Obligation Virgin Media 5.5% ( XS1047441503 ) en GBP

Virgin Media

102.882 % ⇌

Royaume-Uni

XS1047441503 ( en GBP )

5.5% par an ( paiement annuel )

14/01/2025

Prospectus brochure de l'obligation Virgin Media XS1047441503 en GBP 5.5%, échéance 14/01/2025

100 000 GBP

430 000 000 GBP

15/07/2024 ( Dans 58 jours )

L'Obligation émise par Virgin Media ( Royaume-Uni ) , en GBP, avec le code ISIN XS1047441503, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/01/2025

LISTING PARTICULARS

$425,000,000 5 1/2% Senior Secured Notes Due 2025
£430,000,000 5 1/2% Senior Secured Notes Due 2025
£225,000,000 6 1/4% Senior Secured Notes Due 2029
_______________________________
issued by
Virgin Media Secured Finance PLC

Virgin Media Secured Finance PLC ("Virgin Media Secured Finance" or the "Issuer") offered
$425,000,000 aggregate principal amount of its 5 1/2% Senior Secured Notes due 2025 (the "Dollar Notes"),
£430,000,000 aggregate principal amount of its 5 1/2% Senior Secured Notes due 2025 (the "2025 Sterling Notes")
and £225,000,000 aggregate principal amount of its 6 1/4% Senior Secured Notes due 2029 (the "2029 Sterling
Notes" and, together with the 2025 Sterling Notes, the "Sterling Notes" and, together with the Dollar Notes, the
"Notes"). The 2025 Sterling Notes bear interest at a rate of 5.500% per annum, the 2029 Sterling Notes bear interest
at a rate of 6.250% per annum and the Dollar Notes bear interest at a rate of 5.500% per annum. The 2025 Sterling
Notes and the Dollar Notes mature on January 15, 2025. The 2029 Sterling Notes mature on March 28, 2029.
Interest on the Notes is payable semi-annually on each January 15 and July 15, beginning on January 15, 2015.
Some or all of the Notes may be redeemed at any time prior to January 15, 2019 (with respect to the 2025
Sterling Notes and the Dollar Notes) and January 15, 2021 (with respect to the 2029 Sterling Notes) at a price equal
to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to (but excluding) the
redemption date and a "make-whole" premium, as described in this listing particulars. The Notes may be redeemed
at any time on or after January 15, 2019 (with respect to the 2025 Sterling Notes and the Dollar Notes) and January
15, 2021 (with respect to the 2029 Sterling Notes) at the redemption prices set forth in this listing particulars. In
addition, at any time prior to January 15, 2017, we may redeem up to 40% of the Notes with the net proceeds of one
or more specified equity offerings at the redemption prices set forth in this listing particulars. Prior to January 15,
2019 (with respect to the 2025 Sterling Notes and the Dollar Notes) and January 15, 2021 (with respect to the 2029
Sterling Notes), during each 12-month period commencing on the Issue Date (as defined below), the Issuer may
redeem up to 10% of the principal amount of the Notes at a redemption price equal to 103% of the principal amount
thereof plus accrued and unpaid interest to (but excluding) the redemption date. In the event of a change of control
or sale of certain assets, the Issuer may be required to make an offer to purchase the relevant Notes. In the event of
certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the relevant Notes. See
"Description of the Notes" for more information.
The Notes are senior obligations of the Issuer. The Notes rank equally in right of payment with all existing
and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and are senior in right
of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes.
The Notes are guaranteed on a senior basis by Virgin Media Inc. ("Virgin Media") and certain of its
subsidiaries (the "Guarantors") and are secured by the same property and assets that secure the Existing Senior
Secured Notes and the VM Credit Facility (each as defined herein) (the "Collateral").
The Sterling Notes are in registered form in the denomination of £100,000 and integral multiples of £1,000
in excess thereof. The Dollar Notes are in registered form in the denomination of $200,000 and integral multiples of
$1,000 in excess thereof. The Notes are represented by one or more global notes, which have been delivered through
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), Clearstream Banking, société
anonyme ("Clearstream") and The Depository Trust Company ("DTC") on March 28, 2014 (the "Issue Date").
See "Risk Factors" beginning on page 13 for a discussion of certain risks that you should consider in connection
with an investment in any of the Notes.
41726807_5

