NOTIFICATION MADE PUBLIC BY THE FSMA IN APPLICATION OF ARTICLE 7 OF THE ROYAL DECREE OF 27 APRIL 2007 ON PUBLIC TAKEOVER BIDS
The FSMA announces, in accordance with Article 7 of the Royal Decree of 27 April 2007 on public takeover bids (the Takeover Decree), the notification that it received pursuant to Article 5 of the Takeover Decree on 13 April 2023, showing Liberty Global Belgium Holding B.V., a private limited liability company (besloten vennootschap) under the laws of the Netherlands, with registered office at Boeing Avenue 53, 1119 PE Schiphol-Rijk, the Netherlands, and registered with the Dutch Chamber of Commerce under number 33256392 (the Offeror), intends to launch a voluntary and conditional takeover bid in cash (the Offer) for shares (consisting of the Ordinary Shares (as defined below), the Golden Shares (as defined below) and the Liquidation Dispreference Shares (as defined below) of Telenet Group Holding NV, a public limited liability company (naamloze vennootschap), under the laws of Belgium, with registered office at Liersesteenweg 4, 2800 Mechelen and registered with the Crossroads Bank for Enterprises under number 0477.702.333 (LER Antwerp, division Mechelen) (the Target Company). The Ordinary Shares of the Target Company are admitted to trading on Euronext Brussels. The Golden Shares and Liquidation Dispreference Shares are not admitted to trading on any regulated market.
The Offer relates to all shares issued by the Target Company, which are not already owned by the Offeror or persons affiliated with the Offeror (the Shares), being a total of 42,267,437 Shares or 37.70% of all shares issued by the Target Company, comprising:
- 42,267,391 Ordinary Shares out of a total of 112,015,127 Ordinary Shares (i.e. 37.73% of the Ordinary Shares);
- All 30 Golden Shares; and
- 16 Liquidation Dispreference Shares out of a total of 94,843 Liquidation Dispreference Shares (i.e. 0.02% of the Liquidation Dispreference Shares).
The offer price is EUR 22.00 in cash per Share (i.e. for each Ordinary Share, Golden Share and Liquidation Dispreference Share which is subject to the Offer) (the Offer Price).
“Ordinary Shares” are the 112,015,127 ordinary fully paid-up shares of the Target Company (excluding Liquidation Dispreference Shares and Golden Shares) with voting rights, without nominal value.
“Golden Shares” are the 30 shares of the Target Company held by six intermunicipalities offering them, in addition to the rights attached to Ordinary Shares, the right to appoint representatives to the Target Company’s regulatory board (regulatoire raad) and the right to appoint an observer to the board of directors of the Target Company.
“Liquidation Dispreference Shares” are the 94,843 shares of the Target Company held by Interkabel Vlaanderen CV (as to 16 such shares) and the Offeror (as to 94,827 such shares) and which are subject to a liquidation dispreferential treatment in the case of a liquidation of the Target Company. The Liquidation Dispreference Shares are otherwise identical to and participate in the capital, voting rights and profits in the same manner as the Ordinary Shares.
If the Target Company’s ordinary general meeting of 26 April 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by the Target Company’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), resulting in an amount of EUR 21.00 per Share.
As at the date of the notification by the Offeror to the FSMA in accordance with Article 5 of the Takeover Decree, the Target Company has not issued any securities with voting rights or giving access to voting rights within the meaning of the Takeover Decree other than the securities mentioned above.
The Offer is subject to the following conditions:
- (a) as a result of the Offer, the Offeror, together with the persons affiliated with the Offeror, collectively own at least 95% of the shares in the Target Company (this condition, the Acceptance Threshold Condition); and
- (b) as from 13 April 2023, being the date of the notification of the Offeror to the FSMA in accordance with article 5 of the Takeover Decree (the Notification Date), and during the period preceding the date on which the results of the initial acceptance period of the Offer are announced:
- (i) the closing price of the BEL-20 index (ISIN: BE0389555039) has not decreased 17.5% or more as compared to the closing price of the BEL-20 index on the business day preceding the Notification Date (i.e. BEL-20 index is not lower than 3,136.39 points); and/or
- (ii) the closing prices of both (x) the shares in Proximus NV/SA as listed on Euronext Brussels (ISIN: BE0003810273) and (y) the shares in Orange Belgium NV/SA as listed on Euronext Brussels (ISIN: BE0003735496) have not decreased 17.5% or more compared to their respective closing price as listed on Euronext Brussels on the business day preceding the Notification Date (i.e. Proximus NV/SA closing price is not lower than EUR 7.38 per share and Orange Belgium NV/SA closing price is not lower than EUR 12.94 per share),
each of the so calculated closing prices as set forth in (i) and (ii), a MAC Threshold.
If the Offeror does not withdraw the Offer at a time when (i) the closing price of the BEL-20 index and/or (ii) both the closing price of Proximus NV/SA and the closing price of Orange Belgium NV/SA, are below the relevant MAC Threshold, and such relevant closing prices subsequently rise again above the relevant MAC Threshold, the Offeror will not be able to invoke this earlier and temporary decrease of such relevant closing prices thereafter. The possible decision of the Offeror to maintain the Offer during a period where (i) the closing price of the BEL-20 index and/or (ii) both the closing price of Proximus NV/SA and the closing price of Orange Belgium NV/SA, have temporarily fallen below the relevant MAC Threshold does not affect the Offeror’s right to still invoke the condition and withdraw the Offer should (i) the closing price of the BEL-20 index and/or (ii) both the closing price of Proximus NV/SA and the closing price of Orange Belgium NV/SA, after a recovery, subsequently again fall below the relevant MAC Threshold.
The Offeror may withdraw the Offer if any of these conditions precedent has not been met. These conditions are exclusively for the benefit of the Offeror who reserves the right to waive any of these conditions, in whole or in part. The Offeror may acquire Shares even if the number of tendered Shares is lower than what is specified in the Acceptance Threshold Condition. If any of the above conditions are not met, the Offeror will announce its decision whether or not to waive this condition (or these conditions) no later than at the time of announcement of the results of the initial acceptance period.
The Offeror intends to launch a simplified squeeze-out offer, in accordance with Article 7:82, §1 of the Belgian Code of Companies and Associations and Articles 42 and 43 of the Takeover Decree, if the conditions for such simplified squeeze-out are met after expiration of the initial (or a subsequent) acceptance period for the Offer, in order to acquire the Shares not yet acquired by the Offeror on the same terms as those of the Offer.