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Liberty Global plc – ‘S-4/A’ on 12/22/14

On:  Monday, 12/22/14, at 5:26pm ET   ·   Accession #:  1193125-14-450889   ·   File #:  333-199552

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/22/14  Liberty Global plc                S-4/A                  7:5.4M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   3.83M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     24K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML     13K 
 4: EX-8.2      Opinion re: Tax Matters                             HTML     16K 
 5: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML      5K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML      5K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML      5K 

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As filed with the Securities and Exchange Commission on December 22, 2014

REGISTRATION NO. 333-199552

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIBERTY GLOBAL PLC

(Exact name of Registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Bryan H. Hall

Executive Vice President

Liberty Global plc

38 Hans Crescent

London SW1X 0LZ

United Kingdom

+44.20.7190.6449

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Information in this proxy statement/prospectus is not complete and may be changed. We may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated December 22, 2014

December     , 2014

Dear Shareholder:

You are cordially invited to attend a general meeting of shareholders of Liberty Global plc (Liberty Global) to be held at 3:00 p.m., local time, on February     , 2015 and, to the extent you hold shares of the applicable class, a class meeting of our Class A ordinary shareholders to be held at 3:30 p.m., local time, on February     , 2015, a class meeting of our Class B ordinary shareholders to be held at 3:40 p.m., local time, on February     , 2015, and a class meeting of our Class C ordinary shareholders to be held at 3:50 p.m., local time, on February     , 2015. All such meetings will be held at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP. A proxy statement/prospectus containing important information about the matters to be acted on at the general meeting and the class meetings, notices of the general meeting and the class meetings and proxy cards accompany this letter. We refer to our existing Class A, Class B and Class C Ordinary Shares as the Liberty Global Class A Ordinary Shares, Liberty Global Class B Ordinary Shares and Liberty Global Class C Ordinary Shares, respectively, and collectively, as the Liberty Global Ordinary Shares.

At the meetings, you will be asked to consider and vote on the following:

all as described in more detail in the accompanying proxy statement/prospectus and collectively referred to as the Proposals.

HOLDERS OF LIBERTY GLOBAL CLASS C ORDINARY SHARES, WHICH ARE NON-VOTING FOR MOST MATTERS, SHOULD NOTE THAT THEY ARE ENTITLED TO VOTE ON THE ADOPTION OF OUR NEW ARTICLES AND ON THE VOTING RIGHTS PROPOSAL AT THE CLASS C MEETING AND THEREFORE WE URGE ALL SUCH HOLDERS TO REVIEW THIS LETTER AND THE MATERIALS THAT FOLLOW.

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As described above, the Transaction Proposals, if approved and implemented, will create the LiLAC Ordinary Shares, which are new classes of ordinary shares intended to track and reflect the separate economic performance of the businesses and assets of our operations in Latin America and the Caribbean, which we collectively refer to as the Liberty Latin America and Caribbean Group, or LiLAC Group. The LiLAC Group will initially comprise (i) VTR Finance B.V. (VTR Finance) and its subsidiaries, which include VTR GlobalCom SpA and VTR Wireless SpA, (ii) Lila Chile Holding BV, which is the parent entity of VTR Finance, (iii) LGI Broadband Operations, Inc. and its subsidiaries, which include our 60% controlling interest in Liberty Cablevision of Puerto Rico, and (iv) the costs associated with certain corporate employees of Liberty Global that are exclusively focused on the management of our Latin American operations. We also intend, prior to the issuance of the LiLAC Ordinary Shares, to contribute to Lila Chile Holding BV an amount of cash as determined by our board of directors to provide the LiLAC Group with additional liquidity to fund, among other things, acquisitions and ongoing operating costs and expenses. We refer to all of our other businesses, assets and liabilities not specifically attributed to the LiLAC Group collectively as the Liberty Global Group. If the Transaction Proposals are approved and the LiLAC Ordinary Shares are issued, the Liberty Global Ordinary Shares will accordingly no longer reflect the performance of the businesses and assets of Liberty Global as a whole.

If the Transaction Proposals are approved and implemented, our new articles of association will authorize the company to issue LiLAC Ordinary Shares, will set out the rights of such shares and will make certain changes to the terms of the Liberty Global Ordinary Shares. If that approval is obtained, and certain other conditions are satisfied or waived, our board of directors intends to subsequently capitalize a portion of our share premium account and issue LiLAC Ordinary Shares to the holders of Liberty Global Ordinary Shares as fully paid bonus shares in an issuance that we refer to as the Bonus Issue. We refer to the adoption of our new articles of association, including the creation of the LiLAC Ordinary Shares, and the subsequent Bonus Issue of those shares, collectively as the Transaction.

In the Transaction, each holder of Liberty Global Class A, Class B or Class C Ordinary Shares would receive, for every 20 Liberty Global Ordinary Shares held by such holder on the record date for the Bonus Issue, one share of the corresponding class of LiLAC Ordinary Shares. Based on the number of Liberty Global Ordinary Shares of the relevant classes outstanding as of December 22, 2014, we expect to issue approximately [            ] million LiLAC Class A Ordinary Shares, [            ] million LiLAC Class B Ordinary Shares and [            ] million LiLAC Class C Ordinary Shares to holders of Liberty Global Class A Ordinary Shares, Liberty Global Class B Ordinary Shares and Liberty Global Class C Ordinary Shares, respectively, in the Transaction. Where the calculation of LiLAC Ordinary Shares described above would result in a holder of Liberty Global Ordinary Shares being issued with a fraction of a LiLAC Ordinary Share, such fractional entitlement will be aggregated with all other fractional entitlements and sold on behalf of all holders of fractional entitlements, and we will pay to such holders an amount equal to their proportionate proceeds of the sale.

It is important to note that, following the Transaction, holders of LiLAC Ordinary Shares will have no direct investment in the businesses or assets attributed to the LiLAC Group, and holders of Liberty Global Ordinary Shares will have no direct investment in the businesses or assets attributed to the Liberty Global Group. Rather, an investment in either type of share will represent an ownership interest in our company as a whole.

We expect to list the LiLAC Class A Ordinary Shares, LiLAC Class B Ordinary Shares and LiLAC Class C Ordinary Shares on the NASDAQ Global Select Market (Nasdaq) under the symbols “LILA,” “LILAB” and “LILAK,” respectively. Following the Transaction, the Liberty Global Class A Ordinary Shares, Liberty Global Class B Ordinary Shares and Liberty Global Class C Ordinary Shares will continue to trade on Nasdaq under the symbols “LBTYA,” “LBTYB” and “LBTYK,” respectively.

Our board of directors has unanimously approved each Proposal and unanimously recommends that you vote “FOR” each of the resolutions comprising the Transaction Proposals, the Voting Rights Proposal, the Securities Purchase Proposals and the Virgin Media Sharesave Proposal.

Your vote is important, regardless of the number or class of shares you own. Whether or not you plan to attend the meetings, please vote as soon as possible to make sure that your shares are represented.

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Thank you for your cooperation and continued support and interest in Liberty Global.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Transaction Proposals, the Voting Rights Proposal, the Securities Purchase Proposals, the Virgin Media Sharesave Proposal, the Transaction or the securities being offered in the Transaction or has passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

Investing in the securities of Liberty Global involves risks. See “Risk Factors” beginning on page 26.

This proxy statement/prospectus is dated December     , 2014 and is first being mailed on or about December     , 2014 to the shareholders of record as of 5:00 p.m., New York City time/10:00 p.m., London time, on December     , 2014.

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HOW YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, file periodic reports and other information with the SEC. This information is available to you without charge upon your written or oral request. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. You may also inspect such filings on the internet web site maintained by the SEC at www.sec.gov. Information contained in any web site referenced in this proxy statement/prospectus is not incorporated by reference in this proxy statement/prospectus. Copies of documents filed by us with the SEC are also available by writing or telephoning our office of Investor Relations:

Liberty Global plc

12300 Liberty Boulevard

Englewood, CO 80112

Telephone: (303) 220-6600

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LIBERTY GLOBAL PLC MEETINGS OF SHAREHOLDERS

TO BE HELD ON FEBRUARY     , 2015

OVERVIEW OF THE PROPOSALS

The following is a summary of the proposals (collectively, the Proposals) to be voted on at the meetings of shareholders of Liberty Global plc (Liberty Global, we, or the company) to be held on February     , 2015, as further described in this proxy statement/prospectus. We refer to our existing Class A, Class B and Class C Ordinary Shares as the Liberty Global Class A Ordinary Shares, the Liberty Global Class B Ordinary Shares and the Liberty Global Class C Ordinary Shares, respectively, and collectively, as the Liberty Global Ordinary Shares and, together with the LiLAC Ordinary Shares described below, as our Ordinary Shares.

The meetings consist of a general meeting of the shareholders of Liberty Global (the General Meeting) and separate class meetings for holders of Liberty Global Class A, Class B and Class C Ordinary Shares (the Class A Meeting, Class B Meeting and Class C Meeting, respectively, and collectively the Class Meetings and, together with the General Meeting, the Meetings).

For the full text of each of the resolutions that make up the Proposals, please see the Notice of General Meeting, Notice of Class A Meeting, Notice of Class B Meeting and Notice of Class C Meeting attached as Annex A, Annex B, Annex C and Annex D, respectively, to this proxy statement/prospectus.

The Transaction Proposals consist of the following resolutions:

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Each of the New Articles Proposal, the Class Articles Proposals, the Management Policies Proposal and the Future Consolidation/Sub-Division Proposal is dependent on the others, and none of them will be implemented unless all receive the requisite shareholder approvals (collectively, the Transaction Approvals). If the Transaction Approvals are received and the other conditions to the Transaction are satisfied or waived, then our board of directors intends to subsequently capitalize a portion of our share premium account and issue LiLAC Ordinary Shares to holders of Liberty Global Ordinary Shares as fully paid bonus shares in an issuance that we refer to as the Bonus Issue. We refer to the adoption of our new articles of association, including the creation of the LiLAC Ordinary Shares, and the subsequent Bonus Issue of those shares, collectively as the Transaction.

The Voting Rights Proposal consists of (i) a special resolution of the holders of Liberty Global Class A and Class B Ordinary Shares voting together as a single class at the General Meeting (the Voting Rights Amendment Proposal) to approve an amendment to the provision in our articles of association governing voting on the variation of rights attached to classes of our shares, as further described in this proxy statement/prospectus, and (ii) special resolutions, to be considered at the Class A, Class B and Class C Meetings (the Class A, Class B and Class C Voting Rights Proposals, as applicable, and collectively the Class Voting Rights Proposals, and together with the Class Articles Proposals, the Class Proposals) to approve the amendment of our current and new articles of association pursuant to the Voting Rights Amendment Proposal (including, without limitation, all modifications of the terms of the Liberty Global Class A, Class B and Class C Ordinary Shares, as applicable, which may result from such amendment).

The Securities Purchase Proposals consist of (i) an ordinary resolution to approve the terms of, and to authorize repurchases under, a buy-back agreement (the Buy-Back Agreement), to be entered into by Liberty Global to acquire Liberty Global ordinary shares (the Buy-Back Shares) from a financial institution as part of our share repurchase program, and (ii) an ordinary resolution to approve possible future arrangements with our directors, which may result in Liberty Global acquiring securities from such directors, each such resolution to be adopted at the General Meeting by holders of Liberty Global Class A and Class B Ordinary Shares voting together as a single class. The authority conferred by the Securities Purchase Proposal in relation to the Buy-Back Agreement, if approved, will expire on the fifth anniversary of the general meeting.

The Virgin Media Sharesave Proposal consists of an ordinary resolution of the holders of Liberty Global Class A and Class B Ordinary Shares voting together as a single class at the General Meeting to amend the Liberty Global 2014 Incentive Plan to permit the grant of options to acquire Liberty Global Class C Ordinary Shares under the Virgin Media Sharesave with an exercise price of not less than 80% of the fair market value of such shares on the date of grant.

As noted above, each Transaction Proposal is conditional upon each other Transaction Proposal receiving the requisite shareholder approval. The Voting Rights Amendment Proposal is conditional on each Class Voting Rights Proposal receiving the requisite shareholder approval. None of the Securities Purchase Proposals or the Virgin Media Sharesave Proposal is conditional on the approval of any other Proposal.

The vote required for the approval of all the above mentioned resolutions differs by resolution.

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Under English law, holders of a company’s ordinary shares are generally referred to as “members,” but for clarity, they are referred to in this proxy statement/prospectus and the accompanying notices as “shareholders” or “holders” of the relevant shares.

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information about the General Meeting, the Class Meetings and how to vote your shares. You should read carefully the entire proxy statement/prospectus, including the Annexes and the additional documents incorporated by reference herein, to fully understand the Proposals and the Transaction.

The Class B Meeting will be held at 3:40 p.m., local time on February     , 2015 at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP.

The Class C Meeting will be held at 3:50 p.m., local time on February     , 2015 at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP.

The purpose of the Class A Meeting, Class B Meeting and Class C Meeting is for the holders of Liberty Global Class A Ordinary Shares, Liberty Global Class B Ordinary Shares and Liberty Global Class C Ordinary Shares, respectively, to consider and vote on the relevant Class Proposals.

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Proposals marked with an asterisk (*) are Transaction Proposals. Each Transaction Proposal is conditional upon each other Transaction Proposal receiving the requisite shareholder approval. The Transaction will only be implemented if all Transaction Proposals receive the requisite shareholder approval and the other conditions to the Transaction are satisfied or waived. The Voting Rights Amendment Proposal is conditional on each Class Voting Rights Proposal receiving the requisite shareholder approval. The Securities Purchase Proposals and the Virgin Media Sharesave Proposal are not conditional upon approval of the Transaction Proposals or any other Proposals.

