S-3ASR

As filed with the Securities and Exchange Commission on March 14, 2014

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIBERTY GLOBAL plc

(Exact name of Registrant as specified in its charter)

England and Wales	4841	98-1112770
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification code number)	(I.R.S. Employer Identification No.)

	38 Hans Crescent
12300 Liberty Boulevard	London SW1X 0LZ
Englewood, CO 80112	United Kingdom
(303) 220-6600	+44.20.7190.6449

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

Bryan H. Hall, Esq.

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)

Copies to:

Paul G. Thompson	Whitney Holmes
Dorsey & Whitney (Europe) LLP	Dorsey & Whitney LLP
199 Bishopsgate	1400 Wewatta St., Suite 400
London EC2M 3UT	Denver, CO 80202
United Kingdom	(303) 629-3442
+44 (0)20 7031 3763

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

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.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (do not check if a small reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
Class C ordinary shares, par value $0.01 per share	10,091,178	$41.91	$422,921,269.98	$54,472.26

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) promulgated under the Securities Act of 1933, based upon the average of the high and low prices reported for the Liberty Global class C ordinary shares on the Nasdaq Global Select Market on March 11, 2014.

(2) Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering prices of securities to be registered by 0.00012880.

Prospectus

LIBERTY GLOBAL plc

10,091,178 Class C Ordinary Shares

This prospectus relates to 10,091,178 of our class C ordinary shares that may be sold by the selling shareholder named herein from time to time. The class C ordinary shares offered under this prospectus were sold to the selling shareholder in a private placement in connection with our acquisition from the selling shareholder of its 20% non-controlling interest in our subsidiaries VTR GlobalCom SpA and VTR Wireless SpA and will be issued upon the closing of such transaction.

The selling shareholder may sell none, some or all of the class C ordinary shares covered by this prospectus from time to time, in amounts, at prices, and on terms that will be determined at the time of offering. We cannot predict when or in what amount the selling shareholder may sell any of the class C ordinary shares offered by this prospectus. The selling shareholder may sell the class C ordinary shares offered by this prospectus at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices that may be changed. Such sales may occur in the open market, in negotiated transactions or in a combination of these methods.

We are not selling securities under this prospectus and we will not receive any cash proceeds from the sale of any of the class C ordinary shares offered by this prospectus. We have agreed to bear certain expenses relating to the registration of the class C ordinary shares offered by this prospectus.

Our class C ordinary shares trade on the Nasdaq Global Select Market under the symbol “LBTYK”. On March 13, 2014, our class C ordinary shares closed at $41.80 per share as reported on the Nasdaq Global Select Market.

Investing in our securities involves risks. See “Risk Factors” beginning on page 2 of this prospectus as well as those contained or referenced in our periodic reports and other information filed with the Securities and Exchange Commission for a description of the various risks that should be carefully considered before making an investment decision.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated March 14, 2014.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		2
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS		2
USE OF PROCEEDS		4
SELLING SHAREHOLDER		5
PLAN OF DISTRIBUTION		6
LEGAL OPINION		8
EXPERTS		8
WHERE YOU CAN FIND MORE INFORMATION		8
INCORPORATION BY REFERENCE		9

You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not authorized anyone to provide you with additional or different information. This prospectus is not an offer to sell, nor a solicitation of an offer to buy, these securities in any jurisdiction where such offer or sale is not permitted.

The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date or that any information we have incorporated by reference is accurate as of any date other than the date of the documents incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

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SUMMARY

This summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus. You should read the entire prospectus, including “Risk Factors” and the information incorporated by reference into this prospectus, before making an investment decision. In this prospectus, the terms “we,” “our,” “our company,” and “us” may refer, as the context requires, to Liberty Global plc or collectively to Liberty Global plc and its subsidiaries.

About Liberty Global plc

Liberty Global plc (Liberty Global) is an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at December 31, 2013 across 14 countries. Through Virgin Media Inc. and Unitymedia KabelBW GmbH, each a wholly-owned subsidiary, and Telenet Group Holding NV, a 57.4%-owned subsidiary, we provide video, broadband internet, fixed-line telephony and mobile services in the United Kingdom, Germany and Belgium, respectively. Through UPC Holding BV, also a wholly-owned subsidiary, we provide video, broadband internet and fixed-line telephony services in nine European countries and mobile services in three European countries. Our broadband communications operations in Chile are provided through our 80%-owned subsidiary, VTR GlobalCom SpA, formerly known as VTR GlobalCom S.A. Through our 80%-owned subsidiary, VTR Wireless SpA, formerly known as VTR Wireless S.A., we also offer mobile services in Chile. Our operations also include consolidated broadband communications operations in Puerto Rico that we conduct through a 60%-owned subsidiary, Liberty Cablevision of Puerto Rico, and investments in various other businesses, primarily in Europe. Our consumer brands include Virgin Media, UPC, Unitymedia, KabelBW, Telenet and VTR.

As a result of a series of mergers that were completed on June 7, 2013, Liberty Global became the publicly-held parent company of the successors by merger of Liberty Global, Inc. (the predecessor to Liberty Global) and Virgin Media. At December 31, 2013, we owned programming interests in Europe and Latin America that were held through Chellomedia BV (Chellomedia). Certain of Chellomedia’s subsidiaries and affiliates provided programming services to certain of our broadband communications operations, primarily in Europe. On January 31, 2014, we completed the sale of substantially all of Chellomedia’s assets.

Liberty Global is a U.K. public limited company with principal offices at 38 Hans Crescent, London SW1X 0LZ, United Kingdom and 12300 Liberty Boulevard, Englewood, Colorado 80112. We were formed on January 29, 2013 as a private limited company incorporated under English law (registration number 8379990) and were re-registered as a public limited company under the U.K. Companies Act 2006 on June 5, 2013.

