The selective opting-up clause applies to the Sunrise IPO
Published: Monday, Sep 23rd 2024, 19:10
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Sunrise wants to be listed on the Swiss stock exchange by the end of the year and will be spun off from its parent company Liberty Global. In the course of the IPO, a large proportion of Sunrise shares will remain in the possession of Liberty bosses John Malone and Mike Fries. They will be exempted to a certain extent from the obligation to make an offer, as decreed by the Swiss Takeover Board (TOB).
As has been known since the beginning of September, existing Liberty shareholders will receive 1 A share in Sunrise for 5 shares in Liberty Global. There is also a second class B share with ten times the voting power. This will remain largely in the hands of Malone and Fries, who hold around a quarter of the shares in Switzerland's second-largest telecoms group, according to reports.
In this context, the TOB determined in a ruling issued on August 24 that the planned selective opting-up clause in Sunrise's articles of association is valid under takeover law. This means that the major shareholders do not have to submit a purchase offer to all shareholders as soon as their stake exceeds one third.
Any transfers of Sunrise shares between or among Malone and Fries shareholders would not trigger an obligation to make an offer, the TOB wrote. However, this is only the case as long as Malone and Fries and parties acting in concert with them do not exceed the threshold of a total of 45 percent of the voting rights in Sunrise, the ruling continued.
Sunrise was obliged by the TOB to publish the ruling with the information that qualified shareholders can appeal against the decision.
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