Publication of prospectus and response memorandum regarding voluntary and conditional cash offer by Liberty Global. Initial acceptance period to start on 8 June 2023
The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.
Mechelen, June 7, 2023 - Telenet Group Holding NV (“Telenet” or the “Company”) (Euronext Brussels: TNET) announces today the publication of the prospectus related to the voluntary and conditional public takeover bid (the “Offer”) by Liberty Global plc (“Liberty Global”), through its wholly owned subsidiary Liberty Global Belgium Holding B.V. (“Liberty Global Belgium Holding”), for all of the Telenet shares that it does not already own or that are not held by Telenet. In conjunction with the prospectus, the Board of Directors of Telenet has prepared a response memorandum in which it sets out its recommendation of the Offer. Both the prospectus and the response memorandum have been approved by the Financial Services and Markets Authority in Belgium (the “FSMA”). The FSMA’s approval of these documents does not imply any opinion by the FSMA on the merits or the quality of the Offer.
The Offer is an offer in cash at a price of €22.00 per share, deducting the €1.00 gross dividend approved by Telenet’s ordinary general meeting of 26 April 2023 as paid on 5 May 2023. This results in an Offer price of €21.00 per share (the “Offer Price”). The Offer is subject to the conditions that, (i) as a result of the Offer, Liberty Global Belgium Holding must, together with Telenet, own at least 95% of the shares in Telenet and (ii) no material adverse change occurs with respect to the closing quote of the BEL-20 index and/or shares of Proximus NV/SA and Orange Belgium NV/SA prior to the date of the announcement of the results of the Offer (subject, in the case of Proximus NV/SA, to adjustment to take into account a dividend payment of €0.70 per share on 28 April 2023).
The prospectus (including the valuation report by Lazard BV/SRL, which has been appointed as independent expert by the independent directors of the Company, in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers), the response memorandum and the acceptance form are available on the following website: shareholder-offer.be
The initial acceptance period will start on 8 June 2023 at 9 a.m. CET and end on 12 July 2023 at 4 p.m. CET (unless extended). Liberty Global intends to announce the results of the initial acceptance period on or around 19 July 2023. The Offer Price will be made payable on 26 July 2023.
During the initial acceptance period, shareholders can tender their shares to the Offer by following the instructions set out in the prospectus.
If, following the Offer, Liberty Global Belgium Holding, together with Telenet, owns at least 95% of the shares of Telenet and has acquired, by acceptance of the Offer, at least 90% of the shares that are the subject of the Offer, the Offer will be followed by a simplified squeeze-out bid subject to the same financial conditions as the Offer.
In accordance with its obligations under Belgian law, the Board of Directors, with the support of its financial and legal advisors, has reviewed the Offer and assessed the terms and conditions thereof. The independent directors appointed Lazard BV/SRL as independent expert in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers. Telenet’s Board of Directors unanimously supports and recommends the Offer. The Board of Directors has provided its formal opinion in the response memorandum which is attached to the prospectus as mentioned above.