0001570585-16-000372.txt : 20160203 0001570585-16-000372.hdr.sgml : 20160203 20160203161605 ACCESSION NUMBER: 0001570585-16-000372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160203 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 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: 161385062 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 a2-03x168xk210announcement.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): February 3, 2016
 
 
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
W6 8BS
(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: February 3, 2016



EX-99.1 2 a2-03x168xkexhibit991.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
03 February 2016
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 had the following relevant securities held and in issue outside treasury as of the close of business on 02 February 2016:
252,780,047 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;

581,232,070 Liberty Global Class C ordinary shares of $0.01 each with ISIN reference GB00B8W67B19;

12,630,594 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

30,772,919 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 29 December 2015, in 132,011 Liberty Global Class C ordinary shares of $0.01 each.
Liberty Global further announces that, pursuant to entering into a call spread transaction on 02 February 2016, it has acquired interests in 150,019 Liberty Global Class C ordinary shares of $0.01 each at a net premium per share of $33.33. Accordingly, Liberty Global confirms that it has entered into the following call spread transactions pursuant to the Buyback Plan:
Date of entry into transaction
Class of relevant security
Product description
Written or purchased
Number of securities to which option or derivative relates 
Exercise price per unit
(US$)
Type
e.g. American, European etc.
Expiry date
02 February
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
150,019
Zero
European
07 March 2016
Call option
Written
150,019
33.94
European
01 February
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
152,536
Zero
European
04 March 2016
Call option
Written
152,536
33.38
European
29 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
154,106
Zero
European
03 March 2016
Call option
Written
154,106
33.04
European



28 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
156,859
Zero
European
02 March 2016
Call option
Written
156,859
32.46
European
27 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
152,582
Zero
European
01 March 2016
Call option
Written
152,582
33.37
European
26 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
152,080
Zero
European
29 February 2016
Call option
Written
152,080
33.48
European
25 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
155,756
Zero
European
26 February 2016
Call option
Written
155,756
32.69
European
22 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
156,233
Zero
European
25 February 2016
Call option
Written
156,233
32.59
European
21 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
160,064
Zero
European
24 February 2016
Call option
Written
160,064
31.81
European
20 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
163,719
Zero
European
23 February 2016
Call option
Written
163,719
31.10
European
19 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
159,813
Zero
European
22 February 2016
Call option
Written
159,813
31.86
European
15 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
157,881
Zero
European
19 February 2016
Call option
Written
157,881
32.25
European
14 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
153,224
Zero
European
18 February 2016
Call option
Written
153,224
33.23
European
13 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
152,308
Zero
European
17 February 2016
Call option
Written
152,308
33.43
European
12 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
148,661
Zero
European
16 February 2016
Call option
Written
148,661
34.25
European
11 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
144,855
Zero
European
12 February 2016
Call option
Written
144,855
35.15
European
8 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
135,959
Zero
European
11 February 2016
Call option
Written
135,959
37.45
European
7 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
133,604
Zero
European
10 February 2016
Call option
Written
133,604
38.11
European

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6 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
129,989
Zero
European
09 February 2016
Call option
Written
129,989
39.17
European
5 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
128,318
Zero
European
08 February 2016
Call option
Written
128,318
39.68
European
4 January
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
127,451
Zero
European
05 February 2016
Call option
Written
127,451
39.95
European
31 December 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
125,782
Zero
European
04 February 2016
Call option
Written
125,782
40.48
European
30 December 2015
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
131,465
Zero
European
03 February 2016
Call option
Written
131,465
38.73
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 recommended 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 recommended offer. This information may be material to investors in connection with the recommended 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 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

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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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