Holders of Liberty Global Class C Ordinary Shares are not entitled to vote at the General Meeting. Only shares owned as of the record date are eligible to vote at the General Meeting.

As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the total voting power of the Liberty Global Class A and Class B Ordinary Shares, voting together as a single class. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Proposals being voted on at the General Meeting.

For the separate class votes on the Class B Articles Proposal and the Class B Voting Rights Proposal at the Class B Meeting, holders of Liberty Global Class B Ordinary Shares have one vote per share.

For the separate class votes on the Class C Articles Proposal and the Class C Voting Rights Proposal at the Class C Meeting, holders of Liberty Global Class C Ordinary Shares have one vote per share.

Only shares owned as of the record date are eligible to vote at the Class Meetings.

As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the Liberty Global Class A Ordinary Shares, [    ]% of the Liberty Global Class B Ordinary Shares and [    ]% of the Liberty Global Class C Ordinary Shares. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Class Proposals being voted on at the Class Meetings.

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Shareholders who have shares registered in the name of a broker, bank or other nominee should follow the voting instruction card provided by their broker, bank or other nominee in instructing them how to vote their shares or when granting or revoking a proxy. We recommend that you vote by proxy even if you plan to attend the relevant Meeting. You may change your vote at the relevant Meeting.

If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the proxy will have authority to vote in accordance with the directors’ recommendations for all resolutions.

To be valid, the appointment of a proxy, whether completed via the internet or by returning the completed and signed proxy card, must be received by 1:00 a.m., New York time/6:00 a.m. London time on February     , 2015.

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Liberty Global Ordinary Shares represented by “broker non-votes” will be counted for purposes of determining whether there is a quorum at a Meeting but will not be counted in determining the number of votes cast on a particular resolution.

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If you hold Liberty Global Ordinary Shares through book-entry, your account will be credited with the applicable number and class of LiLAC Ordinary Shares you are entitled to receive in the Bonus Issue.

For U.S. federal income tax purposes, you should not recognize any taxable income, gain or loss as a result of the Bonus Issue (except with respect to the receipt by you of any cash in lieu of fractional LiLAC Ordinary Shares). For a complete summary of the material U.S. federal income tax consequences of the Transaction to holders of Liberty Global Ordinary Shares, please see the section entitled “Material Tax Consequences of the Transaction — Material U.S. Federal Income Tax Consequences.”

The tax consequences of the Transaction to you will depend on your particular tax situation. We urge you to consult your own tax advisor to determine the tax consequences of the Transaction and the ownership of LiLAC Ordinary Shares to you.

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RISK FACTORS

In addition to the other information contained in, incorporated by reference in or included as an Annex to this proxy statement/prospectus, you should carefully consider the following risk factors in deciding whether to vote to approve the Transaction Proposals.

The risk factors described in this section have been separated into two groups:

The risks described below and elsewhere in this proxy statement/prospectus are not the only ones that relate to the Transaction and an investment in Liberty Global. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on Liberty Global or an investment in our ordinary shares. Past financial performance may not be a reliable indicator of future performance and historical trends may not foretell results or trends in future periods, especially given the current economic environment.

If any of the events described below were to occur, the businesses, prospects, financial condition, results of operations and/or cash flows of Liberty Global could be materially adversely affected. In any such case, the price of any or all of our ordinary shares could decline, perhaps significantly.

For the purposes of these risk factors, unless the context otherwise indicates, we have assumed that the Transaction Proposals have been approved and that the Transaction has been completed.

Risks Related to Our Proposed New Equity Capital Structure

Holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares will be shareholders of Liberty Global and are, therefore, subject to risks associated with an investment in our company as a whole, even if a holder does not own both LiLAC Ordinary Shares and Liberty Global Ordinary Shares. Even though we have attributed, for financial reporting purposes, all of our consolidated assets, liabilities, revenue, expenses and cash flows to either the LiLAC Group or the Liberty Global Group in order to prepare the attributed financial information included in this proxy statement/prospectus for each of those groups, we retain legal title to all of our assets and our capitalization does not limit our legal responsibility, or that of our subsidiaries, for the liabilities included in any set of financial statement schedules. Holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares will not have any legal rights related to specific assets attributed to either group and, in any liquidation, holders of LiLAC Ordinary Shares and Liberty Global Ordinary Shares will be entitled to receive a pro rata share of our available net assets based on their respective numbers of liquidation units. See “The Transaction Proposals — Description of the New LiLAC Ordinary Shares and Liberty Global Ordinary Shares under Our New Articles of Association and Comparison to the Liberty Global Ordinary Shares under Our Current Articles of Association — Liquidation.”

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Our board of directors’ ability to reattribute businesses, assets and liabilities between the Liberty Global Group and the LiLAC Group may make it difficult to assess the future prospects of the LiLAC Group based on its past performance. Our board of directors will be vested with discretion to reattribute businesses, assets and liabilities that are attributed to either the Liberty Global Group or the LiLAC Group to the other group, without the approval of any of our shareholders. See “The Transaction Proposals — Management and Allocation Policies.” Any such reattribution made by our board of directors, as well as the existence of the right in and of itself to effect a reattribution, may impact the ability of investors to assess the future prospects of the LiLAC Group, including its liquidity and capital resource needs, based on its past performance. Shareholders may also have difficulty evaluating the liquidity and capital resources of the LiLAC Group based on past performance, as our board of directors may use Liberty Global Group’s liquidity to fund the LiLAC Group’s liquidity and capital expenditure requirements (or vice versa) through the use of inter-group loans or other inter-group arrangements.

We could be required to use assets attributed to one group to satisfy liabilities attributed to the other group. The assets attributed to the LiLAC Group are potentially subject to the liabilities attributed to the Liberty Global Group, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to the Liberty Global Group. While our proposed management and allocation policies provide that reattributions of assets between groups will result in the creation of an inter-group loan or an inter-group interest or an offsetting reattribution of cash or other assets, no provision of our new articles prevents us from satisfying liabilities of the Liberty Global Group with assets of the LiLAC Group, and our creditors will not in any way be limited by our equity capital structure from proceeding against any assets they could have proceeded against if we did not have such a structure. Holders of Liberty Global Ordinary Shares may face similar considerations in that assets attributed to the Liberty Global Group may be required to be used to satisfy liabilities attributed to the LiLAC Group.

The market price of LiLAC Ordinary Shares may not reflect the performance of the LiLAC Group. We cannot assure you that the market price of the LiLAC Ordinary Shares will, in fact, reflect the performance of the group of businesses, assets and liabilities attributed to the LiLAC Group. Holders of LiLAC Ordinary Shares will be ordinary shareholders of our company as a whole and, as such, will be subject to all risks (and many of the corresponding benefits) associated with an investment in our company and all of our businesses, assets and liabilities. As a result, the market price of each class of LiLAC Ordinary Shares may be affected by the performance or financial condition of our company as a whole. An adverse market reaction to events relating to the assets and businesses attributed to the Liberty Global Group, such as earnings announcements or announcements of new products or services, acquisitions or dispositions that the market does not view favorably, may have an adverse effect on the market price of LiLAC Ordinary Shares. Holders of Liberty Global Ordinary Shares may face similar considerations in that the price of the Liberty Global Ordinary Shares may not reflect the performance of the Liberty Global Group alone and may reflect the performance or financial condition of our company as a whole.

The market price of LiLAC Ordinary Shares may be volatile, could fluctuate substantially and could be affected by factors that do not affect traditional ordinary shares. We do not know how the market will react to the Transaction and the issuance of LiLAC Ordinary Shares. In addition, to the extent the market price of LiLAC Ordinary Shares tracks the performance of more focused groups of businesses, assets and liabilities than Liberty Global Ordinary Shares currently do, the market prices of any class of LiLAC Ordinary Shares may be more volatile than the market price of Liberty Global Ordinary Shares has historically been. The market price of LiLAC Ordinary Shares could also be more sensitive to events or developments that are material only for the LiLAC Group but would not be material for our company as a whole. The market price of LiLAC Ordinary Shares may be materially affected by, among other things:

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In addition, until an orderly trading market develops for LiLAC Ordinary Shares following the completion of the Transaction, the trading prices of such shares may fluctuate significantly.

We have not historically paid any cash dividends, and we may not pay dividends equally or at all on the LiLAC Ordinary Shares or the Liberty Global Ordinary Shares. We do not presently intend to pay cash dividends on the LiLAC Ordinary Shares or the Liberty Global Ordinary Shares for the foreseeable future. However, we will have the right to pay dividends, effect securities distributions or make bonus issues on the shares of each group in equal or unequal amounts, and we may pay dividends, effect securities distributions or make bonus issues on the shares of one group and not pay dividends, effect securities distributions or make bonus issues on shares of the other group. In addition, any dividends or distributions on, or repurchases of, shares relating to either group will reduce our “distributable reserves” (defined as our accumulated, realized profits less accumulated, realized losses, as measured for U.K. statutory purposes) legally available to be paid as dividends by our company under English law on any of our ordinary shares, including on the ordinary shares relating to the other group.

The fiduciary requirements on our board of directors may in certain circumstances mean that our board of directors makes decisions that could adversely affect only some holders of our shares or that have a disparate impact on holders of any of our shares. Our equity capital structure could give rise to occasions when the interests of holders of Liberty Global Ordinary Shares might diverge or appear to diverge from the interests of holders of LiLAC Ordinary Shares. The Liberty Global Group and the LiLAC Group are not separate entities and thus holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares will not have the right to elect separate boards of directors. As a result, our company’s directors owe fiduciary duties under English law to our company as a whole as opposed to only particular shareholders or groups of shareholders, provided that the board’s actions are not found to be unfairly prejudicial to a shareholder’s interests. Decisions deemed to promote the success of the company for the benefit of its shareholders as a whole or otherwise deemed to be in the best interest of our company and all of our shareholders could be viewed as not being in the best interest of particular shareholders or groups of shareholders when considered independently. Examples include:

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Our directors’ or officers’ ownership of LiLAC Ordinary Shares and Liberty Global Ordinary Shares may create or appear to create conflicts of interest. If our directors or officers own disproportionate interests (in percentage or value terms) in LiLAC Ordinary Shares or Liberty Global Ordinary Shares, that disparity could create or appear to create conflicts of interest when they are faced with decisions that could have different implications for the holders of LiLAC Ordinary Shares or Liberty Global Ordinary Shares.

Other than pursuant to the management and allocation policies described in this proxy statement/prospectus, we have not adopted and do not currently propose to adopt any specific procedures for consideration of matters involving a divergence of interests among holders of our two groups of ordinary shares, or among holders of different classes of shares relating to a specific group. Rather than develop additional specific procedures in advance, our board of directors intends to exercise its good faith business judgment from time to time, depending on the circumstances, as to how best to:

Our board of directors believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweighs any perceived advantages of adopting additional specific procedures in advance. See “The Transaction Proposals — Management and Allocation Policies.”

Even though our shareholders will initially be asked to approve our management and allocation policies, our board of directors may subsequently change those policies to the detriment of either group without shareholder approval. Our board of directors has approved and, subject to shareholder approval, intends to adopt certain management and allocation policies described in this proxy statement/prospectus to serve as guidelines in making decisions regarding the relationships between the Liberty Global Group and the LiLAC Group with respect to matters such as tax liabilities and benefits, inter-group loans, inter-group interests, attribution of assets, financing alternatives, corporate opportunities, payment of dividends and similar items. These policies also set

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forth the initial attribution of our businesses, assets and liabilities between the two groups. See “The Transaction Proposals — Management and Allocation Policies.” Although the approval of these policies by our shareholders pursuant to the Management Policies Proposal will be a condition to the Transaction, these policies will not be part of our new articles. Our board of directors may change or make exceptions to these policies at any time after the completion of the Transaction, and no shareholder approval will be required for any such subsequent changes or exceptions. A decision to change, or make exceptions to, these policies or adopt additional policies could disadvantage one group disproportionately or exclusively advantage the other group.

Our proposed management and allocation policies give our board of directors significant discretion. In addition to being subject to change, our proposed management and allocation policies give our board of directors significant discretion. This includes discretion with respect to the recognition or adjustment of inter-group interests that the Liberty Global Group may be treated as holding in the LiLAC Group. This discretion will also extend to determining if, how and to what extent such inter-group interests will be taken into account in connection with any dividend or other distribution on the LiLAC Ordinary Shares, redesignation, or conversion, of LiLAC Ordinary Shares or any other transaction affecting the LiLAC Ordinary Shares. In making such determination, our board of directors may consider any factor that it deems appropriate, including without limitation, the tax effects of any event or transaction or the use of tax benefits. All determinations made by our board of directors in this regard will be final and binding on all holders of our ordinary shares. The broad discretion that these policies accord our board of directors also extends to other matters, including how future corporate opportunities that may present themselves in Latin America, Europe or elsewhere will be allocated between the LiLAC Group and the Liberty Global Group.

