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Liberty Global poised to launch Telenet buyout offer

Liberty Global plc announces that, through its wholly-owned subsidiary Liberty Global Belgium Holding B.V., it intends to launch a voluntary and conditional public takeover bid for all the shares of Telenet Group Holding NV that it does not already own or that are not held by Telenet. Liberty Global has been the controlling shareholder of Telenet since February 2007 and currently owns 59.18% of Telenet’s outstanding issued share capital. Telenet owns 3.12% of the outstanding issued share capital in treasury.

The Intended Offer would be an offer in cash at a price of EUR 22.00 per share. This price represents a premium of 59% compared to the closing price of Telenet on March 15, 2023, and a premium of 52% compared to the volume-weighted average trading price of Telenet over one month before such date.

Telenet’s board of directors, subject to customary conditions, unanimously supports and recommends the Intended Offer as confirmed in the statement Telenet has issued today. The Telenet board of directors will provide its formal opinion in a response memorandum which it will issue in accordance with the applicable legal framework.

If Telenet’s ordinary general meeting on 26 April 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by Telenet’s board of directors and the ex-dividend date (3 May 2023) falls prior to the date of payment of the offer price, the offer price per share will be reduced by the total gross amount of such dividend (before any applicable tax deduction).

Mike Fries, CEO, Liberty Global, commented: “We believe an offer of EUR 22.00 per share provides a good opportunity for Telenet shareholders to monetize their investment at an attractive premium. We welcome the unanimous decision of Telenet’s board of directors to support and recommend this offer. We are proud of how Telenet has evolved in recent years, and we are fully committed to Belgium and all the company’s stakeholders.”

The purchase of shares will be funded by non-recourse debt financing obtained by Liberty Global Belgium Holding. No Liberty Global corporate cash, liquidity or corporate guarantees are required to finance the share purchases.

Liberty Global Belgium Holding has published a notice in accordance with article 8, §1 of the Royal Decree of 27 April 2007 on Public Takeover Bids regarding Liberty Global Belgium Holding’s intention to make the Intended Offer which can be found here: Article 8 Announcement.

JP Morgan, BNP Paribas and LionTree Advisors are acting as financial advisers and Allen & Overy, Shearman & Sterling and Ropes & Gray as legal advisers to Liberty Global. Goldman Sachs International is acting as financial adviser and Freshfields Bruckhaus Deringer LLP is acting as legal advisor to Telenet. Baker McKenzie is acting as legal adviser to the independent directors of Telenet. The independent directors of Telenet have appointed Lazard BV/SRL as independent expert in accordance with article 23 of the royal decree of 27 April 2007 on public takeovers.

CT Bureau

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