Liberty Global plc (Incorporated in England and Wales under the Companies Act 2006 with registered number )

Transcription

1 This document (the Second Supplementary Prospectus ) comprises a supplementary prospectus relating to the New Shares, prepared in accordance with the Prospectus Rules made under Section 73A of the FSMA, and has been approved by the FCA under the FSMA. This Second Supplementary Prospectus has been made available to the public in accordance with Prospectus Rule 3.2. This document is supplemental to, and must be read in conjunction with, the original prospectus published by Liberty Global dated March 22, 2016 (the Original Prospectus ), as supplemented by the first supplementary prospectus dated April 29, 2016 (the First Supplementary Prospectus ). Liberty Global and the Liberty Global Directors whose names appear on page 39 of this Second Supplementary Prospectus accept responsibility for the information contained in this Second Supplementary Prospectus. To the best knowledge and belief of Liberty Global and that of the Liberty Global Directors (having taken all reasonable care to ensure that such is the case), the information contained in this Second Supplementary Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. Investors should read the whole of the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, carefully and in their entirety. Persons who come into possession of this Second Supplementary Prospectus should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the Acquisition and the distribution of this Second Supplementary Prospectus. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. The contents of the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, should not be construed as legal, business or tax advice. Liberty Global plc (Incorporated in England and Wales under the Companies Act 2006 with registered number ) Proposed issue of up to 31,651,616 New Liberty Global Class A Shares, 77,488,978 New Liberty Global Class C Shares, 3,648,524 New LiLAC Class A Shares and 8,939,328 New LiLAC Class C Shares (together, the New Shares ) in connection with the recommended offer for Cable & Wireless Communications Plc, to be implemented by a two-step, integrated process consisting of the Scheme followed by the Merger, or (if Liberty Global elects to implement the Acquisition by way of the Offer) the two-step, integrated process consisting of the Offer followed by the Merger (the Transaction ) The existing Liberty Global Class A Shares, Liberty Global Class C Shares, LiLAC Class A Shares and LiLAC Class C Shares are currently listed on the NASDAQ Global Select Market ( NASDAQ ) under the symbols LBTYA and LBTYK for the Liberty Global Class A Shares and Liberty Global Class C Shares, respectively, and LILA and LILAK for the LiLAC Class A Shares and LiLAC Class C Shares, respectively. Applications will be made to NASDAQ for the New Shares to be admitted to trading, which is expected to occur on the Effective Date, on the same basis as the existing Liberty Global Shares and LiLAC Shares, respectively. It is expected that NASDAQ Approval will become effective prior to issuance of the New Shares and that dealings in the New Shares will commence at 9.30 a.m. (Eastern Time) on the Effective Date, which, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions, including the sanction of the Scheme by the High Court, is expected to occur on May 16, The New Shares will, when issued, rank pari passu in all respects with the existing Liberty Global Class A Shares, Liberty Global Class C Shares, LiLAC Class A Shares and LiLAC Class C Shares, as applicable. No application has been made for the New Shares to be admitted to listing or dealt with on any other exchange. Investors should only rely on the information contained the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, in respect of the securities covered therein. No person has been authorized to give any information or make any representations other than those contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus. No representation or warranty, express of implied, is made by us or the Liberty Global Directors or any other person involved in the Transaction as to the accuracy or completeness of such information, and nothing contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, is, or shall be relied upon as, a promise or representation by us as to the past, present or future. Without prejudice to any legal or regulatory obligation on us to publish a further supplementary prospectus pursuant to Section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of this Second Supplementary Prospectus nor NASDAQ Approval nor commencement of dealings in the New Shares on NASDAQ shall, under any circumstances, create any implication that there has been no change in the business or affairs of Liberty Global (including as enlarged post-acquisition), or those of the CWC Group, since the date of this Second Supplementary Prospectus or that the information in it is correct as of any time after the date of this Second Supplementary Prospectus.

