Obligation Vergin Media 5.125% ( XS1169843007 ) en GBP

Vergin Media

100 % ▼

Royaume-Uni

XS1169843007 ( en GBP )

5.125% par an ( paiement annuel )

15/01/2025 - Obligation échue

Prospectus brochure de l'obligation Virgin Media XS1169843007 en GBP 5.125%, échue

100 000 GBP

300 000 000 GBP

Virgin Media est une société de télécommunications britannique fournissant des services de télévision, internet haut débit, téléphonie fixe et mobile.

L'Obligation émise par Vergin Media ( Royaume-Uni ) , en GBP, avec le code ISIN XS1169843007, paye un coupon de 5.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2025

LISTING PARTICULARS

£300,000,000 5 1/8% Senior Secured Notes due 2025
issued by
Virgin Media Secured Finance PLC
$400,000,000 5 3/4% Senior Notes due 2025
460,000,000 4 1/2% Senior Notes due 2025
issued by
Virgin Media Finance PLC

Virgin Media Secured Finance PLC ("Virgin Media Secured Finance" or the "Senior Secured Notes Issuer") offered £300 million aggregate principal amount
of its 5 1/8% Senior Secured Notes due 2025 (the "Senior Secured Notes") and Virgin Media Finance PLC ("Virgin Media Finance" or the "Senior Notes Issuer"
and, together with the Senior Secured Notes Issuer, the "Issuers") offered $400,000,000 aggregate principal amount of its 5 3/4% Senior Notes due 2025 (the "Dollar
Senior Notes") and 460,000,000 aggregate principal amount of its 4 1/2% Senior Notes due 2025 (the "Euro Senior Notes" and, together with the Dollar Senior
Notes, the "Senior Notes" and, together with the Senior Secured Notes, the "Notes").
The Senior Secured Notes bear interest at a rate of 5.125% per annum and mature on January 15, 2025. The Dollar Senior Notes bear interest at a rate of 5.750%
per annum and the Euro Senior Notes will bear interest at a rate of 4.500% per annum. The Senior Notes mature on January 15, 2025. Interest on the Notes is payable
semi-annually on each January 15 and July 15, beginning on July 15, 2015.
Some or all of the Notes may be redeemed at any time prior to January 15, 2020 at a price equal to 100% of the principal amount of the applicable Notes
redeemed plus accrued and unpaid interest to (but excluding) the redemption date and a "make-whole" premium, as described elsewhere in this listing particulars (the
"listing particulars"). The Notes may be redeemed at any time on or after January 15, 2020 at the redemption prices set forth elsewhere in this listing particulars. In
addition, at any time prior to January 15, 2018 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 this listing particulars. Prior to January 15, 2020, during each 12-month period commencing on the Issue Date (as defined
below), up to 10% of the principal amount of the Senior Secured 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 redemption date. In addition, we may, at our option, at any time on or prior to the earlier of (i) the date that is 15 days
following the consummation of the UPC Ireland Acquisition (as defined herein) or (ii) the date that is six months following the Issue Date (as defined below), elect to
redeem all or a portion of the Notes (the "Special Optional Redemption") at a redemption price equal to 100% of the principal amount of the applicable Notes, plus
accrued and unpaid interest to (but excluding) the date of the Special Optional 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 relevant Notes. In the event of certain developments affecting taxation, the Issuers may redeem all, but not less than all, of the
relevant Notes. See "Description of the Senior Secured Notes" and "Description of the Senior Notes" for more information.
The Senior Secured Notes are senior obligations of the Senior Secured Notes Issuer. The Senior Secured Notes rank equally in right of payment with all existing
and future indebtedness of the Senior Secured Notes Issuer that is not subordinated in right of payment to the Senior Secured Notes and are senior in right of payment
to all existing and future indebtedness of the Senior Secured Notes Issuer that is subordinated in right of payment to the Senior Secured Notes. The Senior Notes are
senior obligations of the Senior Notes Issuer. The Senior Notes rank equally in right of payment with all existing and future indebtedness of the Senior Notes Issuer
that is not subordinated in right of payment to the Senior Notes and are senior in right of payment to all existing and future indebtedness of the Senior Notes Issuer that
is subordinated in right of payment to the Senior Notes.
The Senior Secured Notes are guaranteed on a senior basis by Virgin Media Inc. ("Virgin Media") and certain of its subsidiaries listed in Schedule I of this
listing particulars, including, among others, the Senior Notes Issuer, Virgin Media Investment Holdings Limited ("VMIH") and Virgin Media Investments Limited
("VMIL") (the "Senior Secured Notes 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 Senior Notes are guaranteed on a senior basis by Virgin Media, Virgin Media (UK) Group LLC, Virgin
Media Communications Limited and Virgin Media Group LLC (collectively, the "Senior Notes Parent Guarantors") and on a senior subordinated basis by VMIH
and VMIL (collectively, the "Senior Notes Subsidiary Guarantors" and, together with the Senior Notes Parent Guarantors, the "Senior Notes Guarantors and,
together with the Senior Secured Notes Guarantors, the "Guarantors"). The Senior Notes are unsecured.
The Senior Secured Notes are in registered form in the denomination of £100,000 and integral multiples of £1,000 in excess thereof. The Dollar Senior Notes are
in registered form in the denomination of $200,000 and integral multiples of $1,000 in excess thereof. The Euro Senior Notes are in registered form in the
denomination of 100,000 and integral multiples of 1,000 in excess thereof. The Notes are represented on issue 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") January 28, 2015 (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 of 1933, as amended (the "U.S.
Securities Act"), or the securities laws of any other jurisdiction. The Issuers are offering 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, 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 Senior Secured Notes: 100.000% plus accrued interest from the Issue Date.
Issue price for the Dollar Senior Notes: 100.000% plus accrued interest from the Issue Date.
Issue price for the Euro Senior Notes: 100.000% plus accrued interest from the Issue Date.

