- Highlighting the value of our
well-positioned Latin American and Caribbean operations
- Will create “pure-play” equity focused
on the region
Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and
LBTYK) today reiterates its commitment to creating a tracking stock
for its operations in Latin America and the Caribbean (the “LiLAC
Group”) and urges its shareholders to vote “FOR” the tracking stock
proposals at its shareholders’ meetings on Tuesday, February 24,
2015. As previously disclosed, the LiLAC Group will initially have
attributed to it Liberty Global’s Chilean business, VTR, the
largest cable operator in Chile, and its 60% interest in the
largest cable company in Puerto Rico, Liberty Cablevision.
CEO Mike Fries commented, “Over the last ten years, we have
demonstrated a track record of substantial equity value creation,
effective and disciplined capital allocation, and M&A prowess.
We believe that the creation of LiLAC shares will represent another
positive step for us. The tracking stock proposals would create a
pure-play investment vehicle in Latin America and the Caribbean,
positioning us to enhance long-term shareholder value and create
additional strategic flexibility and optionality.”
“The underlying businesses in Chile and Puerto Rico performed
very well in 2014, as we added 130,000 RGUs and delivered 16%
rebased OCF growth on a combined basis. Looking ahead, we are
excited about our organic growth potential, and see significant
opportunity to expand in a region where broadband penetration is
just 25% and pay-TV take-up is in the low 40%’s.”
While the reasons for pursuing the tracking stock proposals,
including the benefits and advantages of such proposals, are set
forth in detail in the December 29, 2014 proxy statement/prospectus
relating to the shareholders’ meetings, today we are emphasizing
the following:
- Create a
“pure-play” cable stock for Latin America and the Caribbean,
providing greater choice for shareholders
- LiLAC shares would give investors the
ability to decide where they want to invest depending on their
investment objectives and regional focus.
- Because there are few listed Latin
American pay-TV companies, LiLAC shares would present a rare
investment opportunity for investors interested in that asset
class.
- LiLAC shares will enhance transparency
for investors regarding our regional operations, providing
increased focus and additional clarity with respect to the LiLAC
Group’s performance and outlook.
- Seize upon
significant organic growth potential
- Today, we are the number one cable
operator in each of Chile and Puerto Rico, passing 3.7 million
homes and servicing 1.5 million customers taking 3.2 million
service subscriptions, and generating $1.2 billion of revenue in
2014 on a combined basis. Within these two markets, our long-term
strategy is focused on capitalizing on our video and broadband
product leadership and our superior fixed-line network to expand
our subscriber base and drive ARPU growth.
- We believe there is ample room to drive
video (33%) and broadband (36%) penetrations1 higher from current
levels, leveraging our track record of innovation and
market-leading brands.
- In addition, there are substantial
revenue growth opportunities for us in mobile services and
business-to-business, which together accounted for less than 5% of
2014 LiLAC revenue.
- Leverage the
synergies from experience, scale and multi-layered
management
- The issuance of LiLAC shares will allow
us to retain the advantages of our global scale by sharing
technology innovation, purchasing power, best practices and
strategic and financial benefits. For example, we intend to launch
our next-generation Horizon TV platform in Chile and Puerto Rico
based on our success in Europe.
- The LiLAC Group would benefit from a
multi-layered group of highly-experienced management, including a
seasoned management team at the Liberty Global level, a dedicated
divisional management team focused on the Latin American and
Caribbean region, and our local management teams that focus
exclusively on our operations in Chile and Puerto Rico.
- Unlock M&A
and capital market opportunities supported by a strong regional
presence
- Our strong and stable Latin American
assets provide an ideal platform for consolidation in the region
and for raising capital to support our organic growth as well as
potential M&A requirements. We are confident that our extensive
M&A experience and expertise in the region will create
interesting strategic opportunities that might otherwise get
“lost,” absent a separate security tracking the value of the assets
in that region.
As a reminder, because we are a British company, all of our
shareholders (including holders of Class C shares) have an
opportunity to vote on the tracking stock proposals. This means
that we have scheduled meetings for each of our classes of ordinary
shares on February 24, 2015. While our December 29, 2014 proxy
statement/prospectus outlines, in detail, all of the matters being
presented to our shareholders, the tracking stock proposals
represent only a subset of the proposals to be voted on at the
shareholders meetings.
The following table summarizes the tracking stock proposals.
Tracking Stock Proposals
New Articles Proposal** –Proposal 1
Management PoliciesProposal – Proposal
2
Future Consolidation/Sub-DivisionProposal
– Proposal 3
General Meeting* X X X Class A Meeting X Class B Meeting X Class C
Meeting X *
Class A and Class B shareholders vote together as a class.
