0001570585-16-000582.txt : 20160422 0001570585-16-000582.hdr.sgml : 20160422 20160421180827 ACCESSION NUMBER: 0001570585-16-000582 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160420 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160422 DATE AS OF CHANGE: 20160421 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: 161584936 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 a4-20x168xkshareholdermeet.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): April 20, 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 #)
 
38 Hans Crescent, London, England
SW1X 0LZ
(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 5.07 Submission of Matters to a Vote of Security Holders.

On April 20, 2016, Liberty Global plc (“Liberty Global”) held a general meeting of shareholders. At the general meeting, two matters were considered and acted upon:

1.
To approve the issuance of Liberty Global Class A Ordinary Shares, Liberty Global Class C Ordinary Shares, LiLAC Class A Ordinary Shares and LiLAC Class C Ordinary Shares to shareholders of Cable & Wireless Communications Plc (“CWC”) in connection with the proposed acquisition (the “Acquisition”) by Liberty Global of all of the ordinary shares of CWC (the “CWC Shares”) on the terms set forth in the announcement (the “Rule 2.7 Announcement”) issued by Liberty Global on November 16, 2015, pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, as described in the Liberty Global’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2016, and the Rule 2.7 Announcement (together with such modifications as the board of directors of Liberty Global may in its absolute discretion think fit) (the “Share Issuance Proposal”).

2.
To approve the acquisition by Liberty Global of the CWC Shares held by Columbus Holding LLC, an entity that owns approximately 13% of the CWC Shares and is controlled by John C. Malone, the chairman of the board of directors of Liberty Global, in the Acquisition (the “Substantial Property Transaction Proposal”).

Each of the resolutions 1 and 2 were adopted. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, is set forth below.

Resolution 1 - Approval of the Share Issuance Proposal:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
 
 
 
 
325,332,254
2,925,790
1,621,367
--


Resolution 2 - Approval of the Substantial Property Transaction Proposal:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
 
 
 
 
325,378,465
2,875,508
1,625,438
--

Based on the approval of both the Share Issuance Proposal and the Substantial property Transaction Proposal, it was determined at the general meeting that resolution 3, a proposal to approve the adjournment of the general meeting under certain circumstances was unnecessary and, therefore, no vote was taken on resolution 3.


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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: April 21, 2016

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