Obligation Virgin Media 6% ( XS1573181366 ) en GBP

Virgin Media

100 % ⇌

Royaume-Uni

XS1573181366 ( en GBP )

6% par an ( paiement annuel )

15/01/2025

Prospectus brochure de l'obligation Virgin Media XS1573181366 en GBP 6%, échéance 15/01/2025

100 000 GBP

521 278 000 GBP

15/07/2024 ( Dans 58 jours )

L'Obligation émise par Virgin Media ( Royaume-Uni ) , en GBP, avec le code ISIN XS1573181366, paye un coupon de 6% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2025

LISTING PARTICULARS
£521,278,000 Fixed-Rate Senior Secured Notes due 2025
issued by
Virgin Media Secured Finance PLC
Virgin Media Secured Finance PLC, a public limited company incorporated under the laws of England and Wales (the "Issuer") offered to exchange
(the "Exchange Offer") any and all of its outstanding pound sterling-denominated 5.50% Senior Secured Notes due 2021 (the "Original Sterling Notes") for
new pound sterling-denominated fixed-rate Senior Secured Notes due 2025 (the "New Notes") issued under the Indenture (as defined herein) in an aggregate
principal amount of £521,178,000. The New Notes were issued in minimum denominations of £100,000 and in integral multiples of £1,000 in excess thereof. The
Issuer issued the New Notes on March 21, 2017 (such date, the "Exchange Date"). Concurrently with the Exchange Offer, we solicited consents from eligible
holders of Original Sterling Notes only to certain proposed amendments to the Original Indenture (as defined herein) pursuant to which the Original Sterling
Notes and Original Dollar Notes (as defined herein) were issued (the "Consent Solicitation"). The proposed amendments amended substantially all of the
restrictive covenants, certain events of default and certain additional covenants, rights and obligations contained in the Original Indenture to substantively align
them with those described under "Description of the New Notes". The proposed amendments to the Original Indenture became effective upon the execution of a
supplemental indenture to the Original Indenture, promptly after the receipt of the requisite consents under the terms of the Original Indenture to effect such
amendments, on February 24, 2017; provided that, the proposed amendments only became operative upon the issuance of the New Notes on the Exchange Date.
The New Notes initially bear interest at a rate of 6.00% per annum, provided that from (and including) January 15, 2021, the New Notes will bear
interest at a rate of 11.00%. The New Notes mature on January 15, 2025. Interest on the New Notes is payable semi-annually on each January 15 and July 15,
beginning on July 15, 2017. Interest on the New Notes accrues from the Exchange Date.
Some or all of the New Notes may be redeemed at any time prior to January 15, 2021 at a price equal to 100% of the principal amount of the New
Notes redeemed plus accrued and unpaid interest to (but excluding) the redemption date and a "make-whole" premium, as described elsewhere in these listing
particulars (the "listing particulars"). The New Notes may be redeemed at any time on or after January 15, 2021 at the redemption prices set forth elsewhere in
these listing particulars. In addition, at any time prior to January 15, 2021, we may redeem up to 40% of the New Notes with the net proceeds of one or more
specified equity offerings at the redemption prices set forth elsewhere in these listing particulars. In the event of a change of control, sale of certain assets or in the
event of the redemption of the Original Sterling Notes not tendered in the Exchange Offer at a "make-whole" premium prior to January 15, 2020, we may be
required to make an offer to purchase some or all of the New Notes, as described elsewhere in these listing particulars. In the event of certain developments
affecting taxation, the Issuer may redeem all, but not less than all, of the relevant New Notes. See "Description of the New Notes" for more information.
The New Notes are senior obligations of the Issuer. The New 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 New 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 New Notes.
The New 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 New Notes are in registered form in the denomination of £100,000 and integral multiples of £1,000 in excess thereof. The New 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")
and Clearstream Banking, société anonyme ("Clearstream" and, together with Euroclear, the "Clearing Systems" and each a "Clearing System"), as applicable,
on the Exchange Date.
See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider in connection with an investment in any of
the New Notes.
Application has been made to the Luxembourg Stock Exchange for the New 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 New Notes, including redemption and repurchase prices, covenants and transfer restrictions.
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.
Dealer Manager
Credit Suisse
The date of these listing particulars is March 24, 2017.