The Stock Acquisition Agreement

On March 13, 2014, our indirect wholly-owned subsidiary VTR Chile Holdings SpA, as buyer, entered into a stock acquisition agreement with Inversiones Corp Comm 2 SpA, as seller, and Corp Group Holding Inversiones Limitada, as guarantor of seller’s obligations, for the acquisition of all of the outstanding capital stock of each of VTR GlobalCom SpA and VTR Wireless SpA not currently owned by us. Pursuant to the terms and conditions of the stock acquisition agreement, the purchase price for the interests in VTR GlobalCom and VTR Wireless we are acquiring will be paid in full by the issuance to the seller of 10,091,178 Class C ordinary shares of $0.01 nominal value each of Liberty Global. As a result of the transactions contemplated by the stock acquisition agreement, VTR GlobalCom SpA and VTR Wireless SpA will each be our indirect wholly-owned subsidiary.

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RISK FACTORS

Before making an investment decision, you should carefully consider the risk factors in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission, or the SEC, on February 13, 2014, and any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus or any prospectus supplement or incorporated by reference into this prospectus or any applicable prospectus supplement, in light of your particular investment objectives and financial circumstances. Those risks are not the only risks we face. Additional risks that we do not yet know of or that we currently judge to be immaterial may also impair our business operations. If any of the events or circumstances described in the aforementioned risks or other materials actually occurs, our business, financial condition, or results of operations could be materially adversely affected. In such case, the trading price of our class C ordinary shares could decline, and you may lose all or part of your investment.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including documents incorporated by reference herein, includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including statements regarding our expectations with respect to our growth prospects and our strategic initiatives over the next few years, our expectations regarding our operating cash flow margins and percentage of revenue represented by our property and equipment additions in 2014, the amount of our anticipated non-functional currency transactions in 2014, the future projected cash flows of our continuing operations associated with our commitments and derivative instruments, our business, product, foreign currency and finance strategies, our property and equipment additions, subscriber growth and retention rates, competitive, regulatory and economic factors, the maturity of our markets, anticipated cost increases, liquidity, credit risks, foreign currency risks and target leverage levels. 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 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. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished.

You should be aware that these statements and any other forward-looking statements in these documents 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 in our filings with the SEC. Some, but not all, of the factors that could cause actual results or events to differ materially from anticipated results or events include the following:

• economic and business conditions and industry trends in the countries in which we operate;

• the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;

• fluctuations in currency exchange rates and interest rates;

• instability in global financial markets, including sovereign debt issues and related fiscal reforms;

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• consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

• changes in consumer television viewing preferences and habits;

• consumer acceptance of our existing service offerings, including our digital video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;

• our ability to manage rapid technological changes;

• our ability to maintain or increase the number of subscriptions to our digital video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household;

• our ability to provide satisfactory customer service, including support for new and evolving products and services;

• our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

• our ability to maintain our revenue from channel carriage arrangements, particularly in Germany;

• the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

• changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

• government intervention that opens our broadband distribution networks to competitors, such as the obligations imposed in Belgium;

• our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions, including the impact of the present and any future conditions imposed in connection with the acquisition of Kabel BW GmbH on our operations in Germany;

• our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from, and implement our business plan with respect to, the businesses we acquire, such as our acquisition of Virgin Media in 2013 and our recently announced offer to acquire Ziggo N.V.;

• changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in countries in which we operate;

• changes in laws and government regulations that may impact the availability and cost of credit and the derivative instruments that hedge certain of our financial risks;

• the ability of suppliers and vendors to timely deliver quality products, equipment, software and services;

• the availability of attractive programming for our digital video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;

• uncertainties inherent in the development and integration of new business lines and business strategies;

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• our ability to adequately forecast and plan future network requirements;

• the availability of capital for the acquisition and/or development of telecommunications networks and services;

• problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;

• leakage of sensitive customer data;

• the outcome of any pending or threatened litigation;

• the loss of key employees and the availability of qualified personnel;

• changes in the nature of key strategic relationships with partners and joint venturers; and

• events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, natural disasters, pandemics and other similar events.

The broadband distribution services industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent contained or incorporated in this prospectus are subject to a significant degree of risk. These forward-looking statements and the above-described risks, uncertainties and other factors speak only as of the date of this 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 contained in this prospectus or any documents incorporated by reference herein.

USE OF PROCEEDS

We are not selling any securities under this prospectus and we will not receive any of the proceeds from the sale of any class C ordinary shares offered and sold pursuant to this prospectus. We, and not the selling shareholder, will pay the costs, expenses and fees in connection with the registration of the shares covered by this prospectus, but the selling shareholder will pay all discounts, commissions or brokers’ fees or fees of similar securities industry professionals and transfer taxes, if any, attributable to sales of any class C ordinary shares covered by this prospectus.

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SELLING SHAREHOLDER

In connection with the private placement of our class C ordinary shares to the selling shareholder pursuant to the stock acquisition agreement, we have filed a registration statement with the SEC that includes this prospectus to register our class C ordinary shares that we are issuing to the selling shareholder for resale by the selling shareholder, and have agreed to keep the registration statement effective for not less than 90 days during the six-month period following the date it initially became effective, or such shorter period during which the shares covered by this registration statement may be disposed of by the selling shareholder. The registration of the class C ordinary shares for resale does not necessarily mean that the selling shareholder will sell all or any of the shares.

Prior to our acquisition of the selling shareholder’s 20% interest in the outstanding capital stock of each of our indirect subsidiaries, VTR GlobalCom SpA and VTR Wireless SpA, pursuant to the stock acquisition agreement, the selling shareholder was a non-controlling shareholder of these subsidiaries and participated in their management, including through representation on the VTR GlobalCom SpA and the VTR Wireless SpA boards of directors. Except as otherwise disclosed herein, neither the selling shareholder nor any of its affiliates has, or within the past three years has had, any material relationship with us or our predecessor or affiliates.

