0001570585-15-000242.txt : 20151118 0001570585-15-000242.hdr.sgml : 20151118 20151118163450 ACCESSION NUMBER: 0001570585-15-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151118 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20151118 DATE AS OF CHANGE: 20151118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Global plc CENTRAL INDEX KEY: 0001570585 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 981089808 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35961 FILM NUMBER: 151241177 BUSINESS ADDRESS: STREET 1: 161 HAMMERSMITH ROAD CITY: HAMMERSMITH STATE: X0 ZIP: W6 8BS BUSINESS PHONE: 303-220-6600 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Global Corp Ltd DATE OF NAME CHANGE: 20130227 FORMER COMPANY: FORMER CONFORMED NAME: Lynx Europe Ltd. DATE OF NAME CHANGE: 20130226 8-K 1 a11-18x158xk210annoucement.htm 8-K 8-K




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): November 18, 2015
 
 
Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
 
 
England and Wales
 
001-35961
 
98-1112770
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification #)
 
Griffin House, 161 Hammersmith Rd, London, United Kingdom
(Address of Principal Executive Office)
 
+44.208.483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
 
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 







Item 7.01. Regulation FD Disclosure.
 
This Current Report on Form 8-K and the information contained in Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.






SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LIBERTY GLOBAL PLC
 
 
 
By:
/s/ RANDY L. LAZZELL
 
 
Randy L. Lazzell
 
 
Vice President
 
Date: November 18, 2015



EX-99.1 2 a11-18x158xkexhibit991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Rule 2.10 Announcement and Buyback of Own Shares
18 November 2015
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), Liberty Global (NASDAQ: LBTYA, LBTYB, LBTYK, LILA and LILAK) confirms that it has the following relevant securities held and in issue outside treasury as of the close of business on 17 November 2015:
252,754,699 Liberty Global Class A ordinary shares of $0.01 each with ISIN reference GB00B8W67662;

10,472,517 Liberty Global Class B ordinary shares of $0.01 each with ISIN reference GB00B8W67779;

592,871,772 Liberty Global Class C ordinary shares of $0.01 each with ISIN reference GB00B8W67B19;

12,630,580 LiLAC Class A ordinary shares of $0.01 each with ISIN reference GB00BTC0M714;

523,423 LiLAC Class B ordinary shares of $0.01 each with ISIN reference GB00BTC0M938; and
 
30,772,874 LiLAC Class C ordinary shares of $0.01 each with ISIN reference GB00BTC0MD78.

Liberty Global announces that it has acquired shares, pursuant to the exercise of a call option entered into on 15 October 2015, in 352,363 Liberty Global Class C ordinary shares of $0.01 each.
Liberty Global announces that it has repurchased the following number of Liberty Global Class C Ordinary Shares of $0.01 each pursuant to its share purchase plan, which operates on a daily basis in compliance with Rule 10b5-1 of the Securities Exchange Act 1934 (the "Buyback Plan"):
Date of purchase
17 November 2015
Number of shares purchased
358,100
Highest price per share (US$)
42.43
Lowest price per share (US$)
41.65

A breakdown of the prices at which these shares were purchased is set out as follows. These shares will be held in treasury until being cancelled in due course.
Price per share (US$)
Number of Liberty Global Class C Ordinary Shares of $0.01
41.650
3,000
41.655
100
41.660
800
41.670
1,300



41.680
2,762
41.690
11,143
41.695
600
41.700
26,700
41.705
100
41.710
12,600
41.715
300
41.720
13,000
41.725
100
41.730
6,400
41.740
900
41.760
270
41.770
600
41.790
1,300
41.800
9,383
41.810
10,242
41.815
654
41.820
8,646
41.830
3,000
41.840
8,100
41.845
345
41.850
10,755
41.855
200
41.860
11,959
41.865
100
41.870
5,500
41.875
800
41.880
26,916
41.885
400
41.890
8,700
41.895
100
41.900
17,400
41.905
800
41.910
12,600
41.915
200
41.920
42,300
41.925
400
41.930
1,900
41.940
1,200
41.950
4,500
41.955
100
41.960
2,600
41.970
10,200
41.980
2,900
41.990
12,677
41.995
100
42.000
10,464
42.010
6,900
42.020
1,900
42.030
700