2 Notice to overseas shareholders General The release, publication or distribution of this Second Supplementary Prospectus in jurisdictions other than the United Kingdom and the ability of CWC Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their CWC Shares with respect to the Scheme at the CWC Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the CWC Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Liberty Global or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favor of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Second Supplementary Prospectus and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. The availability of the New Shares to CWC Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are resident. In particular, securities to be issued pursuant to the Acquisition have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus or supplementary prospectus in relation to the securities to be issued pursuant to the Acquisition has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. Accordingly, such securities are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into Australia, Canada or Japan or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws). Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or CWC Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. None of the securities referred to in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus. Any representation to the contrary is a criminal offence in the United States. Further details in relation to CWC Shareholders in overseas jurisdictions are contained in the Scheme Document dated March 22, Notice about U.S. Securities Laws The Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the Takeover Code, the Prospectus Rules and other U.K. disclosure requirements, format and style, all of which differ from those in the United States. The New Shares have not been, and are not expected to be, registered under the U.S. Securities Act of 1933 (the U.S. Securities Act ) or under the securities laws of any state or other jurisdiction of the United States. It is expected that the New Shares will be i

3 issued pursuant to the Scheme in reliance upon an exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof. CWC Shareholders (whether or not U.S. persons) who are or will be affiliates (within the meaning of Rule 144 under the U.S. Securities Act) of Liberty Global prior to, or after, the Effective Date will be subject to certain U.S. transfer restrictions relating to the New Shares received pursuant to the Scheme. Specifically, New Shares delivered to such affiliated CWC Shareholders may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, absent registration under the U.S. Securities Act or an exemption therefrom. Liberty Global reserves the right, subject to the prior consent of the Panel and in the circumstances described in the Original Prospectus, to elect to implement the Acquisition by way of an Offer followed by the Merger. Any securities to be issued in connection with an Offer would be expected to be registered under the U.S. Securities Act. In the event that Liberty Global exercises its right to implement the Acquisition pursuant to an Offer followed by the Merger or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to any securities that would be issued in the Acquisition. IN THIS EVENT, CWC SHAREHOLDERS SHOULD READ THESE DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Such documents will be available free of charge at the SEC s website at If the Acquisition is implemented by way of an Offer followed by the Merger, the Offer will be conducted in compliance with the applicable tender offer rules under the U.S. Exchange Act, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. The date of this Second Supplementary Prospectus is May 10, ii

4 TABLE OF CONTENTS Page SUMMARY INFORMATION... 1 PRESENTATION OF INFORMATION... 5 PART I SUPPLEMENTARY INFORMATION... 8 PART II ADDITIONAL INFORMATION ANNEX I CONDENSED CONSOLIDATED FINANCIAL STATEMENTS... ANNEX II PROFIT FORECAST OF THE LIBERTY GLOBAL GROUP AND THE LILAC GROUP.. AI-1 AII-1 iii

5 SUMMARY INFORMATION This document is supplemental to, and should be read in conjunction with, the Original Prospectus, as supplemented by the First Supplementary Prospectus. Any decision to invest in the New Shares should be based on consideration of the Original Prospectus, as supplemented by the First Supplementary Prospectus, and as further supplemented by this Second Supplementary Prospectus, as a whole, and not solely on this summary information. This Second Supplementary Prospectus has been prepared in accordance with section 87G of the FSMA and the Prospectus Rules. The following information supplements sections B.4(a) (Significant recent trends affecting Liberty Global and industries in which it operates), B.7 (Selected historical key financial information) and B.9 (Profit forecast or estimate) of the Summary to the Original Prospectus, as supplemented by the First Supplementary Prospectus, paragraph 8 (Significant Recent Trends) of Part II (Information on Liberty Global), Part IV (Operating and Financial Review of Liberty Global), Part VI (Historical Consolidated Financial Information relating to Liberty Global), Part XI (Additional Information), Annex I (2015 Consolidated Financial Statements and 2014 Consolidated Financial Statements) and Annex II (Profit Forecast of the Liberty Global Group and the LiLAC Group) of the Original Prospectus, as supplemented by the First Supplementary Prospectus. Summary On May 9, 2016, Liberty Global published its Interim Results and the May Release. Certain sections of the Interim Results and the May Release update information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus, and represent significant new information relating to the Original Prospectus, as supplemented by the First Supplementary Prospectus. Sections B.4a, B.7 and B.9 of the Summary to the Original Prospectus are updated as follows: Element Section B Issuer B.4a Significant recent trends affecting Liberty Global and industries in which it operates Liberty Global has, in the May Release, confirmed its full-year 2016 financial guidance targets, including the following fullyear 2016 financial guidance targets, which are ordinary-course profit forecasts for the purposes of the Code: 5% to 7% rebased OCF growth, for the Liberty Global Group, excluding the Netherlands and BASE; and 5% to 7% rebased OCF growth for the LiLAC Group, excluding CWC. Further information in relation to this profit forecast is provided in Section B.9 of this Summary, below. B.7 Selected historical key financial information The following tables present selected historical financial information of Liberty Global and its consolidated subsidiaries. The following selected financial data was derived from our consolidated financial statements as of and for the year ended December 31, 2015 and the unaudited financial results for the three months ended March 31, This information is only a summary and should be read together with Part IV (Operating and Financial Review of Liberty Global) Review of Operations and our 2015 Consolidated Financial Statements and 2014 Consolidated Financial Statements attached as Annex I to the Original Prospectus, and paragraph 2.3 (Operating and financial review of Liberty Global) and Annex I (Condensed Consolidated Financial Statements) of this Second Supplementary Prospectus. 1

