Exhibit 107.1
CALCULATION OF FILING FEE TABLE
S-8
(Form Type)
Liberty Global plc
(Exact Name of Registrant as Specified in its Charter)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee (6) | ||||||||||||||||
Equity | Liberty Global Class A Ordinary Shares, nominal value $0.01 per share | Other | 20,142,171(2) | $16.98 (3) | $342,014,064 (3) | 0.00011020 | $37,690 | ||||||||||||||||
Equity | Liberty Global Class B Ordinary Shares, nominal value $0.01 per share | Other | 3,000,000(2) | $16.62 (4) | $49,860,000 (4) | 0.00011020 | $5,495 | ||||||||||||||||
Equity | Liberty Global Class C Ordinary Shares, nominal value $0.01 per share | Other | 20,142,171(2) | $17.84 (5) | $359,336,331 (5) | 0.00011020 | $39,599 | ||||||||||||||||
Total Offering Amounts | $751,210,395 | $82,784 | |||||||||||||||||||||
Total Fee Offsets | $75,950 | ||||||||||||||||||||||
Net Fee Due | $6,834 |
(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be issued pursuant to the Liberty Global 2023 Incentive Plan (the “Plan”) after the operation of any anti-dilution and other provisions under such plan. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.
(2)Represents the aggregate number of Liberty Global class A ordinary shares, nominal value $0.01 per share (“Class A Ordinary Shares”), Liberty Global class B ordinary shares, nominal value $0.01 per share (“Class B Ordinary Shares”), and Liberty Global class C ordinary shares, nominal value $0.01 per share (“Class C Ordinary Shares”), of the Registrant which may be issued pursuant to the Plan.
(3)Based upon the average of the high and low prices reported for the Registrant’s Class A Ordinary Shares on the Nasdaq Global Select Market on July 5, 2023.
(4)Based upon the average of the high and low prices reported for the Registrant’s Class B Ordinary Shares on the Nasdaq Global Select Market on July 5, 2023.
(5)Based upon the average of the high and low prices reported for the Registrant’s Class C Ordinary Shares on the Nasdaq Global Select Market on July 5, 2023.
(6)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) under the Securities Act.
(7)The Registrant has terminated or completed all offerings under the Prior Plan that included the unsold securities associated with the fee offset claimed.
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||||||||||||||||||||||||
Rule 457(p) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims (1)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $29,603 | Equity | Liberty Global Class A Ordinary Shares, nominal value $0.01 per share | 11,492,811 | $271,345,268 | ||||||||||||||||||||||||||
Fee Offset Sources (1)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $29,603 | ||||||||||||||||||||||||||||||
Fee Offset Claims (2)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $5,234 | Equity | Liberty Global Class B Ordinary Shares, nominal value $0.01 per share | 2,000,000 | $47,980,000 | ||||||||||||||||||||||||||
Fee Offset Sources (2)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $5,234 | ||||||||||||||||||||||||||||||
Fee Offset Claims (3)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $41,113 | Equity | Liberty Global Class C Ordinary Shares, nominal value $0.01 per share | 16,056,419 | $376,844,154 | ||||||||||||||||||||||||||
Fee Offset Sources (3)(4) | Liberty Global plc | S-8 | 333-254168 | March 11, 2021 | $41,113 |
(1)The Registrant previously registered $377,769,000 in an aggregate offering amount of Class A Ordinary Shares pursuant to the Registration Statement on Form S-8 (File No. 333-254168) filed on March 11, 2021 (the “2021 Registration Statement”), of which $271,345,268 relates to the unsold Class A Ordinary Shares associated with the fee offset claimed herein. The offering that included these unsold Class A Ordinary Shares has been terminated.
(2)The Registrant previously registered $47,980,000 in an aggregate offering amount of Class B Ordinary Shares pursuant to the 2021 Registration Statement, the entire amount of which relates to the unsold Class B Ordinary Shares associated with the fee offset claimed herein. The offering that included these unsold Class B Ordinary Shares has been terminated.
(3)The Registrant previously registered $751,040,000 in an aggregate offering amount of Class C Ordinary Shares pursuant to the 2021 Registration Statement, of which $376,844,154 relates to the unsold Class C Ordinary Shares associated with the fee offset claimed herein. The offering that included these unsold Class C Ordinary Shares has been terminated.
(4)The Registrant expects to partially offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the 2021 Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the 2021 Registration Statement was as follows: (1) with respect to Class A Ordinary Shares, $41,215, of which $29,603 relates to the unsold Class A Ordinary Shares associated with the fee offset claimed herein; (2) with respect to Class B Ordinary Shares, $5,234, of which $5,234 relates to the unsold Class B Ordinary Shares associated with the fee offset claimed herein; and (3) with respect to Class C Ordinary Shares, $81,938, of which $41,113 relates to the unsold Class C Ordinary Shares associated with the fee offset claimed herein. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets $13,050 of the registration fee due under this Registration Statement from the total fees previously paid in connection with the 2021 Registration Statement.