TABLE OF CONTENTS
SUMMARY ............................................................................................................................................................ 1
RISK FACTORS .................................................................................................................................................. 22
USE OF PROCEEDS ........................................................................................................................................... 41
CAPITALIZATION ............................................................................................................................................. 42
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA ....................................................... 45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..................................................................................................................................................... 48
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..................................... 85
BUSINESS ........................................................................................................................................................... 89
MANAGEMENT ............................................................................................................................................... 107
PRINCIPAL SHAREHOLDER ......................................................................................................................... 109
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................. 110
DESCRIPTION OF THE INTERCREDITOR DEEDS ..................................................................................... 115
DESCRIPTION OF OTHER DEBT ................................................................................................................... 127
DESCRIPTION OF THE New NOTES ............................................................................................................. 137
BOOK-ENTRY, SETTLMENT AND CLEARANCE ....................................................................................... 232
TRANSFER RESTRICTIONS ........................................................................................................................... 237
CERTAIN TAX CONSIDERATIONS .............................................................................................................. 242
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS ..................................................................... 251
DEALER MANAGER ....................................................................................................................................... 254
GLOSSARY ....................................................................................................................................................... 260
SCHEDULE I--LIST OF GUARANTORS....................................................................................................... 263
ANNEX A .......................................................................................................................................................... 264

ii

For certain legal and other information regarding the Issuer provided in connection with the listing of the
New 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. The Issuer, the
Dealer Manager and the Exchange Agent offered to exchange the Original Sterling Notes, and solicit consents in
connection with the Consent Solicitation, for New Notes only in places where such offers, exchanges and
solicitations were permitted.
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 the Securities to you.
No person has been authorized to give any information or to make any representations about the Issuer or the
Exchange Offer or the Consent Solicitation other than those contained in these listing particulars and, if given or made,
such information or representations must not be relied upon as having been authorized by the Issuer, the Dealer Manager,
the Exchange Agent, the Information Agent or any of their respective agents.
Neither the delivery of these listing particulars nor any acquisition of Original Sterling Notes shall, under any
circumstances, create any implication that the information contained herein is current as of any time subsequent to the
date of such information or that there has been no change in the information set out in it or in the affairs of the Issuer
since the date of these listing particulars.
No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Manager, the Information Agent
or the Exchange Agent that would permit an offer of the New Notes to the public in any jurisdiction.
The Dealer Manager has not separately verified all the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealer
Manager as to the accuracy or completeness of the information contained in these listing particulars or any other
information provided by the Issuer in connection with the Exchange Offer and the Consent Solicitation. The Dealer
Manager does not accept any liability in relation to the information contained in these listing particulars or any other
information provided by the Issuer in connection with the Exchange Offer and the Consent Solicitation.
The Issuer offered the New 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
Securities have not been, and will not be, 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 offence in the United States.
These listing particulars are being provided for informational use solely in connection with consideration of an
investment in the New Notes (1) to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act,
in a private transaction in reliance upon the exemption from the registration requirements of the U.S. Securities Act
provided by Section 4(a)(2) thereof and (2) outside the United States, to persons other than "U.S. persons" as defined in
Rule 902 under the U.S. Securities Act in offshore transactions in compliance with 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(5) 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 New 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
iii

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 New 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 New Notes.
Accordingly, any person making or intending to make any offer within the EEA of the New Notes should only do so in
circumstances in which no obligation arises for the Issuer to produce a prospectus for such offer.
The New Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act and all other applicable securities laws. See "Transfer Restrictions".
You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of
time.
We have prepared these listing particulars solely for use in connection with an investment in the New Notes and
for applying to the Luxembourg Stock Exchange for the New 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 an investment in the New Notes. You are responsible for making your own
examination of the Issuer and your own assessment of the merits and risks of investing in the New Notes. The Issuer, the
Dealer Manager and the Exchange Agent are not making any representations to you regarding the legality of an
investment in the New 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 Dealer Manager 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 Dealer Manager, 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 New Notes will also be available for inspection at the specified offices of the 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 accuracy of the information contained in these listing particulars. To the
best knowledge and belief of the Issuer, the information contained in these listing particulars is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The New Notes are initially available in book-entry form only. The New Notes were represented on issue by one
or more global notes which were delivered through the applicable Clearing Systems. Interests in the global notes are
exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry, Settlement and
Clearance".

