Liberty Global Announces Completion of Sunrise Spin-Off Transaction
Liberty Global has completed the spin-off of its Swiss business, Sunrise, into a separate publicly traded company following shareholder approval on October 25, 2024. Liberty Global shareholders will receive 1 Sunrise Class A ADS for every 5 Class A or Class C Liberty Global shares, and 2 Class B ADSs for every 1 Liberty Global Class B share. Trading will begin on Nasdaq under 'SNRE' on November 13 and on SIX Swiss Exchange under 'SUNN' on November 15. The distribution will comprise 68,759,702 Sunrise Class A Common Shares and 25,977,316 Sunrise Class B Shares.
Liberty Global ha completato la scissione della sua attività svizzera, Sunrise, in una società separata quotata in borsa, dopo l'approvazione degli azionisti avvenuta il 25 ottobre 2024. Gli azionisti di Liberty Global riceveranno 1 Sunrise Class A ADS per ogni 5 azioni di Classe A o Classe C di Liberty Global e 2 Class B ADS per ogni 1 azione di Classe B di Liberty Global. Le contrattazioni inizieranno su Nasdaq con il simbolo 'SNRE' il 13 novembre e su SIX Swiss Exchange con il simbolo 'SUNN' il 15 novembre. La distribuzione comprenderà 68.759.702 azioni ordinarie Sunrise di Classe A e 25.977.316 azioni di Classe B Sunrise.
Liberty Global ha completado la escisión de su negocio suizo, Sunrise, en una empresa separada que cotiza en bolsa, tras la aprobación de los accionistas el 25 de octubre de 2024. Los accionistas de Liberty Global recibirán 1 Sunrise Class A ADS por cada 5 acciones Class A o Class C de Liberty Global, y 2 Class B ADS por cada 1 acción Class B de Liberty Global. La negociación comenzará en Nasdaq bajo el símbolo 'SNRE' el 13 de noviembre y en SIX Swiss Exchange bajo el símbolo 'SUNN' el 15 de noviembre. La distribución consistirá en 68.759.702 acciones comunes Sunrise de Clase A y 25.977.316 acciones de Clase B Sunrise.
리버티 글로벌이 2024년 10월 25일 주주 승인 후 스위스 사업부 선라이즈를 별도의 상장 기업으로 분할하는 작업을 완료했습니다. 리버티 글로벌 주주들은 리버티 글로벌의 A 클래스 또는 C 클래스 주식 5주당 1개의 선라이즈 A 클래스 ADS를, B 클래스 주식 1주당 2개의 B 클래스 ADS를 받게 됩니다. 거래는 11월 13일 나스닥에서 'SNRE'로, 11월 15일 SIX 스위스 증권 거래소에서 'SUNN'으로 시작될 예정입니다. 배분은 68,759,702개의 A 클래스 보통주와 25,977,316개의 B 클래스 주주를 포함합니다.
Liberty Global a finalisé la scission de son activité suisse, Sunrise, en une entreprise distincte cotée en bourse après l'approbation des actionnaires le 25 octobre 2024. Les actionnaires de Liberty Global recevront 1 Sunrise Class A ADS pour chaque 5 actions Class A ou Class C de Liberty Global, et 2 Class B ADS pour chaque 1 action Class B de Liberty Global. Les échanges commenceront sur Nasdaq avec le symbole 'SNRE' le 13 novembre et sur la SIX Swiss Exchange avec le symbole 'SUNN' le 15 novembre. La distribution comprendra 68.759.702 actions ordinaires Sunrise de Classe A et 25.977.316 actions de Classe B Sunrise.
Liberty Global hat die Abspaltung seines Schweizer Geschäfts, Sunrise, in ein separates börsennotiertes Unternehmen nach der Genehmigung der Aktionäre am 25. Oktober 2024 abgeschlossen. Aktionäre von Liberty Global erhalten 1 Sunrise Class A ADS für jede 5 Aktien der Klasse A oder Klasse C von Liberty Global und 2 Class B ADS für jede 1 Aktie der Klasse B von Liberty Global. Der Handel beginnt am 13. November an der Nasdaq unter dem Kürzel 'SNRE' und am 15. November an der SIX Swiss Exchange unter dem Kürzel 'SUNN'. Die Verteilung umfasst 68.759.702 Sunrise Class A-Stammaktien und 25.977.316 Sunrise Class B-Aktien.