6 March 31, 2016 December 31, 2015 Summary Balance Sheet Data: Property and equipment, net... 22, ,684.0 Goodwill... 28, ,020.4 Total assets... 69, ,559.0 Debt and capital lease obligations, including current portion... 49, ,749.1 Total equity... 9, ,174.3 Three months ended March 31, , except share and per share amounts Summary Statement of Operations Data: Revenue... 4, ,516.9 Operating income Net Loss... (372.7) (521.7) Net Loss attributable to Liberty Global shareholders... (369.1) (537.5) Basic and diluted Loss attributable to Liberty Global shareholders per share: Liberty Global Shares... (0.39) LiLAC Shares... (0.88) Old Liberty Global Shares... (0.61) There has been no significant change in the financial condition or operating results of Liberty Global and its consolidated subsidiaries since March 31, 2016, the date to which the last unaudited consolidated financial information of Liberty Global and its consolidated subsidiaries were published. B.9 Profit forecast or estimate In the May Release, Liberty Global confirmed the following full-year 2016 financial guidance targets, which were deemed ordinary-course profit forecasts for purposes of the Code: 5% to 7% rebased OCF growth, for Liberty Global Group, excluding the Netherlands and BASE; and 5% to 7% rebased OCF growth for LiLAC Group, excluding CWC. While Liberty Global s OCF measure should not be considered a measurement of profit, the above statements for the year ending December 31, 2016, are deemed to be profit forecasts for the purposes of the Prospectus Rules (the Liberty Global Profit Forecast ). The Liberty Global Profit Forecast has been prepared on a basis consistent with the accounting policies for Liberty Global, which are in accordance with U.S. GAAP and the basis used to prepare the 2015 Consolidated Financial Statements and the 2014 Consolidated Financial Statements, as well as those which Liberty Global anticipates will also be the basis applicable for the year ending December 31, Liberty Global has prepared the Liberty Global Profit Forecast based on audited financial results for the year ended December 31, 2015, unaudited financial results for the three months ended March 31, 2016 and an internal management forecast to December 31,

7 The principal assumptions upon which the profit forecast is based are included below. Our 2016 guidance for the Liberty Global Group mentioned above excludes our Dutch business, Ziggo, and the recently acquired BASE in Belgium, whereas the 2016 guidance for the LiLAC Group excludes CWC. There is a clear distinction made between assumptions which the Liberty Global Directors (or other members of Liberty Global s management) can influence and those which they cannot influence. Factors outside the influence or control of the Liberty Global Directors (and other members of Liberty Global s management): economic and business conditions and industry trends in the countries in which we operate; the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services; fluctuations in currency exchange rates and interest rates; instability in global financial markets, including sovereign debt issues and related fiscal reforms; consumer disposable income and spending levels, including the availability and amount of individual consumer debt; changes in consumer television viewing preferences and habits; consumer acceptance of our existing service offerings, including our digital video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future; changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.K., U.S. or in other countries in which we operate; changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks; the ability of suppliers and vendors (including our thirdparty wireless network providers under our MVNO arrangements) to timely deliver quality products, equipment, software, services and access; and events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events. Factors within the influence or control of the Liberty Global Directors (or other members of Liberty Global s management): our ability to maintain or increase the number of subscriptions to our digital video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household; 3