Neither the Notes nor the guarantees of the Notes have been, or will be, registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Issuer is offering the Notes
only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the Securities Act and to non-U.S.
persons outside the United States in compliance with Regulation S under the Securities Act. For a description of certain
restrictions on the transfer of the Notes, see "Plan of Distribution" and "Transfer Restrictions."
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on
the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market, which is not a regulated
market (as defined by Article 1(13) of Directive 93/22/EEC). This listing particulars constitutes a prospectus for
purposes of the Luxembourg law dated July 10, 2005 on prospectuses for securities as amended. This listing
particulars shall only be used for the purposes for which it has been published.
This listing particulars includes additional information on the terms of the Notes, including redemption and
repurchase prices, covenants and transfer restrictions.
Issue price for the Dollar Notes: 100.000% plus accrued interest from the Issue Date.
Issue price for the 2025 Sterling Notes: 100.000% plus accrued interest from the Issue Date.
Issue price for the 2029 Sterling Notes: 100.000% plus accrued interest from the Issue Date.
Joint Bookrunners

Deutsche Bank
Barclays
Credit Suisse Goldman Sachs International UBS Investment Bank

The date of this listing particulars is March 28, 2014.
41726807_5

You should rely only on the information contained in this listing particulars. Neither the Issuer nor any
of the Initial Purchasers has authorized anyone to provide you with different information. Neither the Issuer
nor any of the Initial Purchasers is making an offer of the Notes in any jurisdiction where this offer is not
permitted. You should not assume that the information contained in this listing particulars is accurate at any
date other than the date on the front of this listing particulars.
TABLE OF CONTENTS
SUMMARY .................................................................................................................................................................. 1
RISK FACTORS ......................................................................................................................................................... 13
USE OF PROCEEDS .................................................................................................................................................. 30
CAPITALIZATION .................................................................................................................................................... 31
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA .............................................................. 33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 36
BUSINESS .................................................................................................................................................................. 65
MANAGEMENT ........................................................................................................................................................ 79
PRINCIPAL SHAREHOLDER .................................................................................................................................. 81
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .......................................................... 82
DESCRIPTION OF THE INTERCREDITOR DEEDS .............................................................................................. 84
DESCRIPTION OF OTHER DEBT ........................................................................................................................... 97
DESCRIPTION OF THE NOTES ............................................................................................................................. 102
BOOK-ENTRY SETTLEMENT AND CLEARANCE ............................................................................................ 188
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .......................................................................... 194
TRANSFER RESTRICTIONS .................................................................................................................................. 205
PLAN OF DISTRIBUTION ...................................................................................................................................... 210
LEGAL MATTERS .................................................................................................................................................. 213
INDEPENDENT AUDITORS .................................................................................................................................. 214
ENFORCEABILITY OF CIVIL LIABILITIES ........................................................................................................ 215
LISTING AND GENERAL INFORMATION .......................................................................................................... 216
GLOSSARY ............................................................................................................................................................. G-1
SCHEDULE I--LIST OF GUARANTORS .......................................................................................................... S-14
INDEX TO FINANCIAL INFORMATION ........................................................................................................... F-14