The following table sets forth the name of the selling shareholder, the number of class C ordinary shares beneficially owned by the selling shareholder, the number of class C ordinary shares that may be offered under this prospectus and the number of class C ordinary shares owned by the selling shareholder after the offering. All information with respect to beneficial ownership is based upon information obtained from the selling shareholder prior to the date hereof. Information concerning the selling shareholder may change from time to time. The selling shareholder may from time to time offer and sell any or all of the securities under this prospectus. Because the selling shareholder is not obligated to sell the offered securities, we cannot state with certainty the amount of our securities that the selling shareholder will hold upon consummation of any such sales. In addition, since the date on which the selling shareholder provided this information to us, the selling shareholder may have sold, transferred or otherwise disposed of all or a portion of the offered securities.

Name and Address of Selling Shareholder	Number of Shares Owned Prior to Offering		Number of Shares Being Offered Pursuant to this Prospectus		Number of Shares Owned After Completion of the Offering		Percentage of Class Owned after Completion of the Offering
Inversiones Corp Comm 2 SpA		—		10,091,178		—		—

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PLAN OF DISTRIBUTION

We are registering the class C ordinary shares covered by this prospectus to permit the selling shareholder to conduct public secondary trading of such shares from time to time after the date of this prospectus. The selling shareholder, or its pledgees, donees, transferees, or any of its successors in interest, selling shares received from the named selling shareholder as a gift, partnership distribution or other non-sale-related transfer after the date of this prospectus, may sell the shares registered hereby from time to time on any national securities exchange or automated interdealer quotation system on which the shares are listed or quoted at the time of sale, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may have changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholder may sell the shares by one or more of the following methods, without limitation:

• block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

• an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

• ordinary brokerage transactions and transactions in which the broker solicits purchases;

• privately negotiated transactions;

• short sales;

• through the writing of options on the shares, whether or not the options are listed on an options exchange;

• through the distribution of the securities by the selling shareholder to its partners, members or shareholders; and

• any combination of any of these methods for sale.

The selling shareholder may also transfer the shares by gift. To our knowledge, there are currently no plans, arrangements or understandings by the selling shareholder for the sale of any of the shares.

The selling shareholder may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the shares. These brokers or dealers may act as principals, or as an agent of the selling shareholder. Broker-dealers may agree with the selling shareholder to sell a specified number of the shares at a stipulated price per share. If the broker-dealer is unable to sell shares acting as an agent for the selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time in transactions in any national securities exchange or automated interdealer quotation system on which the securities are listed or quoted at the time of sale, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling shareholder may also sell the shares in accordance with Rule 144 under the Securities Act, rather than pursuant to this prospectus, regardless of whether the shares are covered by this prospectus.

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From time to time, the selling shareholder may pledge, hypothecate or grant a security interest in some or all of its shares. The pledgees, secured parties or persons to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be a selling shareholder. The number of the selling shareholder’s shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for the selling shareholder’s shares would otherwise remain unchanged. In addition, the selling shareholder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.

To the extent required under the Securities Act, the aggregate amount of the selling shareholder’s shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from the selling shareholder and/or purchasers of the selling shareholder’s shares, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

The selling shareholder and any broker-dealers or agents who participate in the sale or distribution of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, concessions, commissions or fees received by them and any profit on the resale of the shares sold by them may be deemed to be underwriting discounts and commissions under the Securities Act. If the selling shareholder is deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act. In addition, underwriters are subject to certain statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.

The selling shareholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with the selling shareholder, including, without limitation, in connection with distributions of the shares by those broker-dealers. The selling shareholder may enter into option or other transactions with broker-dealers that involve the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those shares. The selling shareholder may also loan or pledge the shares offered hereby to a broker-dealer and the broker-dealer may sell the shares offered hereby so loaned or upon a default may sell or otherwise transfer the pledged shares offered hereby.

The selling shareholder and other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares by the selling shareholder or any other person. The anti-manipulation rules under the Exchange Act may apply to sales of the shares in the market and to the activities of the selling shareholder and its affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

We have agreed to indemnify in certain circumstances the selling shareholder and any brokers, dealers and agents who may be deemed to be underwriters, if any, of the shares covered by this registration statement, against certain liabilities, including liabilities under the Securities Act. The selling shareholder has agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act.

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The shares offered hereby were originally issued to the selling shareholder pursuant to an exemption from the registration requirements of the Securities Act. We agreed to register the shares under the Securities Act, and to keep the registration statement, of which this prospectus is a part, effective for not less than 90 days during the six-month period following the date it initially became effective, or such shorter period during which the shares covered by this registration statement have been disposed of by the selling shareholder. We have agreed to pay all expenses in connection with this offering, but not including underwriting discounts, concessions, commissions or fees of the selling shareholders or any fees and expense of counsel or other advisors to the selling shareholder.

We will not receive any proceeds from the sales of any shares by the selling shareholder.

The selling shareholder may sell none, some or all of the shares offered by this prospectus. We cannot predict when or in what amount the selling shareholder may sell any of the shares offered by this prospectus.

LEGAL OPINION

Legal matters relating to the validity of the securities to be offered pursuant to this prospectus have been passed upon by Dorsey & Whitney (Europe) LLP.

EXPERTS

The consolidated financial statements and schedules of Liberty Global as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2013, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all the information included in the registration statement and the exhibits thereto. You should refer to the registration statement, including its exhibits and schedules, for further information about us and the securities being offered hereby.

