UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Liberty Global plc

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Liberty Global Class A Ordinary Shares, nominal value $0.01 per share

Liberty Global Class C Ordinary Shares, nominal value $0.01 per share

(Title of Class of Securities)

Liberty Global Class A Ordinary Shares: G5480U 104

Liberty Global Class C Ordinary Shares: G5480U 120

(CUSIP Number of Ordinary Shares)

Bryan H. Hall, Esq.

Executive Vice President & General Counsel

Griffin House,

161 Hammersmith Rd,

London, United Kingdom

+44.208.483.6449 or +1.303.220.6600

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

With a copy to:

George Casey

Daniel Litowitz

Harald Halbhuber

Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount Of Filing Fee**
$2,500,000,000   $303,000
 
*

The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $625 million in value of the Class A ordinary shares, nominal value $0.01 per share, and up to $1.875 billion in value of the Class C ordinary shares, nominal value $0.01 per share.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2019, issued August 24, 2018, by multiplying the transaction valuation by 0.0001212.

 

☒ 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:

   $ 303,000.00           Filing Party:        Liberty Global plc  

Form or Registration No.:

     Schedule TO           Date Filed:        August 12, 2019  

 

☐ 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ☐ 

third-party tender offer subject to Rule 14d-1.

  ☒ 

issuer tender offer subject to Rule 13e-4.

  ☐ 

going-private transaction subject to Rule 13e-3.

  ☐ 

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  ☐ 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

  ☐ 

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 


SCHEDULE TO

This Amendment No. 1 filed with the Securities and Exchange Commission on August 15, 2019 (this “ Amendment ”), amends and supplements the Tender Offer Statement filed on Schedule TO (together with any subsequent amendments and supplements thereto, the “ Schedule TO ”) with the Securities and Exchange Commission on August 12, 2019 by Liberty Global plc, a public limited company organized under the laws of England and Wales (the “ Company ”). The Schedule TO relates to the invitation by the Company for its shareholders to tender (i) up to $625 million in value of its Class A ordinary shares, nominal value $0.01 per share (each, a “ Class  A Share ”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., each acting as principal (each, a “ Counterparty Bank ,” and together, the “ Counterparty Banks ”), at a price not greater than $29.00 nor less than $25.25 per Class A Share (the “ Class  A Offer ”), and (ii) up to $1.875 billion in value of its Class C ordinary shares, nominal value $0.01 per share (each, a “ Class  C Share ,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “ Shares ”), for purchase by the Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C Share (the “ Class  C Offer ”), in each case, to the seller in cash, less any applicable withholding taxes and without interest. The Class A Offer and the Class C Offer are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 12, 2019, together with any amendments or supplements thereto, the “ Offer to Purchase ”), the applicable Letter of Transmittal (together with any amendments or supplements thereto, each, a “ Letter of Transmittal ” or collectively, the “ Letters of Transmittal ”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letters of Transmittal, the “ Offers ”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. All capitalized terms used in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Schedule TO. This Amendment should be read together with the Schedule TO.

ITEM 12. EXHIBITS.

 

(a)(1)(A)*    Offer to Purchase, dated August 12, 2019.
(a)(1)(B)*    Letter of Transmittal for Class A Shares.
(a)(1)(C)*    Letter of Transmittal for Class C Shares.
(a)(1)(D)*    Notice of Guaranteed Delivery for Class A Shares.
(a)(1)(E)*    Notice of Guaranteed Delivery for Class C Shares.
(a)(1)(F)*    Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(G)*    Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(H)*    Summary Advertisement, dated August 12, 2019.
(a)(1)(I)*    Form of Notice of Withdrawal.
(a)(1)(J)*    Letter to Participants in the Liberty Global 401(k) Savings and Stock Ownership Plan.
(a)(1)(K)*    Direction Forms for Participants in the Liberty Global 401(k) Savings and Stock Ownership Plan.
(a)(1)(L)**    Letter to Vested Share Appreciation Rights Holders.
(a)(1)(M)**    Letter to Vested Option Holders.
(a)(1)(N)**    Letter to Participants in the Virgin Media Inc. Share Incentive Plan.
(a)(1)(O)**    Tender Forms for Participants in the Virgin Media Inc. Share Incentive Plan.
(a)(2)    Not applicable.
(a)(3)    Not applicable.


(a)(4)    Not applicable.
(a)(5)(A)    Press Release, dated August 7, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2019).
(a)(5)(B)    Earnings Call Transcript, dated August  8, 2019 (incorporated by reference to Exhibit 99.1 to the Company’s Tender Offer Statement on Schedule TO-C filed with the SEC on August 8, 2019).
(a)(5)(C)*    Press Release, dated August 12, 2019.
(b)    None.
(d)(1)*    Master Put/Call Agreement, between Liberty Global plc and Credit Suisse Securities (USA) LLC, dated August 9, 2019
(d)(2)*    Master Put/Call Agreement, between Liberty Global plc and HSBC Securities (USA) Inc., dated August 9, 2019.
(d)(3)*    Option Framework Agreement, between Liberty Global plc and Credit Suisse Securities (USA) LLC, dated August 9, 2019.
(d)(4)*    Option Framework Agreement, between Liberty Global plc and HSBC Securities (USA) Inc., dated August 9, 2019.
(d)(5)    Liberty Global 2014 Incentive Plan (as amended and restated effective June, 11, 2019) (the “Incentive Plan”) (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2019).
(d)(6)    Form of Performance Share Units Agreement Under the Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2015).
(d)(7)    Form of Share Appreciation Rights Agreement Under the Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).
(d)(8)    Form of Restricted Share Units Agreement Under the Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2014).
(d)(9)    Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June  7, 2013) (the “2005 Incentive Plan”) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2013).
(d)(10)    Virgin Media 2010 Stock Incentive Plan (as amended and restated effective June  7, 2013) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2013).
(d)(11)    Form of Stock Appreciation Rights Agreement Under the 2005 Incentive Plan (incorporated by reference to Exhibit 10.3 to Liberty Global, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2008).
(d)(12)    Form of Performance Share Units Agreement for Executive Officers Under the Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2019).
(d)(13)    Liberty Global 2017 Annual Performance Award Program for Executive Officers Under the Incentive Plan (description of said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2017).
(d)(14)    Liberty Global 2017 Compensatory Awards for Certain Executive Officers Under the Incentive Plan (description of said awards is incorporated by reference to the description thereof included in Item 5.02(e) of the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2017).


(d)(15)    Liberty Global 2018 Annual Performance Award Program for Executive Officers Under the Incentive Plan (description of said program is incorporated by reference to the description thereof included in Item 5.02(e) of the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2018).
(d)(16)    Liberty Global 2018 Performance Incentive Plan for Executive Officers Under the Incentive Plan (a description of said plan is incorporated by reference to the description thereof included in Item 5.02(e) of the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2018).
(d)(17)    Deferred Compensation Plan (as amended and restated effective October  26, 2015) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2016).
(g)    Not applicable.
(h)    Not applicable.

 

*

Previously filed.

**

Filed herewith.


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

    LIBERTY GLOBAL PLC
Dated: August 15, 2019     By:  

/s/ Bryan H. Hall

    Name:   Bryan H. Hall
    Title:   Executive Vice President, General Counsel

EXHIBIT (a)(1)(L)

LIBERTY GLOBAL PLC

NOTICE TO CERTAIN HOLDERS OF SHARE APPRECIATION RIGHTS

RE: OFFER TO PURCHASE CLASS A ORDINARY SHARES AND CLASS C ORDINARY SHARES OF LIBERTY GLOBAL PLC

August 15, 2019

As you may already know, Liberty Global plc (“ Liberty Global ”) has recently announced tender offers inviting its shareholders to tender (i) up to $625 million in value of its issued and outstanding Class A ordinary shares, $0.01 nominal value per share (each, a “ Class  A Share ”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (each, a “ Counterparty Bank ,” and together, the “ Counterparty Banks ”), each acting as principal, at a price not greater than $29.00 nor less than $25.25 per Class A ordinary share (the “ Class  A Offer ”), and (ii) up to $1.875 billion in value of its issued and outstanding Class C ordinary shares, $0.01 nominal value per share (each, a “ Class  C Share ,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “ Shares ”), for purchase by the Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C ordinary share (the “ Class  C Offer ”), in each case, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Tender Offers. We sometimes refer to the Class A Offer and the Class C Offer collectively as the “ Tender Offers ” and individually as a “ Tender Offer .”