8 our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers; there will be no material change in the present management or control of Liberty Global or its existing operational strategy; and that Liberty Global s accounting policies will be consistently applied in the financial year to December 31, The Liberty Global Directors have considered the Liberty Global Profit Forecast and confirm that it is valid as at the date of this this Second Supplementary Prospectus and has been properly compiled on the basis of the assumptions set out above and that the basis of the accounting used is consistent with Liberty Global s accounting policies, including those used in the preparation of the 2015 Consolidated Financial Statements and the 2014 Consolidated Financial Statements. 4

9 PRESENTATION OF INFORMATION 1. General Investors should only rely on the information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, in respect of the securities covered by the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus. No person has been authorized to give any information or make any representations other than those contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus. No representation or warranty, express or implied, is made by us or the Liberty Global Directors or any other person involved in the Transaction as to the accuracy or completeness of such information, and nothing contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, is, or shall be relied upon as, a promise or representation by us as to the past, present or future. Without prejudice to any legal or regulatory obligation on us to publish a further supplementary prospectus pursuant to Section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, nor the NASDAQ Approval and commencement of dealings in the New Shares on NASDAQ shall, under any circumstances, create any implication that there has been no change in our business or affairs or those of the CWC Group, in each case taken as a whole since the date of this Second Supplementary Prospectus or that the information in it is correct as of any time after the date of this Second Supplementary Prospectus. We will continue to comply with our obligation to publish supplementary prospectuses containing further updated information required by law or by any regulatory authority but assume no further obligation to publish additional information. Any further supplementary prospectus will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. The contents of this Second Supplementary Prospectus are not to be construed as legal, financial or tax advice. Each prospective investor should consult a legal adviser, an independent financial adviser duly authorized under the FSMA or a tax adviser for legal, financial or tax advice in relation to any investment in or holding of the New Shares. Each prospective investor should consult with such advisers as needed to make its investment decision and to determine whether it is legally permitted to hold shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Investing in and holding Liberty Global Shares or LiLAC Shares involves financial risk. Prior to investing in the New Shares, investors should carefully consider all of the information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, paying particular attention to the section entitled Risk Factors on pages 23 to 43 of the Original Prospectus. Investors should consider carefully whether an investment in the New Shares is suitable for them in light of the information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, and their personal circumstances. 2. Presentation of financial information Our historical consolidated financial information included in Part VI (Historical Consolidated Financial Information relating to Liberty Global) and Annex I to the Original Prospectus has been prepared in accordance with GAAP. The significant accounting policies are set out within note 3 of our 2015 Consolidated Financial Statements. Our Condensed Consolidated Financial Statements have also been prepared in accordance with GAAP and those same accounting policies, and are appended to this Second Supplementary Prospectus as Annex I. 3. Rounding Percentages and certain amounts included in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be the precise sum of the figures that precede them. 5

10 4. Currencies Unless otherwise indicated in this Second Supplementary Prospectus, all references to: U.S. dollar, and cents are to the lawful currency of the United States; pounds, pounds Sterling, Sterling,, pence, penny and p are to the lawful currency of the U.K.; and Euro or are to the lawful currency of the European Union (as adopted by certain Member States). Unless otherwise indicated, translations in this Second Supplementary Prospectus into United States (U.S.) dollars are calculated using the rates as set out in Part IV (Operating and Financial Review of Liberty Global) Quantitative and Qualitative Disclosures about Market Risk of the Original Prospectus and paragraph 2.3 (Operating and financial review of Liberty Global) of this Second Supplementary Prospectus. We present our financial statements in U.S. dollars. 5. Forward-looking statements Certain statements contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, including those in the sections headed Summary, Risk Factors, Information on Liberty Global and Operating and Financial Review of Liberty Global in the Original Prospectus, and paragraph 2.3 of this Second Supplementary Prospectus constitute forwardlooking statements. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, projects, aims, plans, predicts, prepares, anticipates, expects, intends, may, will or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Investors should specifically consider the factors identified in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, which could cause actual results to differ before making an investment decision. Such forwardlooking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. Such risks, uncertainties and other factors are set out more fully in the section of the Original Prospectus headed Risk Factors. These forward-looking statements speak only as at the date of the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, respectively. Liberty Global and the Liberty Global Directors expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, including the Prospectus Rules. The foregoing paragraph should not be construed as a qualification on the opinion of Liberty Global or the Liberty Global Directors as to the working capital position of Liberty Global and its subsidiaries set out in paragraph 9 (Working Capital) of Part XI (Additional Information) of the Original Prospectus. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond our control. Forwardlooking statements are not guarantees of future performance. Our actual results of operations, financial condition and the development of the business sector in which we operate may differ materially from those suggested by the forward-looking statements contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, including, but not limited to, U.K. domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, currency changes, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which we and our respective affiliates operate. In addition, even if our actual results of operations, financial condition and the development of the business sector in which we operate are consistent with the forward-looking statements contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. 6