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 prospectus is not incorporated by reference in this 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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INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus, and is deemed to be part hereof except for any information superseded by this prospectus, any accompanying prospectus supplement or any document incorporated by reference herein. We incorporate by reference the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K) prior to the date we terminate the offering of securities under this prospectus:

• Liberty Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on February 13, 2014;

• Liberty Global’s Current Reports on Form 8-K, filed on February 14, 2014 (excluding any information furnished pursuant to Item 2.02 or Item 7.01), February 24, 2014 and March 13, 2014; and

• The description of Liberty Global’s ordinary shares contained in Liberty Global’s Registration Statement on Form S-4, as amended (File No. 333-187100), under the heading “Description of New Liberty Global Shares.”

We have not authorized anyone to give any information about our company or the securities offered hereby that is different from, or in addition to, the information contained in this prospectus or in any of the materials that we have incorporated into this document by reference. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus or incorporated by reference herein speaks only as of the date of such document unless the information specifically indicates that another date applies.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth expenses payable by Liberty Global in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates except the SEC registration statement filing fee.

Registration fee	$	54,472
Legal fees and expenses		15,000
Accounting fees and expenses		10,000
Miscellaneous (including printing expenses)		5,000
Total	$	84,472

Item 15. Indemnification of Directors and Officers.

We are a public limited company.

The following is only a general summary of certain aspects of English law and our articles of association that are related to the indemnification of directors and officers, and it does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of the U.K. Companies Act 2006 and of our articles of association.

English law does not permit a company to exempt any director or certain officers from any liability arising from negligence, default, breach of duty or breach of trust against the company. However, despite this prohibition, an English company is permitted to purchase and maintain insurance for a director or executive officer of the company against any such liability. Shareholders can ratify by ordinary resolution a director’s or certain officer’s conduct amounting to negligence, default, breach of duty or breach of trust in relation to the company. Sections 205, 206 and Chapter 7 of Part 10 of the U.K. Companies Act 2006 contain provisions protecting directors from liability.

All statutory references in this Item 15 are to the U.K. Companies Act 2006.

Section 205 provides that a company can provide a director with funds to meet expenditures incurred or to be incurred by him in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or in connection with any application for relief under Section 661(3) or (4) (relief in case of acquisition of shares by innocent nominee) or Section 1157 (relief in case of honest and reasonable conduct). The terms on which such loan or other assistance is given must include a requirement that the loan be repaid or the liability discharged if the director is convicted, judgment is given against him or the court refuses to grant the relief on the application.

Section 206 provides that a company can provide a director with funds to meet expenditures incurred or to be incurred by him in defending any investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust in relation to the company or an associated company.

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Section 232(1) makes void any provision that purports to exempt a director from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the company.

Section 232(2) makes similar provisions in respect of indemnities provided for a director, subject to three permitted types of indemnity, each discussed more fully below:

(a) liability insurance within Section 233;

(b) qualifying third-party indemnity provisions falling within Section 234; and

(c) qualifying pension scheme indemnity provisions within Section 235.

Section 233 permits liability insurance, commonly known as directors’ and officers’ liability insurance, purchased and maintained by a company for a director of the company or of an associated company against liability for negligence, default, breach of duty or breach of trust in relation to the company.

Section 234 allows for a company to provide an indemnity against liability incurred by a director to someone other than the company or an associated company. Such an indemnity does not permit indemnification against liability to pay criminal fines or civil penalties to a regulatory authority or the costs of an unsuccessful defense of criminal or civil proceedings or application for relief under Section 661 (relief in case of acquisition of shares by innocent nominee) or Section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 235 allows a company to provide an indemnity against liability incurred by a director that is a trustee of an occupational pension scheme in connection with the company’s activities as trustee of the scheme. Such an indemnity does not permit indemnification against liability to pay criminal fines or civil penalties to a regulatory authority or the costs of an unsuccessful defense of criminal or civil proceedings.

Any indemnity provided under Section 234 or Section 235 must be disclosed in the company’s annual report in accordance with Section 236, copies of such indemnification provisions made available for inspection in accordance with Section 237 and every member has a right to inspect and request such copies under Section 238.

Conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be ratified, in accordance with Section 239, by a resolution of the members of the company, disregarding the votes of the director (if a member) and any connected member.

Under our articles of association, subject to the provisions of the U.K. Companies Act 2006, we may, broadly, (i) indemnify to any extent any person who is or was a director, or a director of any associated company, directly or indirectly against any liability incurred by him whether in connection with negligence, default, breach of duty or breach of trust or otherwise by him or her in relation to the company or any associated company, or in connection with that company’s activities as a trustee of an occupational pension scheme and (ii) purchase and maintain insurance for any person who is or was a director, or a director of an associated company, against any loss or liability or any expenditure he or she may incur, whether in connection with any proven or alleged negligence, default, breach of duty or breach of trust by him or otherwise, in relation to the company or any associated company.

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We enter into deeds of indemnity with directors, executive officers and certain other officers and employees (including directors, officers and employees of subsidiaries and other affiliates). These deeds of indemnity require that the company indemnify such persons, to the fullest extent permitted by applicable law, against all losses suffered or incurred by them in the event that they are a party to or involved in any claim arising in connection with their appointment as director, officer, employee, agent or fiduciary of the company or another corporation at the request of the company.

We will arrange appropriate insurance coverage in respect of legal action against directors of the company and its consolidated subsidiaries. We will also provide protections for our and our consolidated subsidiaries’ directors against personal financial exposure they may incur in their capacity as such. These include qualifying third party indemnity provisions for the benefit of directors of the company and other such persons, including, where applicable, in their capacity as directors of our consolidated subsidiaries.

Item 16. Exhibits.

The following is a complete list of Exhibits filed as part of this registration statement.

Exhibit No.	Document
4.1	Articles of Association of Liberty Global plc, adopted by Special Resolutions passed on May 30, 2013 (incorporated by reference to Exhibit 3.1 to Liberty Global’s Current Report on Form 8-K filed June 7, 2013 (File No. 000-51360).
4.2	Form of Registration Agreement by and between Liberty Global plc and Inversiones Corp Comm 2 SpA.*
5.1	Opinion of Dorsey & Whitney (Europe) LLP regarding the legality of the securities being issued.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Dorsey & Whitney (Europe) LLP* (included in Exhibit 5.1).
24.1	Power of Attorney* (included on page II-7).