The Tender Offers are subject to a number of terms and conditions that are described in the Tender Offer documents. You are receiving this letter because you hold vested share appreciation rights (“ SARs ”) under the Liberty Global 2014 Incentive Plan and/or the Liberty Global 2005 Incentive Plan. This letter provides a brief overview of the Tender Offers and the steps you need to take if you wish to participate. If you otherwise hold Shares applicable to the Tender Offers, including Shares held through the Liberty Global 401(k) Savings and/or the Virgin Media Inc. 2010 Stock Incentive Plan, you should reference the Tender Offer documents described below for further information regarding such Shares.

Procedure for Holders of SARs to Participate

The Tender Offers are generally being made to shareholders of Class A Shares and Class C Shares. Because you hold vested SARs with underlying Shares, you may participate in the Tender Offers by first exercising your vested SARs with underlying Shares and then tendering your Shares in accordance with the terms and conditions of the Tender Offer documents set forth below. Please note, however, that in order to receive Shares upon an applicable exercise, the exercise price of your vested SARs must be below the fair market value of the underlying Shares at the time of exercise. If the exercise price of your vested SARs is equal to or above the fair market value of the underlying Shares, you will not be able to exercise your SARs and receive Shares.

For information about your SARs, including grant date, exercise price, vesting dates, number of vested Shares, and expiration dates, please access your account at onesource.ubs.com/LBTYA (for Class A Shares) or onesource.ubs.com/LBTYK (for Class C Shares). Representatives of Liberty Global are also available if you have questions related to your SARs, or if you need assistance in exercising your vested SARs in connection with the Tender Offers.

You should also review the prospectuses prepared in connection with the registration on Form S-8 of the Shares underlying your SARs. The prospectuses are available through your account at onesource.ubs.com/LBTYA or onesource.ubs.com/LBTYK, as applicable.

If you are a former employee of Liberty Global or its subsidiaries, your vested SARs generally remain exercisable until the earlier of the adjusted expiration date or the scheduled expiration date set forth in your award agreement; you should review your SAR account with UBS Financial Services, Inc. (“ UBS ”) (see contact information below). Please keep the expiration date of your SARs in mind when making a decision about whether to participate in the Tender Offers. The Tender Offers will not extend the expiration date or otherwise modify the terms of your SARs .


Following the exercise of your SARs with underlying Shares, you will receive Shares that you may tender in the Tender Offers if you so choose. You should evaluate all of the Tender Offer documents to determine if participation would be advantageous to you. The Tender Offer documents consist of (1) an Offer to Purchase dated August 12, 2019, and (2) the applicable Letter of Transmittal (yellow for Class A Shares and grey for Class C Shares). You can obtain a copy of the Tender Offer documents from Innisfree M&A Incorporated , the information agent for the Tender Offers, toll-free at (888) 750-5834 and through the U.S. local number at (212) 750-5833 . The Offer to Purchase sets forth all of the terms and conditions of the Tender Offers, some of which are summarized below. If you hold certificates or book-entry Shares registered in your own name, the applicable Letter of Transmittal is the form you would use to inform Liberty Global that you wish to participate in the Tender Offers. If you have the Shares that you receive upon exercise of SARs deposited into a brokerage account, the brokerage firm will be required to tender the Shares on your behalf, and you must complete any forms required to instruct the broker to tender on your behalf and must meet any deadlines set by the broker for receipt of those forms. If you are considering exercising your SARs and participating in the Tender Offers and have any questions, you should contact UBS at (201) 272-7740 or toll-free at (866) 544-2927 regarding exercising your SARs or Innisfree M&A Incorporated at (212) 750-5833 or toll-free at (888) 750-5834 regarding the Tender Offers .

Whether or not you choose to exercise your SARs, and whether or not you choose to participate in the Tender Offers, are entirely your decisions. Liberty Global’s Board of Directors has approved the making of the Tender Offers. However, neither Liberty Global nor its Board of Directors is making any recommendation as to whether you should exercise your SARs, whether you should participate in the Tender Offers or, if you decide to participate, at what purchase price or purchase prices you may tender your Shares in the Tender Offers. You should review the materials for the Tender Offers, each as may be amended or supplemented from time to time, including the Offer to Purchase and the applicable Letter of Transmittal, and consult your own tax, financial and other personal advisors before determining whether to exercise SARs and whether to participate in the Tender Offers.

If you do decide to exercise your vested SARs and participate in the Tender Offers, you should be aware that the Tender Offers expire at one (1)  minute after 11:59 p.m., New York City time, on September 9, 2019 , unless extended or terminated by Liberty Global. In addition, as noted above, if the Shares you receive upon exercise of SARs are deposited into a brokerage account, you will have to meet any earlier deadline set by the brokerage firm for their receipt of your instruction to tender the Shares in your account.

If you wish to exercise all or a portion of your vested SARs in order to tender the underlying Shares in the Tender Offers, you must exercise your SARs early enough to allow Liberty Global to facilitate your exercise and to transfer the Shares to you before the Tender Offers expire. For further information, or if you have any questions relating to exercising your SARs, including those relating to the applicable deadlines, contact UBS as described above.

If you do elect to exercise your SARs, the exercise is not revocable, even if all or a portion of your Shares are not accepted in the Tender Offers .

Summary of Terms of the Tender Offer

The terms and conditions of the Tender Offers are fully set forth in the Offer to Purchase and the Letter of Transmittal, available from Innisfree M&A Incorporated, the information agent for the Tender Offer, at (888) 750-5834. The summary set forth below is intended only to provide you with a brief overview of the Tender Offers so that you can determine whether you want to obtain a copy of the Tender Offer documents for further review. This summary is qualified by the terms and conditions set forth in the Tender Offer documents.

Liberty Global invites its shareholders to tender (i) up to $625 million in value of its issued and outstanding Class A ordinary shares, $0.01 nominal value per share (each, a “ Class  A Share ”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (each, a “ Counterparty Bank ,” and together, the “ Counterparty Banks ”), each acting as principal, at a price not greater than $29.00 nor less than $25.25 per Class A ordinary share (the “ Class  A Offer ”), and (ii) up to $1.875 billion in value of its issued and outstanding Class C ordinary shares, $0.01 nominal value per share (each, a “ Class  C Share ,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “ Shares ”), for purchase by the Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C ordinary share (the “ Class  C Offer ”), in each case, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Tender Offers. We sometimes refer to the Class A Offer and the Class C Offer collectively as the “ Tender Offers ” and individually as a “ Tender Offer .”

 

2


Liberty Global will determine a single per share price for the Class A Shares and Class C Shares that are properly tendered and not properly withdrawn from the applicable Tender Offer, taking into account the total number of Class A Shares and Class C Shares properly tendered and the prices specified, or deemed specified, by tendering shareholders, in each case. This single per share price for Class A Shares (the “ Final Class  A Purchase Price ”) will be the lowest single purchase price, not greater than $29.00 nor less than $25.25 per Class A Share, that would allow Liberty Global to purchase, through the Counterparty Banks, up to $625 million in value of its Class A Shares, or all Class A Shares properly tendered and not properly withdrawn in the event that fewer than $625 million in value of its Class A Shares are properly tendered and not properly withdrawn. This single per share price for Class C Shares (the “ Final Class  C Purchase Price ”) will be the lowest single purchase price, not greater than $28.50 nor less than $24.75 per Class C Share, that would allow Liberty Global to purchase, through the Counterparty Banks, up to $1.875 billion in value of its Class C Shares, or all Class C Shares properly tendered and not properly withdrawn in the event that fewer than $1.875 billion in value of its Class C Shares are properly tendered and not properly withdrawn.