- Creation of separate publicly traded entity allowing direct shareholder participation
- Strong capital structure and potential for future dividends
- Anticipated inclusion in Swiss Performance Index
- Dilution of Liberty Global's business portfolio through separation of Swiss operations
Insights
The Sunrise spin-off represents a significant strategic move that will reshape Liberty Global's portfolio and create a new publicly traded entity. The transaction's structure provides existing shareholders with direct exposure to the Swiss market through a 1:5 distribution ratio for Class A/C shares and 2:1 for Class B shares. The new entity will begin trading under symbols SNRE (Nasdaq) and SUNN (SIX Swiss Exchange).
The spin-off creates two distinct investment opportunities: a focused Swiss telecom operator with strong cash generation potential and dividend prospects and a streamlined Liberty Global focused on operations in Belgium, Ireland, Slovakia, the UK and the Netherlands. The transaction's tax-efficient structure and the three-month fee-free ADS cancellation period provide shareholders with flexibility in managing their positions.
This strategic separation unlocks value by creating two distinct market opportunities. Sunrise will benefit from increased visibility as a pure-play Swiss telecom operator, likely attracting investors seeking exposure to the stable Swiss market and potential dividend income. The planned inclusion in the Swiss Performance Index will provide additional liquidity and institutional investor interest.
The transaction timing aligns with broader industry trends of telecom operators streamlining their geographic footprint to optimize capital allocation and market focus. The strong capital structure mentioned suggests Sunrise is well-positioned for independent operations, while Liberty Global's remaining portfolio maintains significant scale across key European markets.
The completion follows the approval of the transaction at a special meeting of Liberty Global shareholders on October 25, 2024. Liberty Global will continue to own and operate its Liberty Telecom businesses in
Mike Fries, CEO, Liberty Global, and incoming Chairman of Sunrise, comments: “The successful completion of the spin-off marks an important milestone in our ongoing strategy to unlock value for Liberty Global shareholders, allowing them to directly participate in the future performance of Sunrise with its strong capital structure, attractive equity story, future cash generation potential and scope for dividends. Under the leadership of its experienced management team, Sunrise is well-positioned to continue to deliver innovative solutions and superior connectivity to Swiss consumers and businesses."
Trading
Sunrise shares, in the form of Sunrise American Depository Shares (ADSs), will be distributed to Liberty Global shareholders by the ADS depository on November 12, 2024. Liberty Global shareholders will receive 1 Sunrise Class A ADS for every 5 Class A or Class C Liberty Global shares held as of the close of business on the distribution record date of November 4, 2024, and 2 Class B ADSs for every 1 Liberty Global Class B share. As of the spin-off, 68,759,702 Sunrise Class A Common Shares and 25,977,316 Sunrise Class B Shares will be outstanding.
Sunrise Class A ADS will commence trading on the Nasdaq under the ticker symbol "SNRE" on November 13, and the Sunrise Class A common shares on the SIX Swiss Exchange under the ticker symbol "SUNN" on November 15. Sunrise Class A shares are anticipated to be included in the Swiss Performance Index five trading days following November 15, 2024.
Holders of ADSs who wish to hold the Sunrise shares directly, rather than in ADS form, will need to cancel the ADSs, withdraw the underlying shares and deposit such shares with a bank, broker or other nominee capable of holding and trading the Sunrise shares on the SIX Swiss Exchange. Sunrise ADS holders should confirm with their brokers how ADSs or Sunrise shares can be held, purchased, sold, financed and transferred.
Holders of Sunrise ADSs will be entitled to cancel the Sunrise ADSs and withdraw the underlying Sunrise shares at any time beginning on November 14, 2024 as follows:
- 1 Sunrise Class A share for each Sunrise Class A ADS
- 1 Sunrise Class B share for each Sunrise Class B ADS
Sunrise ADS holders who cancel their Sunrise ADSs and withdraw the underlying Sunrise ordinary shares within the first three months following the spin-off will not have to pay cancellation fees of up to
Shareholder Resources
Liberty Global has engaged D.F. King Ltd. and D.F. King & Co, Inc. (D.F. King) to act as information agent for the spin-off. Questions from retail holders regarding the spin-off may be directed to D.F. King at:
- Telephone: 0333 300 1933
-
Operating hours: 09:00-17:30 (
UK Time) -
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The helpline is open between 09:00-17:30UK time, Monday to Friday excluding public holidays inEngland andWales
US Retail Helpline operated by D.F. King & Co., Inc.
- Telephone toll-free: (866) 521-4487
- Operating hours 09:00-22:00 (Eastern Time)
- The helpline is open between 09:00-22:00 Eastern time, Monday to Friday excluding public holidays
Private Client Brokers
- Any intermediary or advisor that represents retail investors can contact the Retail Information Agent, D.F. King, with questions concerning the spin-off using the below contact details
Email: LBTY@dfking.com
1 Holders of Sunrise ADSs will be responsible for paying any taxes or other expenses in connection with such cancellation
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world leader in converged broadband, video and mobile communications services. Liberty Telecom delivers next-generation products through advanced fiber and 5G networks, and currently provide over 80 million* connections across
Liberty Global's consolidated businesses generate annual revenue of more than
Liberty Growth, our global investment arm, has a portfolio of more than 75 companies and funds across the content, technology and infrastructure industries, including stakes in companies like ITV, Televisa Univision, Plume, AtlasEdge and the Formula E racing series.