Our board of directors may, in its sole discretion, elect to redesignate, or convert, all of the LiLAC Ordinary Shares into Liberty Global Ordinary Shares, thereby changing the nature of your investment and possibly diluting your economic interest in our company, which could result in a loss of value to you. Our new articles will permit our board of directors, in its sole discretion, to redesignate, or convert, all of the LiLAC Ordinary Shares into Liberty Global Ordinary Shares. There is no current plan or intention to redesignate, or convert, the LiLAC Ordinary Shares into Liberty Global Shares. Our board of directors may elect to exercise this authority at any time if it determines that such redesignation is in the best interests of the company and all of our shareholders. This could occur, for example, if our board of directors determines that the aggregate equity valuation of our company would be increased by eliminating the separate LiLAC Ordinary Shares, or in connection with a sale or other strategic transaction. In addition, our board may determine to effect such redesignation in connection with the sale of all or substantially all of the assets of the LiLAC Group as described in “The Transaction Proposals — Description of the New LiLAC Ordinary Shares and Liberty Global Ordinary Shares under Our New Articles of Association and Comparison to the Liberty Global Ordinary Shares under Our Current Articles of Association.” A redesignation would preclude the holders of LiLAC Ordinary Shares from retaining their investment in a security that is intended to reflect separately the performance of the LiLAC Group. We cannot predict the impact on the market value of our shares of (1) our board of directors’ ability to effect any such redesignation or (2) the exercise of this redesignation right by our board of directors. In addition, our board of directors may effect such a redesignation at a time when the market value of our shares could cause the holders of the LiLAC Ordinary Shares to be disadvantaged. See “The Transaction Proposals — Description of the New LiLAC Ordinary Shares and Liberty Global Ordinary Shares under Our New Articles of Association and Comparison to the Liberty Global Ordinary Shares under Our Current Articles of Association.”

Under certain circumstances, including in connection with a distribution to holders of LiLAC Ordinary Shares of securities of another corporation, we may reduce the number of LiLAC Ordinary Shares proportionally, thereby reducing the voting power and liquidity of such shares. Our new articles permit us to reduce the number of LiLAC Ordinary Shares in connection with certain transactions, including a distribution to holders of LiLAC Ordinary Shares of securities of another corporation or a distribution to holders of LiLAC Ordinary Shares following a disposition of the LiLAC Group, each as described under “The Transaction Proposals — Description of the New LiLAC Ordinary Shares and Liberty Global Ordinary Shares under Our New Articles of Association and Comparison to the Liberty Global Ordinary Shares under Our Current Articles of Association.” We expect that our board of directors would exercise this authority, in its discretion, in

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connection with a distribution to holders of LiLAC Ordinary Shares that would materially reduce the amount of assets attributed to the LiLAC Group. The purpose of reducing the number of LiLAC Ordinary Shares in this case would be to readjust the per share valuation and the aggregate voting power of the LiLAC Ordinary Shares to reflect the value of the assets attributed to the LiLAC Group following such transaction. Such reduction would further decrease the aggregate voting power of the LiLAC Ordinary Shares as compared to the Liberty Global Ordinary Shares. We cannot predict the impact on the market value of LiLAC Ordinary Shares of the possibility of any such reduction in the number of such shares, including any potential effects resulting from reduced liquidity of the remaining LiLAC Ordinary Shares.

A third party could acquire control of our company pursuant to an offer to acquire some or all of the Liberty Global Ordinary Shares only, leaving holders of LiLAC Ordinary Shares as minority shareholders. An offer to acquire shares in our company may be structured such that the offer is made to acquire only the Liberty Global Ordinary Shares. If such an acquisition of Liberty Global Ordinary Shares is successful, this would result in the holders of the LiLAC Ordinary Shares not sharing in any control premium paid to holders of the Liberty Global Ordinary Shares. In that case, holders of LiLAC Ordinary Shares would continue to be minority shareholders of a company with a third party majority shareholder, with no ability to vote against such a change, participate in such offer or otherwise realize any control premium.

Holders of LiLAC Ordinary Shares may receive less consideration upon a sale of all or substantially all of the assets attributed to the LiLAC Group than if that group were a separate company. We cannot assure you whether the per share consideration to be paid to holders of LiLAC Ordinary Shares in connection with a sale of all or substantially all of the assets of the LiLAC Group will be equal to or more than the per share value of that share prior to or after the announcement of such a sale. In addition, if the LiLAC Group were a separate, independent company and its shares were acquired by another person, certain costs of that sale, including corporate level or withholding or other cross-border taxes, might not be payable in connection with that acquisition. As a result, shareholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of LiLAC Ordinary Shares would receive upon a sale of all or substantially all of the assets attributed to the LiLAC Group. Further, there is no requirement that the consideration paid be tax-free to the holders of the shares relating to that group. Accordingly, if we sell all or substantially all of the assets attributed to the LiLAC Group, the holders of LiLAC Ordinary Shares could suffer a loss in the value of their investment in our company.

Certain protections that our new articles provide to holders of LiLAC Ordinary Shares in connection with a sale of not less than 80% of the fair value of the assets of, or equity interests in, the LiLAC Group may not apply if we do not have sufficient distributable reserves or share premium available following such disposition. Our new articles provide that in connection with a disposition of not less than 80% of the fair value of the assets of, or equity interests in, the LiLAC Group, subject to certain exempt dispositions, our board of directors will be required to distribute cash or other assets with a fair value equal to the available net proceeds of such disposition to holders of LiLAC Ordinary Shares (with or without a concurrent proportional reduction in the number of outstanding LiLAC Ordinary Shares), redesignate, or convert, a portion of LiLAC Ordinary Shares into Liberty Global Ordinary Shares at a 10% premium, or do a combination of the foregoing. However, our company’s ability to take any of such actions at the time may depend (and in the case of a dividend or other distribution, will depend) on the availability of sufficient distributable reserves for the payment of a dividend or other distribution or sufficient share premium required for the creation of additional shares. If sufficient distributable reserves or share premium are not available at the time of the disposition, our board of directors will be permitted to effect the disposition without distributing an amount equal to the net proceeds of such disposition to holders of LiLAC Ordinary Shares or redesignating LiLAC Ordinary Shares into Liberty Global Ordinary Shares, subject to the board’s fiduciary duties. See “The Transaction Proposals — Description of the New LiLAC Ordinary Shares and Liberty Global Ordinary Shares under Our New Articles of Association and Comparison to the Liberty Global Ordinary Shares under Our Current Articles of Association.”

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In the event of a liquidation of Liberty Global, holders of LiLAC Ordinary Shares will not have priority with respect to the assets attributed to the LiLAC Group remaining for distribution to shareholders. Under our new articles, upon Liberty Global’s liquidation, dissolution or winding up, holders of the LiLAC Ordinary Shares will be entitled to receive, in respect of their respective shares, their proportionate interest in all of Liberty Global’s assets, if any, remaining for distribution to holders of ordinary shares in proportion to their respective number of “liquidation units.” Liquidation units will be allocated to each Liberty Global Ordinary Share and each LiLAC Ordinary Share, respectively, in proportion to the relative market value of a Liberty Global Class C Ordinary Share and a LiLAC Class C Ordinary Share, respectively, based on their respective volume-weighted average price over the 20 trading-day period commencing shortly after the commencement of ordinary-course (regular-way) trading of the LiLAC Ordinary Shares. Hence, the assets to be distributed to a holder of LiLAC Ordinary Shares upon a liquidation, dissolution or winding up of Liberty Global will not directly relate to the value of the assets attributed to the LiLAC Group and will not reflect changes in the relative value of the Liberty Global Group and the LiLAC Group over time. Holders of the Liberty Global Ordinary Shares may face similar considerations in the event of a liquidation in that any distribution to them upon a liquidation, dissolution or winding up may not directly relate to the value of the assets attributed to the Liberty Global Group and will not reflect changes to the relative values of the groups over time.

Holders of LiLAC Ordinary Shares will have separate voting rights only on a limited set of matters and could be outvoted by holders of Liberty Global Ordinary Shares on all other matters. Holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares will vote together as a single class, except in certain limited circumstances prescribed by our new articles or as required by English law. Each Class B Ordinary Share of each group will have ten votes, and each Class A Ordinary Share of each group will have one vote. Holders of Class C Ordinary Shares of each group will have no voting rights at general meetings of the company or meetings of all of the shares relating to one group. When holders of Liberty Global Ordinary Shares and LiLAC Ordinary Shares vote together as a single class, holders having a majority of the votes (or 75%, in the case of a vote requiring a special resolution) present and voting will be in a position to control the outcome of the vote even if the matter involves a conflict of interest among our shareholders or has a greater impact on one group than the other. Immediately following the Transaction, holders of Liberty Global Ordinary Shares will collectively direct approximately 95% of the aggregate voting power in our company, and holders of LiLAC Ordinary Shares will collectively direct approximately 5% of the aggregate voting power in our company.

Our proposed new equity capital structure, as well as the fact that the LiLAC Group and the Liberty Global Group are not independent companies, may inhibit or prevent acquisition bids for either group and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders. If the LiLAC Group and the Liberty Global Group were separate independent companies, any person interested in acquiring the LiLAC Group or the Liberty Global Group without negotiating with management could seek control of that group by obtaining control of its outstanding voting shares, by means of a tender offer, or by means of a scheme of arrangement. Although we intend for the LiLAC Ordinary Shares to reflect the separate economic performance of the LiLAC Group, neither the LiLAC Group nor the Liberty Global Group are separate entities, and a person interested in acquiring only one group without negotiating with our management could obtain control of that group only by obtaining control of a majority in voting power of all of the outstanding voting shares of our company. The existence of shares, and different classes of shares, relating to different groups could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have capital structures similar to the structure being proposed.

No tax authority ruling has been obtained by us with respect to the income or corporate tax consequences for you or us of the Transaction. While we believe that no taxable income, gain or loss should be recognized by you or us for U.K. income tax or U.K. corporation tax or U.S. federal income tax purposes as a result of the issuance of the LiLAC Ordinary Shares (except, potentially, with respect to the receipt by you of any cash in lieu of fractional LiLAC Ordinary Shares), (a) we are not aware of any other English company that has issued shares intended to track the performance of a particular business or group of businesses within the overall company, giving rise to a lack of directly applicable precedent in relation to U.K. tax; and (b) there are no Code provisions,

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Treasury Regulations, court decisions, or published rulings of the IRS directly addressing the characterization for U.S. federal income tax purposes of shares with certain features that are similar to the LiLAC Ordinary Shares. In addition, the IRS has announced that it will not issue private letter rulings on the U.S. federal income tax characterization of stock similar to the LiLAC Ordinary Shares. We will receive an opinion from (i) Shearman & Sterling (London) LLP regarding the U.K. income tax and corporation tax consequences of the Transaction and (ii) Shearman & Sterling LLP regarding the U.S. federal income tax consequences of the Transaction; however, opinions of counsel are not binding on a tax authority or a court, and a tax authority may take a contrary position to the conclusions expressed in such opinion and a court may agree with a contrary position of a tax authority in the event of litigation. As a result, the U.K. income tax and corporation tax treatment, and the U.S. federal income tax treatment, of the Transaction is not entirely certain and it is possible that a tax authority could successfully assert that the Transaction could result in material adverse tax consequences to you and/or us, as described in more detail below under “Material Tax Consequences of the Transaction —” and, in particular, “Material Tax Consequences of the Transaction — Material U.S. Federal Income Tax Consequences — No IRS Ruling Will Be Requested,” which description is incorporated by reference into this risk factor.

It is also possible that the IRS could successfully assert that the LiLAC Ordinary Shares are “Section 306 stock” within the meaning of Section 306(c) of the Code. If the LiLAC Ordinary Shares were determined to be Section 306 stock, you could be required to recognize ordinary income on the subsequent sale or exchange of such stock, or dividend income on any redemption of such stock, without regard to your tax basis in such stock, and you generally would not be permitted to recognize any loss on such disposition, as described in more detail below under “Material Tax Consequences of the Transaction — Material U.S. Federal Income Tax Consequences — No IRS Ruling Will Be Requested.”

Transfers of our shares, including LiLAC Ordinary Shares, may be subject to U.K. stamp duty and/or U.K. stamp duty reserve tax. U.K. stamp duty and/or U.K. stamp duty reserve tax are taxes that are imposed on certain transfers of or agreements to transfer chargeable securities (which include shares in companies incorporated under English law) at a rate of 0.5% of the consideration for the transfer. Certain issues or transfers of shares into depositary receipt or clearance systems are charged at a higher rate of 1.5%.

An agreement to transfer an interest in our shares, including LiLAC Ordinary Shares, through a clearance service or depositary receipt system should not give rise to a liability to U.K. stamp duty reserve tax under current U.K. tax law and HMRC practice. We understand that HMRC regards the facilities of the Depository Trust Company as a clearance service for these purposes. In addition, no U.K. stamp duty should, in practice, need be paid in respect of a paperless transfer of an interest in our shares, including LiLAC Ordinary Shares, through the Depository Trust Company. A transfer of title in our shares, including LiLAC Ordinary Shares, or an agreement to transfer such shares from within the Depository Trust Company system out of the Depository Trust Company system, and any subsequent transfers or agreements to transfer outside the Depository Trust Company system, will generally attract a charge to U.K. stamp duty and/or U.K. stamp duty reserve tax at a rate of 0.5% of any consideration. Any such duty must be paid (and the relevant transfer document stamped by HMRC) before the transfer can be registered in the books of Liberty Global. Holders of our shares, including LiLAC Ordinary Shares, should note in particular that a deposit or redeposit of our shares into the Depository Trust Company system, including by means of an initial transfer into a depositary receipt system, will generally attract U.K. stamp duty and/or U.K. stamp duty reserve tax at the higher rate of 1.5%.

Certain arrangements are currently in place with respect to Liberty Global Ordinary Shares held in certificated form, and similar arrangements are expected to be put in place with respect to LiLAC Ordinary Shares. Pursuant to these arrangements, shares held in certificated form cannot be transferred into the Depository Trust Company system until the transferor of the shares has first delivered the Liberty Global shares to a depositary specified by Liberty Global so that any U.K. stamp duty and/or U.K. stamp duty reserve tax that may be due in connection with the delivery to the depositary may be collected. It is expected that any such shares will be evidenced by a receipt issued by the depositary. Before the transfer can be registered in the books of Liberty

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Global, it is expected that the transferor will also be required to put the depositary in funds to settle the resultant liability to U.K. stamp duty and/or U.K. stamp duty reserve tax, which will generally be charged at a rate of 1.5% of the value of the relevant shares.