i
41726807_5

For certain legal and other information regarding the Issuer provided in connection with the listing
of the Notes on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market,
please refer to "Listing and General Information."
We have not authorized any dealer, salesperson or other person to give any information or represent
anything to you other than the information contained in this listing particulars. You must not rely on
unauthorized information or representations.
This listing particulars does not offer to sell or solicit offers to buy any of the securities in any
jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person
who cannot legally be offered the securities.
The information in this listing particulars is current only as of the date on the cover page, and may
change after that date. For any time after the cover date of this listing particulars, we do not represent that
our affairs are the same as described or that the information in this listing particulars is correct, nor do we
imply those things by delivering this listing particulars or selling securities to you.
________________________________
The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are
permitted. The Issuer is offering the Notes in reliance on exemptions from the registration requirements of the
Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The
Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange
Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC or any such
securities commission or authority passed upon the accuracy or adequacy of this listing particulars. Any
representation to the contrary is a criminal offense in the United States.
This listing particulars is being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that we reasonably believe to be qualified institutional buyers as defined
in Rule 144A under the Securities Act, and (ii) to certain persons in offshore transactions complying with Rule 903
or Rule 904 of Regulation S under the Securities Act. The use of this listing particulars for any other purpose is not
authorized.
This listing particulars is for distribution only to persons who (i) are investment professionals, as such term
is defined in Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United
Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or
sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This listing particulars is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to
which this listing particulars relates is available only to relevant persons and will be engaged in only with relevant
persons.
This listing particulars has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive"), as implemented in member
states of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of the
Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do
so in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to produce a
prospectus for such offer. Neither the Issuer nor the Initial Purchasers have authorized, nor do they authorize, the
making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers
which constitute the final placement of the Notes contemplated in this listing particulars.
ii
41726807_5

The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and
"Transfer Restrictions." By purchasing any Notes, you will be deemed to have made certain acknowledgments,
representations and agreements as described in those sections of this listing particulars. You may be required to bear
the financial risks of investing in the Notes for an indefinite period of time.
We have prepared this listing particulars solely for use in connection with this offering and for applying to
the Luxembourg Stock Exchange for the Notes to be listed on its Official List and for trading on the Euro MTF
Market of the Luxembourg Stock Exchange.
You are not to construe the contents of this listing particulars as investment, legal or tax advice. You should
consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a
purchase of the Notes. You are responsible for making your own examination of us and your own assessment of the
merits and risks of investing in the Notes. We are not, and the Initial Purchasers are not, making any representations
to you regarding the legality of an investment in the Notes by you.
The information contained in this listing particulars has been furnished by us and other sources we believe
to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy
or completeness of any of the information set out in this listing particulars, and nothing contained in this listing
particulars is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or
the future. This listing particulars contains summaries, believed to be accurate, of some of the terms of specified
documents, but reference is made to the actual documents, copies of which will be made available by us upon
request, for the complete information contained in those documents. Copies of such documents and other
information relating to the issuance of the Notes will also be available for inspection at the specified offices of the
Luxembourg paying agent. All summaries of the documents contained herein are qualified in their entirety by this
reference. You agree to the foregoing by accepting this listing particulars.
The Issuer accepts responsibility for the information contained in this listing particulars and has made all
reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information
contained in this listing particulars with regard to the Issuer, each of its subsidiaries and affiliates, and the Notes is
true and accurate in all material respects, that the opinions and intentions expressed in this listing particulars are
honestly held, and we are not aware of any other facts the omission of which would make this listing particulars or
any statement contained herein misleading in any material respect.
No person is authorized in connection with any offering made pursuant to this listing particulars to give any
information or to make any representation not contained in this listing particulars, and, if given or made, any other
information or representation must not be relied upon as having been authorized by us or the Initial Purchasers. The
information contained in this listing particulars is current at the date hereof. Neither the delivery of this listing
particulars at any time nor any subsequent commitment to enter into any financing shall, under any circumstances,
create any implication that there has been no change in the information set out in this listing particulars or in our
affairs since the date of this listing particulars.
The distribution of this listing particulars and the offer and sale of the Notes may be restricted by law in
some jurisdictions. Persons into whose possession this listing particulars or any of the Notes come must inform
themselves about, and observe any restrictions on the transfer and exchange of the Notes. See "Plan of Distribution"
and "Transfer Restrictions."
This listing particulars does not constitute an offer to sell or an invitation to subscribe for or purchase any
of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which
you buy, offer or sell any Notes or possess this listing particulars. You must also obtain any consents or approvals
that you need in order to purchase any Notes. The Issuer and the Initial Purchasers are not responsible for your
compliance with these legal requirements. You may be required to bear the financial risks of investing in the Notes
for an indefinite period of time.