** For purposes of each of the class meetings, this proposal is
referred to as the “Class A Articles Proposal,” the “Class B
Articles Proposal” and the “Class C Articles Proposal,”
respectively.
We remain confident that the creation of the LiLAC Group and
issuance of the tracking stock is in the best interest of all
Liberty Global shareholders and will enhance shareholder value. Our
board of directors remains fully committed to its implementation
and strongly recommends that shareholders vote in favor of the
tracking stock proposals.
Forward Looking Statements
This press release contains forward-looking statements,
including statements regarding our growth prospects, strategy and
opportunities with respect to our operations in Latin American and
the Caribbean, the creation of LiLAC shares and the anticipated
consequences and benefits thereof and other information and
statements that are not historical fact. These forward-looking
statements involve certain risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by these statements. These risks and uncertainties include the
satisfaction of certain conditions to the creation of the tracking
stock, the continued use by subscribers and potential subscribers
of our services and their willingness to upgrade to our more
advanced offerings, our ability to meet challenges from
competition, to manage rapid technological change or to maintain or
increase rates to our subscribers or to pass through increased
costs to our subscribers, the effects of changes in laws or
regulation, general economic factors, our ability to obtain
regulatory approval and satisfy regulatory conditions associated
with acquisitions and dispositions, our ability to successfully
acquire and integrate new businesses and realize anticipated
efficiencies from businesses we acquire, the availability of
attractive programming for our digital video services and the costs
associated with such programming, our ability to achieve forecasted
financial and operating targets, the outcome of any pending or
threatened litigation, our ability to access cash of our
subsidiaries and the impact of our future financial performance, or
market conditions generally, on the availability, terms and
deployment of capital, fluctuations in currency exchange and
interest rates, the ability of vendors and suppliers to timely
deliver quality products, equipment, software and services, as well
as other factors detailed from time to time in Liberty Global’s
filings with the SEC including Liberty Global’s recently filed
registration statement on Form S-4 relating to the issuance of
LiLAC shares and Form 10-K. These forward-looking statements speak
only as of the date of this release. We expressly disclaim any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in the expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based, except to the extent required by applicable law.
Additional Information and Where to Find It
Nothing in this press release shall constitute a solicitation to
buy or subscribe for or an offer to sell any securities of Liberty
Global, including Liberty Global’s proposed new LiLAC Group shares
or Liberty Global’s existing ordinary shares. The issuance of LiLAC
shares will only be made pursuant to an effective registration
statement. In connection with the proposed issuance of LiLAC
shares, Liberty Global has filed a registration statement on Form
S-4 with the SEC. SHAREHOLDERS OF LIBERTY GLOBAL ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS
CONTAINED THEREIN (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders can obtain
a free copy of the registration statement including the proxy
statement/prospectus contained therein, as well as other filings
containing information about Liberty Global, without charge, at the
SEC's internet site (http://www.sec.gov). Copies of the
registration statement and other filings by Liberty Global with the
SEC that are incorporated by reference therein can also be
obtained, without charge, by directing a request to Liberty Global
plc, 12300 Liberty Boulevard, Englewood, CO 80112, USA, Attention:
Investor Relations.
Participants in a Solicitation
The directors and executive officers of Liberty Global and other
persons may be deemed to be participants in the solicitation of
proxies in respect of proposals relating to the approval of the
issuance of LiLAC shares. Information regarding the directors and
executive officers of Liberty Global and other participants in the
proxy solicitations and a description of their respective direct
and indirect interests, by security holdings or otherwise, is
contained in Liberty Global’s proxy statement filed with the SEC on
April 30, 2014.
About Liberty Global
Liberty Global is the largest international cable company with
operations in 14 countries. We connect people to the digital world
and enable them to discover and experience its endless
possibilities. Our market-leading triple-play services are provided
through next-generation networks and innovative technology
platforms that connected 27 million customers subscribing to 56
million television, broadband internet and telephony services at
December 31, 2014. In addition, we served 5 million mobile
subscribers across nine countries at year-end 2014.
Liberty Global's consumer brands include Virgin Media, UPC,
Ziggo, Unitymedia, Kabel BW, Telenet and VTR. Our operations also
include Liberty Global Business Services, our commercial division,
and Liberty Global Ventures, our investment fund. For more
information, please visit www.libertyglobal.com.
1 Video penetration is calculated by dividing the number of
video RGUs by total homes passed and broadband penetration is
calculated by dividing the number of internet RGUs by the number of
two-way homes passed.
Liberty Global plcInvestor
Relations:Oskar Nooij, +1 303 220 4218Christian
Fangmann, +49 221 8462 5151John Rea, +1 303 220 4238orCorporate Communications:Marcus Smith, +44
20 7190 6374Bert Holtkamp, +31 20 778 9800Hanne Wolf, +1 303 220
6678
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