Joint Physical Bookrunners

Deutsche Bank
Barclays
BNP PARIBAS
Credit Suisse
HSBC

The date of this listing particulars is January 28, 2015.

You should rely only on the information contained in this listing particulars. Neither the Issuers nor
any of the Initial Purchasers has authorized anyone to provide you with different information. Neither
the Issuers 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 ..................................................................................................................... 18
USE OF PROCEEDS .............................................................................................................. 36
CAPITALIZATION ................................................................................................................ 37
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA .......................... 39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ................................................................................................ 43
BUSINESS ............................................................................................................................... 80
MANAGEMENT ..................................................................................................................... 93
PRINCIPAL SHAREHOLDER............................................................................................... 94
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ...................... 95
DESCRIPTION OF THE INTERCREDITOR DEEDS .......................................................... 98
DESCRIPTION OF OTHER DEBT ...................................................................................... 109
DESCRIPTION OF THE SENIOR SECURED NOTES ...................................................... 114
DESCRIPTION OF THE SENIOR NOTES ......................................................................... 186
BOOK-ENTRY SETTLEMENT AND CLEARANCE ........................................................ 257
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ..................................... 263
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS .......................................... 269
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS ....................................... 272
TRANSFER RESTRICTIONS .............................................................................................. 274
PLAN OF DISTRIBUTION .................................................................................................. 279
LEGAL MATTERS ............................................................................................................... 282
INDEPENDENT AUDITORS............................................................................................... 283
ENFORCEABILITY OF CIVIL LIABILITIES .................................................................... 284
LISTING AND GENERAL INFORMATION ...................................................................... 285
GLOSSARY .......................................................................................................................... G-1
SCHEDULE I--LIST OF SENIOR SECURED NOTES GUARANTORS ......................... S-1
INDEX TO FINANCIAL INFORMATION ......................................................................... F-1
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For certain legal and other information regarding the Issuers 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 Issuers and the Initial Purchasers are offering to sell the Notes only in places where offers and sales
are permitted. The Issuers are offering 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 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 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 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 are 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 Issuers or any of the Initial Purchasers to
produce a prospectus for such offer. Neither the Issuers 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.
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.
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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 Issuers accept 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 each 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 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 Issuers 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.

STABILIZATION
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK SECURITIES INC. WITH RESPECT
TO THE DOLLAR SENIOR NOTES AND DEUTSCHE BANK AG, LONDON BRANCH WITH RESPECT
TO THE SENIOR SECURED NOTES AND THE EURO SENIOR 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.
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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 will be 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."
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
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 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. 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 New 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 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 Issuers 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 Issuers 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
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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 Issuers, 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 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
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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.
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 were 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 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.