In the HMRC guidance published on April 27, 2012 in response to the decisions in certain recent cases, HMRC has indicated that it will no longer seek to apply 1.5% U.K. stamp duty or U.K. stamp duty reserve tax when new shares of companies incorporated in the U.K. are first issued to a clearance service (or its nominee) or depositary receipt issuer (or its nominee or agent) anywhere in the world or are transferred to such an entity in the world as an integral part of an issue of share capital. Accordingly, we do not currently expect that U.K. stamp duty and/or U.K. stamp duty reserve tax would be imposed under current U.K. tax law and HMRC practice on a future issuance of shares by Liberty Global. However, it is possible that the U.K. government may change the relevant law in response to the cases referenced above, and that this may have a material effect on the cost of share issuances by Liberty Global and potentially on the cost of dealing in our shares.

If LiLAC Ordinary Shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company, then transactions in our securities may be disrupted. We expect that, upon the consummation of the Transaction, the LiLAC Ordinary Shares will be eligible for deposit and clearing within the Depository Trust Company system. We expect to enter into arrangements with the Depository Trust Company whereby we will agree to indemnify the Depository Trust Company for any U.K. stamp duty and/or U.K. stamp duty reserve tax that may be assessed upon it as a result of its service as a depositary and clearing agency for LiLAC Ordinary Shares. These arrangements would be similar to the arrangements we have with the Depository Trust Company with respect to the Liberty Global Ordinary Shares.

The Depository Trust Company is not obligated to accept LiLAC Ordinary Shares for deposit and clearing within its facilities when initially issued and, even if the Depository Trust Company does initially accept LiLAC Ordinary Shares, it will generally have discretion to cease to act as a depositary and clearing agency for LiLAC Ordinary Shares. If the Depository Trust Company determined prior to the implementation of the Transaction that LiLAC Ordinary Shares are not eligible for clearance within the Depository Trust Company system, then we would not expect to complete the Transaction. However, if the Depository Trust Company determined at any time after the implementation of the Transaction that LiLAC Ordinary Shares were not eligible for continued deposit and clearance within its facilities, then we believe LiLAC Ordinary Shares would not be eligible for continued listing on a U.S. securities exchange and trading in LiLAC Ordinary Shares would be disrupted. While we would pursue alternative arrangements to preserve our listing and maintain trading, any such disruption could have a material adverse effect on the trading price of LiLAC Ordinary Shares and the U.K. stamp duty and/or U.K. stamp duty reserve tax treatment of trading.

Risk Factors Related to Our Company, the Liberty Global Group and the LiLAC Group

Factors Relating to Competition and Technology

We operate in increasingly competitive markets, and there is a risk that we will not be able to effectively compete with other service providers. The markets for cable television, broadband internet, fixed-line telephony and mobile services in many of the regions in which we operate are highly competitive. In the provision of video services, we face competition from DTT broadcasters, video provided over satellite platforms, networks using Digital Subscriber Line or DSL, or in some cases Asymmetrical Digital Subscriber Line or ADSL, technology, FTTx networks and, in some countries where parts of our systems are overbuilt, cable networks, among others. FTTx networks are broadband networks that use optical fiber to provide all or part of the local loop used for last mile telecommunications. Our operating businesses are facing increasing competition from video services provided by, or over the networks of, incumbent telecommunications operators and other service providers. As the availability and speed of broadband internet increases, we also face competition from over-the-top video content providers utilizing our or our competitors’ high-speed internet connections. In the provision of telephony and broadband internet services, we are experiencing increasing competition from the incumbent telecommunications operators and other service providers in each country in which we operate, as well as mobile

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providers of voice and data. The incumbent telecommunications operators typically dominate the market for these services and have the advantage of nationwide networks and greater resources than we have to devote to the provision of these services. Many of the incumbent operators are now offering double-play, triple-play and quadruple-play bundles of services. In many countries, we also compete with other operators using Local Loop Unbundlings, or LLU, to provide these services, other facilities-based operators and wireless providers. Developments in the DSL and other technology used by the incumbent telecommunications operators and alternative providers have improved the attractiveness of our competitors’ products and services and strengthened their competitive position. Developments in wireless technology, such as Long Term Evolution, or LTE (the next generation of ultra high-speed mobile data), are creating additional competitive challenges.

In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems. We intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms. There can be no assurance, however, that we will be successful in these pursuits. As a result, we may face competition from entities not requiring a normal commercial return on their investments. In addition, we may face more vigorous competition than would have been the case if there were no government involvement.

We expect the level and intensity of competition to continue to increase from both existing competitors and new market entrants as a result of changes in the regulatory framework of the industries in which we operate, advances in technology, the influx of new market entrants and strategic alliances and cooperative relationships among industry participants. Increased competition could result in increased customer churn, reductions of customer acquisition rates for some services and significant price competition in most of our markets. In combination with difficult economic environments, these competitive pressures could adversely impact our ability to increase or, in certain cases, maintain the revenue, average monthly subscription revenue per average RGU (ARPU), RGUs, operating cash flows, operating cash flow margins and liquidity of our operating segments.

Changes in technology may limit the competitiveness of and demand for our services. Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies. New technologies, products and services may impact consumer behavior and therefore demand for our products and services. The ability to anticipate changes in technology and consumer tastes and to develop and introduce new and enhanced products on a timely basis will affect our ability to continue to grow, increase our revenue and number of subscribers and remain competitive. New products, once marketed, may not meet consumer expectations or demand, can be subject to delays in development and may fail to operate as intended. A lack of market acceptance of new products and services which we may offer, or the development of significant competitive products or services by others, could have a material adverse impact on our revenue and operating cash flow.

Our property and equipment additions may not generate a positive return. The video, broadband internet and telephony businesses in which we operate are capital intensive. Significant additions to our property and equipment are required to add customers to our networks and to upgrade our broadband communications networks and customer premises equipment to enhance our service offerings and improve the customer experience. These additions require significant capital expenditures for equipment and associated labor costs. Significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, or adverse regulatory developments could cause us to decide to undertake previously unplanned upgrades of our networks and customer premises equipment in the impacted markets. In addition, no assurance can be given that any future upgrades will generate a positive return or that we will have adequate capital available to finance such future upgrades. If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding or upgrading our networks or making our other planned or unplanned additions to our property and equipment, our growth could be limited and our competitive position could be harmed.

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We depend almost exclusively on our relationships with third party programming providers and broadcasters for programming content, and a failure to acquire a wide selection of popular programming on acceptable terms could adversely affect our business. The success of our video subscription business depends, in large part, on our ability to provide a wide selection of popular programming to our subscribers. We generally do not produce our own content and we depend on our agreements, relationships and cooperation with public and private broadcasters and collective rights associations to obtain such content. If we fail to obtain a diverse array of popular programming for our pay television services, including a sufficient selection of high-definition channels as well as non-linear content (such as video on demand and digital video recorder capability), on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay. Additionally, we are frequently negotiating and renegotiating programming agreements and our annual costs for programming can vary. There can be no assurance that we will be able to renegotiate or renew the terms of our programming agreements on acceptable terms or at all. We expect that programming and copyright costs will continue to rise in future periods as a result of, among other factors, higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, and retransmission or copyright fees payable to public broadcasters.

If we are unable to obtain or retain attractively priced competitive content, demand for our existing and future television services could decrease, thereby limiting our ability to attract new customers, maintain existing customers and/or migrate customers from lower tier programming to higher tier programming, thereby inhibiting our ability to execute our business plans. Furthermore, we may be placed at a competitive disadvantage if certain of our competitors, for example British Telecom and British Sky Broadcasting in the U.K., obtain exclusive programming rights, particularly with respect to popular sports and movie programming. In addition, “must carry” requirements may consume channel capacity otherwise available for more attractive programming.

We depend on third party suppliers and licensors to supply necessary equipment, software and certain services required for our businesses. We rely on third party vendors for the equipment, software and services that we require in order to provide services to our customers. Our suppliers often conduct business worldwide and their ability to meet our needs are subject to various risks, including political and economic instability, natural calamities, interruptions in transportation systems, terrorism and labor issues. As a result, we may not be able to obtain the equipment, software and services required for our businesses on a timely basis or on satisfactory terms. Any shortfall in customer premises equipment could lead to delays in connecting customers to our services, and accordingly, could adversely impact our ability to maintain or increase our RGUs, revenue and cash flows. Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers. Although we actively monitor the creditworthiness of our key third party suppliers and licensors, the financial failure of a key third party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows. We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services. Legal challenges could be made against our use of our or our licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.

Our businesses that offer mobile telephony and data services rely on the radio access networks of third party wireless network providers to carry our mobile communications traffic. Our services to mobile customers rely on the use of MVNO arrangements in which we utilize the radio access networks of third party wireless network providers to carry our mobile communications traffic. If any of our MVNO arrangements are terminated, or if the respective third party wireless network provider fails to provide the services required under an MVNO arrangement, or if a third party wireless network provider fails to deploy and maintain its network, and we are unable to find a replacement network operator on a timely and commercial basis or at all, we could be prevented from continuing the mobile services relying on such MVNO arrangement. Additionally, as our MVNO

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arrangements come to term, we may not be able to renegotiate renewal or replacement MVNO arrangements on the same or more favorable terms.

Failure in our technology or telecommunications systems or leakage of sensitive customer data could significantly disrupt our operations, which could reduce our customer base and result in lost revenue. Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems as well as our customer service centers. The hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations. Our systems are vulnerable to damage from a variety of sources, including telecommunications failures, power loss, malicious human acts and natural disasters. Moreover, despite security measures, our servers and systems are potentially vulnerable to physical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions. Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third party vendors, including customer, personnel and vendor data. As a result of the increasing awareness concerning the importance of safeguarding personal information, the potential misuse of such information and legislation that has been adopted or is being considered across all of our markets regarding the protection, privacy and security of personal information, information-related risks are increasing, particularly for businesses like ours that handle a large amount of personal customer data. Failure to comply with these data protection laws may result in, among other consequences, fines.

Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our information technology systems or disruption in the transmission of signals over our networks or similar problems. Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations. Further, sustained or repeated system failures that interrupt our ability to provide service to our customers or otherwise meet our business obligations in a timely manner could adversely affect our reputation and result in a loss of customers and net revenue.

The “Virgin” brand is used by our subsidiary Virgin Media under licenses from Virgin Enterprises Limited and is not under the control of Virgin Media. The activities of the group of companies utilizing the “Virgin” brand and other licensees could have a material adverse effect on the goodwill of customers towards Virgin Media as a licensee and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. The “Virgin” brand is integral to Virgin Media’s corporate identity. Virgin Media is reliant on the general goodwill of consumers towards the Virgin brand. Consequently, adverse publicity in relation to the group of companies utilizing the “Virgin” brand or its principals, particularly Sir Richard Branson, who is closely associated with the brand, or in relation to another licensee of the “Virgin” name and logo (particularly in the U.K., where Virgin Media does business) could have a material adverse effect on Virgin Media’s reputation and on Virgin Media’s and our business and results of operations. In addition, the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. For example, Virgin Enterprises Limited can terminate the licenses, after providing Virgin Media with an opportunity to cure, (i) if Virgin Media or any of its affiliates commits persistent and material breaches or a flagrant and material breach of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by Virgin Media has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand, or (iii) if a third party who is not (or one of whose directors is not) a “fit and proper person,” such as a legally disqualified director or a bankrupt entity, acquires “control” of Liberty Global. Such a termination could have a material adverse effect on Virgin Media’s and our business and results of operations.

Factors Relating to Overseas Operations and Foreign Regulation

Our businesses are conducted almost exclusively outside of the United States, which gives rise to numerous operational risks. Our businesses operate almost exclusively in countries outside the United States and are thereby subject to the following inherent risks:

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Operational risks that we may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.

We are exposed to various foreign currency exchange rate risks. We are exposed to foreign currency exchange rate risks with respect to our consolidated debt in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although we generally seek to match the denomination of our and our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). In these cases, our policy is to provide for an economic hedge against foreign currency exchange rate movements by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At September 30, 2014, substantially all of our debt was either directly or synthetically matched to the applicable functional currencies of the underlying operations.

In addition to the exposure that results from the mismatch of our borrowings and underlying functional currencies, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our or our subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases, programming contracts, notes payable and notes receivable (including intercompany amounts) that are denominated in a currency other than the applicable functional currency. Changes in exchange rates with respect to amounts recorded in our consolidated balance sheets related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates. In this regard, we currently expect that during 2014, (1) less than 1% of our revenue, (2) approximately 4% to 6% of our aggregate operating and SG&A expenses (exclusive of share-based compensation expense) and (3) approximately 10% to 12% of our property and equipment additions will be denominated in non-functional currencies, including amounts denominated in (a) U.S. dollars in Europe and (b) euros in Poland, the Czech Republic, Romania, Switzerland and Hungary. Our expectations with respect to our non-functional currency transactions in 2014 may differ from actual results. Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with third parties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of such payments or receipts and the payments or receipts are not otherwise hedged. In this regard, we have entered into foreign currency forward contracts covering the forward purchase and sale of various foreign currencies to hedge certain of these risks. Certain non-functional currency risks related to our revenue, operating and SG&A expenses and property and equipment additions were not hedged as of September 30, 2014.

