Liberty Global Ltd. · NASDAQ:LBTYA
Liberty Global — Corporate Update (June 2023)
14 slides from Liberty Global's corporate update, Jun 28, 2023
Slide 1: Proposed Bermuda Redomiciliation
PROPOSED BERMUDA REDOMICILIATION June 28, 2023 Exhibit 99.2
Slide 2: Disclaimers
DISCLAIMERS 2 Forward-Looking Statements This communication contains certain statements which are, or may be deemed to be, “forward-looking statements” with respect to the financial condition, results of operations and business of Liberty Global and certain plans and objectives of Liberty Global wit
Slide 3: Overview of the Transaction
OVERVIEW OF THE TRANSACTION Liberty Global plc is seeking to re-domicile to Bermuda to enhance shareholder value 3 Liberty Global plc is holding shareholder meetings on July 13, 2023 with a goal of re-domiciling the parent company from England & Wales to Bermuda – Bermuda has a stable corporate le
Slide 4: Principal Benefits of Redomiciling
PRINCIPAL BENEFITS OF REDOMICILING 4 Key Benefits Explanation Facilitates Value- Enhancing Transactions Financings, cross-border M&A and investments, share buybacks, self-tender offers, spin-offs and split-offs are key components of our strategy These and other transactions are easier to execute
Slide 5: Redomiciliation Facilitates Value-Enhancing Transactions
REDOMICILIATION FACILITATES VALUE-ENHANCING TRANSACTIONS 5 1 Corporate Action Effects of Redomiciliation Share Buybacks No stamp tax No shareholder approval required No need for use of shareholder-approved investment banks to act as conduits in the market with associated cost and administratio
Slide 6: Mergers & Business Combinations Are Made Easier
MERGERS & BUSINESS COMBINATIONS ARE MADE EASIER 6 1 English Law does not permit merger transactions English Law does not provide for mergers. Business combinations at the parent level are usually effected by way of a tender offer (followed by squeeze-out of remaining shareholders) or by a scheme of
Slide 7: Redomiciliation Reduces Administrative Burden and Expense
REDOMICILIATION REDUCES ADMINISTRATIVE BURDEN AND EXPENSE 7 2 The Company would no longer be required to prepare, print and disseminate “True and Fair” statutory accounts under the UK Companies Act, which are not useful to our investors Annual General Meeting mechanics are made easier; virtual o
Slide 8: Administration of Multiple Classes of Stock Would Be Made Easier
ADMINISTRATION OF MULTIPLE CLASSES OF STOCK WOULD BE MADE EASIER 8 2 Liberty Global has had multiple classes of stock since inception in 2005, including a high-vote class (Class B) and a non-voting class (Class C) Liberty Global acquired Virgin Media Inc. in 2013 and became an England & Wales co
Slide 9: Redomiciliation Maintains Robust Legal and Governance Protections
REDOMICILIATION MAINTAINS ROBUST LEGAL AND GOVERNANCE PROTECTIONS 9 3 Principal Benefit Explanation Bermuda Has a Strong, Stable Legal Framework Bermuda has a stable corporate legal system with more than thirty $1+ billion companies listed in the US that are incorporated in Bermuda Bermuda corpo
Slide 10: Appendix: Issues and Expected Benefits
APPENDIX: KEY LEGAL DIFFERENCES & EXPECTED BENEFITS
Slide 11: Issues and Expected Benefits
KEY LEGAL DIFFERENCES AND EXPECTED BENEFITS 11 Issue Liberty Global (England) New Liberty (Bermuda) Benefit Share Buybacks Must be conducted through shareholder-approved contracts with shareholder-approved counterparties; approvals must be renewed every five years (and, practically, every year) UK s
Slide 12: Issues and Expected Benefits (Cont'd)
KEY LEGAL DIFFERENCES AND EXPECTED BENEFITS (CONT’D) 12 Issue Liberty Global (England) New Liberty (Bermuda) Benefit Supermajority Requirements A variety of corporate transactions require the approval of 75% of the votes cast by voting shareholders; may also apply by class Generally, not applicable
Slide 13: Issues and Expected Benefits (Cont'd)
KEY LEGAL DIFFERENCES AND EXPECTED BENEFITS (CONT’D) 13 Issue Liberty Global (England) New Liberty (Bermuda) Benefit Class Votes, including for Non-Voting Shares Generally, separate class votes apply in the case of variations of class rights, including issuance of new classes of preferred shares or
Slide 14: Issues and Expected Benefits (Cont'd)
KEY LEGAL DIFFERENCES AND EXPECTED BENEFITS (CONT’D) 14 Issue Liberty Global (England) New Liberty (Bermuda) Benefit Related Party Transactions Certain transactions or arrangements between an English company and a director (or a person connected with a director) of that company are prohibited under