UK comms giant proposes move to Bermuda
The parent company of Liberty Global, the UK communications giant, is proposing to redomicile to the island.
A preliminary proxy statement has been filed with the US Securities and Exchange Commission, necessary because the company is listed on Nasdaq, by Michael T Fries, president and chief executive officer of Liberty Global plc.
Addressing the company’s shareholders, he wrote: “We are proposing to redomicile our parent company, Liberty Global plc, by changing its jurisdiction of incorporation to Bermuda.
“Today, we are incorporated as an England and Wales company, listed on Nasdaq, and as a result there are cumbersome administrative processes. The proposed transaction will have no change to our listing on Nasdaq, our day-to-day operations or the tax residence of our operating companies...”
He added: “The principal objective of the change in jurisdiction of incorporation is to facilitate shareholder value creation by aligning the US style corporate law of Bermuda with our listing on Nasdaq and the expectations of our largely US shareholder base.
“Key components of our strategy to create shareholder value may include, among others, financing, cross-border M&A and investments, share buybacks, self-tender offers, spin-offs and split-offs, all of which are easier to execute as a Bermuda company.
“The transaction is not tax driven. Our revenue and income remains European based and our subsidiaries’ tax residence will not be changing.”
He added that the change in jurisdiction will have no impact on the company’s day-to-day operations, customer services or products, financing, management, board of directors or employee base.
The redomiciliation will be effected pursuant to a scheme of arrangement under English law and will be subject to approval by Liberty Global’s shareholders and the High Court of Justice of England and Wales.
Mr Fries wrote: “As an overview, we will hold separate UK court meetings for each of our three classes of shares and then a UK general meeting of our voting shares, followed by a shareholders meeting to have non-binding advisory votes on proposed governance changes.”
The board of directors of Liberty Global plc has approved the proposal of the scheme of the arrangement, including the redomiciliation, the preliminary proxy statement said.
A second filing with the SEC said the meetings are expected to be scheduled for later this year.
If the necessary shareholder approvals are given, and other conditions are met, Liberty Global said it will make application to the court for it to approve the scheme and currently expects to complete the redomiciliation in the second half of 2023.
Liberty Global, which owned the UK’s largest cable company Virgin, in 2020 merged with Telefonica – which owned Britain’s biggest mobile operator O2 – in a £31 billion merger deal.
Today, the filing with the SEC disclosed, Liberty Global’s primary business operations include: Virgin Media-O2 in the United Kingdom, VodafoneZiggo in the Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland and UPC Slovakia in Slovakia.
Additionally, the ventures arm, Liberty Global Ventures, has significant investments in more than 75 companies in the fields of content, technology and infrastructure, including strategic stakes in companies such as Plume Design Inc, ITV plc, Televisia Univision, Inc, AE Group Sàrl and Formula E Holdings Ltd.
Need to
Know
2. Please respect the use of this community forum and its users.
3. Any poster that insults, threatens or verbally abuses another member, uses defamatory language, or deliberately disrupts discussions will be banned.
4. Users who violate the Terms of Service or any commenting rules will be banned.
5. Please stay on topic. "Trolling" to incite emotional responses and disrupt conversations will be deleted.
6. To understand further what is and isn't allowed and the actions we may take, please read our Terms of Service