0001570585-16-000489.txt : 20160318 0001570585-16-000489.hdr.sgml : 20160318 20160318161327 ACCESSION NUMBER: 0001570585-16-000489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160318 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20160318 DATE AS OF CHANGE: 20160318 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: 161516255 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 a03-18x168xk210announcement.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): March 18, 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: March 18, 2016



EX-99.1 2 a03-18x168xkexhibit991.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 March 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 17 March 2016:
252,869,723 Liberty Global Class A ordinary shares of $0.01 each with ISIN reference GB00B8W67662;

10,805,850 Liberty Global Class B ordinary shares of $0.01 each with ISIN reference GB00B8W67779;

577,254,310 Liberty Global Class C ordinary shares of $0.01 each with ISIN reference GB00B8W67B19;
        
12,648,169 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

30,774,214 LiLAC Class C ordinary shares of $0.01 each with ISIN reference GB00BTC0MD78.

Liberty Global announces that it has repurchased the following number of Liberty Global Class C Ordinary Shares of $0.01 each pursuant to its share purchase plan, which operates on a daily basis in compliance with Rule 10b5-1 of the Securities Exchange Act 1934 (the "Buyback Plan"):
Date of purchase
17 March 2016
Number of shares purchased
134,700
Highest price per share (US$)
$37.30
Lowest price per share (US$)
$36.61

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
36.6100
1,000
36.6200
300
36.7500
900
36.7575
200
36.7600
600
36.7700
200
36.7900
2,000
36.8000
540
36.8100
400
36.8200
1,000
36.8250
200
36.8300
2,200
36.8400
2,600
36.8500
6,500
36.8600
1,500



36.8700
200
36.8800
700
36.8900
434
36.9000
3,166
36.9250
1,400
36.9300
600
36.9500
100
36.9700
1,900
37.0300
1,300
37.0400
1,600
37.0600
1,400
37.0650
200
37.0700
800
37.0800
500
37.0900
100
37.1000
1,100
37.1100
1,100
37.1200
600
37.1250
300
37.1300
4,800
37.1350
100
37.1400
2,800
37.1500
7,938
37.1550
100
37.1599
922
37.1600
9,400
37.1700
6,700
37.1750
100
37.1800
1,100
37.1900
7,600
37.1950
300
37.2000
6,600
37.2050
200
37.2100
9,900
37.2150
300
37.2200
5,800
37.2250
100
37.2300
8,100
37.2350
200
37.2400
4,600
37.2500
8,600
37.2550
100
37.2600
4,400
37.2700
2,500
37.2800
2,300
37.2900
500
37.3000
1,000

Liberty Global further announces that, pursuant to entering into a call spread transaction on 17 March 2016, it has acquired interests in 137,130 Liberty Global Class C ordinary shares of $0.01 each at a net premium per share of $36.46. Accordingly, Liberty Global confirms that it has entered into the following call spread transactions pursuant to the Buyback Plan:

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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 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
137,130
Zero
European
20 April 2016
Call option
Written
137,130
37.13
European
16 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
140,034
Zero
European
19 April 2016
Call option
Written
140,034
36.36
European
15 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
143,548
Zero
European
18 April 2016
Call option
Written
143,548
35.47
European
14 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
143,144
Zero
European
15 April 2016
Call option
Written
143,144
35.57
European
11 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
144,731
Zero
European
14 April 2016
Call option
Written
144,731
35.18
European
10 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
147,200
Zero
European
13 April 2016
Call option
Written
147,200
34.59
European
09 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
144,731
Zero
European
12 April 2016
Call option
Written
144,731
35.18
European
08 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
143,548
Zero
European
11 April 2016
Call option
Written
143,548
35.47
European
07 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
140,227
Zero
European
08 April 2016
Call option
Written
140,227
36.31
European
04 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
138,926
Zero
European
07 April 2016
Call option
Written
138,926
36.65
European
03 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
138,851
Zero
European
06 April 2016
Call option
Written
138,851
36.67
European
02 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
139,535
Zero
European
05 April 2016
Call option
Written
139,535
36.49
European
01 March 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
138,775
Zero
European
04 April 2016
Call option
Written
138,775
36.69
European
29 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
140,692
Zero
European
01 April 2016
Call option
Written
140,692
36.19
European

3


26 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
141,004
Zero
European
31 March 2016
Call option
Written
141,004
36.11
European
25 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
142,663
Zero
European
30 March 2016
Call option
Written
142,663
35.69
European
24 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
142,464
Zero
European
29 March 2016
Call option
Written
142,464
35.74
European
23 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
138,661
Zero
European
28 March 2016
Call option
Written
138,661
36.72
European
22 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
138,435
Zero
European
24 March 2016
Call option
Written
138,435
36.78
European
19 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
141,474
Zero
European
23 March 2016
Call option
Written
141,474
35.99
European
18 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
140,926
Zero
European
22 March 2016
Call option
Written
140,926
36.13
European
17 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
145,601
Zero
European
21 March 2016
Call option
Written
145,601
34.97
European
16 February 2016
Liberty Global CLASS C ORDINARY SHARES of $0.01 EACH
Call option
Purchased
152,126
Zero
European
18 March 2016
Call option
Written
152,126
33.47
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:

4


Investor Relations:
 
 
Corporate Communications:
Oskar Nooij
+1 303 220 4218
 
Matt Beake
+44 20 8483 6428
Christian Fangmann
+49 221 8462 5151
 
Tim Burt
+44 20 7240 2486
John Rea
+1 303 220 4238
 
Aimee Baxter
+1 646 561 3512

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 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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