11 Prospective investors are advised to read, in particular, the following parts of the Original Prospectus for a more complete discussion of the factors that could affect our future performance and the industry in which we operate: the section entitled Risk Factors on pages 23 to 43, Part II (Information on Liberty Global), Part IV (Operating and Financial Review of Liberty Global) and Part VI (Historical Consolidated Financial Information relating to Liberty Global). In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in the Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, may not occur. 6. Market, economic and industry data The Original Prospectus, as supplemented by the First Supplementary Prospectus and this Second Supplementary Prospectus, contains information regarding our businesses and the industry in which Liberty Global and its subsidiaries operate and compete, which have been obtained from various third-party sources. Where information contained in this Second Supplementary Prospectus originates from a third-party source, it is identified where it appears in this Second Supplementary Prospectus together with the name of its source. Such third-party information has been accurately reproduced and, so far as Liberty Global and the Liberty Global Directors are aware and are able to ascertain from information published by the relevant third-party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 7. No incorporation of website information The contents of our website CWC s website or any hyperlinks accessible from either such website do not form part of this Second Supplementary Prospectus and the Original Prospectus, as supplemented by the First Supplementary Prospectus. 8. Defined terms Words or expressions defined in the Original Prospectus and the First Supplementary Prospectus have the same meaning when used in this Second Supplementary Prospectus, unless otherwise defined. Except as otherwise noted or where context otherwise requires, references in this Second Supplementary Prospectus to we, us, our, the company or our company refer to Liberty Global. All times referred to in this Second Supplementary Prospectus are, unless otherwise stated, references to London time. All references to legislation in this Second Supplementary Prospectus are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. 7

12 PART I SUPPLEMENTARY INFORMATION 1. Background On May 9, 2016, Liberty Global published its Interim Results and the May Release. Liberty Global considers this information to be a significant new factor relating to the information contained in the Original Prospectus, as supplemented by the First Supplementary Prospectus, and, accordingly, this Second Supplementary Prospectus has been prepared in accordance with Section 87G of the FSMA and the Prospectus Rules. 2. Interim Results The following information supplements paragraph 8 (Significant Recent Trends) of Part II (Information on Liberty Global), Part IV (Operating and Financial Review of Liberty Global), Part VI (Historical Consolidated Financial Information relating to Liberty Global), Part XI (Additional Information), Annex I (2015 Consolidated Financial Statements and 2014 Consolidated Financial Statements) and Annex II (Profit Forecast of the Liberty Global Group and The LiLAC Group) of the Original Prospectus, as supplemented by the First Supplementary Prospectus. 2.1 Significant recent trends affecting Liberty Global Save as disclosed in this Second Supplementary Prospectus, or the Original Prospectus, as supplemented by the First Supplementary Prospectus, our board of directors is unaware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our company s prospects for the current financial year, or of any significant recent trends since March 31, 2016 to the date of this Second Supplementary Prospectus. Liberty Global has provided the following full-year 2016 financial guidance targets, which are ordinarycourse profit forecasts for the purposes of the Code: 5% to 7% rebased OCF growth, for Liberty Global Group, excluding the Netherlands and BASE; and 5% to 7% rebased OCF growth for LiLAC Group, excluding CWC. Further information in relation to the Liberty Global Profit Forecast is provided in Annex II (Profit Forecast of the Liberty Global Group and the LiLAC Group) to the Original Prospectus, and Annex II (Profit Forecast of the Liberty Global Group and the LiLAC Group) to this Second Supplementary Prospectus. 2.3 Operating and financial review of Liberty Global The following information should be read in conjunction with the financial information on Liberty Global set out in Part V (Capitalization and Indebtedness) and Annex I (2015 Consolidated Financial Statements and 2014 Consolidated Financial Statements) to the Original Prospectus and the Condensed Consolidated Financial Statements. Some of the information contained in this paragraph 2.3 of this Second Supplementary Prospectus contains forward-looking statements that involve risk and uncertainties. Potential investors in the New Shares should read the section marked Forward-looking statements on page 6 of this Second Supplementary Prospectus for a discussion of the risks and uncertainties related to such statements. Overview We are an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at March 31, 2016 in 14 countries. Through Virgin Media, we provide video, broadband internet, fixed-line telephony and mobile services in the U.K. and Ireland. Through Ziggo Group Holding, Unitymedia and Telenet, we provide video, broadband internet, fixed-line telephony and mobile services in the Netherlands, Germany and Belgium, respectively. Through UPC Holding, we provide (i) video, broadband internet and fixed-line telephony services in seven other European countries and 8

