Virgin Media Announces Required Consents Received In Its 2019 Notes Consent Solicitation

  Virgin Media Announces Required Consents Received In Its 2019 Notes Consent
  Solicitation

Business Wire

LONDON -- February 13, 2013

Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced
that the consent solicitation, undertaken at the request of Liberty Global,
Inc. (“LGI”) in order to facilitate the funding by LGI in connection with the
proposed merger of LGI and Virgin Media, by its subsidiary Virgin Media
Finance PLC (“VMF”) with respect to holders of VMF’s dollar denominated 8.375%
senior notes due 2019 and sterling denominated 8.875% senior notes due 2019
(collectively, the “2019 Notes”) has been successful and has obtained the
required consents necessary to approve the proposed amendments (the
“Amendments”) and waivers (the “Waivers”) to certain provisions of the
indenture governing the 2019 Notes set forth in the consent solicitation
statement dated February 6, 2013 (the “Consent Solicitation Statement”).

The adoption of the Amendments and the Waivers required the consents of the
holders of at least a majority in principal amount of the then outstanding
2019 Notes voting as a single class. A majority of noteholders (voting as a
single class) have submitted their consents and not validly withdrawn them
prior to the Revocation Deadline (as such term is defined in the Consent
Solicitation Statement). The solicitations of consents for the Waivers and
Amendments with respect to the 2019 Notes was independent of the concurrent
consent solicitations undertaken by Virgin Media Secured Finance PLC (“VMSF”),
with respect to VMSF’s senior secured notes due 2018 and 2021.

A supplemental indenture has been entered into with respect to the 2019 Notes
containing the Waivers and Amendments and binds all holders of the 2019 Notes,
including those that did not give their consent, though non-consenting holders
will not receive the consent payment.

The Waivers waive noteholders’ right to require VMF, as issuer of the 2019
Notes to offer to repurchase such holder’s notes as a result of the change of
control resulting from the proposed merger with LGI and all other defaults
that might result from the merger. The Waivers are effective and operative as
of the date hereof.

The Amendments are effective for the 2019 Notes but will be operative only
upon the successful conclusion of the merger. The Amendments (i) change the
definition of “Change of Control” to reflect the ownership of Virgin Media
following the recently announced merger and modify certain change of control
triggering events in the indentures, (ii) allow the ongoing reporting
covenants to be satisfied through the provision of reports by a new U.K.
public limited company which will directly own LGI and Virgin Media following
the merger and Virgin Media (or its successor) and (iii) amend certain other
provisions of the indentures as described in the Consent Solicitation
Statement.

Upon the terms and subject to the conditions set forth in the Consent
Solicitation Statement, with respect to the 2019 Notes, VMF will make a cash
payment in consideration of the consents to the Waivers at or promptly after
the Expiration Time of $1.25 per $1,000 in aggregate principal amount of
dollar denominated notes held by each holder of the 2019 Notes and £1.25 per
£1,000 in aggregate principal amount of sterling denominated notes held by
each holder of the 2019 Notes who has validly delivered, and not validly
revoked, a duly executed consent prior to the Expiration Time (as such term is
defined in the Consent Solicitation Statement).

Upon the terms and subject to the conditions set forth in the Consent
Solicitation Statement, with respect to the 2019 Notes, VMF will make a cash
payment in consideration of the consents to the Amendments at or promptly
after the consummation of the merger of $3.75 per $1,000 in aggregate
principal amount of dollar denominated notes held by each holder of the 2019
Notes and £3.75 per £1,000 in aggregate principal amount of sterling
denominated notes held by each holder of the 2019 Notes who has validly
delivered, and not validly revoked, a duly executed consent prior to the
Expiration Time.

The consent solicitation is being made solely on the terms and subject to the
conditions set forth in the Consent Solicitation Statement. The solicitation,
as well as the concurrent solicitations with respect to VMSF’s senior secured
notes due 2018 and 2021, will expire at 5:00 pm New York time on February 14,
2013. VMF may, in its sole discretion, terminate, extend or amend any consent
solicitation at any time as described in the Consent Solicitation Statement.

This announcement is for information purposes only and is neither an offer to
sell nor a solicitation of an offer to buy any security. No recommendation is
being made as to whether holders of 2019 Notes should consent to the
Amendments or the Waivers. The solicitation of consents is not being made in
any jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such solicitation under applicable state or foreign
securities or “blue sky” laws.

Forward-Looking Statements

Virgin Media cautions you that statements included in this announcement that
are not a description of historical facts are forward-looking statements that
involve risks, uncertainties, assumptions and other factors which, if they do
not materialize or prove correct, could cause Virgin Media's results to differ
materially from historical results or those expressed or implied by such
forward-looking statements. Certain of these factors are discussed in more
detail under 'Risk Factors' and elsewhere in Virgin Media's annual report on
Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on
February 7, 2013, as amended. There can be no assurance that the transactions
contemplated in this announcement will be completed. Virgin Media assumes no
obligation to update any forward-looking statement included in this
announcement to reflect events or circumstances arising after the date on
which it was made.

Contact:

For further information, contact:
Virgin Media Investor Relations
Richard Williams: +44 (0) 1256 753037
richard.williams@virginmedia.co.uk
or
Vani Bassi: +44 (0) 1256 752347
vani.bassi@virginmedia.co.uk
or
Phil Rudman: +44 (0)1256 752677
phil.rudman@virginmedia.co.uk
or
Media Contacts
At Tavistock Communications,
Lulu Bridges: +44 (0) 20 7920 3150
lbridges@tavistock.co.uk
or
Matt Ridsdale: +44 (0) 20 7920 3150
mridsdale@tavistock.co.uk
 
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