Liberty Global’s shareholders have voted in favour of the company’s proposal to change its jurisdiction of incorporation from England and Wales to Bermuda.
The percentage of votes in favour was from 88-95% across each of the company’s three classes of stock.
According to Liberty Global, the change of incorporation facilitates value-enhancing transactions and reduces administrative burdens and expenses, while preserving strong accountability and corporate governance.
It adds that it will now proceed with the relevant legal and regulatory procedures to effect the change. These procedural steps include court hearings in England and the closing, if conditions are met, would not occur until November 2023.
Liberty Global continues: “We are pleased that shareholders strongly supported our proposal to change our jurisdiction of incorporation from England and Wales to Bermuda. The change in jurisdiction will make it substantially easier to plan and execute value enhancing corporate transactions – including buybacks, dividends, spin-offs, cross-border divestitures and acquisitions – while also reducing administrative burdens and expenses. We remain committed to our businesses in the U.K. and the rest of Europe with our market-leading customer services and products, extensive in-country employment and critical infrastructure investment”.
Significantly, the company makes the following points:
The transaction is not tax-driven; Liberty Global’s revenue and income would remain European-based, and its subsidiaries’ tax residence will not change.
As a Bermuda company, Liberty Global will continue trading on Nasdaq and will continue to be governed by SEC rules and regulations.
Liberty Global’s day-to-day operations in all its businesses, including its joint ventures in the U.K. and the Netherlands, will be unaffected.
There will be no change in Liberty Global’s offices or headquarters, management team, board of directors or employee base and no changes to our customer services and products.
There will be no material change in Liberty Global’s financial statements and no changes in its financial documents, financings, bonds or credit agreements.
The proposals facilitate value enhancing transactions, such as buybacks, dividends, spin-offs, divestitures and acquisitions, reduce administrative expenses and burdens, while preserving strong accountability and corporate governance.