* Filed herewith

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Item 17. Undertakings.

(a) Liberty Global hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii. to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(i)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the

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Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(A) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(B) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(C) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrants; and

(D) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or

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controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Englewood, state of Colorado, on March 14, 2014.

LIBERTY GLOBAL PLC
By:	/s/ BRYAN H. HALL
	Bryan H. Hall
	Executive Vice President

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernard G. Dvorak and Bryan H. Hall and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities, to sign and file (i) any or all amendments (including post-effective amendments) to this registration statement, with all exhibits thereto, and other documents in connection therewith, and (ii) a registration statement, and any and all exhibits thereto, relating to the offering covered hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform each and every act and thing requisite or necessary to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons (which persons constitute a majority of the Board of Directors) in the capacities and on the dates indicated:

Signature	Title	Date
/s/    JOHN C. MALONE         John C. Malone	Chairman of the Board	March 14, 2014
/s/  MICHAEL T. FRIES         Michael T. Fries	President, Chief Executive Officer and Director	March 14, 2014
/s/    JOHN P. COLE         John P. Cole	Director	March 14, 2014
/s/    ANDREW J. COLE         Andrew J. Cole	Director	March 14, 2014
/s/    MIRANDA CURTIS         Miranda Curtis	Director	March 14, 2014
John W. Dick	Director
/s/    PAUL A. GOULD         Paul A. Gould	Director	March 14, 2014
/s/    RICHARD R. GREEN         Richard R. Green	Director	March 14, 2014
/s/    DAVID E. RAPLEY         David E. Rapley	Director	March 14, 2014
/s/    LARRY E. ROMRELL         Larry E. Romrell	Director	March 14, 2014
/s/    J.C. SPARKMAN         J.C. Sparkman	Director	March 14, 2014
/s/    J. DAVID WARGO         J. David Wargo	Director	March 14, 2014
/s/  CHARLES H.R. BRACKEN         Charles H.R. Bracken	Executive Vice President and Co-Chief Financial Officer (Principal Financial Officer)	March 14, 2014
/s/    BERNARD G. DVORAK         Bernard G. Dvorak	Executive Vice President and Co-Chief Financial Officer (Principal Accounting Officer)	March 14, 2014

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EXHIBIT INDEX

Exhibit No.	Document
4.1	Articles of Association of Liberty Global plc, adopted by Special Resolutions passed on May 30, 2013 (incorporated by reference to Exhibit 3.1 to Liberty Global’s Current Report on Form 8-K filed June 7, 2013 (File No. 000-51360).
4.2	Form of Registration Agreement by and between Liberty Global plc and Inversiones Corp Comm 2 SpA.*
5.1	Opinion of Dorsey & Whitney (Europe) LLP regarding the legality of the securities being issued.*
23.1	Consent of KPMG LLP.*
23.2	Consent of Dorsey & Whitney (Europe) LLP* (included in Exhibit 5.1).
24.1	Power of Attorney* (included on page II-7).

* Filed herewith

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EX-4.2

Exhibit 4.2

REGISTRATION AGREEMENT

This Registration Agreement (this “Agreement”), is made and entered into as of March 14, 2014, by and among Liberty Global plc, a public limited company organized under the laws of England and Wales (the “Company”), and Inversiones Corp Comm 2 SpA, a company by shares (sociedad por acciones) incorporated and existing under the laws of the Republic of Chile (the “Investor”).

WHEREAS, VTR Chile Holdings SpA, a company by shares (sociedad por acciones) organized and existing under the laws of the Republic of Chile and a wholly-owned subsidiary of the Company (“VTR Holdings”), the Investor and Corp Group Holding Inversiones Limitada, a limited liability company (sociedad de responsabilidad limitada) incorporated and existing under the laws of the Republic of Chile (“Guarantor”) are parties to a Stock Acquisition Agreement, dated as of March 13, 2014 (the “Purchase Agreement”), pursuant to which the Investor has purchased Class C ordinary shares of $0.01 nominal value each (“Class C Ordinary Shares”) of the Company;

WHEREAS, the Company has filed a registration statement on Form S-3 filed with the Commission (as defined below) covering the resale by the Investor of its Registrable Securities (as defined below) which became effective in accordance with the rules of the Commission;

WHEREAS, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company delivered the LGP Stock (as defined below) by book entry transfer, through the facilities of The Depository Trust & Clearing Corporation and its nominee, Cede & Co., to the Designated Account (as defined in the Purchase Agreement);

WHEREAS, this Agreement is the Registration Agreement (as defined in the Purchase Agreement) which is a deliverable at the Closing (as defined in the Purchase Agreement); and

WHEREAS, the parties hereto desire to enter into this Agreement in order set forth certain rights and obligations of the Company and the Investor with respect to such Registration Statement and resale.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Board” means the board of directors of the Company (and any successor governing body of the Company or any successor of the Company).

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“CG Documents” means the Purchase Agreement, this Agreement and each other agreement, document, instrument or certificate contemplated by the Purchase Agreement that has been or is to be executed by the Investor in connection with the consummation of the transactions contemplated by the Purchase Agreement, this Agreement and each such other agreement, document, instrument or certificate.

“Class C Ordinary Shares” has the meaning set forth in the recitals.

“Commission” means the United States Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Stock” means, collectively, the Class A ordinary shares of $0.01 nominal value each of the Company, the Class B ordinary shares of $0.01 nominal value each of the Company, and the Class C Ordinary Shares and any other common equity securities issued by the Company, and any other shares of stock issued or issuable with respect thereto (whether by way of a bonus issue, stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation or other corporate reorganization).