13 (ii) mobile services in four other European countries. The operations of Virgin Media, Ziggo Group Holding, Unitymedia, Telenet and UPC Holding are collectively referred to herein as the European Operations Division. In Chile, we provide video, broadband internet, fixed-line telephony and mobile services through VTR. In Puerto Rico, we provide video, broadband internet and fixed-line telephony services through Liberty Puerto Rico. On July 1, 2015, we completed the LiLAC Transaction, pursuant to which we (i) reclassified our then outstanding Old Liberty Global Shares into Liberty Global Shares and (ii) distributed LiLAC Shares to holders of our Old Liberty Global Shares. The Liberty Global Shares and the LiLAC Shares are intended to reflect or track the economic performance of the Liberty Global Group and the LiLAC Group, respectively. For additional information, see note 1 to our condensed consolidated financial statements. We have completed a number of transactions that impact the comparability of our 2016 and 2015 results of operations including the BASE Acqusition on February 11, 2016 and the Choice Acquisition on June 3, For further information regarding our pending and completed acquisitions, see note 3 to our condensed consolidated financial statements. Through our subsidiaries and affiliates, we are the largest international broadband communications operator in terms of customers. At March 31, 2016, we owned and operated networks that passed 53,607,400 homes and served 57,161,400 revenue generating units (RGUs), consisting of 23,873,700 video subscribers, 18,293,100 broadband internet subscribers and 14,994,600 fixed-line telephony subscribers. In addition, at March 31, 2016, we served 6,816,900 mobile subscribers. Including the effect of acquisitions, we added a total of 170,700 RGUs during the three months ended March 31, Excluding the effect of acquisitions (RGUs added on the acquisition date), but including post-acquisition date changes in RGUs, we added 155,900 RGUs on an organic basis during the three months ended March 31, 2016 as compared to 71,100 RGUs added on an organic basis during the corresponding prior-year period. The organic RGU growth during the three months ended March 31, 2016 is primarily attributable to the net effect of (i) an increase of 178,200 broadband internet RGUs, (ii) a decrease of 161,000 basic video RGUs, (iii) an increase of 116,000 fixed-line telephony RGUs and (iv) an increase of 26,400 enhanced video RGUs. In addition, excluding the effect of acquisitions, we added 32,300 mobile subscribers during the three months ended March 31, 2016, including an increase in postpaid mobile subscribers of 99,800 and a decrease in prepaid mobile subscribers of 67,500. We are experiencing significant competition from incumbent telecommunications operators (particularly in the Netherlands and, to a lesser extent, Switzerland, where the incumbent telecommunications operators are overbuilding our networks with FTTx and advanced digital subscriber line technologies), DTH operators and/or other providers in all of our broadband communications markets. In certain of our markets, this significant competition, together with the maturation of these markets, has contributed to organic declines in revenue, RGUs and/or average monthly subscription revenue per average cable RGU or mobile subscriber, as applicable, (ARPU), the more notable of which include: (i) (ii) organic declines in cable subscription and overall revenue in the Netherlands during the first quarter of 2016, as compared to the first quarter of 2015; organic declines during the first quarter of 2016 in (a) video RGUs in the majority of our markets, as declines in our basic video RGUs generally exceeded additions to our enhanced video RGUs (including migrations from basic video) in these markets, (b) fixed-line telephony RGUs in Chile and the Netherlands and (c) total RGUs in the Netherlands and Switzerland/Austria; and (iii) organic declines in overall cable ARPU in the Netherlands and many of our other markets during the first quarter of 2016, as compared to the first quarter of Concerns also exist with respect to the Puerto Rico government s cash flows and, accordingly, its ability to meet its debt obligations. On May 1, 2016, Puerto Rico s government failed to pay million of the million of debt obligations that were due as of such date, and on July 1, 2016, another 1.9 billion will become due. During 2015, the Puerto Rico government enacted a new tax law that, among other things, (i) increased the sales and use tax rate from 7.0% to 11.5%, effective July 1, 2015, and (ii) provided for the taxing of services between businesses at a rate of 4.0%, effective October 1, Prior to the new tax law, such services were exempt from taxation. Effective June 1, 2016, the aforementioned sales and use tax will be replaced with a VAT of 10.5% and a sales and use tax of 1.0%. The 10.5% VAT will also apply to services between business, which represents a significant increase in the tax rate. More changes to the Puerto Rico tax system are expected during Currently, there is legislation under analysis in Puerto Rico to postpone or eliminate the application of the new tax regime, including the VAT and the taxation of 9