Liberty Global reserves the right to change the per share purchase price range and to increase or decrease the aggregate value sought in the Tender Offers, subject to applicable law and the authority of the Company to conduct the purchase of its ordinary shares in the capital of Liberty Global as approved by the shareholders of the Company at its annual general meeting of shareholders held on June 11, 2019 (the “ 2019 Shareholder Authorization ”). In accordance with the rules of the Securities and Exchange Commission, and subject to the 2019 Shareholder Authorization, if Class A Shares having an aggregate value of more than $625 million and/or if Class C Shares having an aggregate value of more than $1.875 billion, in each case, are properly tendered and not properly withdrawn in the applicable Tender Offer at or below the Final Class A Purchase Price or Final Class C Purchase Price, as applicable, Liberty Global may increase the number of Shares accepted for payment in the Tender Offers by no more than 2% of the outstanding Class A Shares and/or Class C Shares, as applicable, without extending the applicable Tender Offer.

Liberty Global will acquire Shares in the Tender Offers at the Final Class A Purchase Price or Final Class C Purchase Price, as applicable, upon the terms and subject to the conditions of the Tender Offers, including “Odd Lots” priority, proration and the conditional tender provisions described in the Offer to Purchase. These terms and conditions generally provide that Liberty Global will first accept ordinary shares tendered by smaller shareholders (individuals who own, beneficially or of record, an aggregate of less than 100 Class A Shares and/or Class C Shares), provided these individuals properly tender all of their Shares, and then will accept Shares properly tendered on a pro rata basis. Liberty Global will only purchase conditionally tendered Shares, by random lot and to the extent feasible, if such purchase is necessary to permit Liberty Global to purchase up to $625 million in value of its Class A Shares and/or up to $1.875 billion in value of its Class C Shares (or such greater amount as Liberty Global may elect to purchase, subject to applicable law and the 2019 Shareholder Authorization).

If you exercise any of your vested SARs, and Liberty Global does not accept the tender of all or any of your Shares for any reason, including, without limitation, oversubscription, you will not be able to rescind your exercise.

Tax Implications

You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of exercising your SARs and tendering Shares pursuant to the Tender Offers and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to SAR exercises and the Tender Offers.

THE TENDER OFFERS ARE NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF ORDINARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

 

 

 

 

3


Recordkeeping and administrative services are provided by

UBS. Liberty Global and UBS are not affiliated. This

material has been prepared and distributed by Liberty Global

and it is solely responsible for its accuracy.

 

4

EXHIBIT (a)(1)(M)

LIBERTY GLOBAL PLC

NOTICE TO CERTAIN HOLDERS OF STOCK OPTIONS

RE: OFFER TO PURCHASE CLASS A ORDINARY SHARES AND CLASS C ORDINARY SHARES OF LIBERTY GLOBAL PLC

August 15, 2019

As you may already know, Liberty Global plc (“ Liberty Global ”) has recently announced tender offers inviting its shareholders to tender (i) up to $625 million in value of its issued and outstanding Class A ordinary shares, $0.01 nominal value per share (each, a “ Class  A Share ”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (each, a “ Counterparty Bank ,” and together, the “ Counterparty Banks ”), each acting as principal, at a price not greater than $29.00 nor less than $25.25 per Class A ordinary share (the “ Class  A Offer ”), and (ii) up to $1.875 billion in value of its issued and outstanding Class C ordinary shares, $0.01 nominal value per share (each, a “ Class  C Share ,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “ Shares ”), for purchase by the Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C ordinary share (the “ Class  C Offer ”), in each case, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Tender Offers. We sometimes refer to the Class A Offer and the Class C Offer collectively as the “ Tender Offers ” and individually as a “ Tender Offer .”

The Tender Offers are subject to a number of terms and conditions that are described in the Tender Offer documents. You are receiving this letter because you hold vested stock options (including CSOP and Performance Shares) (“ Options ”) under the Virgin Media Inc. 2010 Stock Incentive Plan. This letter provides a brief overview of the Tender Offers and the steps you need to take if you wish to participate. If you otherwise hold Shares applicable to the Tender Offers, including Shares held through the Virgin Media Inc. Share Incentive Plan, the Liberty Global 2014 Incentive Plan and/or the Liberty Global 2005 Incentive Plan, you should reference the Tender Offer documents described below for further information regarding such Shares.

Procedure for Option Holders to Participate

The Tender Offers are generally being made to shareholders of Class A Shares and Class C Shares. Because you hold vested Options with underlying Shares, you may participate in the Tender Offers by first exercising your vested Options with underlying Shares and then tendering your Shares in accordance with the terms and conditions of the Tender Offer documents set forth below. Please note, however, that in order to receive Shares upon an applicable exercise, the exercise price of your vested Options must be below the fair market value of the underlying Shares at the time of exercise. If the exercise price of your vested Options is equal to or above the fair market value of the underlying Shares, you will not be able to exercise your Options and receive Shares.

For information about your Options, including grant date, exercise price, vesting dates, number of vested Shares, and expiration dates, please access your account at shareworks.solium.com/solium/servlet/userLogin. Representatives of Liberty Global are also available if you have questions related to your Options, or if you need assistance in exercising your vested Options in connection with the Tender Offers.

You should also review the prospectuses prepared in connection with the registration on Form S-8 of the Shares underlying your Options. The prospectuses are available through your account at Solium Capital.

If you are a former employee of Liberty Global or its subsidiaries, your vested Options generally remain exercisable until the earlier of the adjusted expiration date or the scheduled expiration date set forth in your award agreement; you should review your account with Solium Capital (see contact information below). Please keep the expiration date of your Options in mind when making a decision about whether to participate in the Tender Offers. The Tender Offers will not extend the expiration date or otherwise modify the terms of your Options .


Following the exercise of your Options with underlying Shares, you will receive Shares that you may tender in the Tender Offers if you so choose. You should evaluate all of the Tender Offer documents to determine if participation would be advantageous to you. The Tender Offer documents consist of (1) an Offer to Purchase dated August 12, 2019, and (2) the applicable Letter of Transmittal (yellow for Class A Shares and grey for Class C Shares). You can obtain a copy of the Tender Offer documents from Innisfree M&A Incorporated , the information agent for the Tender Offers, toll-free at (888) 750-5834 and through the U.S. local number at (212) 750-5833 . The Offer to Purchase sets forth all of the terms and conditions of the Tender Offers, some of which are summarized below. If you hold certificates or book-entry Shares registered in your own name, the applicable Letter of Transmittal is the form you would use to inform Liberty Global that you wish to participate in the Tender Offers. If you have the Shares that you receive upon exercise of Options deposited into a brokerage account, the brokerage firm will be required to tender the Shares on your behalf, and you must complete any forms required to instruct the broker to tender on your behalf and must meet any deadlines set by the broker for receipt of those forms. If you are considering exercising your Options and participating in the Tender Offers and have any questions, you should contact Gill James, UK Company Secretary, Virgin Media Limited at gill.james@virginmedia.co.uk. With respect to the Tender Offers, you should contact Innisfree M&A Incorporated at (212) 750-5833 or toll-free at (888) 750-5834 .

Whether or not you choose to exercise your Options, and whether or not you choose to participate in the Tender Offers, are entirely your decisions. Liberty Global’s Board of Directors has approved the making of the Tender Offers. However, neither Liberty Global nor its Board of Directors is making any recommendation as to whether you should exercise your Options, whether you should participate in the Tender Offers or, if you decide to participate, at what purchase price or purchase prices you may tender your Shares in the Tender Offers. You should review the materials for the Tender Offers, each as may be amended or supplemented from time to time, including the Offer to Purchase and the applicable Letter of Transmittal, and consult your own tax, financial and other personal advisors before determining whether to exercise Options and whether to participate in the Tender Offers.

If you do decide to exercise your vested Options and participate in the Tender Offers, you should be aware that the Tender Offers expire at one (1)  minute after 11:59 p.m., New York City time, on September 9, 2019 , unless extended or terminated by Liberty Global. In addition, as noted above, if the Shares you receive upon exercise of Options are deposited into a brokerage account, you will have to meet any earlier deadline set by the brokerage firm for their receipt of your instruction to tender the Shares in your account.

