Obligation Vergin Media 5.25% ( XS1996438948 ) en GBP

Vergin Media

100 % ⇌

Royaume-Uni

XS1996438948 ( en GBP )

5.25% par an ( paiement annuel )

15/05/2029

Prospectus brochure de l'obligation Virgin Media XS1996438948 en GBP 5.25%, échéance 15/05/2029

100 000 GBP

340 000 000 GBP

15/05/2026 ( Dans 151 jours )

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 XS1996438948, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/05/2029

LISTING PARTICULARS
$825,000,000 5.500% Senior Secured Notes due 2029
$600,000,000 5.500% Senior Secured Notes due 2029
£300,000,000 5.250% Senior Secured Notes due 2029
issued by
Virgin Media Secured Finance PLC
Virgin Media Secured Finance PLC (the "Issuer") has offered $825,000,000 aggregate principal amount
of its 5.500% Senior Secured Notes due 2029 (the "Original Dollar Notes"), $600,000,000 aggregate principal
amount of its 5.500% Senior Secured Notes due 2029 (the "Additional Dollar Notes" together, with the Original
Dollar Notes, the "Dollar Notes") and £300,000,000 aggregate principal amount of its 5.250% Senior Secured
Notes due 2029 (the "Sterling Notes", together with the Dollar Notes, the "Notes").
The Dollar Notes bear interest at the rate of 5.500% per annum and the Sterling Notes bear interest at a
rate of 5.250% per annum. The Notes will mature on May 15, 2029. Interest on the Notes will be payable semi-
annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019.
Some or all of the Notes may be redeemed at any time prior to May 15, 2024 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 (these "Listing
Particulars"). The Notes may be redeemed at any time on or after May 15, 2024 at the redemption prices set forth
elsewhere in these Listing Particular. In addition, at any time prior to May 15, 2024 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 Particular. Prior to May 15, 2024, during each 12-month period commencing on
the Original Issue Date (as defined in these Listing Particulars), up to 10% of the original 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"), certain of its
subsidiaries listed in Schedule I of these Listing Particulars, including, among others, Virgin Media
Communications Limited, Virgin Media Finance Plc ("Virgin Media Finance"), Virgin Media Investments
Limited ("VMIL") and Virgin Media Investment Holdings Limited ("VMIH") (collectively, the "Guarantors",
and such guarantees, the "Guarantees"), 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 Collateral
consists of (i) share pledges of all of the capital stock of the Issuer and, on and after the Asset Security Release
Date, 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").
75893764_7

These Listing Particulars do not constitute a Prospectus for the purpose of Article 5.4 of Directive
2003/71/EC (as amended, including by Directive 2010/73/EU) (the "Prospectus Directive").
The Dollar Notes have been in registered form in the denomination of $200,000 in principal amount and
integral multiples of $1,000 in excess thereof. The Sterling Notes have been in registered form in the denomination
of £100,000 in principal amount and integral multiples of £1,000 in excess thereof. The Notes have been
represented on issue by one or more global notes, which were delivered through The Depository Trust Company
("DTC"), Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") on or about May 16, 2019 in respect to the Original Dollar Notes and
the Sterling Notes (the "Original Issue Date") and on or about July 5, 2019 in respect to Additional Dollar Notes
(the "Additional Issue Date").
See "Risk Factors" beginning on page 15 and "Risk Factors" in the 2018 Annual Report (as defined
in these Listing Particulars) incorporated by reference herein 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 have been, or will be, registered under the U.S. Securities
Act, or the securities laws of any other jurisdiction. The Issuer has offered the Notes only to qualified
institutional buyers ("QIBs") in accordance with Rule 144A under the U.S. Securities Act ("Rule 144A")
and in offshore transactions in compliance with Regulation S under the U.S. Securities Act ("Regulation
S") to non-U.S. persons outside the United States who are not retail investors in the EEA. Prospective
purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain
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 for the purposes of Part IV of the Luxembourg law dated July 10, 2005 on
prospectuses for securities as amended. These Listing Particulars shall only be used for the purposes of which it
has 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 Original Dollar Notes: 100.000%.
Issue price for the Additional Dollar Notes: 101.750%.
Issue price for the Sterling Notes: 100.000%.
Joint Bookrunners for the Original Dollar Notes and the Sterling Notes
Credit Suisse
Deutsche Bank
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
HSBC
Morgan Stanley
Scotiabank
Joint Bookrunners for the Additional Dollar Notes
Citigroup
BNP PARIBAS
75893764_7