14 business-to-business transactions. Puerto Rico s government is also implementing austerity and a number of other measures to improve its solvency. It remains possible, if not likely, that Puerto Rico will be required to restructure its debt obligations. If the fiscal and economic conditions in Puerto Rico were to worsen as a result of these or other factors, (a) the population of Puerto Rico could continue to decline, reducing the future demand for Liberty Puerto Rico s services, and (b) the demand and ability of customers to pay for Liberty Puerto Rico s services could be impaired, which could have a negative impact on Liberty Puerto Rico s results of operations, cash flows and financial condition. Material changes in Liberty Global s results of operations As noted under Overview above, the comparability of our operating results during 2016 and 2015 is affected by acquisitions. In the following discussion, we quantify the estimated impact of acquisitions on our operating results. The acquisition impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. In general, we base our estimate of the acquisition impact on an acquired entity s operating results during the first three months following the acquisition date such that changes from those operating results in subsequent periods are considered to be organic changes. Accordingly, in the following discussion, variances attributed to an acquired entity during the first 12 months following the acquisition date represent differences between the estimated acquisition impact and the actual results. Our organic growth percentages may be impacted by the fact that the numerator for the organic growth percentages includes the organic growth of the acquired entity, while the denominator may not include any amounts related to the acquired entity. Changes in foreign currency exchange rates have a significant impact on our reported operating results as all of our operating segments, except for Puerto Rico, have functional currencies other than the U.S. dollar. Our primary exposure to foreign currency translation effects (FX) risk during the three months ended March 31, 2016 was to the euro and British pound sterling as 46.5% and 34.4% of our U.S. dollar revenue during the period was derived from subsidiaries whose functional currencies are the euro and British pound sterling, respectively. In addition, our reported operating results are impacted by changes in the exchange rates for the Swiss franc and other local currencies in Europe, as well as the Chilean peso. The portions of the changes in the various components of our results of operations that are attributable to changes in FX are highlighted under Discussion and Analysis of Liberty Global s Reportable Segments and Discussion and Analysis of Liberty Global s Consolidated Operating Results below. For information concerning applicable foreign currency exchange rates in effect for the periods covered by the Interim Results, see Quantitative and Qualitative Disclosures about Market Risk Foreign Currency Exchange Rates below. The amounts presented and discussed below represent 100% of each operating segment s revenue and Adjusted OIBDA. As we have the ability to control Telenet and Liberty Puerto Rico, we consolidate 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners interests in the operating results of Telenet, Liberty Puerto Rico and other less significant majority-owned subsidiaries are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations. Discussion and Analysis of Liberty Global s Reportable Segments General All of the reportable segments set forth below derive their revenue primarily from broadband communications services, including video, broadband internet and fixed-line telephony services. Most of our reportable segments also provide B2B and mobile services. For detailed information regarding the composition of our reportable segments, including information regarding a change we made to our reportable segments during the second quarter of 2015, see note 14 to our condensed consolidated financial statements. The tables presented below in this section provide a separate analysis of each of the line items that comprise Adjusted OIBDA, as further discussed in note 14 to our condensed consolidated financial statements, as well as an analysis of Adjusted OIBDA by reportable segment for the three months ended March 31, 2016 and These tables present (i) the amounts reported by each of our reportable segments for the current and comparative periods, (ii) the U.S. dollar change and percentage change from period to period and (iii) the organic percentage change from period to period (percentage change after removing FX and the estimated impacts of acquisitions and dispositions). The comparisons that exclude FX assume that exchange rates remained constant at the prior-year rate during the comparative periods that are included in each table. We also provide a table showing the Adjusted OIBDA margins of our reportable segments for the three months ended March 31, 2016 and 2015 at the end of this section. 10