If you wish to exercise all or a portion of your vested Options in order to tender the underlying Shares in the Tender Offers, you must exercise your Options early enough to allow Liberty Global to facilitate your exercise and to transfer the Shares to you before the Tender Offers expire. For further information, or if you have any questions relating to exercising your Options, including those relating to the applicable deadlines, contact Solium Capital as described above.

If you do elect to exercise your Options, the exercise is not revocable, even if all or a portion of your Shares are not accepted in the Tender Offers .

Summary of Terms of the Tender Offer

The terms and conditions of the Tender Offers are fully set forth in the Offer to Purchase and the Letter of Transmittal, available from Innisfree M&A Incorporated, the information agent for the Tender Offer, at (888) 750-5834. The summary set forth below is intended only to provide you with a brief overview of the Tender Offers so that you can determine whether you want to obtain a copy of the Tender Offer documents for further review. This summary is qualified by the terms and conditions set forth in the Tender Offer documents.

Liberty Global invites its shareholders to tender (i) up to $625 million in value of its issued and outstanding Class A ordinary shares, $0.01 nominal value per share (each, a “ Class  A Share ”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. (each, a “ Counterparty Bank ,” and together, the “ Counterparty Banks ”), each acting as principal, at a price not greater than $29.00 nor less than $25.25 per Class A ordinary share (the “ Class  A Offer ”), and (ii) up to $1.875 billion in value of its issued and outstanding Class C ordinary shares, $0.01 nominal value per share (each, a “ Class  C Share ,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “ Shares ”), for purchase by the Counterparty Banks at a price not greater than $28.50 nor less than $24.75 per Class C ordinary share (the “ Class  C Offer ”), in each case, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions of the Tender Offers. We sometimes refer to the Class A Offer and the Class C Offer collectively as the “ Tender Offers ” and individually as a “ Tender Offer .”

 

2


Liberty Global will determine a single per share price for the Class A Shares and Class C Shares that are properly tendered and not properly withdrawn from the applicable Tender Offer, taking into account the total number of Class A Shares and Class C Shares properly tendered and the prices specified, or deemed specified, by tendering shareholders, in each case. This single per share price for Class A Shares (the “ Final Class  A Purchase Price ”) will be the lowest single purchase price, not greater than $29.00 nor less than $25.25 per Class A Share, that would allow Liberty Global to purchase, through the Counterparty Banks, up to $625 million in value of its Class A Shares, or all Class A Shares properly tendered and not properly withdrawn in the event that fewer than $625 million in value of its Class A Shares are properly tendered and not properly withdrawn. This single per share price for Class C Shares (the “ Final Class  C Purchase Price ”) will be the lowest single purchase price, not greater than $28.50 nor less than $24.75 per Class C Share, that would allow Liberty Global to purchase, through the Counterparty Banks, up to $1.875 billion in value of its Class C Shares, or all Class C Shares properly tendered and not properly withdrawn in the event that fewer than $1.875 billion in value of its Class C Shares are properly tendered and not properly withdrawn.

Liberty Global reserves the right to change the per share purchase price range and to increase or decrease the aggregate value sought in the Tender Offers, subject to applicable law and the authority of the Company to conduct the purchase of its ordinary shares in the capital of Liberty Global as approved by the shareholders of the Company at its annual general meeting of shareholders held on June 11, 2019 (the “ 2019 Shareholder Authorization ”). In accordance with the rules of the Securities and Exchange Commission, and subject to the 2019 Shareholder Authorization, if Class A Shares having an aggregate value of more than $625 million and/or if Class C Shares having an aggregate value of more than $1.875 billion, in each case, are properly tendered and not properly withdrawn in the applicable Tender Offer at or below the Final Class A Purchase Price or Final Class C Purchase Price, as applicable, Liberty Global may increase the number of Shares accepted for payment in the Tender Offers by no more than 2% of the outstanding Class A Shares and/or Class C Shares, as applicable, without extending the applicable Tender Offer.

Liberty Global will acquire Shares in the Tender Offers at the Final Class A Purchase Price or Final Class C Purchase Price, as applicable, upon the terms and subject to the conditions of the Tender Offers, including “Odd Lots” priority, proration and the conditional tender provisions described in the Offer to Purchase. These terms and conditions generally provide that Liberty Global will first accept ordinary shares tendered by smaller shareholders (individuals who own, beneficially or of record, an aggregate of less than 100 Class A Shares and/or Class C Shares), provided these individuals properly tender all of their Shares, and then will accept Shares properly tendered on a pro rata basis. Liberty Global will only purchase conditionally tendered Shares, by random lot and to the extent feasible, if such purchase is necessary to permit Liberty Global to purchase up to $625 million in value of its Class A Shares and/or up to $1.875 billion in value of its Class C Shares (or such greater amount as Liberty Global may elect to purchase, subject to applicable law and the 2019 Shareholder Authorization).

If you exercise any of your vested Options, and Liberty Global does not accept the tender of all or any of your Shares for any reason, including, without limitation, oversubscription, you will not be able to rescind your exercise.

Tax Implications

You should consult your own tax advisor as to the particular U.S. federal income tax consequences to you of exercising your Options and tendering Shares pursuant to the Tender Offers and the applicability and effect of any state, local or foreign tax laws and other tax consequences with respect to Option exercises and the Tender Offers.

THE TENDER OFFERS ARE NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF ORDINARY SHARES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

 

 

Recordkeeping and administrative services are provided by

Solium Capital. Liberty Global and Solium Capital are not

affiliated. This material has been prepared and distributed by

Liberty Global and it is solely responsible for its accuracy.

 

3

EXHIBIT (a)(1)(N)

[Letterhead of Computershare]

IMMEDIATE ATTENTION REQUIRED

Re: Liberty Global plc – Tender Offers

Dear Partnership Plan Participant:

As you may already be aware, Liberty Global plc (the “Company”) has announced its invitation for its shareholders to tender (i) up to $625 million in value of its Class A ordinary shares, nominal value $0.01 per share (each, a “Class A Share”), for purchase by Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc., each acting as principal (each, a “Counterparty Bank,” and together, the “Counterparty Banks”), at a purchase price of not greater than $29.00 nor less than $25.25 per Class A Share (the “Class A Offer”), and (ii) up to $1.875 billion in value of our Class C ordinary shares, nominal value $0.01 per share (each, a “Class C Share,” and the Class A Shares, individually or collectively with the Class C Shares, as appropriate, the “Shares”), for purchase by the Counterparty Banks at a purchase price of not greater than $28.50 nor less than $24.75 per Class C Share (the “Class C Offer,” and together with the “Class A Offer,” the “Offers”). The Offers are pursuant to, and in accordance with, the terms of the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), which has been made available to shareholders by the Company.

Our records reflect that you hold Company Shares in the Virgin Media Inc. Share Incentive Plan (the “Partnership Plan”), and we are writing to inform you of the options available to you with regard to the Shares held in the Partnership Plan. As described below, you have the right to instruct Computershare Investor Services PLC (trading as Computershare Plan Managers) to tender Shares credited to your individual account under the Partnership Plan. For the purposes of this letter, both Computershare Investor Services PLC and EES Trustees Limited, the trustee of the Partnership Plan, are together referred to as “Computershare.”

If you wish to participate in the Offers, you will need to direct Computershare to tender your Shares held in the Partnership Plan by completing a “Tender Form” for your Class A Shares and/or Class C Shares, as applicable, and returning it to Computershare Investor Services PLC, Plans Corporate Actions, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, at a date that is earlier than the “Expiration Date.” The deadline for returning the completed Tender Form to Computershare is 3 September 2019. If the applicable Offer is extended, the deadline for receipt of instructions will, to the extent feasible, be four (4) business days prior to the extended expiration date for the Class A Offer and/or Class C Offer, as applicable (such time, as it may be extended, the “Direction Deadline”) unless otherwise communicated. Please note that the Offers are applicable to both the Class A Shares in the Partnership Plan Series A and the Class C Shares in the Partnership Plan Series C (each individually a “Stock Fund” and collectively, as appropriate, the “Stock Funds”).