“Company” has the meaning set forth in the preamble.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

“Governmental Authority” means any United States federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Investor” has the meaning set forth in the preamble and shall also include a transferee of the initial Investor’s rights if such transferee has agreed to be bound by and comply with all of the terms of this Agreement, the Purchase Agreement (including all exhibits and schedules to the Purchase Agreement) and all other CG Documents in accordance with Section 10.

“LGP Stock” has the meaning set forth in the Purchase Agreement.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other legal entity.

“Prospectus” means the prospectus or prospectuses included in the Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other

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amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Purchase Agreement” has the meaning set forth in the recitals, as the same may be amended or supplemented from time to time.

“Registrable Securities” means (a) the LGP Stock received by the Investor pursuant to the Purchase Agreement and (b) any shares of Common Stock issued or issuable with respect to any shares described in clause (a) by way of a bonus issue, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration Statement covering such securities has become effective in accordance with the rules of the Commission and such securities have been disposed of by the Investor or the Investors pursuant to such effective Registration Statement, (ii) such securities are eligible to be sold under Rule 144 (or any similar provisions then in force) of the Commission under the Securities Act, (iii) such securities are otherwise transferred and no longer owned by the Investor, or (iv) such securities shall have ceased to be outstanding.

“Registration Statement” means the registration statement on Form S-3 of the Company covering the resale by the Investor of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Resale Registration” has the meaning set forth in Section 2(a).

“Rule 144” means Rule 144 of the Commission promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).

“Securities Act” means the United States Securities Act of 1933, as amended, or any successor United States federal statute, and the rules and regulations thereunder, which shall be in effect from time to time.

2. Registration.

(a)    The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement that became effective on the date hereof (the “Resale Registration”) so that it remains available for use by the Investor for not less than 90 days during the 6-month period following the date it initially became effective or such shorter period during which all Registrable Securities held by the Investor have been disposed of, provided, however, that such period shall be extended for a period of time equal to the period the Investor refrains from effecting any offering or sale under a Registration Statement at the request of the Company pursuant to Section 2(b). Notwithstanding the foregoing, the Company shall not be required to maintain the effectiveness of a Registration Statement or its availability for use by the Investor at any time after the LGP Stock shall have ceased to constitute Registrable Securities and the Company may file an amendment to such Registration Statement withdrawing or terminating the Resale Registration at any time after the LGP Stock ceases to constitute Registrable Securities in accordance with this Agreement.

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(b)    The Company may instruct the Investor not to effect any offering or sale under the Resale Registration for a reasonable period of time up to 60 days at any time when a Prospectus relating thereto is required to be delivered under the Securities Act if the Company determines in its reasonable good faith judgment that a failure to suspend use of such Resale Registration would (i) materially interfere with a significant acquisition, disposition, corporate organization, joint venture, issuance or repurchase or redemption of debt or equity securities or other significant transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) violate, or render the Company unable to comply with requirements under, the Securities Act or Exchange Act.

(c)    The Company shall not include in the Resale Registration any securities other than the Investor’s Registrable Securities without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed.

(d)    The Investor shall give the Company prompt written notice of the disposition of the LGP Stock (and any other Registrable Securities owned by the Investor) in a manner that results in all of the LGP Stock (and any such other securities) ceasing to constitute Registrable Securities.

3. Registration Procedures. The Company shall:

(a)    prepare and file with the Commission such amendments, post-effective amendments and supplements to the Registration Statement that became effective on the date hereof and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than 30 days, or if earlier, until (i) all of the Registrable Securities held by the Investor have been disposed of, or (ii) such securities are eligible to be sold under Rule 144 (or any similar provisions then in force) under the Securities Act, and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(b)    within a reasonable time before filing such Prospectus or such amendments or supplements to such Registration Statement or Prospectus, furnish to one counsel selected by the Investor copies of such documents proposed to be filed, which documents shall be subject to review and comment by such counsel;

(c)    notify the Investor, promptly after the Company receives notice thereof, of the time when a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(d)    furnish to the Investor such number of copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated by reference therein) and such other documents as the Investor may reasonably request in order to facilitate the disposition of its Registrable Securities;

(e)    use reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such United States jurisdictions as the Investor reasonably requests

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and do any and all other acts and things which may be reasonably necessary or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by the Investor; provided, that the Company shall not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 3(e);

(f)    notify the Investor, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of the Investor, but subject to Section 2, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(g)    cause such Registrable Securities to be listed on the NASDAQ Global Select Market;

(h)    otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than 75 days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

(i)    advise the Investor, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

4.    Expenses. All expenses incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration and filing fees, expenses of any audits incident to or required by any such registration, fees and expenses of complying with securities and “blue sky” laws, printing expenses, fees and expenses of the Company’s counsel, shall be paid by the Company.

5.    Indemnification.

(a)    The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Investor and its officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons within the meaning of Section 15 of

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the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of the Investor expressly for use therein or by the Investor’s failure to deliver a copy of the Registration Statement, Prospectus, free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished the Investor with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities.

(b)    In connection with any registration in which the Investor is participating, the Investor shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the Company and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Investor.

(c)    Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 5, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are

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subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, at the expense of the indemnifying party. The indemnifying party shall not consent to entry of any judgment or enter into any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of the claim or litigation to which the judgment or settlement relates for which the indemnified party would be entitled to indemnification hereunder, or (ii) includes, without the indemnified party’s consent, either (x) a statement constituting an express or implied admission of fault or culpability by or on behalf of such indemnified party, or (y) any provision purporting to commit such indemnified party to take, or refrain from taking, any action in the future (other than any action with respect to the claims or litigation subject to such settlement).

(d)    If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other

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things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.

6.    Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a)    use reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(b)    furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act.

7.    Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities held by the Investor; provided that the provisions of Sections 4, 5, 8, 15 and 16 and this Section 7 shall survive any such termination.