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42.035
200
42.040
2,200
42.045
100
42.050
800
42.060
1,909
42.070
900
42.080
8,600
42.090
1,975
42.095
100
42.100
2,300
42.110
4,600
42.120
300
42.130
3,000
42.140
1,100
42.160
100
42.170
800
42.180
400
42.220
400
42.225
100
42.230
400
42.245
300
42.250
400
42.390
300
42.400
8,000
42.410
200
42.420
100
42.430
900

Liberty Global further announces that, pursuant to entering into a call spread transaction on 17 November 2015, it has acquired interests in 364,644 Liberty Global Class C ordinary shares of $0.01 each at a net premium per share of $41.14. Accordingly, Liberty Global confirms that it has entered into the following call spread transactions pursuant to the Buyback Plan:
Date of entry into transaction
Class of relevant security
Product description
Written or purchased
Number of securities to which option or derivative relates 
Exercise price per unit
(US$)
Type
e.g. American, European etc.
Expiry date
17 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
364,644
Zero
European
21 December 2015
Call option
Written
364,644
41.89
European
16 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
355,149
Zero
European
18 December 2015
Call option
Written
355,149
43.01
European
13 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
349,142
Zero
European
17 December 2015
Call option
Written
349,142
43.75
European

3


12 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
345,431
Zero
European
16 December 2015
Call option
Written
345,431
44.22
European
11 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
343,643
Zero
European
15 December 2015
Call option
Written
343,643
44.45
European
10 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
346,843
Zero
European
14 December 2015
Call option
Written
346,843
44.04
European
09 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
350,022
Zero
European
11 December 2015
Call option
Written
350,022
43.64
European
06 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
345,822
Zero
European
10 December 2015
Call option
Written
345,822
44.17
European
05 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
347,237
Zero
European
09 December 2015
Call option
Written
347,237
43.99
European
04 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
345,509
Zero
European
08 December 2015
Call option
Written
345,509
44.21
European
03 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
345,431
Zero
European
07 December 2015
Call option
Written
345,431
44.22
European
02 November 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
350,906
Zero
European
04 December 2015
Call option
Written
350,906
43.53
European
30 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
359,495
Zero
European
03 December 2015
Call option
Written
359,495
42.49
European
29 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
358,147
Zero
European
02 December 2015
Call option
Written
358,147
42.65
European
28 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
357,392
Zero
European
01 December 2015
Call option
Written
357,392
42.74
European
27 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
357,560
Zero
European
30 November 2015
Call option
Written
357,560
42.72
European
26 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
357,727
Zero
European
27 November 2015
Call option
Written
357,727
42.70
European
23 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
360,854
Zero
European
25 November 2015
Call option
Written
360,854
42.33
European

4


22 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
361,537
Zero
European
24 November 2015
Call option
Written
361,537
42.25
European
21 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
356,641
Zero
European
23 November 2015
Call option
Written
356,641
42.83
European
20 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
350,423
Zero
European
20 November 2015
Call option
Written
350,423
43.59
European
19 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
348,345
Zero
European
19 November 2015
Call option
Written
348,345
43.85
European
16 October 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
348,425
Zero
European
18 November 2015
Call option
Written
348,425
43.84
European

Further Information
A copy of this announcement will be made available on Liberty Global's website, www.libertyglobal.com.
Investors should note that in connection with the possible offer for Cable & Wireless Communications Plc, Liberty Global will be required to disclose, which may be on a daily basis, certain further information about its share buyback program and capital structure, as well as other information relating to Liberty Global and the possible offer. This information may be material to investors in connection with the possible offer. This information will be posted on our website and will be released through the Regulatory News Service in the U.K., as required by the Code. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on our website, as well as through the Regulatory News Service, which can be accessed here:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
For more information about Liberty Global, please visit www.libertyglobal.com or contact:
Investor Relations:
 
 
Corporate Communications:
Oskar Nooij
+1 303 220 4218
 
Marcus Smith
+44 20 7190 6374
Christian Fangmann
+49 221 8462 5151
 
Bert Holtkamp
+31 20 778 9800
John Rea
+1 303 220 4238
 
Matt Beake
+44 20 8483 6428

Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure

5


by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.





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