If you are invested in BOTH of the Stock Funds as of August  1, 2019, you will have the ability to instruct Computershare whether, and at what price(s), to tender any Class  A Shares and/or Class  C Shares credited to your Partnership Plan account. If you wish to instruct Computershare with respect to BOTH Class  A Shares and Class  C Shares, you will need to complete and return BOTH forms.

If you do not wish to participate in the Offers, you do not need to take any action and do not need to complete the Tender Form(s).

The remainder of this letter summarizes the transaction, your rights under the Partnership Plan and the procedures for providing your directions to Computershare. You should also review the more detailed explanation provided in the Offer to Purchase and the Tender Form for more information.


BACKGROUND

As further detailed in the Offer to Purchase, Liberty Global plc has invited shareholders to tender up to $625 million in value of its Class A Shares, at a purchase price not greater than $29.00 nor less than $25.25 per Class A Share and up to $1.875 billion in value of its Class C Shares, at a purchase price not greater than $28.50 nor less than $24.75 per Class C Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, in each case, for purchase by the Counterparty Banks. Liberty Global plc will select the lowest purchase price (in increments of $0.25) that will allow the Counterparty Banks to purchase up to $625 million in value of its Class A Shares and up to $1.875 billion in value of its Class C Shares. To ensure compliance with English law, any Shares purchased in the Offers will initially be purchased by a Counterparty Bank, acting as a principal and not as an agent, nominee or trustee. In turn, each Counterparty Bank will sell, and Liberty Global plc will purchase from each Counterparty Bank, such Shares at the price paid by such Counterparty Bank in the relevant Offer (along with certain other costs).

Subject to the terms and conditions of the Offers as set forth in the Offer to Purchase, if the total value of Shares tendered is less than or equal to $625 million for the Class A Offer and $1.875 billion for the Class C Offer, the Counterparty Banks will purchase all Shares that are properly tendered and not withdrawn. All Shares acquired in the Class A Offer will be acquired at the same purchase price and all Shares acquired in the Class C Offer will be acquired at the same purchase price, regardless of whether the shareholder tendered at a lower price.

The Offer to Purchase sets forth the terms and conditions of the Offers and is being provided to all Liberty Global plc shareholders. To understand the Offers fully and for a more complete description of the terms and conditions of the Offers, you should carefully read the entire Offer to Purchase.

The Offers extend to the Shares held by the Partnership Plan; as of August 1, 2019 the Partnership Plan held approximately 6,860 Class A Shares and 5,101 Class C Shares. Only Computershare, as trustee of the Partnership Plan, can tender these Shares in the Offers. Nonetheless, as a participant under the Partnership Plan, you have the right to direct Computershare whether or not to tender some or all of the Shares credited to your individual account under the Partnership Plan, and at what price or prices. Unless otherwise required by applicable law, Computershare will tender Shares credited to participant Partnership Plan accounts in accordance with participant instructions and Computershare will not tender Shares credited to participant Partnership Plan accounts for which it does not receive timely instructions.

If you do not complete the Tender Form(s) and return the form(s) to Computershare Investor Services PLC, Plans Corporate Actions, Bristol BS99 6AH, United Kingdom in a timely basis, you will be deemed to have elected not to participate in the Offers and no Shares credited to your Partnership Plan account will be tendered.

Unless otherwise required by applicable law, Computershare will not tender Shares credited to Partnership Plan accounts for which it has not received the completed Tender Form(s). Computershare makes no recommendation as to whether to direct the tender of Shares or whether to refrain from directing the tender of Shares. If you are in any doubt as to the decision you should take, you should seek independent professional advice. If you are taking advice in the United Kingdom, you are recommended to consult an independent financial adviser who is authorised under the Financial Services and Markets Act 2000. EACH PARTICIPANT OR BENEFICIARY MUST MAKE HIS OR HER OWN DECISIONS.

CONFIDENTIALITY

To assure the confidentiality of your decision, Computershare and their affiliates or agents will tabulate participant directions. Neither Computershare nor their affiliates or agents will make your individual direction to Computershare available to Liberty Global plc.

PROCEDURE FOR DIRECTING TRUSTEE

The Tender Form is available to download from the “Correspondence” section of your Employee Online account, which can be accessed through www.computershare.com/virginmedia. If you wish to participate in the Offers you will need to complete each applicable Tender Form and return it to Computershare Investor Services PLC, Plans Corporate Actions, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, so that it is received no later than 11 a.m., BST, on the Direction Deadline. Please note that each Tender Form indicates the number of Class A Shares and/or Class C Shares credited to your Partnership Plan account as of August 1, 2019 that can be tendered. However, for purposes of the final tabulation, Computershare will apply your instructions to the number of whole Class A Shares and/or Class C Shares credited to your Partnership Plan account as of the Direction Deadline, or as of a later date communicated to you by Computershare, if one or both of the Offers are extended and it is feasible. If you do not provide timely and proper directions, such Shares will be considered NOT TENDERED.

 

2


To properly complete your Tender Form(s) you must do the following:

 

  (1)

On the face of the applicable Tender Form, either select the box marked “Final Purchase Price Tender” or specify the number of Shares you wish to tender in the applicable “Auction Tender” price box(es). SELECT ONLY ONE OPTION (if more than one option is selected, you will be deemed to have not tendered):

 

 

Select the box marked “Final Purchase Price Tender” if you wish to Tender your Shares at the applicable final purchase price. You should understand that this election will indicate that you will accept the final purchase price for the Class A Shares or the final purchase price for the Class C Shares, as applicable, as determined by Computershare in accordance with the terms, and subject to the conditions of, the applicable Offer. This selection may have the effect of lowering the final purchase price for the applicable Offer and could result in your tendered Shares being purchased at the lowest possible price for the Offer ($25.25 for the Class A Offer or $24.75 for the Class C Offer), less any applicable withholding taxes and without interest.

 

 

Select the box(es) marked “Auction Tender” in all other cases and select the box immediately next to the price for which you wish to tender your Shares. Specify the whole number of Shares credited to your Partnership Plan account that you wish to tender at that price. You will not be permitted to tender a fraction of any Share.

You may direct the tender of Shares credited to your Partnership Plan account at different prices. To do so, you must state the number of whole Shares to be sold at each price by filling in the total of such Shares on the box immediately following the price. The total number of whole Shares you provide on each Tender Form may not exceed 100% of your holding, but it may be less than 100% of your holding. If this amount is less than 100%, you will be deemed to have instructed Computershare NOT to tender the balance of the Shares credited to your Partnership Plan account.

 

  (2)

Date and sign the Tender Form(s) in the space provided.

 

  (3)

Return the Tender Form(s) to Computershare not later than the Direction Deadline. If you wish to return the form(s) by overnight courier, please send the form(s) to Computershare at Computershare Investor Services PLC, Plans Corporate Actions, Bristol BS13 8AE, United Kingdom . Tender Forms will not be accepted via facsimile.

The payment due to you as a result of the Tender may also be subject to US Backup Withholding Tax at a rate of 24% unless you have the relevant US Tax Form registered against your account. We encourage you to consult your tax advisor concerning your decision to participate in the Offers and possible tax ramifications.

Your direction will be deemed irrevocable unless withdrawn by the Direction Deadline. In order to make an effective withdrawal, you must submit a new Tender Form for the applicable Shares, which may be obtained through your Employee Online account, which can be accessed through www.computershare.com/virginmedia, or by calling the Computershare helpline at +44 (0) 345 111 0321 between 8:30 am to 5:30 pm Monday to Friday BST, excluding public holidays. Upon Computershare’s receipt of the new Tender Form(s) prior to the Direction Deadline, your previous direction will be deemed cancelled. Additionally, you may change or redirect the tendering of any Shares credited to your Partnership Plan account by obtaining an additional Tender Form from Computershare, and repeating the previous instructions for directing your tender, in each case, prior to the Direction Deadline.