BofA Merrill Lynch
Credit Suisse
HSBC

The date of these Listing Particulars is July 18, 2019.
75893764_7

You should rely only on the information contained in these Listing Particulars (including the
documents incorporated by reference herein). 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, and you should not assume that the information
incorporated by reference in these Listing Particulars is accurate at any date other than the date of the
incorporated document.
TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................... 1
CORPORATE AND FINANCING STRUCTURE CHART ................................................................................. 3
SUMMARY FINANCIAL AND OPERATING DATA ........................................................................................ 5
SUMMARY OF THE NOTES ............................................................................................................................... 5
RISK FACTORS .................................................................................................................................................. 14
USE OF PROCEEDS ........................................................................................................................................... 23
CAPITALIZATION ............................................................................................................................................. 24
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................... 24
DESCRIPTION OF THE INTERCREDITOR DEEDS ....................................................................................... 30
DESCRIPTION OF OTHER DEBT .................................................................................................................... 42
DESCRIPTION OF THE NOTES ........................................................................................................................ 57
BOOK-ENTRY SETTLEMENT AND CLEARANCE ..................................................................................... 154
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................... 160
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS ....................................................................... 166
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS..................................................................... 168
TRANSFER RESTRICTIONS ........................................................................................................................... 170
PLAN OF DISTRIBUTION ............................................................................................................................... 175
LEGAL MATTERS ........................................................................................................................................... 178
INDEPENDENT AUDITORS ........................................................................................................................... 179
ENFORCEABILITY OF CIVIL LIABILITIES ................................................................................................. 180
LISTING AND GENERAL INFORMATION ................................................................................................... 181
GLOSSARY ....................................................................................................................................................... 184
SCHEDULE I--LIST OF GUARANTORS ...................................................................................................... 186

For certain legal and other information regarding the Issuer provided in connection with the listing
and trading 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 or incorporated
by reference herein. You must not rely on unauthorized information or representations.
These 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.
75893764_7

The information contained in these Listing Particulars is current only as of the date on the cover
page, and may change after that date, and the information incorporated by reference into these Listing
Particulars is current only as of the date of such incorporated document, 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. For any time after the date of any
incorporated document, we do not represent that our affairs are the same as described or that the
information in such incorporated document 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 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 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, and (ii) to certain persons in offshore transactions complying with Rule 903 or
Rule 904 of Regulation S. The use of these Listing Particulars for any other purpose is not authorized. These
Listing Particulars is 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 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 relate 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 will be made
pursuant to an exemption under Article 3 of Directive 2003/71/EC (as amended, including by Directive
2010/73/EU) (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.
Solely for the purposes of the product approval process of each Initial Purchaser (each, a
"manufacturer"), the target market assessment in respect of the Notes described in these Listing Particulars has
led to the conclusion that: (i) the target market for such Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of such Notes to eligible counterparties
and professional clients are appropriate. The target market and distribution channel(s) may vary in relation to sales
outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently
offering, selling or recommending such Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of such Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and
"Transfer Restrictions." By purchasing any Notes, are 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
75893764_7

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 admitted to listing on the Official List of the
Luxembourg Stock Exchange and trading on the Euro MTF.
You are not to construe the contents of these Listing Particulars (including the information incorporated
by reference herein) 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 (including the information incorporated by
reference herein) 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 or incorporated by reference herein, and nothing contained in these
Listing Particulars or incorporated by reference herein 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 (including the information
incorporated by reference herein) 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
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 (including the
information incorporated by reference herein) 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 (including the
information incorporated by reference herein) 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 (including the information incorporated by reference herein) are honestly held, and we
are not aware of any other facts the omission of which would make these Listing Particulars (including the
information incorporated by reference herein) 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 (including the
information incorporated by reference herein), 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, and the information incorporated by reference herein is current at
the date of such incorporated document. 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 incorporated by reference herein
or in our affairs since the date of these Listing Particulars or the date of the relevant incorporated document.
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
75893764_7

STABILIZATION
IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED,
FOR THE ORIGINAL DOLLAR NOTES, CITIGROUP GLOBAL MARKETS INC. FOR THE ADDITIONAL
DOLLAR NOTES AND DEUTSCHE BANK AG, LONDON BRANCH FOR THE STERLING NOTES
(TOGETHER THE "STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGERS) 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 THE STABILIZING MANAGERS) 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 ORIGINAL ISSUE DATE OR THE ADDITIONAL ISSUE
DATE OF THE NOTES, AS APPLICABLE, 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 DTC, Euroclear and Clearstream (together, the "Clearing
Systems" and each a "Clearing System"), as applicable.
The Issuer expects that the Notes offered and sold in the United States to qualified institutional buyers
(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 Issuer expects that the Notes offered
and sold outside the United States to non-U.S. persons (as defined in Regulation S) pursuant to Regulation S will
be 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 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. 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) contains 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.
iv
75893764_7

