Duco Sickinghe, CEO Telenet, transfers shares and vested warrants to independent Foundation

  • Duco Sickinghe confirms neutrality towards bid of Liberty Global, Inc.


- Today Telenet has been informed by Duco Sickinghe, CEO of Telenet, that he is transfering his shares and his vested warrants of Telenet, which are subject of the takeover bid by Liberty Global, Inc. ("LGI") as announced on 20 September 2012, to a so-called "Stichting Administratiekantoor" (or Foundation), established under Dutch law.

As part of this transaction, Mr. Sickinghe wishes to emphasize his neutrality towards the bid and to prevent any conflict of interest. Telenet has also been informed by Mr. Sickinghe that he is committed and motivated to continue to manage Telenet as CEO and to realize further growth.


Transfer of Duco Sickinghe's shares and warrants to a Foundation
Mr. Sickinghe has informed Telenet that he is transferring his 296,025 Telenet shares and 856,256 vested Telenet warrants (the latter with approval of the Remuneration Committee) to a "blind trust", that will be outside of his reach during the bid. For practical reasons a Foundation ("Stichting Administratiekantoor") under Dutch law was formed. This Foundation will issue certificates to Mr. Sickinghe representing the financial rights in the shares and warrants. The Foundation is the legal owner of the shares and warrants and can decide completely autonomously on (i) a possible transfer of the shares and warrants - i.e. in the context of the present takeover bid -, (ii) the timing of such transfer, and (iii) the price at which such transfer will take place. The non-vested warrants are not transferred to this Foundation as Mr. Sickinghe has no title to them yet. The stock options are not covered by the takeover bid and thus not transferred to the Foundation either.

Independent board
Telenet was informed that the board of the Foundation will consist of three independent persons:

  • Mr. Sjoerd E. Eisma (former partner of the Dutch law firm De Brauw Blackstone Westbroek; former professor University of Leiden and University of Amsterdam; supervisory director at Hal Holding NV and Robeco Group NV);
  • Mr. Luc Philips (former CFO of KBC Group; independent director at i.a. ThromboGenics NV);
  • Mr. Dirk Heremans (professor emeritus KU Leuven; honorary member of the Commission of Banking and Finance; independent director at KBC Group).

Functioning of the Foundation during the period of the bid
Mr. Sickinghe informed Telenet of the most important aspects of the functioning of the Foundation during the period of the bid - although the Foundation will continue to exist after the bid - which have been summarized as follows:

  • The directors of the Foundation can decide completely autonomously on a total or partial transfer or non-transfer of the shares and warrants and/or on a total or partial exercise or on-exercise of the warrants. They do not need any approval from Mr. Sickinghe to do so.
  • Mr. Sickinghe has explicitly waived his rights to hold the directors responsible for their decisions in this respect.
  • The directors of the Foundation will not communicate on their decision with Mr. Sickinghe and Mr. Sickinghe will not influence their decision in any way.
  • Mr. Sickinghe cannot exchange his certificates for the underlying shares and warrants.
  • The directors of the Foundation have not had any direct business of personal relations with Mr. Sickinghe, Telenet and/or LGI.
  • The directors of the Foundation cannot be dismissed by Mr. Sickinghe. The directors can co-opt new members to the board if one of them should resign or decease.

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About Telenet group

As a provider of entertainment and telecommunications services in Belgium and Luxembourg, Telenet group aims to offer its customers the best possible experience in the digital world. Through its Telenet, BASE and TADAAM brands, the company provides digital television, internet, and fixed and mobile telephony services to residential customers in Belgium. In the Grand Duchy of Luxembourg, Telenet group provides these services under the Eltrona brand. 

Telenet Business serves the business market in Belgium and Luxembourg with connectivity, hosting and security solutions. With more than 3,000 employees, Telenet group has one clear goal: to make living and working easier and more enjoyable. 

Telenet group is an integral part of Ziggo Group, which brings together Telenet group and VodafoneZiggo. Telenet group continues to operate under its own brands and remains responsible for its customers, employees, strategy and performance in its markets. Ziggo Group is 90% owned by Liberty Global and 10% owned by Vodafone Group. 

More information about Telenet group and its products is available on the Telenet website. The Telenet group newsroom can be found on the press website. 

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