8.    Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8).

If to the Company: Liberty Global plc 38 Hans Crescent London SW1X 0LZ, United Kingdom Attention: General Counsel   With a copy to:   Dorsey & Whitney LLP 1400 Wewatta Street

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	Suite 400 Denver, Colorado 80202 United States of America Attention: Paul Thompson / Whitney Holmes Facsimile: +1 (303) 629-3450 E-mail: thompson.paul@dorsey.com
If to the Investor:	Inversiones Corp Comm 2 SpA Rosario Norte 660, piso 22 Las Condes Santiago Chile Attention: Pilar Dañobeitia Estades Facsimile: +56 (2) 2660-6109 With a copy to: Dechert LLP 1095 Avenue of the Americas, 28th floor New York, New York 10019 United States of America Attention: Howard Kleinman Facsimile: +1 (212) 698 0667 E-mail: howard.kleinman@dechert.com

9.    Entire Agreement. This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement, the terms and conditions of this Agreement shall control.

10.    Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Company nor the Investor may assign its rights hereunder without the prior consent of the other; provided that the Company will not unreasonably withhold or delay its consent to one assignment by the Investor of its rights here under in connection with the pledge or grant of a security interest in the LGP Stock to a transferee that agrees by written instrument satisfactory to the Company to be bound by all of the provisions of this Agreement, the Purchase Agreement (including any related exhibits and schedules to the Purchase Agreement) and all other CG Documents applicable to the initial Investor.

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11.    No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

12.    Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13.    Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived only with the prior written consent of the Company and the Investor. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14.    Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15. Governing Law; Submission to Jurisdiction.

(a)    This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and Borough of Manhattan, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)    Investor appoints CorpBanca New York Branch to be its agent for service of process, with offices currently located at 845 Third Avenue, 5th Floor, New York, NY, 10022, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any

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such suit or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby. The Company irrevocably appoints Law Debenture Corporate Services Inc. to be its agent for service of process, with offices at the date of this Agreement at 400 Madison Avenue, 4th Floor, New York, NY 10017, as its authorized agent in the Borough of Manhattan in the City of New York upon which process may be served in any such suit or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby. If any time CorpBanca New York Branch or Law Debenture Corporate Services Inc. ceases for any reason to act as agent for service of process for Investor or the Company, respectively, the relevant party shall appoint a replacement agent having an address for service in the Borough of Manhattan in the City of New York and shall notify the other party of the name and address of the replacement agent. Failing such appointment and notification, the other party shall be entitled by notice to the relevant party to appoint a replacement agent to act on behalf of the relevant party. The provisions of this Section 15(b) applying to service on an agent apply equally to service on a replacement agent. Each of the Investor and the Company further agrees that service of process upon the agent for service of process, and written notice of such service to the agent for service of process, by the Person serving the same to the address provided in Section 8, shall be deemed in every respect effective service of process in any such suit or proceeding.

16.    Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 16.

17.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Agreement on the date first written above.

Liberty Global plc

By                                                                     

Name:

Title:

Inversiones Corp Comm 2 SpA

By                                                                     

Name:

Title:

EX-5.1

Exhibit 5.1

14 March 2014

Liberty Global plc

38 Hans Crescent

London

SW1X 0LZ

Dear Sirs,

Registration Statement on Form S-3 – Exhibit 5.1

1. INTRODUCTION

1.1 We are acting as English legal advisers to Liberty Global plc (the “Company”), an English public company in connection with the acquisition (“Acquisition”) by a wholly owned subsidiary of the Company, VTR Chile Holdings SpA (the “Buyer”), of all of the outstanding capital stock not currently owned by the Company or any of its subsidiaries of each of VTR GlobalCom SpA and VTR Wireless SpA (together the “Target Shares”) from Inversiones Corp Comm 2 SpA (the “Seller”) and in connection with the preparation and filing of the draft registration statement on Form S-3 (such draft registration statement, as amended, including the documents incorporated by reference therein, the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

1.2 The purchase price for the Target Shares shall be satisfied by the allotment and issue of shares in the Company. It is proposed that the Company will issue 10,091,178 Class C ordinary shares of $0.01 nominal value per share (the “Shares”) to the Seller or to such person or persons as the Seller directs as consideration for the Target Shares.

1.3 In connection with the Registration Statement, we have been asked to provide an opinion on certain matters, as set out below. We have taken instructions in this regard solely from the Company.

2. DOCUMENTS EXAMINED AND SEARCHES CONDUCTED

2.1 For the purpose of giving this opinion, we have examined the following documents and records, and made the following searches and enquiries:

(a) a copy of the draft Registration Statement to be filed with the Securities and Exchange Commission on 14 March 2014;

14 March 2014

(b) a signed copy of an irrevocable undertaking from the Buyer to the Company to pay cash to the Company of an amount equal to the purchase price for the Target Shares in consideration for the allotment and issue by the Company to the Seller of the Shares dated 13 March 2014 (the “Undertaking”);

(c) a signed copy of the stock acquisition agreement between the Buyer, the Seller and Corp Group Holding Inversiones Limitada dated 13 March 2014 (“Stock Acquisition Agreement”);

(d) copies of the Company’s certificate of incorporation, certificate of incorporation on change of name and articles of association (adopted on 30 May 2013), each existing as at the date of this opinion;

(e) a copy of the minutes of the meeting of the board of the directors of the Company held on 20 February 2014 recording resolutions to approve the Acquisition and the allotment and issue of the Shares;

(f) a certificate addressed to us, signed by an officer of the Company, dated 14 March 2014 (the “Certificate”);

(g) the results of our search on 14 March 2014 of the Company’s public records held by the Registrar of Companies (the “Company Search”); and

(h) the results of our enquiry by telephone at the Companies Court in London of the Central Index of Winding Up Petitions on 14 March 2014 at approximately 10.15 a.m. with respect to the Company (the “Winding up Search”).