We also are exposed to unfavorable and potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S. dollars for inclusion in our consolidated financial statements. Cumulative translation

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adjustments are recorded in accumulated other comprehensive earnings (loss) as a separate component of equity. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of one of our operating subsidiaries will cause us to experience unrealized foreign currency translation losses (gains) with respect to amounts already invested in such foreign currencies. Accordingly, we may experience a negative impact on our comprehensive earnings (loss) and equity with respect to our holdings solely as a result of foreign currency translation. Our primary exposure to foreign currency risk from a foreign currency translation perspective is to the euro and British pound sterling and, to a lesser extent, the Swiss franc and other local currencies in Europe. We generally do not hedge against the risk that we may incur non-cash losses upon the translation of the financial statements of our subsidiaries and affiliates into U.S. dollars.

Our businesses are subject to risks of adverse regulation. Our businesses are subject to the unique regulatory regimes of the countries in which they operate. Cable and telecommunications businesses are subject to licensing or registration eligibility rules and regulations, which vary by country. The provision of electronic communications networks and services requires our licensing from or registration with, the appropriate regulatory authorities and, for telephony services, entrance into interconnection arrangements with other phone companies, including the incumbent phone company. It is possible that countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by these businesses. In a number of countries, our ability to increase the prices we charge for our cable television service or to make changes to the programming packages we offer is limited by regulation or conditions imposed by competition authorities or is subject to review by regulatory authorities or is subject to termination rights of customers. In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of our markets new entry is possible without a license, although there may be registration eligibility rules and regulations, resulting in greater competition in territories where our businesses may already be active. More significantly, regulatory authorities may require us to grant third parties access to our bandwidth, frequency capacity, facilities or services to distribute their own services or resell our services to end customers. Consequently, our businesses must adapt their ownership and organizational structure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations could result in penalties, restrictions on our business or loss of required licenses or other adverse conditions.

Adverse changes in rules and regulations could:

Businesses, including ours, that offer multiple services, such as video distribution as well as internet and telephony, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities in several countries in which we operate. This is particularly the case with respect to any proposed business combinations, which will often require clearance from national competition authorities. The regulatory authorities in several countries in which we do business have considered from time to time what access rights, if any, should be afforded to third parties for use of existing cable television networks and have imposed access obligations in certain countries. This has resulted, for example, in obligations with respect to call termination for our telephony business in Europe, video “must carry” obligations in many markets in which we operate and video and broadband internet access obligations in Belgium.

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When we acquire additional communications companies, these acquisitions may require the approval of governmental authorities (either at country or, in the case of the EU, European level), which can block, impose conditions on, or delay an acquisition, thus hampering our opportunities for growth. In the event conditions are imposed and we fail to meet them in a timely manner, the governmental authority may impose fines and, if in connection with a merger transaction, may require restorative measures, such as mandatory disposition of assets or divestiture of operations.

New legislation may significantly alter the regulatory regime applicable to us, which could adversely affect our competitive position and profitability, and we may become subject to more extensive regulation if we are deemed to possess significant market power in any of the markets in which we operate. Significant changes to the existing regulatory regime applicable to the provision of cable television, telephony and internet services have been and are still being introduced. For example, in the EU, a large element of regulation affecting our business derives from a number of Directives that are the basis of the regulatory regime concerning many of the services we offer across the EU. The various Directives require Member States to harmonize their laws on communications and cover issues such as access, user rights, privacy and competition. These Directives are reviewed by the EU from time to time and any changes to them could lead to substantial changes in the way in which our businesses are regulated and to which we would have to adapt. In addition, we are subject to review by competition or national regulatory authorities in certain countries concerning whether we exhibit significant market power. A finding of significant market power can result in our company becoming subject to pricing, open access, unbundling and other requirements that could provide a more favorable operating environment for existing and potential competitors.

We cannot be certain that we will be successful in acquiring new businesses or integrating acquired businesses with our existing operations, or that we will achieve the expected returns on our acquisitions. Historically, our businesses have grown, in part, through selective acquisitions that enabled them to take advantage of existing networks, local service offerings and region-specific management expertise. We expect to seek to continue growing our businesses through acquisitions in selected markets, such as when we acquired Virgin Media in a stock and cash merger which was completed in June 2013 (the Virgin Media Acquisition), and when we acquired Ziggo in a cash and stock exchange offer in November 2014 (the Ziggo Acquisition). Our ability to acquire new businesses may be limited by many factors, including availability of financing, debt covenants, prevalence of complex ownership structures among potential targets, government regulation and competition from other potential acquirers, including private equity funds. Even if we are successful in acquiring new businesses, the integration of these businesses, such as Virgin Media and Ziggo, may present significant costs and challenges associated with: realizing economies of scale in interconnection, programming and network operations; eliminating duplicative overheads; integrating personnel, networks, financial systems and operational systems; greater than anticipated expenditures required for compliance with regulatory standards or for investments to improve operating results and failure to achieve the business plan with respect to any such acquisition. We cannot assure you that we will be successful in acquiring new businesses or realizing the anticipated benefits of any completed acquisition, including, for example, the Virgin Media Acquisition and the Ziggo Acquisition.

In addition, we anticipate that most, if not all, companies acquired by us will be located outside the United States. Foreign companies may not have disclosure controls and procedures or internal controls over financial reporting that are as thorough or effective as those required by U.S. securities laws. While we intend to conduct appropriate due diligence and to implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the effectiveness of these companies’ disclosure controls and procedures or internal controls over financial reporting until we have fully integrated them.

The expected benefits of the Virgin Media Acquisition may not be realized. There can be no assurance that all of the anticipated benefits of our redomiciliation in the U.K. as a result of the Virgin Media Acquisition will be achievable, particularly as the achievement of the benefits are, in many important respects, subject to factors

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that we do not control, including the reactions of third parties with whom we enter into contracts and do business and the reactions of investors, analysts and U.K. and U.S. taxing authorities.

The expected benefits of the redomiciliation are also subject to a variety of other factors, many of which are beyond our ability to control, such as changes in the rate of economic growth in the U.K., the U.S. and everywhere else that we do business, the financial performance of our business in various jurisdictions, currency exchange rate fluctuations, and significant changes in trade, monetary or fiscal policies of the U.K., the U.S. and other jurisdictions in which we do business, including changes in interest rates. The impact of these factors, individually and in the aggregate, is difficult to predict, in part because the occurrence of the events or circumstances described in such factors may be interrelated, and the impact to us of the occurrence of any one of these events or circumstances could be compounded or, alternatively, reduced, offset, or more than offset, by the occurrence of one or more of the other events or circumstances described in such factors.

We may be treated as a U.S. corporation for U.S. federal income tax purposes. Although we are a U.K. public limited company, under Section 7874 of the Code, we would be treated as a U.S. corporation for U.S. federal income tax purposes if, in connection with the Virgin Media Acquisition, our “expanded affiliated group” was not treated as having “substantial business activities” in the U.K. For this purpose, “expanded affiliated group” generally includes our greater-than-50% subsidiaries, and “substantial business activities” generally means at least 25% of employees (by number and compensation), assets and gross income of our expanded affiliated group are based, located and derived, respectively, in the U.K.

This 25% test generally is measured as of, or on the month-end prior to, the date of the Virgin Media Acquisition. We believe that we have satisfied this 25% test because substantially all of the operations of Virgin Media occur in the U.K. (and some of our other operations occur in the U.K.). We caution, however, that there could be adverse factual developments or unknown circumstances that could make the satisfaction of this 25% test more challenging than we anticipate or adverse changes to Section 7874 of the Code or the Treasury Regulations promulgated thereunder.

If, notwithstanding our belief, it were determined that we should be taxed as a U.S. corporation for U.S. federal income tax purposes, as a U.K. resident company incorporated under English law, we could be liable for both U.K. and U.S. federal income tax, which could have a material adverse effect on our financial condition and results of operations.

We may have exposure to additional tax liabilities. We are subject to income taxes as well as non-income based taxes in the U.K., the U.S. and many other jurisdictions around the world. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities in many of the jurisdictions in which we operate. Although we believe that our tax estimates are reasonable, any material differences as a result of final determinations of tax audits or tax disputes could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

Since a majority of our subsidiaries are owned through U.S. corporations, our worldwide effective tax rate is subject to provisions in U.S. tax law that defer the imposition of U.S. tax on certain foreign active income until that income is repatriated to the United States. Any repatriation, through our U.S. ownership structure, of assets currently held by subsidiaries in foreign jurisdictions or recognition of income that fails to meet the U.S. tax requirements related to deferral of U.S. income tax, may result in a higher effective tax rate for our company. While the company may mitigate this increase in its effective tax rate through claiming a foreign tax credit against its U.S. federal income taxes or potentially have foreign or U.S. taxes reduced under applicable income tax treaties, we are subject to various limitations.

We are subject to changing tax laws, treaties and regulations in and between countries in which we operate, including treaties between the U.K., the U.S. and the many other jurisdictions in which we have a presence. Also,

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various income tax proposals in the jurisdictions in which we operate could result in changes to the existing laws on which our deferred taxes are calculated. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher income or non-income tax expense. Any such material changes could cause a material change in our effective tax rate.

Factors Relating to Certain Financial Matters

Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects. We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a consolidated debt balance that is between four and five times our consolidated operating cash flow. As a result, we are highly leveraged. At September 30, 2014, our outstanding consolidated debt and capital lease obligations aggregated $41.1 billion, including $1,669.0 million that is classified as current in our consolidated balance sheet and $37.5 billion that is not due until 2019 or thereafter. We believe that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. As our debt maturities grow in later years, however, we anticipate that we will seek to refinance or otherwise extend our debt maturities. In this regard, we completed refinancing transactions in 2013 and 2014 that, among other things, resulted in the extension of certain of our subsidiaries’ debt maturities. No assurance can be given that we will be able to complete additional refinancing transactions or otherwise extend our debt maturities. In this regard, it is difficult to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments will impact the credit and equity markets we access and our future financial position.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of certain of our subsidiaries is dependent primarily on our ability to maintain or increase the operating cash flow of our subsidiaries and to achieve adequate returns on our property and equipment additions and acquisitions. For example, if the operating cash flow of our subsidiary, UPC Broadband Holding, were to decline, we could be required to partially repay or limit our borrowings under the UPC Broadband Holding Bank Facility in order to maintain compliance with applicable covenants. Accordingly, if our cash provided by operations declines or we encounter other material liquidity requirements, we may be required to seek additional debt or equity financing in order to meet our debt obligations and other liquidity requirements as they come due. In addition, our current debt levels may limit our ability to incur additional debt financing to fund working capital needs, acquisitions, property and equipment additions, or other general corporate requirements. We can give no assurance that any additional debt or equity financing will be available on terms that are as favorable as the terms of our existing debt or at all. During 2013, we purchased $1,151.9 million (including direct acquisition costs) of Liberty Global Class A and Class C Ordinary Shares and LGI Series A and Series C common stock. During the first three quarters of 2014, we purchased $949.9 million (including direct acquisitions costs) of Liberty Global Class A and Class C Ordinary Shares. Any cash used by our company in connection with any future purchases of our ordinary shares would not be available for other purposes, including the repayment of debt.

Certain of our subsidiaries are subject to various debt instruments that contain restrictions on how we finance our operations and operate our businesses, which could impede our ability to engage in beneficial transactions. Certain of our subsidiaries are subject to significant financial and operating restrictions contained in outstanding credit agreements, indentures and similar instruments of indebtedness. These restrictions will affect, and in some cases significantly limit or prohibit, among other things, the ability of those subsidiaries to:

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As a result of restrictions contained in these credit facilities, the companies party thereto, and their subsidiaries, could be unable to obtain additional capital in the future to:

In addition, most of the credit agreements to which these subsidiaries are parties include financial covenants that require them to maintain certain financial ratios, including ratios of total debt to operating cash flow and operating cash flow to interest expense. Their ability to meet these financial covenants may be affected by adverse economic, competitive, or regulatory developments and other events beyond their control, and we cannot assure you that these financial covenants will be met. In the event of a default under such subsidiaries’ credit agreements or indentures, the lenders may accelerate the maturity of the indebtedness under those agreements or indentures, which could result in a default under other outstanding credit facilities or indentures. We cannot assure you that any of these subsidiaries will have sufficient assets to pay indebtedness outstanding under their credit agreements and indentures. Any refinancing of this indebtedness is likely to contain similar restrictive covenants.

We are exposed to interest rate risks. Shifts in such rates may adversely affect the debt service obligation of our subsidiaries. We are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to EURIBOR, LIBOR or other base rates. Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost or at all. If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.

We are subject to increasing operating costs and inflation risks which may adversely affect our earnings. While our operations attempt to increase our subscription rates to offset increases in programming and operating costs, there is no assurance that they will be able to do so. In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls. Also, our ability to increase subscription rates may be constrained by competitive pressures. Therefore, operating costs may rise faster than associated revenue, resulting in a material negative impact on our cash flow and net earnings (loss). We are also impacted by inflationary increases in salaries, wages, benefits and other administrative costs in certain of our markets.

Continuing uncertainties and challenging conditions in the global economy and in the countries in which we operate may adversely impact our business, financial condition and results of operations. The current macroeconomic environment is highly volatile, and continuing instability in global markets, including the ongoing struggles in Europe related to sovereign debt issues and the stability of the euro, has contributed to a challenging global economic environment. Future developments are dependent upon a number of political and economic factors, including the effectiveness of measures by the European Commission to address debt burdens

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of certain countries in Europe and the overall stability of the eurozone. As a result, we cannot predict how long challenging conditions will exist or the extent to which the markets in which we operate may deteriorate. Additional risks arising from the ongoing economic challenges in Europe are described below under “— We are exposed to sovereign debt and currency instability risks in Europe that could have an adverse impact on our liquidity, financial condition and cash flows.”

