Liberty Global Ltd. (LBTYA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the Liberty Global and Sunrise Investor Call to discuss spin-off timings, including mechanics of ADS conversion. This call is the property of Liberty Global and any redistribution, retransmission or rebroadcast of this call in any form without the expressed written consent of Liberty Global is strictly prohibited. [Operator Instructions] I would now like to turn the call over to Mr. Michael Bishop.

Thanks, operator, and welcome, everyone. Thank you for joining today's final Q&A call focused on the Sunrise spin mechanics, including the key dates, trading markets and the ADS process, including conversion into local Sunrise SIX listed shares. We have Brian Hall, our General Counsel on the call; Joe Conte from JPMorgan, which is Sunrise ADS Depository Bank; and members of the Liberty Global team are also here to help. Building on the call we hosted already on the proxy statement prospectus, rather than run through all the spin distribution mechanics again, we are going to focus on the key updates published recently by Liberty Global and covered on the earnings call earlier this week, starting with the time line of key shareholder events. On October 25, Liberty Global shareholders approved the Sunrise spin-off transaction at a special meeting with over 99% of votes in favor. November 4 has been set as the distribution record date. This is the date on which LG shareholders must hold LG common shares to receive Sunrise shares in the form of Sunrise ADSs listed on NASDAQ. November 12 is the date on which LG shareholders, holding common shares on the distribution date, will receive Sunrise ADSs in their broker account. November 13 is the first trading day for Sunrise ADSs on NASDAQ under ticker, SNRE. November 14 is the first day Sunrise ADS holders can convert their ADSs into underlying Sunrise shares listed on the SIX Exchange in Switzerland. Lastly, November 15 is the first day of trading for Sunrise Class A shares on the SIX exchange under the ticker, SUNN. Now turning to the key trading markets. Three trading markets will develop in LG classes A and C from November 4 through November 12. Firstly, regular way trading will be affected on a due bills basis, meaning that the buyer acquires both the underlying LBTY share and the distribution that is due upon it, even though the distribution record date has passed. This will be the vast majority of trading under the current ticker symbols. Secondly, ex-distribution trading will emerge on NASDAQ under the ticker symbols LBYAV and LBYKV. Buyers will acquire only LBTY shares without the distribution of Sunrise. We know this market is expected to trade relatively thinly. Thirdly, when issued, trading will emerge on NASDAQ under the ticker symbol, SNREV. Buyers will acquire only the Sunrise ADSs without the underlying LBTY shares. This market is also expected to trade relatively thinly. Now turning to the ADS conversion process specifically. As mentioned, all Liberty Global shareholders on the distribution record date, November 4, 2024, are entitled to receive Sunrise ADSs. To trade the Sunrise A shares on SIX, the Swiss Exchange, recipients of Sunrise ADSs must convert the Sunrise ADSs into Sunrise shares and also have an SIX eligible account. This is a relatively straightforward process and can be summarized by the following key steps. Number one, set up a SIX eligible trading accounts. We believe this typically will only take a few days to set up an SIX eligible trading account with your respective broker. Number two, instruct your broker to cancel ADSs and deliver Sunrise shares to the SIX, or SIX eligible accounts. Number three, your broker needs to issue a cancellation notice and deliver the ADSs to JPMorgan, the depository agent. Number four, JPMorgan instructs its transfer agent to transfer Sunrise shares to the SIX eligible brokerage accounts. Number five, the transfer agent delivers the Sunrise ordinary shares to the SIX eligible broker accounts and they are allocated. Whilst most shareholders will be able to instruct their brokers to convert Sunrise ADSs and set the necessary chain of events in motion to convert into Sunrise Class A ordinary shares, if any brokers require instructions, they can also be found on JPM's website, www.adr.com, where there is a general cancellation form. We note they can also reach out to DF King, our information agent. Lastly, turning to fees and the ADS delisting. As a reminder, we intend to delist Sunrise ADSs from NASDAQ after 9 months. Sunrise ADS holders who cancel their Sunrise ADS shares withdraw the underlying Sunrise shares within the first 3 months following the spin-off will not have to pay depository fees of up to $0.05 per Sunrise ADS for such cancellation. As is also customary with ADSs, there will also be a similar fee payable on dividends for those holding Sunrise ADSs once Sunrise starts to pay its annual dividend in 2025. Alternatively, holders of Sunrise Class A ADSs can trade these on NASDAQ for a transitional period of 9 months. With that, operator, we have concluded the prepared remarks and can open the call for Q&A.

[Operator Instructions] The first question comes from the line of [indiscernible].

I wanted to ask if the conversion of ADR is effectively in both directions, it's possible, so on the sell side or the buy side?

Yes. Perhaps we -- hand that one over to Joe. But I believe the answer is yes, they're exchangeable for both ways.

Yes. This is Joe Conte from JPMorgan ADRs. Yes, not only that cancellations could occur. I was instructed earlier in the call you will be able to also reissue or recreate ADRs as well, and the process would sort of be in reverse.

There are currently no questions registered. [Operator Instructions] The next question comes from the line of [indiscernible] with Friends and Family of BMO.

I'm wondering what's the adjustment to the strike prices for the options would be due to the spin-off or if there will be one?

Sorry, it was a bit faint, the question. Were you asking about the adjustment to option strike prices?

Correct, correct.

Yes. Maybe I'll ask...

I can take that.

