UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 22, 2023
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||||||||||||
(Address of Principal Executive Office)
+44 .208 .483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 21, 2023, Liberty Global plc (“Old Liberty”) and Liberty Global Ltd., a Bermuda exempted company limited by shares (“New Liberty”), received approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement under English law (the “Scheme”), previously approved by Old Liberty’s shareholders on July 13, 2023. Pursuant to the Scheme, as previously disclosed, New Liberty will become the parent holding company of the Liberty Global group (the “Redomiciliation”). The Scheme is expected to become effective, and the Redomiciliation is expected to be consummated, on November 23, 2023 (the “Effective Date”).
On the Effective Date, each Class A ordinary share, Class B ordinary share and Class C ordinary share (collectively, the “Old Liberty Shares”) of Old Liberty will be exchanged for the equivalent number and class of shares of New Liberty (collectively, the “New Liberty Shares”).
Subject to completion of the Scheme, it is expected that the last day of trading of Old Liberty Shares on the Nasdaq Global Select Market will be Wednesday, November 22, 2023, and the New Liberty Shares are expected to begin trading under the same ticker symbols (LBTYA, LBTYB and LBTYK) on the Nasdaq Global Select Market on Friday, November 24, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Name | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY GLOBAL PLC | ||||||||
| By: | /s/ RANDY L. LAZZELL | |||||||
| Randy L. Lazzell | ||||||||
| Vice President | ||||||||
Date: November 22, 2023