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CURRENCY PRESENTATION AND DEFINITIONS
In this listing particulars: (i) £, sterling, or pound sterling refer to the lawful currency of the United
Kingdom, (ii) "euro," "Euro" or "" are to the single currency of the participating member states ("Member
States") of the EU participation in the third stage of economic and monetary union pursuant to the Treaty on the
Functioning of the EU, as amended or supplemented from time to time, and (iii) "U.S. dollars," "US$" and "$"
refer 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 pound sterling or any other currency
have been calculated at September 30, 2014 using end of day rates.
Definitions
As used in this listing particulars:
"2015 Liberty Global Allocation Methodology" has the meaning ascribed to it under "Certain
Relationships and Related Party Transactions".
"2019 VM Dollar Senior Notes" refers to Virgin Media Finance's $600 million aggregate original
principal amount of 8.375% senior notes due 2019, all of which have been redeemed pursuant to the October
2014 Refinancing.
"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 Virgin Media Finance's £350 million aggregate original
principal amount of 8.875% senior notes due 2019, all of which have been redeemed pursuant to the October
2014 Refinancing.
"2022 VM 4.875% Dollar Senior Notes" refers to the Senior Notes Issuer's $900 million aggregate
original principal amount of 4.875% senior notes due 2022.
"2022 VM 5.25 % Dollar Senior Notes" refers to the Senior Notes Issuer'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 the Senior Notes Issuer's £400 million aggregate original
principal amount of 5.125% senior notes due 2022.
"2023 VM Dollar Senior Notes" refers to the Senior Notes Issuer'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 the Senior Notes Issuer's £250 million aggregate original
principal amount of 7.00% senior notes due 2023.
"2024 VM Dollar Senior Notes" refers to the Senior Notes Issuer's $500 million aggregate principal
amount of its 6.00% Senior Secured Notes due 2024.
"2024 VM Senior Notes" collectively refers to the 2024 VM Dollar Senior Notes and the 2024 VM
Sterling Senior Notes.
"2024 VM Sterling Senior Notes" refers to refers to the Senior Notes Issuer's £300 million aggregate
principal amount of its 6.375% Senior Secured Notes due 2024.
"2025 VM Dollar Senior Secured Notes" refers to the Senior Secured Notes Issuer's $425 million
aggregate principal amount of its 5.5% Senior Secured Notes due 2025.
"2025 VM Sterling Senior Secured Notes" refers to the Senior Secured Notes Issuer's £430 million
aggregate principal amount of its 5.5% Senior Secured Notes due 2025.

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"2025 VM Senior Secured Notes" collectively refers to the 2025 VM Dollar Senior Secured Notes and the
2025 VM Sterling Senior Secured Notes.
"2029 VM Sterling Senior Secured Notes" refer to the Senior Secured Notes Issuer's £400 million
aggregate principal amount of its 6.25% Senior Secured Notes due 2029.
"April 2021 VM Dollar Senior Secured Notes" refers to the Senior Secured Notes Issuer's $1 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 Senior Secured Notes 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 31, 2013 Consolidated Financial Statements" refers to Virgin Media's audited consolidated
financial statements as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and
2011 and the notes thereto included in this listing particulars.
"December 2014 Intra-group Reorganization" has the meaning ascribed to it under "Summary--Recent
Developments--December 2014 Intra-group Reorganization".
"Dollar Initial Purchasers" refers to Deutsche Bank Securities Inc., Barclays Bank PLC, BNP PARIBAS,
Credit Suisse Securities (Europe) Limited and HSBC Bank plc.
"Dollar Senior Notes" refers to the $400 million aggregate principal amount of 5 3/4% Senior Notes due
2025 offered hereby.
"EE" refers to EE Limited (formerly known as Everything Everywhere Limited).
"Euro Initial Purchasers" refers to Deutsche Bank AG, London Branch, Barclays Bank PLC, BNP
PARIBAS, Credit Suisse Securities (Europe) Limited and HSBC Bank plc.
"Euro Senior Notes" refers to the 460 million aggregate principal amount of 4 1/2% Senior Notes due
2025 offered hereby.
"Exchange Act" refers to the U.S. Securities Exchange Act of 1934.
"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 and
the 2024 VM Senior Notes.
"Existing Senior Secured Notes" refers collectively to the January 2021 VM Senior Secured Notes, the
April 2021 VM Senior Secured Notes, the 2025 VM Senior Secured Notes and the 2029 VM Sterling 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 Facility Agent and Security Trustee, the Original
Borrowers, the Original Guarantors, the Senior Lenders, the Lessors, the Lessees, the Hedge Counterparties, the
Lessor's Agent, 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.
"Guarantees" collectively refers to the Senior Secured Notes Guarantees and the Senior Notes Guarantees.
"Guarantors" collectively refers to the Senior Secured Notes Guarantors and the Senior Notes Guarantors.
"High Yield Intercreditor Deed" refers to the High Yield Intercreditor Deed originally entered into on
April 13, 2004 among Virgin Media Finance, VMIH, Credit Suisse First Boston, The Bank of New York and
the senior lenders party thereto, 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.
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