I'm sorry, [indiscernible]. Liberty Global traded options or management options.

Yes, publicly traded options, yes.

The publicly traded options. I think from a publicly traded options perspective, that really depends on the issuer as to the adjustment they will make to the strike price. So I think you have to contact your issuer.

Okay.

If you don't mind, I can answer that in some fashion. So options are based off the [indiscernible], which is intended to be on the 13th for Liberty Global. The Options Clearing Corp. will use that to adjust or ex the options as well.

The next question comes from the line of Kerry Otis with [indiscernible].

Can you advise how long the transfer from ADS to local should take?

Yes, sure. I'll turn it to Joe.

Yes. So it really depends on when the instructions are presented to JPMorgan. So if we receive, in most cases, delivery of the ADSs with good cancellation instructions by 10:00 a.m. Eastern, that should be delivered out on the same day. With the time differences between us and Switzerland, in most cases, the delivery will be made the next business day. We do have many broker dealers that provide standard instructions for cancellations with JPMorgan. So if those broker-dealers are delivering to us via those standard instructions, they are much quicker to be delivered off by our custodian in Switzerland. So I figure about a day or 2 is the normal process.

The next question comes from the line of Phillip Oswald with UBS.

After the 9-month period trading from the ADS, would you expect termination of the ADS or you are still running the program without trading?

Yes. Maybe let me take that up. I think what we've said in the F-4 filing is that it's our intention to delist the ADS from NASDAQ. Clearly, that needs to be a Sunrise Board decision at the time to do that or to affect that, but it's a relatively straightforward process. Should the ADS be delisted from NASDAQ, it's very likely that it would then just be effectively an unlisted ADS which we trade OTC. And so for example, if you look at, say, Swisscom, they have a sponsor, but OTC traded ADR as to many other European companies.

The next question comes from the line of [indiscernible] with GP Investments LLC.

Could you give us an idea of how many shares will be outstanding on the Sunrise side? I know the 5:1 conversion, but I just want to make sure.

Yes, sure. So let me cover that one. So we will publish a final share count in a closing 6-K filing. But for your reference there is some illustrative information in the F-4 based on the 28th of August share count, which shows 69.8 million Sunrise Class A common shares. As a reminder, with the par value of CHF 0.1. And then there's 26 million Sunrise Class B shares. So remember, they have 1/10 of the economic value. And so I think you can get pretty close to the implied share count from that disclosure. And then Liberty Global in our earnings presentation earlier this week, we published our latest total share count was around 357 million shares, which includes all 3 share classes, the A, K and the B shares.

The next question comes from the line of [indiscernible] with Deutsche Bank.

So we're expecting a market announcement in the next couple of days. Is this going to happen through to our custodian by Monday, which is the record date?

Joe, do you want to take that one?

Yes, sure. So I'm assuming the trading market announcement, is that what you're asking for?

It's more so if, for example, we have clients with the existing positions so that we can send out their mandatory corporate action notice so that they are aware of their options as far as ADS in writing, et cetera?

I got you. Well, so there's several moving parts here. So JPMorgan will be issuing for holders -- registered holders in any case they'll be receiving a welcome letter once the accounts have been created and allocated with shares, also for the registered holders. For beneficial holders at broker dealers, the NASDAQ will be putting out their daily list announcement usually by 1:00 or so today to establish the trading markets. The Depository Trust and Clearing Corporation has also put out the terms of the spin-off and record dates and all of that. So that's been out there already. So there's enough market data information out there for beneficial holders and so forth. We normally don't mail anything to beneficial holders directly, it's more to registered holders. So I'm not sure if I specifically answered your question on that at this point.

I think it does. It's just that we didn't seem to receive a swift as yet. So it's probably just a timing issue from our custodian.

A swift -- yes, it's probably, that would have to come out from your custodian as well, yes.

And perhaps related to that, we have published...

I'll let you finish. I am only allowed one question.

No, no, feel free to have another question. I was just going to say we've published today on the Sunrise spin portal, which is part of the Liberty Global Investor Relations section of our website, all of the relevant tickers, CUSIPs and items, so they're also available. But please go ahead if you have other question.

Excellent. I'll take a look at that. I think that's why I was just looking to confirm, so we're just cross-referencing the initial spin-off notification with the tickers [indiscernible]. And then just to -- I was making notes as you walked through the additional information on time lines, et cetera, assuming that will also be published as well.

Yes, that was all published previously in a press release. And again, if you go on to the Sunrise spin-off portal on the Liberty Global website, we have all of the key documents from the F-4 prospectus onwards. But please do reach out if you can't find anything.

There are no additional questions waiting at this time. I would like to pass the conference over to Mr. Michael Bishop for closing remarks.

Great. Well, thanks, everyone, for dialing in. And as I just mentioned, we do have the Sunrise spin portal, which I think is an excellent resource and has all of the key documentation on the website. And secondly, for brokers and retail shareholders, we have already set up a toll-free DF King help line, both U.K. and U.S. numbers. So all of those are available on the website. And that's up and running and we'll continue throughout the transaction. And lastly, please also feel free to reach out to the Liberty Global Investor Relations team, at [email protected]. But thanks again, everyone, for attending. And with that, operator, happy to close the call.

Ladies and gentlemen, this concludes the Liberty Global and Sunrise Investor Call. As a reminder, a replay of the call will be available in the Sunrise spin-off section of Liberty Global's website. Thank you and have a wonderful day.