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.
PROHIBITION OF OFFERS TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) (the "Prospectus Directive"). No key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering
or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET
Solely for the purposes of the product approval process of each Initial Purchaser (each, a
"manufacturer"), the target market assessment in respect of the Notes described in these Listing Particulars has
led to the conclusion that: (i) the target market for such Notes is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of
such Notes to eligible counterparties and professional clients are appropriate. The target market and distribution
channel(s) may vary in relation to sales outside the EEA in light of local regulatory regimes in force in the relevant
jurisdiction. Any person subsequently offering, selling or recommending such Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of such Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
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.
v
75893764_7

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
Austria. These Listing Particulars has 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.
These Listing Particulars has not been approved under the German Securities Prospectus Act
(Wertpapierprospektgesetz) or the Prospectus Directive and accordingly the Notes may not be offered publicly in
Germany.
France. These Listing Particulars has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement
Général of the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance
to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France,
and offers and sales of the Notes will only be made in France to providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion
de portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a closed
circle of investors (cercle restreint d'investisseurs) acting for their own accounts, as defined in and in accordance
with Articles L. 411-2 and D. 411-1 of the Code 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 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 offering memorandum 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.
Ireland. No action may be taken with respect to the Notes in Ireland otherwise than in conformity with
the provisions of (a) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended, the
"MiFID Regulations"), including, without limitation, Regulation 5 (Requirement for Authorisation) thereof or
any codes of conduct made under the MiFID Regulations and the provisions of the Investor Compensation Act
1998 (as amended), (b) the Companies Act 2014 (as amended, the "Companies Act"), the Central Bank Acts
1942 to 2015 (as amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act
1989, (c) the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) (the "Irish Prospectus
Regulations") and any rules issued under Section 1363 of the Companies Act by the Central Bank of Ireland and
(d) the Market Abuse Regulations (EU 596/2014) (as amended) and any rules or guidance issued by the Central
Bank of Ireland under Section 1370 of the Companies Act. These Listing Particulars has been prepared on the
basis that, to the extent any offer is made in Ireland, any offer of the Notes will be made pursuant to one or more
of the exemptions in Regulation 9(1) of the Irish Prospectus Regulations from the requirement to publish a
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prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in Ireland of the
Notes which are subject of the offering contemplated in these Listing Particulars may only do so in circumstances
in which no obligation arises for the Issuer or the Initial Purchasers to publish a prospectus pursuant to Regulation
12 of the Irish Prospectus Regulations or supplement a prospectus pursuant to Regulation 51 of the Irish
Prospectus Regulations, in each case, in relation to such offer. None of the Issuer the Initial Purchasers have
authorized, or do authorize, the making of any offer of the Notes in circumstances in which an obligation arises
for the Issuer or the Initial Purchasers to publish or supplement a prospectus for such offer.
Grand Duchy of Luxembourg. These Listing Particulars has not been approved by and will not be
submitted for approval to the Luxembourg Supervision Commission of the Financial Sector (Commission de
Surveillance du Secteur Financier) for purposes of a public offering or sale in 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 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, as amended (the "Prospectus Act") and
implementing the Prospectus Directive. Consequently, these Listing Particulars and any other offering
memorandum, 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 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 other than to qualified
investors (gekwalificeerde beleggers) as defined in the Netherlands Financial Supervision Act (Wet op het
financieel toezicht).
Spain. This offering or these Listing Particulars have 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").
Switzerland. The Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. These Listing Particulars does not constitute a prospectus within the meaning of Art. 652A of the
Swiss Federal Code of Obligations.
United Kingdom. These Listing Particulars is for distribution only to, and is only directed at, persons
who (i) are investment professionals, as such term is defined in Article 19(5) of 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 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 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 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 AND THE INFORMATION INCORPORATED BY
REFERENCE HEREIN CONTAIN IMPORTANT INFORMATION THAT YOU SHOULD READ
BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference certain information posted by us on the website of Liberty Global, which
means that we can disclose important information to you by referring you to those documents. The information
that is incorporated by reference is considered to be part of these Listing Particulars.
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