Unfavorable economic conditions may impact a significant number of our subscribers and, as a result, it may be (1) more difficult for us to attract new subscribers, (2) more likely that subscribers will downgrade or disconnect their services and (3) more difficult for us to maintain ARPUs at existing levels. Countries may also seek new or increased revenue sources due to fiscal deficits. Such actions may further adversely affect our company. Accordingly, our ability to increase, or, in certain cases, maintain, the revenue, ARPUs, RGUs, operating cash flow, operating cash flow margins and liquidity of our operating segments could be adversely affected if the macroeconomic environment remains uncertain or declines further. We are currently unable to predict the extent of any of these potential adverse effects.

We are exposed to sovereign debt and currency instability risks in Europe that could have an adverse impact on our liquidity, financial condition and cash flows. Our operations are subject to macroeconomic and political risks that are outside of our control. For example, high levels of sovereign debt in the U.S. and certain European countries (including Ireland and Hungary), combined with weak growth and high unemployment, could lead to fiscal reforms (including austerity measures), sovereign debt restructurings, currency instability, increased counterparty credit risk, high levels of volatility and, potentially, disruptions in the credit and equity markets, as well as other outcomes that might adversely impact our company. With regard to currency instability issues, concerns exist in the eurozone with respect to individual macro-fundamentals on a country-by-country basis, as well as with respect to the overall stability of the European monetary union and the suitability of a single currency to appropriately deal with specific fiscal management and sovereign debt issues in individual eurozone countries. The realization of these concerns could lead to the exit of one or more countries from the European monetary union and the re-introduction of individual currencies in these countries, or, in more extreme circumstances, the possible dissolution of the European monetary union entirely, which could result in the redenomination of a portion or, in the extreme case, all of our euro-denominated assets, liabilities and cash flows to the new currency of the country in which they originated. This could result in a mismatch in the currencies of our assets, liabilities and cash flows. Any such mismatch, together with the capital market disruption that would likely accompany any such redenomination event, could have a material adverse impact on our liquidity and financial condition. Furthermore, any redenomination event would likely be accompanied by significant economic dislocation, particularly within the eurozone countries, which in turn could have an adverse impact on demand for our products, and accordingly, on our revenue and cash flows. Moreover, any changes from euro to non-euro currencies within the countries in which we operate would require us to modify our billing and other financial systems. No assurance can be given that any required modifications could be made within a timeframe that would allow us to timely bill our customers or prepare and file required financial reports. In light of the significant exposure that we have to the euro through our euro-denominated borrowings, derivative instruments, cash balances and cash flows, a redenomination event could have a material adverse impact on our company.

We may not freely access the cash of our operating companies. Our operations are conducted through our subsidiaries. Our current sources of corporate liquidity include (1) our cash and cash equivalents and (2) interest and dividend income received on our cash and cash equivalents and investments. From time to time, we also receive (1) proceeds in the form of distributions or loan repayments from our subsidiaries or affiliates, (2) proceeds upon the disposition of investments and other assets and (3) proceeds in connection with the incurrence of debt or the issuance of equity securities. The ability of our operating subsidiaries to pay dividends or to make other payments or advances to us depends on their individual operating results and any statutory, regulatory or contractual restrictions to which they may be or may become subject and in some cases our receipt of such payments or advances may be limited due to tax considerations or the presence of noncontrolling interests. Most of our operating subsidiaries are subject to credit agreements or indentures that restrict sales of assets and prohibit or limit the payment of dividends or the making of distributions, loans or advances to

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shareholders and partners, including us. In addition, because these subsidiaries are separate and distinct legal entities they have no obligation to provide us funds for payment obligations, whether by dividends, distributions, loans or other payments.

We are exposed to the risk of default by the counterparties to our derivative and other financial instruments, undrawn debt facilities and cash investments. Although we seek to manage the credit risks associated with our derivative and other financial instruments, cash investments and undrawn debt facilities, we are exposed to the risk that our counterparties could default on their obligations to us. Also, even though we regularly review our credit exposures, defaults may arise from events or circumstances that are difficult to detect or foresee. At September 30, 2014, our exposure to counterparty credit risk included (1) derivative assets with an aggregate fair value of $780.9 million, (2) cash and cash equivalent and restricted cash balances of $972.1 million and (3) aggregate undrawn debt facilities of $3,630.0 million. While we currently have no specific concerns about the creditworthiness of any counterparty for which we have material credit risk exposures, the current economic conditions and uncertainties in global financial markets have increased the credit risk of our counterparties and we cannot rule out the possibility that one or more of our counterparties could fail or otherwise be unable to meet its obligations to us. Any such instance could have an adverse effect on our cash flows, results of operations and financial condition. In this regard, (1) additional financial institution failures could reduce amounts available under committed credit facilities, adversely impact our ability to access cash deposited with any failed financial institution and cause a default under one or more derivative contracts, and (2) further deterioration in the credit markets could adversely impact our ability to access debt financing on favorable terms, or at all.

Under our derivative contracts, it is generally only the non-defaulting party that has a contractual option to exercise early termination rights upon the default of the other counterparty and to set off other liabilities against sums due upon such termination. In an insolvency of a derivative counterparty under the laws of certain jurisdictions, however, the defaulting counterparty or its insolvency representatives may be able to compel the termination of one or more derivative contracts and trigger early termination payment liabilities payable by us, reflecting any mark-to-market value of the contracts for the counterparty. Alternatively, or in addition, the insolvency laws of certain jurisdictions may require the mandatory set-off of amounts due under such derivative contracts against present and future liabilities owed to us under other contracts between us and the relevant counterparty. Accordingly, it is possible that we may be subject to obligations to make payments, or may have present or future liabilities owed to us partially or fully discharged by set-off as a result of such obligations, in the event of the insolvency of a derivative counterparty, even though it is the counterparty that is in default and not us. To the extent that we are required to make such payments, our ability to do so will depend on our liquidity and capital resources at the time. In an insolvency of a defaulting counterparty, we will be an unsecured creditor in respect of any amount owed to us by the defaulting counterparty, except to the extent of the value of any collateral we have obtained from that counterparty.

The risks we would face in the event of a default by a counterparty to one of our derivative instruments might be eliminated or substantially mitigated if we were able to novate the relevant derivative contracts to a new counterparty following the default of our counterparty. While we anticipate that, in the event of the insolvency of one of our derivative counterparties, we would seek to effect such novations, no assurance can be given that we would obtain the necessary consents to do so or that we would be able to do so on terms or pricing that would be acceptable to us or that any such novation would not result in substantial costs to us. Furthermore, the underlying risks that are the subject of the relevant derivative contracts would no longer be effectively hedged due to the insolvency of our counterparty, unless and until we novate or replace the derivative contract.

We may not report net earnings. We reported losses from continuing operations of $478.3 million for the nine months ended September 30, 2014 and $882.0 million, $583.9 million and $801.5 million during 2013, 2012 and 2011, respectively. In light of our historical financial performance, we cannot assure you that we will report net earnings in the near future or ever.

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Additional Factors Specifically Relating to the Operations to be Attributed to the LiLAC Group

We operate in competitive markets, and competitive pressures could have a material adverse effect on our business. The video, broadband internet and fixed-line and mobile telephony service markets in Latin America are highly competitive and rapidly evolving. We face competition from incumbent and non-incumbent telecommunications companies, mobile operators (including MVNOs) and fixed-line telecommunications operators, some of which have substantial resources. The nature and level of the competition we face vary by market and for each of the products and services we offer. Some of the companies we compete against have greater scale, easier access to financing, more comprehensive suites of product offerings, greater personnel resources, greater brand name recognition and experience and/or longer-established relationships with consumers.

As to our video offerings, we compete primarily with Direct-to-Home Satellite Broadcasting, or DTH, service providers and incumbent fixed-line telephony operators that offer video services (using internet protocol technology) as part of double and triple-play packages. Our competitors aggressively target video customers, including our subscribers and other potential customers that reside in our network footprint, with low price video packages. In Puerto Rico, our primary competitors offer low introductory offers, free high definition (HD) channels and in some top tier packages, a free multi-room digital video recorder (DVR) service. In Chile, two competitors have launched internet protocol television, or IPTV, services over FTTx networks. The incumbent fixed-line telephony providers with which we compete offer digital video services over their networks using DSL, or in some cases, ADSL, technology. These providers present formidable competition as they typically have long-standing relationships with potential video subscribers as their fixed-line telephony provider.

As to our broadband internet and telephony offerings, we face significant competition from the incumbent fixed-line telephony providers and from mobile broadband providers. Our most significant competitors in Chile, ENTEL, Movistar and Claro, have launched their LTE networks for high-speed mobile data. In Puerto Rico, we face competition primarily from Claro, as well as independent retailers that sell internet services provided by the incumbent telephone operator. The incumbent fixed-line telephony providers with whom we compete have significantly more experience in offering telephony services, devote significant resources to the upgrade and expansion of their networks and have long-standing relationships with customers as their fixed-line telephony provider. Additionally, consumers in Puerto Rico are increasingly switching to mobile services offered by our competitors, which we do not offer in that market.

We expect competition to continue to increase as a result of regulatory changes, including those affecting price competition, advances in technology, the influx of new market entrants and strategic alliances and cooperative relationships among industry participants. For additional information on competition, see “Annex E: Description of Our Latin American Operations — Competition.”

Our growth and profitability depend on the prosperity and stability of economies in Latin America, which may be adversely affected by numerous economic developments. All of our businesses, operations and assets that are attributed to the LiLAC Group are currently located in Chile and Puerto Rico. For this reason, the results of operations attributable to the LiLAC Group are sensitive to, and dependent upon, the level of economic activity in Chile, Puerto Rico and other Latin American markets that we may enter in the future. Historically, growth in the broadband and telecommunications industry in emerging markets has been tied to the state of local and regional economies, particularly levels of consumer confidence, discretionary spending and demand.

In Chile, the economy is closely tied to the strength of the metals and mining industry, especially copper. A downturn in that industry may negatively impact the Chilean economy. Although Chile has one of the stronger economies in Latin America, lingering negative effects of the most recent global recession may continue to adversely affect its economy, and unfavorable general economic conditions and declining consumer confidence and discretionary income could negatively affect the affordability of and demand for some of our products and services in that country.

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In Puerto Rico, the economy is experiencing a long running recession that began in 2006. Puerto Rico is a U.S. territory that has historically been dependent on U.S. aid, and has relied on offering federal and local tax incentives to attract business. However, federal tax incentives have been significantly reduced in recent years, although local tax incentives have increased. Puerto Rico also has high levels of government debt with uncertain credit quality and decreasing tax revenue due, in part, to the significant migration of younger members of the population of Puerto Rico to the U.S. mainland. Significant further job losses, an inability to raise debt at acceptable yields in the municipal bond markets, delays in raising more tax revenue or implementing other budget solutions and a further reduction in federal funds and tax incentives could negatively impact the Puerto Rican economy and our subscribers, as well as our earnings and operations in Puerto Rico.

In response to difficult economic conditions and a reduction in consumer confidence and income, Latin American consumers may seek to reduce discretionary spending by forgoing purchases of our products and services, electing to use fewer premium services or obtaining products and services under lower-cost programs offered by our competitors. Furthermore, adverse economic conditions may lead to an increased number of our customers that are unable to pay for services, leading to a possible increase in our bad debt account. If any of these events were to occur, it could have a negative effect on the business, financial condition and results of operations attributed to the LiLAC Group.

Currency devaluations and foreign exchange fluctuations may adversely affect our financial position. The foreign exchange rates of many local currencies in Latin America, including the Chilean peso, have been subject to volatility in the past, and could be subject to significant fluctuations in the future given the prevalence of free float exchange regimes. The main drivers of exchange rate volatility in the past have been significant fluctuations of commodity prices as well as general uncertainty and trade imbalances with regional and foreign trading partners. In recent years, the primary driver of exchange rate volatility in stronger Latin American economies, including Chile, has been the substantial appreciation of their currencies relative to the U.S. dollar. The value of the Chilean peso against the U.S. dollar may fluctuate significantly in the future, which may negatively impact the strength of the Chilean economy and therefore adversely affect the demand for our products and services in Chile.

Substantially all of the indebtedness incurred by our Chilean subsidiary, VTR GlobalCom, is denominated in U.S. dollars, while its revenue and most of its operating and SG&A expenses are denominated in Chilean pesos. When the Chilean peso’s value declines against the dollar, we require more Chilean pesos to repay the same amount of dollar-denominated debt. As of September 30, 2014, 100% of VTR Finance B.V.’s interest-bearing debt was denominated in U.S. dollars and was hedged against exchange rate variations between the Chilean peso and the U.S. dollar through financial instruments such as cross-currency swaps. Although we have adopted a hedging policy to protect us against foreign exchange fluctuations, we cannot assure you that our hedging policy will be sufficient to protect us from future losses related to exchange rate variations or that our hedging counterparties will not default on their contractual obligations to us.

Inflationary pressures in the Chilean economy and government measures to curb inflation may reduce demand for our services, thereby adversely affecting our financial position. Although inflation in Chile has been relatively modest in recent years, it remains higher than that experienced in the United States. Measures taken by the Chilean Central Bank to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and limiting economic growth. Such measures to combat inflation and public speculation about possible future governmental actions may contribute materially to economic uncertainty in Chile and to heightened volatility in its capital markets, which could adversely affect the disposable income of our Chilean subscribers and potential subscribers, resulting in reduced demand for our products and services in that country. An increase in inflation would also likely increase our operating costs in Chile, given that some of our supply contracts in that country are denominated in Chilean pesos.