 

3


After the Direction Deadline, Computershare and its affiliates or agents will complete the tabulation of all directions. Computershare will tender the appropriate number of Shares, at the appropriate price(s), on behalf of the Partnership Plan.

Subject to the satisfaction of the conditions described in the Offer to Purchase, the Counterparty Banks will purchase up to $625 million in value of the Class A Shares and up to $1.875 billion in value of the Class C Shares that are properly tendered and not properly withdrawn prior to the expiration date of the Offers. As described in the Offer to Purchase, if one or both of the Offers is oversubscribed, the Shares tendered pursuant to the Class A Offer and/or Class C Offer may be subject to proration. Any Shares credited to your Partnership Plan account that are not purchased in the Class A Offer and/or Class C Offer will remain allocated to your individual account under the Partnership Plan.

Shares held in the Partnership Plan are eligible to participate in the odd lot priority and conditional tender provisions of the Offers.

EFFECT OF TENDER ON YOUR PARTNERSHIP PLAN ACCOUNT

If you direct Computershare to tender some or all of the Shares credited to a given Stock Fund within your Partnership Plan account, as of 11:00 a.m. BST, on the Direction Deadline, transactions involving the Shares credited to your Partnership Plan account that you have requested to tender, including all exchanges out, loans, withdrawals and distributions, will be prohibited until all processing related to the Offers has been completed, unless the Offers are terminated or the completion dates are extended.

In the event that the Class A Offer and/or the Class C Offer are extended, the freeze on transactions involving the relevant Stock Fund(s) will, if feasible, be temporarily lifted until four (4) business days prior to the new expiration date of the applicable Offer unless otherwise communicated by Computershare, as extended, at which time a new freeze on these transactions involving the relevant Stock Fund(s) will commence. You can call the Computershare Helpline at +44 (0) 345 111 0321, between 8:30 am to 5:30 pm BST Monday to Friday, excluding public holidays, to obtain updated information on expiration dates, deadlines and Stock Fund freezes.

If you directed Computershare NOT to tender any of the Shares in a given Stock Fund credited to your account or you did not provide directions in a timely manner, you will continue to have access to all transactions normally available to such Stock Fund, subject to the Partnership Plan rules.

PROCEEDS

For any Shares in the Partnership Plan that are tendered and purchased in the Offers, including any Shares held in the Partnership Plan’s forfeiture account that will be tendered proportionately, the Partnership Plan will receive cash.

If you elect to tender Shares and such Shares are accepted in the Offers, any proceeds received in respect of such Shares will be returned to you, by GBP cheque or BACs where Computershare has Bank Details registered for you, as soon as administratively possible after receipt of proceeds. Computershare anticipates that the processing of participant accounts will be completed within seven (7) business days of receipt of these proceeds. The sale proceeds will be denominated in USD, and Computershare will arrange for the proceeds to be converted into Sterling in accordance with Clause 6.1 of your SIP Share Dealing Terms and Conditions. You may call the Computershare Helpline at +44 (0) 345 111 0321 between 8:30 am to 5:30 pm BST Monday to Friday, excluding public holidays, or log on to www.computershare.com/virginmedia  after the Offers are complete to learn the effect of the tender(s) on your Partnership Plan account.

SHARES OUTSIDE THE PARTNERSHIP PLAN

If you hold Shares outside of the Partnership Plan, you will receive, under separate cover, materials for the Offers to be used to tender those Shares. Those materials may not be used to direct Computershare to tender or not tender the Shares credited to your individual account under the Partnership Plan. Likewise, the tender of Shares credited to your individual account under the Partnership Plan will not be effective with respect to Shares you hold outside of the Partnership Plan. Similarly, the Tender Form(s) may not be used to tender Shares held outside of the Partnership Plan. The direction to tender or not tender Shares credited to your individual account under the Partnership Plan may only be made in accordance with the procedures in this letter and the other materials provided to you by Computershare.

 

4


TAX CONSEQUENCES

You will not recognize any immediate tax gain or loss as a result of the tender and sale of any Shares credited to your account in the Partnership Plan, provided that you do not withdraw your Shares from the Partnership Plan prior to the sale of any Shares. We encourage you to consult your tax advisor concerning your decision to participate in the Offers and possible tax ramifications.

FURTHER INFORMATION

If you require additional information concerning the procedure to tender Shares credited to your individual account under the Partnership Plan, please contact the Computershare Helpline at +44 (0) 345 111 0321 between 8:30 am to 5:30 pm Monday to Friday BST, excluding public holidays. If you require additional information concerning the terms and conditions of the Offers, please call Innisfree M&A Incorporated, the information agent of the Offers, at 1-212-750-5833 or toll free at 1-888-750-5834.

This communication is not intended to be, nor should it be considered, legal, tax or financial advice to you. If you are in any doubt as to the decision you should take, you should seek independent professional advice. If you are taking advice in the United Kingdom, you are recommended to consult an independent financial adviser who is authorised under the Financial Services and Markets Act 2000. Your participation in this Offer is entirely optional. Neither, the Company or its Board of Directors or Computershare recommends whether you should participate or refrain from participating in this Offer.

 

Sincerely,
For and on behalf of
Computershare Plan Managers
Share Plan Administrator for the
Virgin Media Inc. Share Incentive Plan

 

5

EXHIBIT (a)(1)(O)

THIS TENDER FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this form or what action you should take, you are recommended to immediately seek independent professional advice. Information on Liberty Global plc (the “Company”) and full details of the modified Dutch auction cash tender are set out in the Offer to Purchase dated 12 August 2019, which should be read carefully before any action is taken. Unless the context otherwise requires, expressions defined in the Offer to Purchase bear the same meanings in this tender form. Please note that nothing in this tender form or the Terms and Conditions constitutes legal or tax advice. If you are in any doubt as to your legal or financial position, please seek independent professional advice.

 

  

SRN: [C0123456789]

Private & Confidential

  

Participant Name

  

Participant Address

  

TO ACCEPT THE OFFER IN RESPECT OF YOUR CLASS A SHARES

 

Number of Class A Shares held as at 1 August 2019:                           Maximum Number of whole Class A Shares you may tender:                

You may accept the Offer for some or all or of your Class A Shares. Participants with less than 100 Class A Shares (“Odd Lot Holders”) may receive preferential treatment in relation to any scale back through the Offer but must tender all of their Class A Shares.

Please indicate in the appropriate boxes below the number of Class A Shares to be tendered and the price at which they are to be tendered. Shareholders who wish to make a Final Purchase Price Tender and tender their Class A Shares at the purchase price determined pursuant to the Offer should indicate the number of Class A Shares they wish to tender in the “Final Purchase Price” box below. If all Class A Shares are to be tendered write “ALL” against the appropriate option.

The Offer is being made in US Dollars however, if you elect to tender Class A Shares and such Class A Shares are accepted in the Offer, any proceeds received in respect of such Class A Shares will be returned to you, by GBP cheque or BACs where Computershare has Bank Details registered for you, as soon as administratively possible after receipt of proceeds. Computershare will arrange for the proceeds to be converted into Sterling in accordance with Clause 6.1 of your SIP Share Dealing terms and conditions. US Backup withholding Tax may be applicable on the payment you receive through the Offer, unless you have the relevant US Tax Form registered against your account. If relevant, you will need to complete a Form W-9 or Form W-8BEN and return the applicable document with this Tender Form to avoid the backup withholding of US federal income tax on the payment. You can obtain the Form W-9 and Form W-8BEN from the IRS Website at www.irs.gov . Alternatively, you can log in to your Employee Online account and click the link to be directed to the online tax certification website. You are urged to consult a tax advisor for further guidance regarding the completion of the relevant U.S. tax form in order to claim exemption from backup withholding tax.