* Represents aggregate consolidated and
** Revenue figures above are provided based on full year 2023 Liberty Global consolidated results and the combined as reported full year 2023 results for the VodafoneZiggo JV and full year 2023 U.S. GAAP results for the VMO2 JV.
Telenet, the VMO2 JV and the VodafoneZiggo JV deliver mobile services as mobile network operators. Virgin Media Ireland delivers mobile services as a mobile virtual network operator through third-party networks. UPC Slovakia delivers mobile services as a reseller of SIM cards.
Liberty Global Ltd. is listed on the Nasdaq Global Select Market under the symbols "LBTYA", "LBTYB" and "LBTYK".
ABOUT SUNRISE
Sunrise GmbH, a former subsidiary of Liberty Global, is
Sunrise provides high-quality mobile, landline, broadband and TV services to residential customers. Sunrise offers business customers 360° communications solutions and integrated ICT solutions for connectivity, security and IoT from a single source to take companies forward in their quest for digitalisation. They benefit from a powerful ecosystem of strategic partners and superb end-to-end service with solutions perfectly tailored to their needs.
With its hybrid fibre network, which includes a world-class mobile network, Sunrise is a leading provider of giga-speed internet in
As of the end of September 2024, the Sunrise customer base included around 3.1 million mobile, 1.1 million broadband and 1.0 million enhanced TV customers (RGU), as well as thousands of companies as business customers.
Sunrise boasts a dynamic and international environment where everyone has a voice, where perspectives are shared and where values are respected. Being an employer that provides equal opportunities to a diverse workforce is critical to the success of the company. Roughly 2,600 employees (FTE) from around 80 nations, representing many different languages and religions, contribute to the success of Sunrise with their expertise, innovative thinking and exceptional commitment, and reflect the diversity of their customers.
No Offer to Sell or Solicit
This communication is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or a solicitation of any vote or approval. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction and there shall be no sale of securities in any such jurisdiction.
This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the EEA) are people who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the Prospectus Regulation) (Qualified Investors); and (B) if in the
This communication is an advertisement for the purposes of the Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and underlying legislation. It is not a prospectus. A copy of any prospectus published by Sunrise will, if approved and published, be made available for inspection on the Liberty Global website at www.libertyglobal.com subject to certain access restrictions.
This communication constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the spin-off of Liberty Global’s businesses attributed to Sunrise into a separate publicly traded company (the Transaction) and other information and statements that are not historical fact. These forward-looking statements are subject to certain risks and uncertainties, some of which are beyond Liberty Global’s and Sunrise’s control, that could cause actual results to differ materially from those expressed or implied by these statements. Such risks and uncertainties include the trading and development of a trading market for Sunrise’s Class A shares on the SIX Swiss Exchange and for Sunrise’s Class A American depositary shares on the Nasdaq Global Select Market, Liberty Global’s ability to realize the expected benefits from the Transaction, unanticipated difficulties or costs in connection with the Transaction, Sunrise’s ability to successfully operate as an independent public company and maintain its relationships with material counterparties after the Transaction and other factors detailed from time to time in Liberty Global’s or Sunrise’s filings with the Securities and Exchange Commission, including Liberty Global’s most recently filed annual report on Form 10-K, as it may be supplemented from time to time by Liberty Global’s quarterly reports and other subsequent filings.
These forward-looking statements speak only as of the date hereof. Liberty Global and Sunrise expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Global’s or Sunrise’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. You are cautioned not to place undue reliance on any forward-looking statement.
Not for release, publication or distribution, in whole or in part, directly or indirectly, in any jurisdiction in which the release, publication or distribution would be unlawful.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241108217568/en/
For more information, please visit www.libertyglobal.com or https://www.sunrise.ch/en/corporate-communications/investor-relations or contact:
Liberty Global Investor Relations
Michael Bishop +44 20 8483 6246
ir@libertyglobal.com
Liberty Global Corporate Communications
Bill Myers +1 303 437 5880
Matt Beake +44 20 8483 6428
Sunrise Investor Relations
Alex Herrmann +41 58 777 61 00
investor.relations@sunrise.net
Sunrise Media Relations
Rolf Ziebold +41 58 777 76 66
media@sunrise.net
Source: Liberty Global Ltd.
FAQ
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