Offer Update
Recommended Acquisition
of
Cable & Wireless Communications Plc ("CWC")
by
Liberty Global plc ("Liberty Global")
On 16 November, 2015 the Liberty Global Directors and the CWC Directors announced that they had reached agreement regarding the terms of a recommended acquisition through which Liberty Global will acquire the entire issued and to be issued share capital of CWC (the "Offer Announcement").
Illustrative calculations of Exchange Ratio and Alternative Exchange Ratio
CWC intends to provide CWC Shareholders with illustrative calculations of the Exchange Ratio and the Alternative Exchange Ratio on a weekly basis until the Scheme Document is posted to CWC Shareholders, and on a daily basis (on business days only) thereafter, in each case until the Exchange Ratio Calculation Time.
Accordingly, CWC announces today details of the Exchange Ratio and the Alternative Exchange Ratio as if the Exchange Ratio Calculation Time were 23 November 2015. CWC Shareholders should note that this is for illustrative purposes only and that the Exchange Ratio Calculation Time is not, and will not be, 23 November 2015.
The Exchange Ratio Calculation Time, and accordingly the Exchange Ratio and the Alternative Exchange Ratio, will be determined as described in the Offer Announcement and as will be set out in the Scheme Document.
CWC Shareholders are advised to read the Scheme Document carefully once it has been despatched, which is currently expected to be within 4 months of the date of the Offer Announcement.
Illustrative calculations as at 23 November 2015
If the Exchange Ratio Calculation Time were 23 November 2015 (being the date of this announcement), under the terms of the Transaction, the Exchange Ratio and the Alternative Exchange Ratio would be calculated such that:
· under the Recommended Offer, CWC Shareholders would be entitled to receive, for each CWC Share, 0.008301 New Liberty Global Class A Ordinary Shares and 0.020321 New Liberty Global Class C Ordinary Shares, as well as the Special Dividend;
· under the First Dual Share Alternative, CWC Shareholders would be entitled to receive, for each CWC Share, 0.005593 New Liberty Global Class A Ordinary Shares, 0.013693 New Liberty Global Class C Ordinary Shares, 0.002343 New LiLAC Class A Ordinary Shares and 0.005739 New LiLAC Class C Ordinary Shares, as well as the Special Dividend; and
· under the Second Dual Share Alternative, CWC Shareholders would be entitled to receive, for each CWC Share 0.004601 New Liberty Global Class A Ordinary Shares, 0.011265 New Liberty Global Class C Ordinary Shares, 0.002343 New LiLAC Class A Ordinary Shares and 0.005739 New LiLAC Class C Ordinary Shares, as well as the Special Dividend.
At such illustrative Exchange Ratio and Alternative Exchange Ratio:
· the consideration under the Recommended Offer would represent an indicative value of 81.03 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 20 November 2015);
· the consideration under the First Dual Share Alternative would represent an indicative value of 75.86 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 20 November 2015); and
· the consideration under the Second Dual Share Alternative would represent an indicative value of 66.54 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 20 November 2015),
based on the following:
· the Closing Price of $42.79 per Liberty Global Class A Ordinary Share on 20 November 2015;
· the Closing Price of $40.86 per Liberty Global Class C Ordinary Share on 20 November 2015;
· the Closing Price of $37.81 per LiLAC Class A Ordinary Share on 20 November 2015;
· the Closing Price of $38.27 per LiLAC Class C Ordinary Share on 20 November 2015;
· a volume weighted average price of $43.86 per Liberty Global Class A Ordinary Share over the 10-day period ending on and including 20 November 2015;
· a volume weighted average price of $42.08 per Liberty Global Class C Ordinary Share over the 10-day period ending on and including 20 November 2015;
· an exchange rate of 1.5194 USD per 1 GBP;
· as at the close of business on 20 November 2015, CWC had 4,438,594,233 shares in issue and outstanding on a fully diluted basis;
· the assumption that no CWC Shareholders who elect for the Recommended Offer also elect for the LiLAC Alternative.
Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in this Announcement.