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Liberty Global Important Information

IMPORTANT DISCLAIMER

Offer by Liberty Global plc (“Liberty Global”) for Cable & Wireless Communications Plc (“CWC”) (the “Proposal”)

PLEASE READ THIS NOTICE CAREFULLY - IT APPLIES TO ALL PERSONS WHO VIEW THIS SECTION OF THE WEBSITE AND, DEPENDING UPON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION AND MATERIALS ON THIS SECTION OF THE WEBSITE. THESE MATERIALS AND INFORMATION ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY FORMALITY WHICH CWC REGARDS AS UNDULY ONEROUS.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY CWC AND/OR LIBERTY GLOBAL RELATING TO THE PROPOSAL IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).  THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Access to the website

You are attempting to enter the section of the website that is designated for the publication of documents and information in connection with the Proposal.

If you would like to view this section of the website, please read this notice carefully. This notice applies to all persons who view this section of the website and, depending on where you are located, may affect your rights or responsibilities. CWC reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this section of the website may be amended at any time, in whole or in part, at the sole discretion of CWC.

This section of the website contains electronic versions of Information relating to the Proposal. The Information you are seeking to access is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. The Information does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Proposal. Any person seeking to access this section of the website represents and warrants to CWC that they are doing so for information purposes only.

To allow you to view Information about the Proposal on this section of the website, you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view Information about the Proposal.

Making press announcements and other documents available in electronic format does not constitute or form part of an offer to sell or the solicitation of an offer to buy CWC’s or Liberty Global’s securities. Further, it does not constitute a recommendation by CWC or any other party to sell or buy securities of CWC or Liberty Global.

The Proposal would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Proposal, including details on how it may be accepted.  Any decision made in relation to the Proposal should be made solely and only on the basis of the information provided in any such document.  

NO OFFER CAN BE VALIDLY ACCEPTED BY CWC SHAREHOLDERS OR ANY OTHER PERSON BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THIS WEBSITE. CWC OR LIBERTY GLOBAL SHAREHOLDERS SHOULD SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISER AS TO THE SUITABILITY OF ANY ACTION FOR THE INDIVIDUAL CONCERNED.

Overseas jurisdictions

Viewing the Information you are seeking to access may be unlawful if you are resident or located in certain jurisdictions. In certain jurisdictions, only certain categories of persons may be allowed to view such Information. All persons resident or located outside of the United Kingdom (the “UK”) who wish to view this section of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.

The Information in this section of the website is not directed at or intended to be accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION CONTAINED ON THIS SECTION OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

This section of the website contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this section of the website, or viewing the Information would result in a breach of any relevant laws or regulatory requirements, or you are in any doubt as to whether you are permitted to view the Information on this section of the website, you should not continue to seek to access this section of the website.

Additional U.S. information

The Proposal is expected to be implemented by means of a scheme of arrangement provided for under English company law (the “Scheme”).  The Liberty Global shares to be issued under the Scheme are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof and exemptions from registration and qualification under applicable state securities laws. Under applicable U.S. securities laws, CWC shareholders (whether or not U.S. persons) who are or will be “affiliates” of Liberty Global prior to or after the execution of the Proposal will be subject to certain transfer restrictions relating to the Liberty Global shares that may be received in connection with the Scheme.

The Proposal and the issuance of the Liberty Global shares have not been and will not be approved or disapproved by the Securities and Exchange Commission (the “SEC”), nor has the SEC or any US state securities commission passed upon the merits or fairness of the Proposal nor upon the adequacy or accuracy of the information contained in this section of the website. Any representation to the contrary is a criminal offence in the United States.

Responsibility

In relation to any Information accessible in this section of the website please note any statement of responsibility contained therein. 

The Information included in this section of the website issued or published by CWC speaks only at the specified date of the relevant announcement or document and CWC has, and accepts, no responsibility or duty to update or revise such Information (other than to the extent such duty arises as a matter of law or regulation). 

In relation to any announcements or other Information issued or published by Liberty Global, or information which relate to Liberty Global and the Liberty Global Group, that are accessible on this website, the only responsibility accepted by CWC and its directors is for the correctness and fairness of its reproduction.

Neither the directors of CWC, nor CWC, nor any member of the CWC Group (as defined below) nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this section of the website.

Forward-looking statements

This section of the website and the Information contained in it may contain “forward-looking statements” with respect to certain of the plans of CWC and its group (being CWC and its subsidiaries and subsidiary undertakings, together the “CWC Group”)) and the CWC Group’s current goals and expectations relating to its future financial condition, performance, results, strategic initiatives and objectives. Generally, words such as “may”, “could”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “aim”, “outlook”, “believe”, “plan”, “seek”, “continue” or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the CWC Group, including, amongst other things: local and global economic and 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, inflation and deflation; the timing impact and other uncertainties of future acquisitions, disposals or combinations within relevant industries (including uncertainties relating to the execution of the Proposal); as well as the impact of tax and other legislation or regulations in the jurisdictions in which the CWC Group and its affiliates operate.  Additional factors that could cause actual results to differ materially from such forward-looking statements are set out in the most recent annual reports and accounts of CWC.

As a result, the CWC Group’s actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in the CWC Group’s forward-looking statements. Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur. The CWC Group undertakes no obligation to update or revise any forward-looking statements, save in respect of any requirement under applicable law or regulation.

Nothing in this section of the website, nor the Information contained in it, should be construed as a profit forecast, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for CWC.

In addition, past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

Other

If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.

This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the Information in this section of the website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the Information in this section of the website to any other person at any time.
  • I represent and warrant to CWC that I intend to access this section of the website for information purposes only.

If you are not able to give these confirmations, you should click on I DECLINE below.

I AGREE

I DISAGREE