 

Final Purchase Price Tender:                 

                              

 

Auction Tender $ 25.25:

           Auction Tender $ 26.75:            Auction Tender $ 28.25:     

Auction Tender $ 25.50:

           Auction Tender $ 27.00:            Auction Tender $ 28.50:     

Auction Tender $ 25.75:

                      Auction Tender $ 27.25:               Auction Tender $ 28.75:                

Auction Tender $ 26.00:

              Auction Tender $ 27.50:                       Auction Tender $ 29.00:     

Auction Tender $ 26.25:

           Auction Tender $ 27.75:            If you wish to participate in the conditional tender, please indicate the minimum number of Class A Shares you wish to have tendered in the event of any Scale Back:     

Auction Tender $ 26.50:

           Auction Tender $ 28.00:     

To enable Computershare to complete the submission of the tender form on your behalf we will require some additional information from you to allow us to comply with the MiFID II Regulations. As such, alongside the completion of this tender form you will need to ensure that your personal information on your Employee Online account is up to date. Failure to provide us with this information may result in Computershare not being able to process a sale on your behalf and your instruction will be deemed invalid and void. To check that your account details are up to date, please log in to www.computershare.com/virginmedia and navigate to “My Profile” to check that your “Personal Trading Details” (MIFID II) have been entered.

 

Signature (please sign in the box below)       Date (dd/mm/yyyy)            
                                            

 

Contact Details:    

IF YOU DO NOT WISH TO SELL ANY OF YOUR CLASS A SHARES IN THE OFFER, DO NOT COMPLETE OR RETURN THE FORM

Acceptances of the Offer must be received by no later than 11 a.m. on 3 September 2019 unless otherwise communicated by Computershare. If you are in the United Kingdom, this Tender Form should be sent by post to Computershare Investor Services PLC, Plans Corporate Actions, The Pavilions, Bridgwater Road, Bristol, BS99 6AH.


HOW TO COMPLETE THE FORM

If you have any queries regarding the completion of this form, please contact the Computershare Helpline on +44 (0) 345 111 0321 between 8:30 a.m. and 5:30 p.m. BST on any business day excluding public holidays. Please note that Computershare is unable to provide you with any legal, financial or tax advice. If you require such advice, please contact an independent advisor.

The Offer

To accept the Offer, insert the total number of Class A Shares in respect of which you wish to accept the Offer against the price per share at which you wish your Class A Shares to be purchased if you wish to make an Auction Tender, or in the box entitled “Final Purchase Price Tender”, if you wish to make a Final Purchase Price Tender. SELECT ONLY ONE OPTION (if more than one option is selected, you will be deemed to have not tendered). You must also sign the form in accordance with the instructions set out below, which will constitute your acceptance of the Offer.

If you want to accept the Offer in respect of all of your Class A Shares write “ALL” against the appropriate price. If no number or a number greater than your registered holding of Class A Shares is specified and you have signed the form, you will be deemed to have accepted the Offer in respect of your entire registered holding of Class A Shares.

As described in the Offer to Purchase, a tendering Shareholder may condition his or her tender of Class A Shares upon the Company purchasing all or a specified minimum number of the Class A Shares tendered. Unless at least the minimum number of Class A Shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the Class A Shares tendered by you will be purchased. It is the tendering Shareholder’s responsibility to calculate the minimum number of Class A Shares that must be purchased from the Shareholder in order for the Shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Shareholders are urged to consult with their own tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result for any Shareholder tendering Class A Shares. Unless this box has been completed and a minimum number of Class A Shares specified, your tender will be deemed unconditional.

This form may only be used to make an Auction Tender, Conditional Tender or a Final Purchase Price Tender by completing the above.

Odd Lot Holders

If you hold more than 100 Class A Shares, you may choose to sell either some or all of your Class A Shares pursuant to the Offer.

If you hold less than 100 Class A Shares, you may only choose to sell all of your Class A Shares pursuant to the Offer. However, in exchange for only being able to participate in the Offer on these terms, you will be guaranteed to be able sell all of your Class A Shares under the Offer, provided that you choose to participate within the relevant price range, rather than potentially being subject to pro-ration. The Offer to Purchase includes further details regarding how individuals holding such “odd lots” of Class A Shares can participate in the Offer.

Signatures

To accept the Offer you must sign this Tender Form. If these instructions are not followed, or this Tender Form is incorrectly completed or cannot be read, this Tender Form will be invalid.

 

1.

Definitions

Computershare ” means Computershare Investor Services PLC (registered number 3498808) whose registered office is at The Pavilions, Bridgwater Road, Bristol, BS13 8AE;

Offer to Purchase ” means the document that has been announced to the market that provides Shareholders with details of the Offer;

Offer ” means Liberty Global plc’s invitation for its Shareholders to tender up to $625 million in value of its Class A Shares;

Participant ” means an employee who has been awarded or otherwise holds Class A Shares in accordance with and subject to the Terms & Conditions;

Plan ” means the Virgin Media Inc. Share Incentive Plan;

Service ” means the service provided by Computershare on behalf of the Trustee to enable you to send your Tender form;

Class A Shares ” means the Class A ordinary shares in Liberty Global plc held on trust for you by the Trustee in accordance with the rules of the Plan;

Shareholder ” means an owner of ordinary shares in Liberty Global plc;

Terms & Conditions ” means the terms and conditions that govern your participation in the Plan;

Tender ” means to accept the Offer;

“Trustee” means EES Trustees Limited (registered number 576832) The Pavilions, Bridgwater Road, Bristol, BS13 8AE; and

“you” (or “your”) means you, the person who wishes to use the Service.

 

2.

Liability

Neither Computershare nor the Trustee (nor its officers, employees, agents or sub-contractors) will be liable to you for any loss or damage you may suffer or incur as a result of your use of the Service unless such loss or damage results directly from the negligence, wilful default or fraud of Computershare or the Trustee. Computershare is also not liable for any postal delays.

 

3.

Validity

In the event that any clause under these terms and conditions is not legally enforceable, the remaining clauses will not be affected and will remain valid and enforceable.

 

4.

Overseas Participants

If you are resident in, or a citizen of, a jurisdiction outside the United Kingdom, it is your responsibility to inform yourself about, and observe, any applicable legal requirements.

 

5.

Confirmations and Undertakings

In accepting these terms and conditions, you will be deemed to have given the following confirmations and undertakings to Computershare: (a) You are a Participant or are otherwise duly authorised to submit Instructions on behalf of such Participant; (b) You have read and understood these terms and conditions and you agree to be bound by them; (c) You are either resident in, or a citizen of, the United Kingdom or have otherwise complied with all applicable legal requirements in any other jurisdiction necessary for you to lawfully make use of the Service.

 

6.

Governing Law

These terms and conditions will be governed by and construed in accordance with English law. You agree that in the event of a dispute the English courts will have jurisdiction.


THIS TENDER FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this form or what action you should take, you are recommended to immediately seek independent professional advice. Information on Liberty Global plc (the “Company”) and full details of the modified Dutch auction cash tender are set out in the Offer to Purchase dated 12 August 2019, which should be read carefully before any action is taken. Unless the context otherwise requires, expressions defined in the Offer to Purchase bear the same meanings in this tender form. Please note that nothing in this tender form or the Terms and Conditions constitutes legal or tax advice. If you are in any doubt as to your legal or financial position, please seek independent professional advice.

 

  

SRN: [C0123456789]

Private & Confidential

  

Participant Name

  

Participant Address

  

TO ACCEPT THE OFFER IN RESPECT OF YOUR CLASS C SHARES

 

Number of Class C Shares held as at 1 August 2019:                           Maximum Number of whole Class C Shares you may tender:                

You may accept the Offer for some or all or of your Class C Shares. Participants with less than 100 Class C Shares (“Odd Lot Holders”) may receive preferential treatment in relation to any scale back through the Offer but must tender all of their Class C Shares.

Please indicate in the appropriate boxes below the number of Class C Shares to be tendered and the price at which they are to be tendered. Shareholders who wish to make a Final Purchase Price Tender and tender their Class C Shares at the purchase price determined pursuant to the Offer should indicate the number of Class C Shares they wish to tender in the “Final Purchase Price” box below. If all Class C Shares are to be tendered write “ALL” against the appropriate option.