OFFER RESTRICTIONS
NOTICE TO U.S. INVESTORS
Each purchaser of the New Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in these listing particulars under "Transfer Restrictions". The New 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. The
New Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the U.S. Securities Act or any other applicable securities laws, pursuant to registration or an exemption
therefrom. See "Transfer Restrictions". The New 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.
iv

NOTICE TO PROSPECTIVE INVESTORS IN CANADA
The New Notes may be sold only to eligible holders 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 New 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 an eligible holder 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 eligible holder within the time limit prescribed
by the securities legislation of the eligible holder's province or territory. The eligible holder should refer to any
applicable provisions of the securities legislation of the eligible holder's province or territory for particulars of these
rights or consult with a legal advisor.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
These listing particulars have been prepared on the basis that any offer of New Notes in any Member State of
the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of New Notes. Accordingly, any person making or intending to make an offer in that
Relevant Member State of New Notes contemplated in these listing particulars may only do so in circumstances in which
no obligation arises for the Issuer or the Dealer Manager to publish a prospectus pursuant to Article 3 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer Manager has authorized, nor do they
authorize, the making of any offer of New Notes in circumstances in which an obligation arises for the Issuer or the
Dealer Manager to publish a prospectus for such offer.
NOTICE TO CERTAIN EUROPEAN 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 New Notes in Austria and the offering of
the New Notes may not be advertised in Austria. Any offer of the New 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 New Notes in Austria.
Germany. The New 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. These
listing particulars have not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the
Directive 2003/71/EC and accordingly the New 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 New Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and
sales of the New 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 of Monétaire et Financier. Neither these listing particulars nor any other offering material may be distributed to the
public in France.
Italy. None of these listing particulars or any other documents or materials relating to the New Notes have been
or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e Ia Borsa ("CONSOB").
Therefore, the New Notes may only be 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 (the "Financial Services Act")
v

and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. The New Notes may
not be sold in Italy except through authorised persons (such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation
No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
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 New 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 New 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.
The Netherlands. The New Notes (including rights representing an interest in each global note that represents
the New 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.
Spain. The New Notes have not been registered with the Comisión Nacional del Mercado de Valores and
therefore the New 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").
Switzerland. The New Notes may be 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.
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.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NEW
NOTES.

vi

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 and conditions of the indenture governing the April 2021 VM Sterling Senior Secured Notes, with the net proceeds
of the January 2017 Notes Offering, on February 2, 2017.
"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 principal amount
of its 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 principal amount
of its 6.375% senior notes due 2024.
"2025 VM 5.125% Sterling Senior Secured Notes" refers to the Issuer's £300.0 million aggregate principal
amount of its 5.125% senior secured notes due 2025.
"2025 VM 5.50% Sterling Senior Secured Notes" refers to the Issuer's £430.0 million aggregate principal
amount of its 5.50% senior secured notes due 2025.
"2025 VM Dollar Senior Notes" refers to Virgin Media Finance's $400.0 million aggregate principal amount
of its 5.75% senior notes due 2025.
vii

"2025 VM Dollar Senior Secured Notes" refers to the Issuer's $425.0 million aggregate principal amount of its
5.50% senior secured notes due 2025.
"2025 VM Euro Senior Notes" refers to Virgin Media Finance's 460.0 million aggregate principal amount of

its 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 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 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 principal amount
of its 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.
"Business Day" refers to each day that is not a Saturday, Sunday or other day on which banking institutions in
New York, New York or London, England are authorized or required by law to close.
"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".
"Dealer Manager" refers to Credit Suisse Securities (Europe) Limited.
"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).