We are subject to regulations that can limit our ability to increase our revenue, which could adversely affect our earnings. Our operations in Chile are subject to rate regulations. Interconnect charges, access charges,

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charges for network unbundling services and charges for some ancillary telephony services are often determined by the regulatory authorities in Chile, which establish the maximum rates that may be charged by each operator for each type of service. This rate regulation is applicable to all fixed-line and mobile telephony companies in Chile.

In September 2014, VTR received a tariff proposal from the Chilean Undersecretary of Telecommunications (SubTel) that would have retroactive effect to June 2012. The tariff proposal represents a significant reduction in the fixed-line interconnection rates currently charged by VTR. VTR is in the process of formulating its objections and comments to the tariff proposal and is unable at this time to reasonably predict the outcome of the tariff setting process. Final resolution of the tariff setting process in Chile is expected to occur during 2015. If the September 2014 tariff proposal was ultimately upheld, including retroactive application to June 2012, VTR would be required to issue credit notes of approximately CLP 6.7 billion ($11.2 million at September 30, 2014) for revenue previously recognized through September 30, 2014.

Our cable operations in Chile are subject to the Chilean Consumer’s Rights Protection Law (the CRPL). Certain provisions of the CRPL have been interpreted by Chile’s National Consumer Service (Servicio Nacional del Consumidor or Sernac) as requiring prior approval by our Chilean subscribers of any increase, over the inflation rate, in the subscription rates charged to them. Although we disagree with this interpretation, we have agreed with Sernac to adjust our Chilean subscription rates for inflation semi-annually. We may also seek rate adjustments in excess of inflation once each year, subject to our receipt of prior approval from any subscriber whose subscription fee is to be increased. If a subscriber does not accept a rate increase, they may terminate their subscription contract. Due to the rate regulation to which we are subject in Chile, we may be unable to pass through cost increases, which could have a material adverse effect on our earnings and financial condition.

Our operations in Puerto Rico are subject to the Puerto Rico Telecommunications Act of 1996 (Law 213), which requires that rates for telecommunication services be cost-based and prohibits cross-subsidies. Although Law 213 does not require us to obtain any prior approval for rate increases, any such increase must comply with Law 213’s requirements.

Current and proposed “must carry” and retransmission consent rules may limit our ability to provide our subscribers with programming content that is profitable for our business. The Television Act in Chile has recently been amended to provide, among other changes, that once a broadcast operator achieves digital coverage of 85% of the population within a concession area, the broadcast operator may require a prior agreement for the retransmission of its digital signals by pay television operators. This law also contains a requirement for pay television operators to distribute, on a “must carry” basis, up to four local broadcast television channels in each operating area. Currently, SubTel is studying ancillary regulations to the Chilean Telecommunications Law to implement its retransmission consent and must carry obligations. The payment of retransmission fees may increase our operating costs in Chile, while compliance with “must carry” obligations may use valuable network capacity that we would otherwise devote to alternative programs or services that may be more attractive to our subscribers and more profitable for our business.

Our operations in Puerto Rico are subject to the Cable Television Consumer Protection and Competition Act of 1992, which imposes “must carry” or “retransmission consent” regulations on pay television providers. These regulations require cable and DTH providers to carry local broadcast stations without payment of retransmission fees regardless of the demand for their programming. Broadcast stations have the ability to opt-out of this “must carry” regulation in favor of negotiating a retransmission consent arrangement directly with cable and DTH providers. This has resulted in our having to negotiate several retransmission consent arrangements and pay fees in order to retransmit the more desirable local broadcast content on our Puerto Rico systems, while being obligated to carry less desirable broadcast content under the “must carry” rules. Broadcast stations with desirable programming are becoming increasingly aggressive in their demands for retransmission consent, which has resulted in higher operating costs or our not carrying one or more popular local broadcast channels, which may adversely affect our competitiveness.

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A failure in our telecommunications systems in Chile could subject our operations in that country to significant financial penalties. Under the Chilean telecommunications law, Ley General de Telecomunicaciones (Chilean Telecommunications Law), we are subject to financial penalties in the event of certain technological failures to our network systems. Article 27 of the Chilean Telecommunications Law requires us to reimburse subscribers three times the amount of their per diem subscription fees during the period of a network outage lasting 48 hours or more. In the event of a network outage lasting less than 48 hours, the Chilean Telecommunications Law requires that we reimburse subscribers the amount of their per diem subscription fees if the outage event exceeds six consecutive hours or if multiple outage events exceed 12 non-consecutive hours in any given month. We have experienced prolonged network outages in the past due to earthquakes and other natural disasters.

Our operations in Latin America may be negatively impacted by extreme weather conditions and other natural disasters. Our operations in Chile have experienced natural disasters, including earthquakes, tsunamis and floods, while our operations in Puerto Rico frequently experience tropical storms and hurricanes. Extreme weather conditions and natural disasters can result in network outages and damage to our equipment and facilities.

Chile lies on the Nazca tectonic plate, one of the world’s most seismically active regions. Chile has been adversely affected by powerful earthquakes in the past, including a 9.5 magnitude earthquake in 1960, which was the largest earthquake ever recorded, an 8.0 magnitude earthquake that struck Santiago in 1985 and more recently, an 8.8 magnitude earthquake that struck south-central Chile in 2010, followed by a tsunami that significantly damaged cities and port facilities. According to the United Nations Office for Disaster Risk Reduction, the economic losses from the 2010 earthquake were estimated at $30 billion, or 18% of Chile’s gross domestic product. The 2010 earthquake and tsunami’s primary impact on our Chilean operations was damage to our equipment and network infrastructure in the affected regions. In addition to the cost of repairing this damage, the earthquake and tsunami resulted in lost sales and profits and required us to increase our advertising and promotional offers in order to prevent increased subscriber losses. We also voluntarily provided certain discounts and benefits to our subscribers who lost service, which exceeded reimbursements required by law in 2010. Under current Chilean law, any event, whether natural or otherwise, that results in disruption of service to our subscribers requires us to reimburse subscribers three times the amount of their per diem subscription fees during the period of a network outage lasting 48 hours or more, and if lasting less than 48 hours, we are required to reimburse the amount of their per diem subscription fees if the outage event exceeds 6 consecutive hours or if multiple outage events exceed 12 non-consecutive hours in any given month.

Puerto Rico experiences the Atlantic hurricane season, with a quarter of its annual rainfall contributed from tropical cyclones. A cyclone of tropical storm strength passes near Puerto Rico on average every five years and a hurricane passes in the vicinity of the island on average every seven years. These storms have the ability to disrupt our operations and adversely affect our ability to provide services to our customers.

We are subject to piracy risk in Chile, as our analog systems in that country are not encrypted and satellite television receivers, which can illegally decode the digital content of DTH providers, may be purchased legally in Chile. Although we continue to roll out digital video services to our video subscribers, as of September 30, 2014, approximately 12% of our video subscribers in Chile either live in areas that have not yet been upgraded to digital cable service or have chosen to retain their analog subscription despite the availability of digital subscription. Analog systems are more susceptible to piracy because they lack encryption technology. Persons may view our analog content without paying subscription fees by illegally accessing those portions of our network that transmit analog signals. While we combat this form of piracy through audits of decoder installations and verifying payment streams with services provided, we lose revenue for each potential customer relationship in which our unencrypted analog cables are compromised. We also incur costs related to the investigation and remediation of instances of piracy and for the measures we undertake to combat and prevent it.

Satellite television receiver digital decoders may be purchased from third parties that are capable of decoding the encrypted content of DTH providers, with whom we compete for customers, without paying for such content. Although neither on a widespread scale nor through large vendor franchises, receivers are currently available for legal purchase in Chile, despite the fact that accessing and decoding encrypted channels through these devices is

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illegal. We have partnered with other telecommunications and major content providers in Latin America to create the Alliance Against Piracy to advocate for the enactment of stricter legislation to make illegal the importation, sale and distribution of these devices across the Latin American countries where the Alliance Against Piracy is active, including Chile. We estimated in June 2014 that approximately 50,000 homes within our footprint in Chile were illegally viewing video content by means of these receivers. Should the availability of these receivers become more widespread, we could face a risk of increased churn if existing subscribers were to choose to access competing DTH programming content by means of these receivers in lieu of continuing to pay for our video services. Also, we may be hampered in our ability to attract new customers who elect to view DTH programming illegally for free by means of these devices instead of subscribing to our video services.

Taxes in Chile can be unpredictable, and any increase in such taxes could adversely affect the financial performance of our Chilean operations. The Chilean government regularly implements changes to tax laws that may increase our tax burden. These changes may include modifications in our tax rates and, on occasion, the enactment of temporary taxes that in some cases have become permanent taxes. For example, in the aftermath of the 2010 earthquake and tsunami, legislation was passed to raise the corporate income tax rate in order to finance reconstruction, which had an adverse effect on our financial results. The legislation temporarily increased the corporate tax rate from its previous rate of 17.0% to 20.0%. In 2012, the Chilean government introduced amendments to existing tax legislation, which, among other things, permanently maintained the corporate income tax rate at 20%.

On September 26, 2014, the Chilean President signed an extensive tax reform bill, including changes to the corporate tax rate, changes to the thin capitalization rules, taxation of certain Chilean investments abroad and changes to the stamp tax rate, among other relevant changes. The bill became law upon its publication in the Official Gazette (Diario Oficial) on September 29, 2014.

According to this new law, the current corporate tax rate of 20% will be increased progressively as follows: 2014 (21%), 2015 (22.5%) and 2016 (24%). Beginning in 2017, there will be two optional income tax regimes: the “attributed system” and the “partially integrated system.” Under the “attributed system,” the corporate tax rate will be 25% and the 35% withholding tax will be paid on an accrual basis by the corporation on behalf of the shareholder, with the corporate tax fully creditable against the withholding tax. Under the “partially integrated system,” the corporate tax rate will be 25.5% in 2017 and 27% in 2018 and future years, and the 35% withholding tax will be paid only upon actual distributions to shareholders. However, under this partially integrated system, only 65% of the corporate tax paid by a Chilean company can be used as a credit against the withholding tax imposed on non-Chilean resident shareholders, which implies a final tax burden of 44.45%. In the case of shareholders resident in countries that have tax treaties in force with Chile, there will be a full credit for the corporate tax paid, which implies a final tax burden of 35% for such shareholders. Corporations must elect the relevant tax regime before December 31, 2016. This election, once made, is irrevocable for a period of five years.

Strikes and other industrial actions, as well as the negotiation of new collective bargaining agreements, could disrupt our operations or make it more costly to operate our facilities. We are exposed to the risk of strikes and other industrial actions. We negotiate our collective bargaining agreements with eight labor unions in Chile and one in Puerto Rico. The agreements are renegotiated every three to four years on a staggered basis in Chile and every three years in Puerto Rico. The agreements cover, among other things, the general labor conditions of covered employees such as working hours, holidays, benefits, termination, provisions and general payment schemes for wages. Our Chilean operations have experienced strikes in the past, most recently in 2007. In Puerto Rico, members of two major unions representing public utility employees voted in June 2014 to implement an island-wide strike. Although no labor stoppage has been carried out to date and our employees in Puerto Rico would not be included in any such strike, potential sabotage on the island’s infrastructure during an island-wide strike could adversely affect our network. Strikes and other industrial actions, as well as increasingly stricter labor legislation and regulations and the negotiation of new collective bargaining agreements in the future, could disrupt our operations and/or make it more costly to operate our facilities, which in turn could have a material adverse effect on our business, financial condition and results of operations.

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Our ability to make decisions related to our Puerto Rico operations that we may deem to be in the best interests of our shareholders may be negatively impacted by arrangements with the holders of a minority interest in Liberty Puerto Rico. We indirectly own 60% of Liberty Puerto Rico, while Searchlight indirectly owns the remaining 40%. We and Searchlight are party to certain agreements that provide the terms of the governance and ownership of Liberty Puerto Rico, its indirect sole member and the general partner of its indirect sole member (the parent entities). Under these agreements, we and Searchlight have a veto right on certain material matters, including, without limitation, a sale of Liberty Puerto Rico or its parent entities and certain acquisitions or mergers, incurrences of debt, large expenditures and issuances of equity interests in Liberty Puerto Rico’s parent entities. Our agreement with Searchlight also includes certain transfer restrictions and liquidity rights. These arrangements give Searchlight a certain amount of influence over the conduct of Liberty Puerto Rico’s business and future sales of the business. See “Annex E: Description of Our Latin American Operations — Arrangements with Minority Interest Holder in Liberty Puerto Rico” for a description of our arrangements with the minority interest holder in Liberty Puerto Rico.

As a result of Searchlight’s rights, including rights of first offer, tag-along rights and liquidity rights, among others, Searchlight could prevent Liberty Puerto Rico from making certain decisions or taking certain actions that would protect or advance the interests of our company, including forcing a sale of Liberty Puerto Rico and its parent entities against our wishes. No assurances can be given that we and Searchlight will be able to reach agreement with respect to any such matters in the future, and if we are unable to, our Puerto Rico operations could be adversely affected.

Other Factors

The loss of certain key personnel could harm our business. We have experienced employees at both the corporate and operational levels who possess substantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays. As a result, the loss of any of these key employees could cause significant disruptions in our business operations, which could materially adversely affect our results of operations.