The Offer is being made in US Dollars however, if you elect to tender Class C Shares and such Class C Shares are accepted in the Offer, any proceeds received in respect of such Class C Shares will be returned to you, by GBP cheque or BACs where Computershare has Bank Details registered for you, as soon as administratively possible after receipt of proceeds. Computershare will arrange for the proceeds to be converted into Sterling in accordance with Clause 6.1 of your SIP Share Dealing terms and conditions. US Backup withholding Tax may be applicable on the payment you receive through the Offer, unless you have the relevant US Tax Form registered against your account. If relevant, you will need to complete a Form W-9 or Form W-8BEN and return the applicable document with this Tender Form to avoid the backup withholding of US federal income tax on the payment. You can obtain the Form W-9 and Form W-8BEN from the IRS Website at www.irs.gov . Alternatively, you can log in to your Employee Online account and click the link to be directed to the online tax certification website. You are urged to consult a tax advisor for further guidance regarding the completion of the relevant U.S. tax form in order to claim exemption from backup withholding tax.

 

Final Purchase Price Tender:                 

                              

 

Auction Tender $ 24.75:

           Auction Tender $ 26.25:            Auction Tender $ 27.75:     

Auction Tender $ 25.00:

           Auction Tender $ 26.50:            Auction Tender $ 28.00:     

Auction Tender $ 25.25:

                      Auction Tender $ 26.75:               Auction Tender $ 28.25:                

Auction Tender $ 25.50:

              Auction Tender $ 27.00:                       Auction Tender $ 28.50:     

Auction Tender $ 25.75:

           Auction Tender $ 27.25:            If you wish to participate in the conditional tender, please indicate the minimum number of Class C Shares you wish to have tendered in the event of any Scale Back:     

Auction Tender $ 26.00:

           Auction Tender $ 27.50:     

To enable Computershare to complete the submission of the tender form on your behalf we will require some additional information from you to allow us to comply with the MiFID II Regulations. As such, alongside the completion of this tender form you will need to ensure that your personal information on your Employee Online account is up to date. Failure to provide us with this information may result in Computershare not being able to process a sale on your behalf and your instruction will be deemed invalid and void. To check that your account details are up to date, please log in to www.computershare.com/virginmedia and navigate to “My Profile” to check that your “Personal Trading Details” (MIFID II) have been entered.

 

Signature (please sign in the box below)       Date (dd/mm/yyyy)            
                                            

 

Contact Details:    

IF YOU DO NOT WISH TO SELL ANY OF YOUR CLASS C SHARES IN THE OFFER, DO NOT COMPLETE OR RETURN THE FORM

Acceptances of the Offer must be received by no later than 11 a.m. on 3 September 2019 unless otherwise communicated by Computershare. If you are in the United Kingdom, this Tender Form should be sent by post to Computershare Investor Services PLC, Plans Corporate Actions, The Pavilions, Bridgwater Road, Bristol, BS99 6AH.


HOW TO COMPLETE THE FORM

If you have any queries regarding the completion of this form, please contact the Computershare Helpline on +44 (0) 345 111 0321 between 8:30 a.m. and 5:30 p.m. BST on any business day excluding public holidays. Please note that Computershare is unable to provide you with any legal, financial or tax advice. If you require such advice, please contact an independent advisor.

The Offer

To accept the Offer, insert the total number of Class C Shares in respect of which you wish to accept the Offer against the price per share at which you wish your Class C Shares to be purchased if you wish to make an Auction Tender, or in the box entitled “Final Purchase Price Tender”, if you wish to make a Final Purchase Price Tender. SELECT ONLY ONE OPTION (if more than one option is selected, you will be deemed to have not tendered). You must also sign the form in accordance with the instructions set out below, which will constitute your acceptance of the Offer.

If you want to accept the Offer in respect of all of your Class C Shares write “ALL” against the appropriate price. If no number or a number greater than your registered holding of Class C Shares is specified and you have signed the form, you will be deemed to have accepted the Offer in respect of your entire registered holding of Class C Shares.

As described in the Offer to Purchase, a tendering Shareholder may condition his or her tender of Class C Shares upon the Company purchasing all or a specified minimum number of the Class C Shares tendered. Unless at least the minimum number of Class C Shares you indicate below is purchased by the Company pursuant to the terms of the Offer, none of the Class C Shares tendered by you will be purchased. It is the tendering Shareholder’s responsibility to calculate the minimum number of Class C Shares that must be purchased from the Shareholder in order for the Shareholder to qualify for sale or exchange (rather than distribution) treatment for U.S. federal income tax purposes. Shareholders are urged to consult with their own tax advisors before completing this section. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result for any Shareholder tendering Class C Shares. Unless this box has been completed and a minimum number of Class C Shares specified, your tender will be deemed unconditional.

This form may only be used to make an Auction Tender, Conditional Tender or a Final Purchase Price Tender by completing the above.

Odd Lot Holders

If you hold more than 100 Class C Shares, you may choose to sell either some or all of your Class C Shares pursuant to the Offer.

If you hold less than 100 Class C Shares, you may only choose to sell all of your Class C Shares pursuant to the Offer. However, in exchange for only being able to participate in the Offer on these terms, you will be guaranteed to be able sell all of your Class C Shares under the Offer, provided that you choose to participate within the relevant price range, rather than potentially being subject to pro-ration. The Offer to Purchase includes further details regarding how individuals holding such “odd lots” of Class C Shares can participate in the Offer.

Signatures

To accept the Offer you must sign this Tender Form. If these instructions are not followed, or this Tender Form is incorrectly completed or cannot be read, this Tender Form will be invalid.

 

1.

Definitions

Computershare ” means Computershare Investor Services PLC (registered number 3498808) whose registered office is at The Pavilions, Bridgwater Road, Bristol, BS13 8AE;

Offer to Purchase ” means the document that has been announced to the market that provides Shareholders with details of the Offer;

Offer ” means Liberty Global plc’s invitation for its Shareholders to tender up to $1.875 billion in value of its Class C Shares;

Participant ” means an employee who has been awarded or otherwise holds Class C Shares in accordance with and subject to the Terms & Conditions;

Plan ” means the Virgin Media Inc. Share Incentive Plan;

Service ” means the service provided by Computershare on behalf of the Trustee to enable you to send your Tender form;

Class C Shares ” means the Class C ordinary shares in Liberty Global plc held on trust for you by the Trustee in accordance with the rules of the Plan;

Shareholder ” means an owner of ordinary shares in Liberty Global plc;

Terms & Conditions ” means the terms and conditions that govern your participation in the Plan;

Tender ” means to accept the Offer;

“Trustee” means EES Trustees Limited (registered number 576832) The Pavilions, Bridgwater Road, Bristol, BS13 8AE; and

“you” (or “your”) means you, the person who wishes to use the Service.

 

2.

Liability

Neither Computershare nor the Trustee (nor its officers, employees, agents or sub-contractors) will be liable to you for any loss or damage you may suffer or incur as a result of your use of the Service unless such loss or damage results directly from the negligence, wilful default or fraud of Computershare or the Trustee. Computershare is also not liable for any postal delays.

 

3.

Validity

In the event that any clause under these terms and conditions is not legally enforceable, the remaining clauses will not be affected and will remain valid and enforceable.

 

4.

Overseas Participants

If you are resident in, or a citizen of, a jurisdiction outside the United Kingdom, it is your responsibility to inform yourself about, and observe, any applicable legal requirements.

 

5.

Confirmations and Undertakings

In accepting these terms and conditions, you will be deemed to have given the following confirmations and undertakings to Computershare: (a) You are a Participant or are otherwise duly authorised to submit Instructions on behalf of such Participant; (b) You have read and understood these terms and conditions and you agree to be bound by them; (c) You are either resident in, or a citizen of, the United Kingdom or have otherwise complied with all applicable legal requirements in any other jurisdiction necessary for you to lawfully make use of the Service.

 

6.

Governing Law

These terms and conditions will be governed by and construed in accordance with English law. You agree that in the event of a dispute the English courts will have jurisdiction.