2.2 The documents, records, searches and enquiries referred to above are the only documents and records we have examined and the only searches and enquiries we have carried out for the purposes of giving this opinion.

3. SCOPE

3.1 This opinion is limited to the laws of England and Wales as applied by the English courts as at the date of this letter. We have not investigated, and do not express or imply any opinion in relation to, the laws of any other jurisdiction and we do not express any opinion on European Community law as it affects any jurisdiction other than England and Wales.

3.2 We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this letter that may affect the opinion expressed herein.

3.3 The opinion given in this letter is strictly limited to the matters stated in paragraph 5 and does not extend to, and is not to be read as extended by implication to, any other matters. We express no opinion as to whether a foreign court (applying its own conflict law) will act in accordance with any agreement by the Company, the Buyer and/or the Seller in connection with the issuance of the Shares as to jurisdiction and/or law. We express no opinion as to matters of fact.

3.4 This opinion shall be governed by and construed in accordance with English law.

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14 March 2014

4. ASSUMPTIONS

In giving this opinion, we have assumed (without making investigation):

4.1 the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us (whether as originals or copies and whether in electronic form or otherwise) and that such documents remain accurate, up to date and have not been amended or any provision thereof varied or waived since the date of submission to us;

4.2 that all copy documents submitted to us are complete and conform to the originals;

4.3 that the Buyer has capacity, power and authority to enter into and perform its obligations under both the Undertaking and the Stock Acquisition Agreement (together the “Documents”), that each Document has been duly executed and delivered in compliance with all requisite corporate authorisations of the Buyer and that the obligations of the Buyer thereunder are binding under all applicable laws;

4.4 that all statements contained in the Certificate are true and correct as at the date of this letter and will remain so as at the date of allotment and issue of the Shares (the “Allotment Date”);

4.5 that in accordance with the Undertaking the Buyer has paid the Company on or prior to the Allotment Date, or will pay the Company upon the earlier of 30 June 2014 or a written demand by the Company, sufficient cash to issue the Shares fully paid;

4.6 that on the Allotment Date the Company has complied with all applicable laws to allot and issue the Shares;

4.7 that the information revealed by the Company Search was and remains complete, accurate and up to date in all respects as at the date of this letter and will remain so as at the Allotment Date;

4.8 that the information revealed by our Winding up Search was accurate in all respects and has not since the time of such enquiry been altered;

4.9 that no additional matters would have been disclosed by company searches at the Registrar of Companies or the Companies Court being carried out since the carrying out of the searches and enquiries referred to in paragraph 2.1 above which would affect the opinion stated below and that the particulars disclosed by our searches and enquiries are true, accurate, complete and up to date;

4.10 that no step has been taken to wind up, strike off or dissolve the Company or appoint an administrator or receiver or nominee or supervisor in respect of a company voluntary arrangement or similar official in respect of the Company or any of its assets or revenues or to obtain a moratorium which has not been revealed by our searches referred to above;

4.11 that as at the date of this letter the Buyer is solvent and will remain so for as long as it owes money to the Company pursuant to the Undertaking and that no step has been taken to wind up, strike off or dissolve (or any analogous process under Chilean law) the Buyer or appoint an administrator or receiver or nominee or supervisor in respect of a company voluntary arrangement or similar official in respect of the Buyer or any of its assets or revenues or to obtain a moratorium; and

4.12 that the term “non-assessable”, which has no recognised meaning in English law, for the purposes of this letter means that, under the Companies Act 2006 (as amended), the articles of association of the Company and any resolution taken under the articles of association of the

3

14 March 2014

Company approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional assessments or calls for further funds by the Company or any other person.

5. OPINION

Based upon the foregoing and subject to any matters not disclosed to us and to the assumptions and qualifications set out in this letter, we are of the opinion that the Shares will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Shares are issued in accordance with the Stock Acquisition Agreement; and (iii) valid entries in the books and registers of the Company have been made.

6. QUALIFICATIONS

The opinion given in paragraph 5 of this letter is subject to the qualifications and reservations set out below.

6.1 The Company Search is not capable of revealing conclusively whether or not:

(a) a winding-up order has been made or a resolution passed for the winding up of the Company;

(b) an administration order has been made;

(c) a receiver, administrative receiver, administrator or liquidator has been appointed; or

(d) a court order has been made under the Cross Border Insolvency Regulations 2006,

since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, there may be a delay in the relevant notice appearing on the file of the company concerned.

In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented, or whether or not any documents for the appointment of, or notice of intention to appoint, an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court.

6.2 The Winding up Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding- up order by a court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:

(a) details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Index of Winding Up Petitions immediately;

(b) in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Index of Winding Up Petitions;

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14 March 2014

(c) a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Index of Winding Up Petitions, and the making of such order may not have been entered on the records immediately;

(d) details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

(e) with regard to winding-up petitions, the Central Index of Winding Up Petitions may not have records of winding-up petitions issued prior to 1994.

6.3 With regard to the opinion expressed in paragraph 5 of this letter that the Shares are fully paid, we have relied solely upon statements to that effect in the Certificate (which statements we have assumed to be correct), and we have not carried out any further investigation thereof.

7. CONSENT TO FILING

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our firm included or made a part of the Registration Statement in respect thereto.

Yours faithfully,

/s/ DORSEY & WHITNEY (EUROPE) LLP

Dorsey & Whitney (Europe) LLP

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Liberty Global plc:

We consent to the use of our reports dated February 13, 2014, with respect to the consolidated balance sheets of Liberty Global plc and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive earnings (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013, the related financial statement schedules I and II, and the effectiveness of Liberty Global plc and subsidiaries’ internal control over financial reporting as of December 31, 2013, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement on Form S-3.

/s/ KPMG LLP

Denver, Colorado

March 11, 2014