15 The revenue of our reportable segments includes revenue earned from (i) subscribers to our broadband communications and mobile services and (ii) B2B services, interconnect fees, mobile handset sales, channel carriage fees, installation fees, late fees and advertising revenue. Consistent with the presentation of our revenue categories in note 14 to our condensed consolidated financial statements, we use the term subscription revenue in the following discussion to refer to amounts received from subscribers for ongoing services, excluding installation fees and late fees. In the following tables, mobile subscription revenue excludes the related interconnect revenue. In the U.K. and Belgium, we now offer our customers the option to purchase a mobile handset pursuant to a contract that is independent of a mobile airtime services contract (a Split-contract Program). Revenue associated with handsets sold under a Split-contract Program is recognized upfront and included in other non-subscription revenue. We generally recognize the full sales price for the mobile handset upon delivery, regardless of whether the sales price is received upfront or in installments. Prior to the Split-contract Programs, all revenue from handset sales that was contingent upon delivering future airtime services was recognized over the life of the customer contract as part of the monthly fee and included in subscription revenue. Most of our revenue is derived from jurisdictions that administer VAT or similar revenue-based taxes. Any increases in these taxes could have an adverse impact on our ability to maintain or increase our revenue to the extent that we are unable to pass such tax increases on to our customers. In the case of revenue-based taxes for which we are the ultimate taxpayer, we will also experience increases in our operating expenses and corresponding declines in our Adjusted OIBDA and Adjusted OIBDA margins to the extent of any such tax increases. We pay interconnection fees to other telephony providers when calls or text messages from our subscribers terminate on another network, and we receive similar fees from such providers when calls or text messages from their customers terminate on our networks or networks that we access through MVNO or other arrangements. The amounts we charge and incur with respect to fixed-line telephony and mobile interconnection fees are subject to regulatory oversight in many of our markets. To the extent that regulatory authorities introduce fixed-line or mobile termination rate changes, we would experience prospective changes and, in very limited cases, we could experience retroactive changes in our interconnect revenue and/or costs. The ultimate impact of any such changes in termination rates on our Adjusted OIBDA would be dependent on the call or text messaging patterns that are subject to the changed termination rates. Revenue of our Reportable Segments Three months ended March 31, Increase (decrease) Organic increase (decrease) % % Liberty Global Group: European Operations Division: U.K./Ireland... 1, ,711.4 (24.9) (1.5) 3.7 The Netherlands (37.6) (5.3) (3.3) Germany Belgium (a) Switzerland/Austria (5.9) (1.3) 2.3 Total Western Europe... 4, , Central and Eastern Europe (2.1) (0.8) 2.6 Central and other... (2.4) (2.8) 0.4 N.M. N.M. Total European Operations Division... 4, , Corporate and other Intersegment eliminations... (11.2) (7.8) (3.4) N.M. N.M. Total Liberty Global Group... 4, , LiLAC Group: Chile (8.8) (4.2) 7.6 Puerto Rico (b) Total LiLAC Group Total... 4, ,