viii

"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended.
"Exchange Agent" refers to Lucid Issuer Services Limited, as exchange agent.
"Exchange Date" refers to March 21, 2017.
"Exchange Offer" refers to the Issuer's offer to exchange any and all of its outstanding Original Sterling Notes
for New Notes issued under the Indenture.
"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.
"Existing Senior Secured Notes" refers collectively to the Original Notes, the 2025 VM Senior Secured Notes,
the 2026 VM Senior Secured Notes, the 2027 VM Senior Secured Notes, the 2029 VM Senior Secured Notes and the
January 2027 VM Senior Secured Notes.
"Group Intercreditor Deed" refers to the group intercreditor deed originally entered into on March 3, 2006,
among Deutsche Bank AG, London Branch as Original Facility Agent and Original Security Trustee, the Original Senior
Borrowers, the Original Senior Guarantors, the Senior Lenders, the Hedge Counterparties, the Intergroup Debtors and the
Intergroup Creditors (each as defined therein), as the same may be amended, modified, supplemented, extended or
replaced from time to time, including as amended and restated on June 13, 2006, July 10, 2006, May 15, 2008,
October 30, 2009 and January 8, 2010.
"Guarantees" collectively refers to the guarantees of the New Notes by the Guarantors.
"Guarantors" refers to the Parent Guarantors and the Subsidiary Guarantors.
"Handset Loan Securitisation Notes" has the meaning assigned to such term under "Summary--Recent
Developments".
"Handset Loan Securitisation Transactions" has the meaning assigned to such term under "Summary--Recent
Developments".
"High Yield Intercreditor Deed" refers to the high yield intercreditor deed originally entered into on April 13,
2004 as amended and restated on December 30, 2009, among Virgin Media Finance PLC as Issuer, VMIH as Borrower
and High Yield Guarantor, Deutsche Bank AG, London Branch as Facility Agent, and, The Bank of New York Mellon as
High Yield Trustee (each as defined therein), as the same may be amended, modified, supplemented, extended or
replaced from time to time, in each case in accordance with the terms of the Indenture.
"Indenture" refers to the indenture dated on the Exchange Date governing the New Notes, by and among,
among others, the Issuer, the Guarantors and the Trustee.
"Issuer" refers to Virgin Media Secured Finance PLC.
"January 2017 Notes Offering" refers to the issuance by the Issuer of the January 2027 VM Senior Secured
Notes on February 1, 2017, the net proceeds of which were used to fund the 2021 Notes Redemption.
"January 2027 VM Senior Secured Notes" refers to the Issuer's £675.0 million aggregate principal amount of
5.50% senior secured notes due 2027.
"LGI" refers to Liberty Global, Inc.
"LG/VM Transaction" refers to the series of transactions including, without limitation, the mergers and capital
contributions involving Old Virgin Media and one or more direct or indirect subsidiaries of LGI pursuant to a merger
agreement dated as of February 5, 2013 that resulted in the surviving corporations in the mergers (renamed LGI and
Virgin Media Inc.) becoming wholly-owned subsidiaries of Liberty Global.
ix

"Liberty Global" refers to Liberty Global plc, with or without its consolidated subsidiaries, as the context
requires.
"Liberty Global Group" refers to Liberty Global's businesses, assets and liabilities not attributed to the LiLAC
Group.
"Liberty Global Shares" has the meaning assigned to such term in the definition of "LiLAC Transaction".
"LiLAC Group" refers to Liberty Global's businesses, assets and liabilities in Latin America and the Caribbean.
"LiLAC Shares" has the meaning assigned to such term in the definition of "LiLAC Transaction".
"LiLAC Transaction" means the transaction whereby Liberty Global (i) reclassified its then outstanding
Class A, Class B and Class C Liberty Global ordinary shares into corresponding classes of new Liberty Global ordinary
shares (collectively, the "Liberty Global Shares") and (ii) capitalized a portion of its share premium account and
distributed as a dividend (or a "bonus issue" under U.K. law) its LiLAC Class A, Class B and Class C ordinary shares
(collectively, the "LiLAC Shares").
"New Notes" refers to the £521,278,000 pound sterling-denominated Fixed-Rate Senior Secured Notes due
2025 issued on the Exchange Date.
"New VM Facilities" has the meaning assigned to such term in "Summary--Recent Developments".
"New VM Facilities Agreement" has the meaning assigned to such term in "Summary--Recent Developments".
"New VM Facilities Guarantors" has the meaning assigned to such term in "Summary--Recent Developments".
"Old Virgin Media" refers to the entity formerly known as Virgin Media Inc. and subsequently merged into
Virgin Media as part of the LG/VM Transaction.
"Original 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 March 30, 2015.
"Original 2029 VM Senior Secured Notes" refers to the Issuer's £225.0 million aggregate principal amount of
its 6.25% senior secured notes due 2029, issued on March 28, 2014.
"Original Dollar Notes" refers to the Issuer's $500.0 million aggregate original principal amount of 5.25%

senior secured notes due 2021 issued under the Original Indenture.
"Original Indenture" refers to the indenture for the Original Sterling Notes and the Original Dollar Notes dated
as of March 3, 2011, between, among others, the Issuer, the Guarantors and the Original Notes Trustee, as amended,
restated, waived or otherwise supplemented from time to time.
"Original Notes" refers collectively to the Original Dollar Notes and the Original Sterling Notes.
"Original Notes Trustee" refers to The Bank of New York Mellon as trustee under the Original Indenture.
"Original Sterling Notes" refers to the Issuer's £650.0 million aggregate original principal amount of 5.50%
senior secured notes due 2021 issued under the Original Indenture.
"Parent Guarantors" has the meaning ascribed to it under Summary--Summary of the New Notes--
Guarantees".
"Q1 2017 Financing Transactions" has the meaning assigned to such term in "Summary--Recent
Developments".
"Q4 2016 Financing Transactions" has the meaning assigned to such term in "Summary--Recent
Developments".
x