Mechelen, August 24, 2023 - Telenet Group Holding NV (“Telenet” or the “Company”) (Euronext Brussels: TNET) announces the mandatory re-opening of the voluntary and now unconditional 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 the 6.57% Telenet shares that it does not already own or that are not held by Telenet.
As previously announced in the press release dated 19 July 2023, Liberty Global will proceed on 24 August 2023 with the mandatory re-opening of its Offer at a price of €21.00 per share (after deduction of the €1.00 gross dividend approved by Telenet’s ordinary general meeting of 26 April 2023 as paid on 5 May 2023).
The subsequent acceptance period will start on 24 August 2023 at 9 a.m. CET and end on 13 September 2023 at 4 p.m. CET. Liberty Global intends to announce the results of the subsequent acceptance period before or on 20 September 2023. The Offer price will be made payable before or on 27 September 2023.
After settlement of the initial acceptance period on 26 July 2023, Liberty Global Belgium Holding owned (taking into account the 3,500,526 treasury shares that were held by Telenet at that time) 93.56%1 of the shares of Telenet. On 1 and 4 August 2023, an aggregate of 138,156 treasury shares were transferred by Telenet to the beneficiaries of Restricted Share Plan 2021 and Restricted Share Plan 2022 pursuant to the vesting of shares previously issued under those share plans in accordance with their terms and conditions. Liberty Global Belgium Holding (taking into account the 3,362,370 treasury shares held by Telenet) therefore now owns 93.43% of the shares of Telenet. The transferred treasury shares are subject to the Offer.
Since settlement of the initial acceptance period, the free float of the Telenet shares has been limited to 6.57%2. The re-opening gives investors who missed the initial acceptance period or those seeking additional liquidity the opportunity to still accept the Offer.
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 (i.e. resulting in 96.23% ownership), the Offer will be followed by a simplified squeeze-out bid subject to the same financial conditions as the Offer.
As a reminder, 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
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.
1 As a consequence of a third party factual error in the centralisation of the acceptances, the press releases of Telenet and Liberty Global of 19 July 2023 erroneously indicated that 101,018,038 shares were owned by Liberty Global Belgium Holding as a result from the Telenet shares that were tendered during the initial acceptance period instead of the actual 101,387,378 shares that were owned by Liberty Global Belgium Holding as a result from the Telenet shares that were tendered during the initial acceptance period. Liberty Global Belgium Holding therefore owned (taking into account the 3,500,526 treasury shares that were held by Telenet at that time) 93.56% of the shares of Telenet and not 93.23% as indicated in the press releases of 19 July 2023.
2 This number takes into account the 138,156 transferred treasury shares.
This document has been released on August 24, 2023, at 08.00 CET