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Liberty Global redomiciling to Bermuda from UK

Liberty Global is a step closer to redomiciling to Bermuda (Photograph by Blaire Simmons)

The shareholders of Liberty Global have voted in favour of a proposal to change the company’s jurisdiction of incorporation from England and Wales to Bermuda.

The company said the change of incorporation would facilitate value-enhancing transactions and reduce administrative costs, while preserving strong accountability and corporate governance.

Liberty Global’s shareholders voted strongly in favour of all proposals related to the change in jurisdiction at a series of special meetings on Thursday.

The percentage of votes in favour ranged from 88 to 95 per cent cast across the company’s three classes of stock.

Overwhelming support for the change of incorporation comes despite earlier reports that the proposal could face a serious challenge from some shareholders.

The move to Bermuda will lower the threshold for key shareholder votes — from 75 per cent to 50 per cent — giving chairman John Malone and related shareholders a virtual lock on control of the corporation.

Liberty Global, a sprawling telecommunications conglomerate, said it would now proceed with the relevant legal and regulatory procedures to effect the change.

These steps included court hearings in England and the closing, if conditions were met, would not occur until November, the company said.

Liberty Global said: “We are pleased that shareholders strongly supported our proposal to change our jurisdiction of incorporation from England and Wales to Bermuda.

“The change in jurisdiction will make it substantially easier to plan and execute value- enhancing corporate transactions — including buybacks, dividends, spin-offs, cross-border divestitures and acquisitions — while also reducing administrative burdens and expenses.

“We remain committed to our businesses in the UK and the rest of Europe with our market-leading customer services and products, extensive in-country employment and critical infrastructure investment.”

The redomiciliation would change the jurisdiction of incorporation and governing documents of the parent company but would have no effect on Liberty Global’s operations and subsidiaries, the company said

The vote came after two independent proxy firms, Institutional Shareholder Services and Glass Lewis, recommended that Liberty Global shareholders vote for all of the company’s proposals in connection with the redomiciliation.

Liberty Global’s board of directors encouraged shareholders to vote for all of the proposals related to the transaction.

Liberty Global said its businesses operated under some of the best-known consumer brands, including Virgin Media-O2 in Britain; VodafoneZiggo in the Netherlands; Telenet in Belgium;, Sunrise in Switzerland; Virgin Media in Ireland; and UPC in Slovakia.

The company, which is listed, has a market capitalisation of $8 billion and reported revenues of more than $7 billion in 2022.

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Published July 17, 2023 at 7:57 am (Updated July 17, 2023 at 7:24 am)

Liberty Global redomiciling to Bermuda from UK

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