John C. Malone has significant voting power with respect to corporate matters considered by our shareholders. John C. Malone beneficially owns outstanding ordinary shares of Liberty Global representing approximately [        ]% of our aggregate voting power as of December 22, 2014. By virtue of Mr. Malone’s voting power in our company, as well as his position as Chairman of our board of directors, Mr. Malone may have significant influence over the outcome of any corporate transaction or other matters submitted to our shareholders for approval. For example, under English law and our articles of association, certain matters (including amendments to the articles of association) require the approval of 75% of the votes of shareholders who vote (in person or by proxy) on the relevant resolution. Because Mr. Malone beneficially owns more than 25% of our aggregate voting power and more than 75% of the outstanding Liberty Global Class B Ordinary Shares, he has the ability to prevent the requisite approval threshold from being met even though the other shareholders may determine that such action or transaction is beneficial for the company. Mr. Malone’s rights to vote or dispose of his equity interests in our company are not subject to any restrictions in favor of us other than as may be required by applicable law and except for customary transfer restrictions pursuant to equity award agreements. Following the Transaction and the issuance of the LiLAC Ordinary Shares, we expect that Mr. Malone will continue to hold a similar proportion of our voting power.

It may be difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders. Certain provisions of our articles of association and of English law may discourage, delay, or prevent a change in control of our company that a shareholder may consider favorable. These provisions include the following:

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Change in control provisions in our employment and service agreements and in our incentive plan and related award agreements may also discourage, delay, or prevent a change in control of our company, even if such change of control would be in the best interests of our shareholders.

The enforcement of civil liabilities against us may be more difficult. Because we are a public limited company incorporated under the laws of England and Wales, investors could experience more difficulty enforcing judgments obtained against us in U.S. courts than would currently be the case for U.S. judgments obtained against a U.S. company. It may also be more difficult (or impossible) to bring some types of claims against us in courts sitting in England than it would be to bring similar claims against a U.S. company in a U.S. court. In particular, English law significantly limits the circumstances under which shareholders of English companies may bring derivative actions. Under English law generally, only the company can be the proper plaintiff in proceedings in respect of wrongful acts committed against us. Our articles of association provide for the exclusive jurisdiction of the English courts for shareholder lawsuits against us or our directors.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This proxy statement/prospectus, including documents incorporated by reference herein, includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated consequences of the Transaction, our business, product, foreign currency and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the anticipated impacts of new legislation (or changes to existing rules and regulations), anticipated revenue decreases or cost increases, liquidity, credit risks, foreign currency risks and target leverage levels and other information and statements that are not historical fact. In some cases, you can identify these statements by our use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “intend” and other terms of similar substance used in connection with any discussion of the future operations or financial performance of our company. To the extent that statements in this proxy statement/prospectus (or incorporated by reference herein) are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

You should be aware that any forward-looking statements in this proxy statement/prospectus, including documents incorporated by reference herein, only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties and assumptions are beyond our control and may cause actual results and performance to differ materially from our expectations.

Known risk factors that could cause results or events to differ from current expectations are identified and discussed under “Risk Factors” and in our filings with the SEC, including our most recent Forms 10-K/A and 10-Q. Some, but not all, of the factors that could cause actual results or events relating to Liberty Global to differ materially from those anticipated include the following:

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The broadband distribution services industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent contained or incorporated in this proxy statement/prospectus are subject to a significant degree of risk. These forward-looking statements and the above-described risks,

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uncertainties and other factors speak only as of the date of this proxy statement/prospectus, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained or incorporated herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

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THE GENERAL MEETING

Date, Time and Place

The General Meeting will be held at 3:00 p.m., local time, on February     , 2015, at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP.

Purpose of the General Meeting

At the General Meeting, holders of Liberty Global Ordinary Shares will be asked to consider and vote on the resolutions comprising the Transaction Proposals (other than the Class Proposals), the Voting Rights Amendment Proposal, the Securities Purchase Proposals and the Virgin Media Sharesave Proposal, which are described in greater detail under “The Transaction Proposals,” “The Voting Rights Proposal,” “The Securities Purchase Proposals” and “The Virgin Media Sharesave Proposal,” respectively. The full text of the resolutions to be voted on at the General Meeting can be found in the Notice of General Meeting provided as Annex  A to this proxy statement/prospectus.

Quorum

In order to conduct the business of the General Meeting, a quorum must be present. The presence, in person or by proxy, of the holders of a simple majority of the combined voting power of the Liberty Global Class A and Class B Ordinary Shares entitled to vote is necessary to constitute a quorum at the General Meeting.

For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. Shares represented by “broker non-votes” will also be counted for purposes of determining whether there is a quorum at the General Meeting but will not be included for purposes of determining the number of votes cast. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular resolution. None of the Proposals are considered routine matters and your broker, bank or other nominee may not vote on these resolutions without instructions from you.

Who May Vote

For all of the proposals put forward at the General Meeting, holders of Liberty Global Class A and Class B Ordinary Shares, as recorded in Liberty Global’s share register as of 5:00 p.m., New York time/10:00 p.m., London time, on December     , 2014, the record date for the General Meeting, vote together at the General Meeting or at any adjournment or postponement thereof. Holders of Liberty Global Class C Ordinary Shares will not be entitled to vote at the General Meeting.

Votes Required

The Proposals to be voted on at the General Meeting require the following votes for approval:

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As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the total voting power of the Liberty Global Class A and Class B Ordinary Shares, voting together as a single class. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Proposals being voted on at the General Meeting.

Votes You Have at the General Meeting

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THE CLASS A MEETING

Date, Time and Place

The Class A Meeting will be held at 3:30 p.m., local time, on February     , 2015, at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP.

Purpose of the Class A Meeting

At the Class A Meeting, holders of Liberty Global Class A Ordinary Shares will be asked to consider and vote on the Class A Articles Proposal and the Class A Voting Rights Proposal, which are described in greater detail under “The Transaction Proposals” and “The Voting Rights Proposal,” respectively. The full text of the resolutions to be voted on at the Class A Meeting can be found in the Notice of Class A Meeting provided as Annex B to this proxy statement/prospectus.

Quorum

In order to conduct the business of the Class A Meeting, a quorum must be present. The presence, in person or by proxy, of the holders of a simple majority of the voting power of our outstanding Liberty Global Class A Ordinary Shares entitled to vote is necessary to constitute a quorum at the Class A Meeting.

For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. Shares represented by “broker non-votes” will also be counted for purposes of determining whether there is a quorum at the Class A Meeting but will not be included for purposes of determining the number of votes cast. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the Class A Meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular resolution. Neither the Class A Articles Proposal nor the Class A Voting Rights Proposal is considered a routine matter and your broker, bank or other nominee may not vote on either resolution without instructions from you.

Who May Vote

Holders of Liberty Global Class A Ordinary Shares, as recorded in Liberty Global’s share register as of 5:00 p.m., New York time/10:00 p.m., London time, on December     , 2014, the record date for the Class A Meeting, may each vote at the Class A Meeting or at any adjournment or postponement thereof.

Votes Required

The approval of the Class A Articles Proposal and the Class A Voting Rights Proposal each requires the affirmative vote of at least 75% of the votes cast by holders of Liberty Global Class A Ordinary Shares at the Class A Meeting.

As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the Liberty Global Class A Ordinary Shares. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Class Proposals being voted on at the Class A Meeting.

Votes You Have at the Class A Meeting

Holders of Liberty Global Class A Ordinary Shares have one vote per share at the Class A Meeting. Only holders of Liberty Global Class A Ordinary Shares as of the record date for the Class A Meeting will be entitled to attend and vote at the Class A Meeting.

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THE CLASS B MEETING

Date, Time and Place

The Class B Meeting will be held at 3:40 p.m., local time, on February     , 2015, at the offices of Shearman & Sterling (London) LLP at 9 Appold Street, London EC2A 2AP.

Purpose of the Class B Meeting

At the Class B Meeting, holders of Liberty Global Class B Ordinary Shares will be asked to consider and vote on the Class B Articles Proposal and the Class B Voting Rights Proposal, which are described in greater detail under “The Transaction Proposals” and “The Voting Rights Proposal,” respectively. The full text of the resolutions to be voted on at the Class B Meeting can be found in the Notice of Class B Meeting provided as Annex C to this proxy statement/prospectus.

Quorum

In order to conduct the business of the Class B Meeting, a quorum must be present. The presence, in person or by proxy, of the holders of a simple majority of the voting power of our outstanding Liberty Global Class B Ordinary Shares entitled to vote is necessary to constitute a quorum at the Class B Meeting.

For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. Shares represented by “broker non-votes” will also be counted for purposes of determining whether there is a quorum at the Class B Meeting but will not be included for purposes of determining the number of votes cast. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the Class B Meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular resolution. Neither the Class B Articles Proposal nor the Class B Voting Rights Proposal is considered a routine matter and your broker, bank or other nominee may not vote on either resolution without instructions from you.

Who May Vote

Holders of Liberty Global Class B Ordinary Shares, as recorded in Liberty Global’s share register as of 5:00 p.m., New York time/10:00 p.m., London time, on December     , 2014, the record date for the Class B Meeting, may each vote at the Class B Meeting or at any adjournment or postponement thereof.

Votes Required

The approval of the Class B Articles Proposal and the Class B Voting Rights Proposal each requires the affirmative vote of at least 75% of the votes cast by holders of Liberty Global Class B Ordinary Shares at the Class B Meeting.

As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the Liberty Global Class B Ordinary Shares. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Class Proposals being voted on at the Class B Meeting.

Votes You Have at the Class B Meeting

Holders of Liberty Global Class B Ordinary Shares have one vote per share at the Class B Meeting. Only holders of Liberty Global Class B Ordinary Shares as of the record date for the Class B Meeting will be entitled to attend and vote at the Class B Meeting.

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THE CLASS C MEETING

Date, Time and Place

The Class C Meeting will be held at 3:50 p.m., local time, on February     , 2015, at the offices of Shearman & Sterling (London) LLP, at 9 Appold Street, London EC2A 2AP.

Purpose of the Class C Meeting

At the Class C Meeting, holders of Liberty Global Class C Ordinary Shares will be asked to consider and vote on the Class C Articles Proposal and the Class C Voting Rights Proposal, which are described in greater detail under “The Transaction Proposals” and “The Voting Rights Proposal,” respectively. The full text of the resolutions to be voted on at the Class C Meeting can be found in the Notice of Class C Meeting provided as Annex D to this proxy statement/prospectus.

Quorum

In order to conduct the business of the Class C Meeting, a quorum must be present. The presence, in person or by proxy, of the holders of a simple majority of the voting power of our outstanding Liberty Global Class C Ordinary Shares entitled to vote is necessary to constitute a quorum at the Class C Meeting.

For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. Shares represented by “broker non-votes” will also be counted for purposes of determining whether there is a quorum at the Class C Meeting but will be not be included for purposes of determining the number of votes cast. A broker non-vote occurs when shares held by a broker, bank or other nominee are represented at the Class C Meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares on a particular resolution. Neither the Class C Articles Proposal nor the Class C Voting Rights Proposal is considered a routine matter and your broker, bank or other nominee may not vote on either resolution without instructions from you.

Who May Vote

Holders of Liberty Global Class C Ordinary Shares, as recorded in Liberty Global’s share register as of 5:00 p.m., New York time/10:00 p.m., London time, on December     , 2014, the record date for the Class C Meeting, may each vote at the Class C Meeting or at any adjournment or postponement thereof.

Votes Required

The approval of the Class C Articles Proposal and the Class C Voting Rights Proposal each requires the affirmative vote of at least 75% of the votes cast by holders of Liberty Global Class C Ordinary Shares at the Class C Meeting.

As of December 22, 2014, Liberty Global’s directors and executive officers beneficially owned approximately [    ]% of the Liberty Global Class C Ordinary Shares. We have been informed that all of our directors and executive officers intend to vote “FOR” each of the Class Proposals being voted on at the Class C Meeting.

Votes You Have at the Class C Meeting

Holders of Liberty Global Class C Ordinary Shares have one vote per share at the Class C Meeting. Only holders of Liberty Global Class C Ordinary Shares as of the record date for the Class C Meeting will be entitled to attend and vote at the Class C Meeting.

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THE MEETINGS — GENERAL

Shares Outstanding

As of December 22, 2014, an aggregate of [            ] Liberty Global Class A Ordinary Shares, [            ] Liberty Global Class B Ordinary Shares and [            ] Liberty Global Class C Ordinary Shares were issued and outstanding and entitled to vote at the relevant Meetings.

Number of Holders

As of December 22, 2014, there were approximately [            ], [            ] and [            ] record holders of Liberty Global Class A Ordinary Shares, Liberty Global Class B Ordinary Shares and Liberty Global Class C Ordinary Shares, respectively (which amounts do not include the number of shareholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

You may appoint the chairman of a Meeting or a person of your choice to be your proxy to attend, speak and vote on your behalf at such Meeting. A proxy need not be a shareholder of Liberty Global.

After carefully reading and considering the information contained in this proxy statement/prospectus, you should complete, sign, date and return the applicable enclosed proxy cards by mail, or vote through the internet, in each case as soon as possible so that your shares are represented and voted at the relevant Meeting. Instructions for voting through the internet are printed on the proxy cards. In order to vote through the internet, have your proxy cards available so you can input the required information from the cards, and log onto the internet website address shown on the proxy cards. When you log onto the internet website address, you will receive instructions on how to vote your shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Voting through the internet will be voting by proxy.

Shareholders who have shares registered in the name of a broker, bank or other nominee should follow the voting instruction card provided by their broker, bank or other nominee in instructing them how to vote their shares or when granting or revoking a proxy.

Any corporation which is a shareholder of Liberty Global can appoint one or more corporate representatives who may, at the relevant Meeting, exercise on its behalf all of its powers as a shareholder provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same share or shares. Any such representative should bring to the relevant Meeting written evidence of his appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment.

If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the proxy will have authority to vote in accordance with the directors’ recommendations for all resolutions.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the relevant Meeting. You may change your vote at the Meeting.