iii
41726807_5

STABILIZATION
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH WITH
RESPECT TO THE DOLLAR NOTES AND DEUTSCHE BANK SECURITIES INC. WITH RESPECT TO THE
STERLING NOTES (EACH A "STABILIZING MANAGER" AND TOGETHER THE "STABILIZING
MANAGERS") (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) MAY OVER ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE
IS NO ASSURANCE THAT THE STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF A
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
The Notes are initially available in book-entry form only. The Notes are represented by one or more global
notes, which were delivered through DTC, Euroclear and Clearstream (together, the "Clearing Systems" and each a
"Clearing System"), as applicable.
The Notes offered and sold in the United States to QIBs (as defined in Rule 144A) in reliance upon Rule
144A are represented by beneficial interests in one or more permanent global notes in fully registered form without
interest coupons. The Notes offered and sold outside the United States to non-U.S. persons (as defined in Regulation
S) pursuant to Regulation S are initially represented by beneficial interests in one or more temporary global notes in
registered global form. Interests in the temporary Regulation S global notes will be exchangeable for interests in one
or more corresponding permanent Regulation S global notes in registered global form not earlier than the later of (i)
the "distribution compliance period" as defined in Regulation S and (ii) the first day on which certification of non-
U.S. ownership is provided to the trustee as described under "Book-Entry, Settlement and Clearance--Transfers."
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU
THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS
NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE
TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN IN
CONNECTION WITH THE MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED
ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
iv
41726807_5

Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this listing particulars under "Transfer Restrictions." The Notes have not
been and will not be registered under the Securities Act or the securities laws of any state of the United States and
are subject to certain restrictions on transfer and resale. Prospective purchasers are hereby notified that the seller of
any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see "Transfer
Restrictions." The Notes may not be offered to the public within any jurisdiction. By accepting delivery of this
listing particulars, you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each Initial Purchaser has represented and agreed that with effect from and including
the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date"), it has not made and will not make an offer of Notes which are the subject of the offering
contemplated by this listing particulars to the public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by the
Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no
such offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospective Directive other than in reliance of Article 3(2)(b).
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any Notes
in any Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the
Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State, the expression "Prospectus Directive" means Directive 2003/71/EC and
amendments hereto, including the 2010 PD Amending Directive to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State will
be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely
upon the trust and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the
above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing
may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
United Kingdom This listing particulars is directed solely at persons who (i) are outside the United
Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Promotion
Order (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA)
in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This listing particulars must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this
v
41726807_5

listing particulars relates is available only to relevant persons and will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this listing particulars or any of its contents.
Italy None of this listing particulars or any other documents or materials relating to the Notes have been or
will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
Therefore, the Notes may only be offered or sold in the Republic of Italy ("Italy") pursuant to an exemption under
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended and article 35-
bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, the Notes are not
addressed to, and neither the listing particulars nor any other documents, materials or information relating, directly
or indirectly, to the Notes can be distributed or otherwise made available (either directly or indirectly) to any person
in Italy other than to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of
CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time, acting on their own account.
Switzerland The Notes offered hereby are being offered in Switzerland on the basis of a private placement
only. This listing particulars does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal
Code of Obligations.

The Netherlands The Notes (including rights representing an interest in each global note that represents the
Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus relating to
the offer is available to the public which is approved by the Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten) or by a supervisory authority of another member state of the European Union (the "EU").
Article 5:3 Financial Supervision Act (the "FSA") and article 53 paragraph 2 and 3 Exemption Regulation FSA
provide for several exceptions to the obligation to make a prospectus available such as an offer to qualified investors
within the meaning of article 5:3 FSA.
Grand Duchy of Luxembourg The terms and conditions relating to this listing particulars have not been
approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission
de Surveillance du Secteur Financier) for purposes of a public offering or sale in the Grand Duchy of Luxembourg
("Luxembourg"). Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, and neither this listing particulars nor any other circular, prospectus, form of application, advertisement or
other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except for
the sole purpose of the admission to trading and listing of the Notes on the Official List of the Luxembourg Stock
Exchange and except in circumstances which do not constitute a public offer of securities to the public, subject to
prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities
(the "Prospectus Act") and implementing the Prospectus Directive, consequently, this listing particulars, any other
offering circular, prospectus, form of application, advertisement or other material may only be distributed to
(i) Luxembourg qualified investors as defined in the Prospectus Act and (ii) no more than 149 prospective investors,
which are not qualified investors.
Austria This listing particulars has not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this listing particulars nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither
this listing particulars nor any other document connected therewith may be distributed, passed on or disclosed to any
other person in Austria. No steps may be taken that would constitute a public offering of the Notes in Austria and
the offering of the Notes may not be advertised in Austria. Any offer of the Notes in Austria will only be made in
compliance with the provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria
applicable to the offer and sale of the Notes in Austria.
Germany The Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29,
2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. The
listing particulars has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or
the Directive 2003/71/EC and accordingly the Notes may not be offered publicly in Germany.
vi
41726807_5

