NoticeNeither company is registering under the Securities Act of 1933 the offering of any securities that may be issued to finance the transaction, and any securities so issued may not be offered or sold in the United States absent an applicable exemption from the U.S. registration requirements. LionTree Advisors and Credit Suisse are not acting for anyone other than Liberty Global, and Goldman Sachs and J.P. Morgan are not acting for anyone other than Virgin Media and in each case will not be responsible to anyone other than Liberty Global and Virgin Media, as applicable, for providing the protections afforded to their clients nor for providing advice in relation to the transaction.
|1||In the transaction, Liberty Global will create a new holding company, a UK public limited company (plc), listed on NASDAQ. The shares delivered therefore will be shares of the plc entity with substantially similar rights, as the current Liberty Global shares of common stock.|
|2||References in this release to OCF refer to OCF as customarily defined by Liberty Global.|
|3||Assumptions underlying forward purchase multiple as estimated by Liberty Global.|
|4||Includes approximately 54 million shares issuable on conversion of convertible debt.|
|5||Before estimated transaction costs, expenses and the pre-closing carrying cost of the debt of approximately $500 million.|
|6||Annualized OCF is calculated by multiplying OCF for the latest quarter by four.|