Sunrise spin-off approved by Liberty Global shareholders
Published: Tuesday, Oct 29th 2024, 22:40
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The IPO of Sunrise is a done deal: The shareholders of the parent company Liberty Global have approved the spin-off of the Swiss telecommunications group.
The decision was made at an extraordinary general meeting of the British-American cable network company last Friday, but was only announced by Liberty Global on Tuesday evening.
This clears the way for Sunrise to be listed on the SIX Swiss Exchange on November 15. However, this is not a classic IPO with a capital increase, but a spin-off. The existing Liberty shareholders will receive Sunrise shares.
The procedure is multi-stage and complicated, as Liberty Global has three share classes. Sunrise will also have two classes of shares. Existing Liberty shareholders will receive 1 A share in Sunrise for 5 shares in Liberty Global.
Spin-off date November 12
Sunrise's A-shares will begin trading on the SIX on November 15, according to earlier information from the British-American group. They are expected to be included in the broad SPI index five trading days after listing.
There is also a second class B share with ten times the voting power. This remains largely in the hands of Liberty bosses John Malone and Mike Fries, who thus hold around a quarter of the Swiss group. The Sunrise B shares will not be listed on the stock exchange. They would only be traded over the counter. Owners of these B shares could exchange their shares for A shares in Sunrise at a ratio of 1:10, it said.
Sunrise ADSs are traded on Nasdaq
The next step after the extraordinary general meeting of Liberty Global is the record date for the allocation of Sunrise shares to Liberty Global shareholders on November 4. From then on, Liberty shareholders will be able to sell their shares with or without subscription rights for Sunrise shares.
The actual issue of Sunrise shares will then take place on November 12 in the form of American depositary receipts (ADS). The US group confirmed November 12 as the "spin-off date" in its communiqué on Tuesday evening. As of November 13, these ADSs can then be traded regularly on the US technology exchange Nasdaq, as the press release went on to say.
Liberty shareholders can exchange their ADSs for Sunrise shares. One share of the Swiss telecoms company will be issued for each ADS. If the exchange takes place within three months, it will be free of charge.
However, the ADSs are only transitional securities. They will only be traded on the Nasdaq for around nine months. The exact date will be determined by the Sunrise Board of Directors, Liberty wrote.
Entrepreneurial freedom
With the IPO, Sunrise will be released back into entrepreneurial freedom. The Swiss company will be operationally separated from the US cable network giant. Liberty plans to invest CHF 1.5 billion to reduce Sunrise's debt.
Sunrise will not completely separate itself from the parent company in the future. Business relationships will remain in place. "Thanks to various service agreements, Sunrise will continue to benefit from the partnership with Liberty Global," it was stated at the Capital Markets Day in September.
"Access to technology, financial and other services remains guaranteed." For example, the Swiss telecoms provider will continue to purchase TV reception boxes from the British-American group for the next five years.
Sunrise CEO André Krause said in September that this year and next year would still be transitional years without growth in operational terms. From next year, the operating profit after leasing costs (EBITDAaL) should then remain stable or grow slightly. In the medium term, stable to low single-digit sales growth is then expected.
Takeover worth billions
Liberty Global acquired Sunrise at the end of 2020 in a CHF 6.8 billion takeover and subsequently merged it with its own Swiss cable network subsidiary UPC. This created a more potent challenger to the top dog Swisscom, which gained more customers and market share.
One aim of the merger was also to eliminate the respective weak points. Sunrise was given its own landline network, while UPC was given a mobile network. Following the merger of the two companies, Sunrise was delisted from the Swiss stock exchange by Liberty in spring 2021. Now Sunrise is making a comeback.
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