Liberty Global riles shareholders with plans to redomicile to Bermuda


The Nasdaq-listed Liberty claims the move is to better align itself with the US regulations

According to reports, independent shareholders in Liberty Global are likely to vote against a proposal to domicile the company in Bermuda at an upcoming extraordinary general meeting.

Liberty Global, which has telecoms businesses interests in numerous markets across Europe, including Virgin Media O2 in the UK, first filed a preliminary statement with US Securities and Exchange Commission (SEC) for the move back in April. The filing indicated that the company would be reincorporated in Bermuda, arguing that doing so would help simplify relations with the company’s predominantly US-based shareholders.

“Today, we are incorporated as an England and Wales company, listed on Nasdaq, and as a result there are cumbersome administrative processes,” said Liberty Global CEO Mike Fries. “The proposed transaction will have no change to our listing on Nasdaq, our day-to-day operations or the tax residence of our operating companies. The principal objective of the change in jurisdiction of incorporation is to facilitate shareholder value creation by aligning the US style corporate law of Bermuda with our listing on Nasdaq and the expectations of our largely US shareholder base.”

He further highlighted that the move should streamline various business activities, such as M&A.

“Key components of our strategy to create shareholder value may include, among others, financing, cross-border M&A and investments, share buybacks, self-tender offers, spin-offs and split-offs, all of which are easier to execute as a Bermuda company,” he added in a note to shareholders.

But despite this purported boon in value, not all shareholders are likely to be happy with the move. The shift would reportedly lower the threshold for key shareholder votes from its 75% to just 50%, therefore delivering a disproportionate amount of voting power to Fries and Liberty Global’s chairman, billionaire John Malone.

Together the duo would control roughly 40% of votes, despite only holding 8% of the company’s shares.

This opposition comes at a troubling time for Liberty Global’s leadership, which is already facing backlash for its proposed changes to executive pay packages and governance practices.

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