Obligation Virgin Media 5% ( XS1555173019 ) en GBP

Virgin Media

97.21 % ▲

Royaume-Uni

XS1555173019 ( en GBP )

5% par an ( paiement annuel )

14/04/2027

Prospectus brochure de l'obligation Virgin Media XS1555173019 en GBP 5%, échéance 14/04/2027

100 000 GBP

675 000 000 GBP

15/10/2024 ( Dans 150 jours )

L'Obligation émise par Virgin Media ( Royaume-Uni ) , en GBP, avec le code ISIN XS1555173019, paye un coupon de 5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/04/2027

LISTING PARTICULARS

£675,000,000 5% Senior Secured Notes due 2027
issued by
Virgin Media Secured Finance PLC

Virgin Media Secured Finance PLC ("Virgin Media Secured Finance" or the "Issuer") offered £675,000,000 aggregate principal
amount of its 5% Senior Secured Notes due 2027 (the "Notes").
The Notes bear interest at a rate of 5.0% per annum. The Notes mature on April 15, 2027. Interest on the Notes is payable semi-annually
on each April 15 and October 15, beginning on October 15, 2017.
Some or all of the Notes may be redeemed at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the
Notes redeemed plus accrued and unpaid interest to (but excluding) the date of redemption and a "make-whole" premium, as described elsewhere in
these listing particulars (the "listing particulars"). The Notes may be redeemed at any time on or after April 15, 2022 at the redemption prices set
forth elsewhere in these listing particulars. In addition, at any time prior to April 15, 2020 we may redeem up to 40% of the applicable Notes with the
net proceeds of one or more specified equity offerings at the redemption prices set forth elsewhere in these listing particulars. Prior to April 15, 2022,
during each 12-month period commencing on the Issue Date (as defined in these listing particulars), up to 10% of the principal amount of the Notes
may be redeemed at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid interest to (but excluding) the date of
redemption. In the event of a change of control or sale of certain assets, we may be required to make an offer to purchase the Notes. In the event of
certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the 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 listed in Schedule I of
these listing particulars, including, among others, Virgin Media Finance PLC ("Virgin Media Finance"), Virgin Media Investment Holdings Limited
("VMIH"), Virgin Media Investments Limited ("VMIL") and Virgin Media Senior Investments Limited (collectively, the "Guarantors" and such
guarantees the "Guarantees") and 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 Collateral consists of (i) share pledges of all of the capital stock of the Issuer and, on and after the
Asset Security Release Date referred to below, each of the Guarantors (except for Virgin Media and other than Excluded Assets (as defined herein))
(the "Stock Collateral") and (ii) a pledge of rights of the relevant creditors in relation to certain Subordinated Shareholder Loans (as defined herein)
(the "Receivables Collateral"). In addition, the Collateral also consists of, initially, liens on substantially all of the assets of VMIH, the Issuer and
each of the Guarantors (except for Virgin Media and other than Excluded Assets) (collectively, the "Asset Collateral"), provided that the Asset
Collateral is expected to be released at such time as all other liens on the Asset Collateral securing other indebtedness of VMIH and any Restricted
Subsidiary (as defined herein) are simultaneously released in accordance with the terms of such indebtedness (such date of release, the "Asset
Security Release Date").
The Notes are in registered form in the denomination of £100,000 and integral multiples of £1,000 in excess thereof. The Notes were
represented on issue by one or more global notes, which were delivered through Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), Clearstream Banking, société anonyme ("Clearstream") on February 1, 2017 (the "Issue Date").
See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider in connection with an
investment in any of the Notes.
Neither the Notes nor the Guarantees of the Notes have been, or will be, registered under the U.S. Securities Act, or the securities
laws of any other jurisdiction. The Issuer offered the Notes only to qualified institutional buyers ("QIBs") in accordance with Rule 144A
under the U.S. Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S under the U.S. 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. These listing particulars constitute a prospectus of the Luxembourg law dated
July 10, 2005 on prospectuses for securities as amended. These listing particulars shall only be used for the purposes for which they have been
published.
These listing particulars include additional information on the terms of the Notes, including redemption and repurchase prices, covenants
and transfer restrictions.

Issue price for the Notes: 100.000%.

Joint Bookrunners
Deutsche Bank
Banca IMI
Barclays
Citigroup
Credit Suisse
HSBC
Mediobanca
NatWest Markets
Nomura
RBC Capital Markets
UBS Investment Bank

The date of these listing particulars is February 8, 2017.

