informational purposes only, that I have read and understood this disclaimer, and I agree to be bound by each of the terms of this disclaimer.
Yes, I confirm
No, I do not confirm

Forward-Looking Statement

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.

Public takeover offer for Telenet by Liberty Global

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.

Liberty Global has acquired 100% of Telenet following the simplified squeeze-out and Telenet has now been de-listed

Key points

  • All-cash offer of €22.00 per share
    Reduced by the payment of a gross dividend of €1.00 per share, as approved by Telenet’s AGM on 26 April 2023 and paid on 5 May 2023
  • 59% premium
    on Telenet closing price on 15th March, 2023
  • 52% premium
    on Telenet volume-weighted average price over one month before 15 March 2023
  • 22% premium
    on Telenet volume-weighted average price over twelve months before 15 March 2023
  • Offer has unanimous support of Telenet’s Board of Directors
    Read more
  • An Independent Expert’s Report has been produced by Lazard BV/SRL, appointed by Telenet’s independent directors
    Download report
  • The prospectus drawn up by Liberty Global and the response Memorandum drawn up by Telenet have been approved by Belgium’s FSMA. The FSMA’s approval does not imply any opinion by the FSMA on the merits or the quality of the offer.


8 June 2023 (9.00am CET)
Opening of the Initial Acceptance Period
12 July 2023 (4.00pm CET)
Closing of the Initial Acceptance Period
19 July 2023
Publication of the results of the Initial Acceptance Period (and confirmation by the Offeror as to whether the Conditions of the Offer have been met and, if not, whether or not the Offeror waives the Conditions)
26 July 2023
Initial Payment Date
24 August (9am CET)
Reopening of acceptance period
13 September (4pm CET)
Second acceptance period closes
20 September
Publication of results of second acceptance period
21 September 2023
Payment date for shares tendered during mandatory reopening period
22 September 2023
Offer reopens as a Simplified Squeeze-Out
On or around 27 September
Second payment date
13 October 2023
Simplified Squeeze-Out period closes at 4pm CET. All Telenet shares delisted from Euronext Brussels at close of trade
16 October 2023
Liberty Global acquires 100% of Telenet following Simplified Squeeze-out
19 October 2023
Payment for shares tendered during Simplified Squeeze-out Period

Key documents

Telenet press release on Liberty Global's acquisition of 100% of Telenet
Liberty Global press release on its acquisition of 100% of Telenet
Telenet Press Release for the reopening of the offer as a Simplified Squeeze-Out
Liberty Global Press Release for the reopening of the offer as a Simplified Squeeze-Out
Telenet Press Release for reopening of the Acceptance Period
Liberty Global Press Release for reopening of the Acceptance Period
Telenet Press Release for results of initial acceptance period
Liberty Global Press Release for results of initial acceptance period
Liberty Global press release for prospectus publication
Telenet press release on prospectus publication
Acceptance form - Dematerialised shares
Acceptance form - Registered shares
Independent Expert's Report
Response Memorandum
Voluntary and conditional cash offer by Liberty Global
Article 8 Liberty Global plc subsidiary Liberty Global Belgium Holding BV Intends to Launch Voluntary and Conditional Public Takeover Bid for Telenet Group Holding
Liberty Global to Launch Voluntary and Conditional Public Takeover Bid for its Subsidiary Telenet Group Holding

Information in this section qualifies as advertisement in the sense of Article 31 of the Law of 1 April 2007 on public takeover bids.

"The Telenet board of directors supports and recommends the Liberty Global offer, as it recognizes the potential of Telenet's future and its strategy to unlock a new era of growth and pursue bold strategies, foster innovation, and create lasting value for our stakeholders and customers."
Jo Van Biesbroeck, Chairman

What do shareholders need to know?

What’s the status of Liberty Global’s bid for Telenet?
Is the Telenet Board supportive of the bid?
What is the offer price?
Do I have to pay any fees or commissions for accepting the offer?
More FAQs

Shareholder Helpline (Belgium only): 0800 74 972.

What the specialists say

"It is our view that this reopened offer will be successful and Telenet absorbed into the larger Liberty Global universe."
Martin Hammerschmidt, Citi
"We think the delisting is now very likely after the closing of the second acceptance period."
Michiel Declercq, KBC Securities
"We still expect the deal to go ahead as planned, and advise any shareholders to accept the offer of €21.0 per share."
Konrad Zomer, ABN AMRO ODDO
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