France This listing particulars has not been prepared in the context of a public offering in France within
the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement Général
of the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the AMF.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and
sales of the Notes will only be made in France to providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le
compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle
restreint d'investisseurs) acting for their own accounts, as defined in and in accordance with Articles L. 411-2 and
D. 411-1 of the Code of Monétaire et Financier. Neither this listing particulars nor any other offering material may
be distributed to the public in France.
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and
therefore the Notes may not be offered, sold or distributed in Spain by any means, except in circumstances which do
not qualify as a public offer of securities in Spain in accordance with article 30 bis of the Securities Market Act
("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or pursuant to an exemption from
registration in accordance with article 41 of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de
noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia
de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción
y del folleto exigible a tales efectos").
THIS LISTING PARTICULARS CONTAINS IMPORTANT INFORMATION THAT YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.

vii
41726807_5

CURRENCY PRESENTATION AND DEFINITIONS
In this listing particulars: (i) £, sterling, or pound sterling refer to the lawful currency of the United
Kingdom and (ii) "U.S. dollars," "US$" and "$" refer to the lawful currency of the United States.
Definitions
As used in this listing particulars:
"2018 VM Dollar Senior Secured Notes" refers to Issuer's $1 billion original aggregate principal amount of
6.50% senior secured notes due 2018.
"2018 VM Senior Secured Notes" refers collectively to the 2018 VM Dollar Senior Secured Notes and the
2018 VM Sterling Senior Secured Notes.
"2018 VM Sterling Senior Secured Notes" refers to Issuer's £875 million aggregate original principal
amount of 7.00% senior secured notes due 2018, which will be redeemed with the proceeds of the offering.
"2019 VM Dollar Senior Notes" refers to VM FinanceCo's $600 million aggregate original principal
amount of 8.375% senior notes due 2019.
"2019 VM Senior Notes" refers collectively to the 2019 VM Dollar Senior Notes and the 2019 VM Sterling
Senior Notes.
"2019 VM Sterling Senior Notes" refers to VM FinanceCo's £350 million aggregate original principal
amount of 8.875% senior notes due 2019.
"2022 VM 4.875% Dollar Senior Notes" refers to VM FinanceCo's $900 million aggregate original
principal amount of 4.875% senior notes due 2022.
"2022 VM 5.25% Dollar Senior Notes" refers to VM FinanceCo's $500 million aggregate original
principal amount of 5.25% senior notes due 2022.
"2022 VM Senior Notes" refers collectively to the 2022 VM 5.25% Dollar Senior Notes, the 2022 VM
4.875% Dollar Senior Notes and the 2022 VM Sterling Senior Notes.
"2022 VM Sterling Senior Notes" refers to VM FinanceCo's £400 million aggregate original principal
amount of 5.125% senior notes due 2022.
"2023 VM Dollar Senior Notes" refers to VM FinanceCo's $530 million aggregate original principal
amount of 6.375% senior notes due 2023.
"2023 VM Senior Notes" refers collectively to the 2023 VM Dollar Senior Notes and the 2023 VM Sterling
Senior Notes.
"2023 VM Sterling Senior Notes" refers to VM FinanceCo £250 million aggregate original principal
amount of 7.00% senior notes due 2023.
"April 2021 VM Dollar Senior Secured Notes" refers to Issuer's $1 billion aggregate original principal
amount of 5.375% senior secured notes dues 2021.
"April 2021 VM Senior Secured Notes" refers collectively to the April 2021 VM Dollar Senior Secured
Notes and the April 2021 VM Sterling Senior Secured Notes.
viii
41726807_5