You should rely only on the information contained in these 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 these listing
particulars is accurate at any date other than the date on the front of these listing particulars.
TABLE OF CONTENTS
SUMMARY ............................................................................................................................................................... 1
RISK FACTORS ...................................................................................................................................................... 17
USE OF PROCEEDS ............................................................................................................................................... 35
CAPITALIZATION ................................................................................................................................................. 36
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA ........................................................ 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................................ 42
BUSINESS ............................................................................................................................................................... 82
MANAGEMENT ................................................................................................................................................... 100
PRINCIPAL SHAREHOLDER ............................................................................................................................ 102
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................... 103
DESCRIPTION OF THE INTERCREDITOR DEEDS ....................................................................................... 108
DESCRIPTION OF OTHER DEBT ..................................................................................................................... 120
DESCRIPTION OF THE NOTES ......................................................................................................................... 130
BOOK-ENTRY SETTLEMENT AND CLEARANCE ....................................................................................... 224
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .................................................................... 229
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS ......................................................................... 235
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS ...................................................................... 237
TRANSFER RESTRICTIONS .............................................................................................................................. 239
PLAN OF DISTRIBUTION .................................................................................................................................. 244
LEGAL MATTERS ............................................................................................................................................... 247
INDEPENDENT AUDITORS .............................................................................................................................. 248
ENFORCEABILITY OF CIVIL LIABILITIES ................................................................................................... 249
LISTING AND GENERAL INFORMATION ..................................................................................................... 250
GLOSSARY .......................................................................................................................................................... G-1
SCHEDULE I--LIST OF GUARANTORS ......................................................................................................... S-1
INDEX TO FINANCIAL INFORMATION ......................................................................................................... F-1

i

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 these listing particulars. You must not
rely on unauthorized information or representations.
These listing particulars do 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 these 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 these listing particulars, we do not
represent that our affairs are the same as described or that the information in these listing particulars is
correct, nor do we imply those things by delivering these listing particulars or selling securities to you.
The Issuer and the Initial Purchasers offered to sell the Notes only in places where offers and sales are
permitted. The Issuer offered the Notes in reliance on exemptions from the registration requirements of the U.S.
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 these listing particulars. Any
representation to the contrary is a criminal offense in the United States.
These listing particulars are 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 U.S. Securities Act, and (ii) to certain persons in offshore
transactions complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. The use of
these listing particulars for any other purpose is not authorized.
These listing particulars are 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"). These listing particulars are
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 these listing particulars relates is available only to relevant
persons and will be engaged in only with relevant persons.
These listing particulars have been prepared on the basis that all offers of the Notes were 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
these listing particulars.
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 these listing particulars. You
may be required to bear the financial risks of investing in the Notes for an indefinite period of time.
ii

We have prepared these 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 these 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 these 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 these listing particulars, and nothing contained
in these 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. These listing particulars contain 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 these listing particulars.
The Issuer accepts responsibility for the information contained in these listing particulars and has made
all reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information
contained in these listing particulars with regard to the Issuer, each of their respective subsidiaries and affiliates,
and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in these
listing particulars are honestly held, and we are not aware of any other facts the omission of which would make
these listing particulars or any statement contained herein misleading in any material respect.
No person is authorized in connection with any offering made pursuant to these listing particulars to
give any information or to make any representation not contained in these 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 these listing particulars is current at the date hereof. Neither the
delivery of these 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 these
listing particulars or in our affairs since the date of these listing particulars.
The distribution of these listing particulars and the offer and sale of the Notes may be restricted by law
in some jurisdictions. Persons into whose possession these 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."
These listing particulars do 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 these 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

STABILIZATION
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (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 MANAGER (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 on issue by one or
more global notes, which were delivered through Euroclear and Clearstream (together, the "Clearing Systems"
and each a "Clearing System"), as applicable.
The Notes offered and sold in the United States to qualified institutional buyers (as defined in Rule
144A under the U.S. Securities Act) in reliance upon Rule 144A under the U.S. Securities Act 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 under the
U.S. Securities Act) pursuant to Regulation S under the U.S. Securities Act 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 are 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 under the U.S. Securities Act 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".
NOTICE TO U.S. INVESTORS
Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in these listing particulars under "Transfer Restrictions." The Notes have
not been and will not be registered under the U.S. 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 new Note may be relying on the exemption from the provisions of Section 5 of the U.S.
Securities Act provided by Rule 144A under the U.S. Securities Act. 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 these listing particulars, you agree not to offer, sell,
resell, transfer or deliver, directly or indirectly, any new Note to the public.
NOTICE TO PROSPECTIVE INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), or section 1.1 of National Instrument 45-106 Prospectus Exemptions and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if these listing particulars (including any amendment thereto) contain a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial
purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
iv

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 these 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 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) (as amended, including by Directive 2010/73/EU), and includes any relevant
implementing measure in the Relevant Member State.
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 These listing particulars are 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"). These listing
particulars must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which these 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 these
listing particulars or any of its contents.
Italy None of these 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 February 24, 1998, as
amended and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of May 14, 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 May 14,
1999, as amended from time to time, acting on their own account.
v

Switzerland The Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. These listing particulars do 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 these 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 these 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, these 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 These listing particulars have not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these listing particulars nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and
neither these 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 have 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.
France These listing particulars have 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 are only 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 Monétaire et Financier. Neither
these 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
vi

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").
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION THAT YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.

vii

CURRENCY PRESENTATION AND DEFINITIONS
In these listing particulars: (i) "£", "sterling", or "pound sterling" refer to the lawful currency of the
United Kingdom, (ii) "euro," "Euro" or "" refer to the single currency of the member states of the EU
participating in the third stage of economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended or supplemented from time to time, and (iii) "U.S. dollar", "Dollar", "US$" or "$"
refers to the lawful currency of the United States. Virgin Media's consolidated financial results are reported in
pounds sterling. Unless otherwise indicated, convenience translations into pounds sterling or any other currency
have been calculated at the September 30, 2016 market rate.
Definitions
As used in these listing particulars:
"2021 Notes Redemption" refers to the redemption in full of all outstanding April 2021 VM Sterling
Senior Secured Notes, together with the payment of accrued and unpaid interest and related premium, in
accordance with the terms of the indenture governing the April 2021 VM Sterling Senior Secured Notes.
"2022 VM 4.875% Dollar Senior Notes" refers to Virgin Media Finance's $900.0 million aggregate
original principal amount of 4.875% senior notes due 2022.
"2022 VM 5.25% Dollar Senior Notes" refers to Virgin Media Finance's $500.0 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 Virgin Media Finance's £400.0 million aggregate original
principal amount of 5.125% senior notes due 2022.
"2023 VM Dollar Senior Notes" refers to Virgin Media Finance's $530.0 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 Virgin Media Finance's £250.0 million aggregate original
principal amount of 7.00% senior notes due 2023.
"2024 VM Dollar Senior Notes" refers to Virgin Media Finance's $500.0 million aggregate original
principal amount of 6.00% senior notes due 2024.
"2024 VM Senior Notes" refers collectively to the 2024 VM Dollar Senior Notes and the 2024 VM
Sterling Senior Notes.
"2024 VM Sterling Senior Notes" refers to Virgin Media Finance's £300.0 million aggregate original
principal amount of 6.375% senior notes due 2024.
"2025 VM 5.125% Sterling Senior Secured Notes" refers to the Issuer's £300.0 million aggregate
original principal amount of 5.125% senior secured notes due 2025.
"2025 VM 5.50% Sterling Senior Secured Notes" refers to the Issuer's £430.0 million aggregate
original principal amount of 5.50% senior secured notes due 2025.
"2025 VM Dollar Senior Notes" refers to Virgin Media Finance's $400.0 million aggregate original
principal amount of 5.75% senior notes due 2025.
"2025 VM Dollar Senior Secured Notes" refers to the Issuer's $425.0 million aggregate original
principal amount of 5.50% senior secured notes due 2025.
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"2025 VM Euro Senior Notes" refers to Virgin Media Finance's 460.0 million aggregate original
principal amount of 4.50% senior notes due 2025.
"2025 VM Senior Notes" refers collectively to the 2025 VM Dollar Senior Notes and the 2025 VM
Euro Senior Notes.
"2025 VM Senior Secured Notes" collectively refers to the 2025 VM Dollar Senior Secured Notes, the
2025 VM 5.125% Sterling Senior Secured Notes and the 2025 VM 5.50% Sterling Senior Secured Notes.
"2026 VM 5.25% Senior Secured Notes" refers collectively to the Original 2026 VM 5.25% Senior
Secured Notes and the Additional 2026 VM 5.25% Senior Secured Notes.
"2026 VM 5.50% Senior Secured Notes" refers to the Issuer's $750.0 million aggregate original
principal amount of 5.50% senior secured notes due 2026.
"2026 VM Senior Secured Notes" refers collectively to the 2026 VM 5.25% Senior Secured Notes and
the 2026 VM 5.50% Senior Secured Notes.
"2027 VM Senior Secured Notes" refers to the Issuer's £525.0 million aggregate original principal
amount of its 4.875% senior secured notes due 2027.
"2029 VM Senior Secured Notes" refers collectively to the Original 2029 VM Senior Secured Notes
and the Additional 2029 VM Senior Secured Notes.
"Additional 2026 VM 5.25% Senior Secured Notes" refers to the Issuer's $500.0 million aggregate
original principal amount of 5.25 % senior secured notes due 2026, issued on April 23, 2015.
"Additional 2029 VM Senior Secured Notes" refers to the Issuer's £175.0 million aggregate original
principal amount of 6.25% senior secured notes due 2029, issued on April 1, 2014.
"April 2021 VM Dollar Senior Secured Notes" refers to the Issuer's $1.0 billion aggregate original
principal amount of 5.375 % senior secured notes due 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.
"April 2021 VM Sterling Senior Secured Notes" refers to the Issuer's £1.1 billion aggregate original
principal amount of 6.00% senior secured notes due 2021.
"Code" refers to the United States Internal Revenue Code of 1986, as amended.
"Collateral" has the meaning ascribed to it under "Summary--Summary of the Notes--Security".
"December 2016 Refinancing" has the meaning assigned to such term in "Summary--Recent
Developments".
"December 31, 2015 Consolidated Financial Statements" refers to Virgin Media's audited consolidated
financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and
2013 and the notes thereto included in these listing particulars.
"EE" refers to EE Limited (formerly known as Everything Everywhere Limited).
"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended.
"Existing Notes" refers collectively to the Existing Senior Notes and the Existing Senior Secured Notes.
"Existing Senior Notes" refers collectively to the 2022 VM Senior Notes, the 2023 VM Senior Notes,
the 2024 VM Senior Notes and the 2025 VM Senior Notes.
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