VMED: Virgin Media Inc.: Tender Offer

  VMED: Virgin Media Inc.: Tender Offer

UK Regulatory Announcement


Virgin Media Announces Notice of Change of Control and Offer to Purchase
Relating to Certain Outstanding Notes

LONDON, May 3, 2013 - Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED)
(LSE:VMED) today announced that its subsidiaries Virgin Media Finance PLC
(“VMF”) and Virgin Media Secured Finance PLC (“VMSF” and, together with VMF,
the “Offerors”) will notify holders (the “Notice”) of VMF’s dollar-denominated
5.25% senior notes due 2022, dollar-denominated 4.875% senior notes due 2022
and sterling-denominated 5.125% senior notes due 2022 (collectively, the “2022
Notes”) and VMSF’s dollar-denominated 5.25% senior secured notes due 2021 and
sterling-denominated 5.5% senior secured notes due 2021 (collectively, the
“2021 Notes” and, together with the 2022 Notes, the “Notes”) that a “Change of
Control”, as defined in each of the indentures governing the Notes, is
expected to occur upon the consummation of the transactions (the “Change of
Control Transaction”) contemplated by the Agreement and Plan of Merger dated
as of February 5, 2013 (as amended on March 6, 2013 and as may be further
amended or supplemented from time to time, the “Merger Agreement”) between
Virgin Media, Liberty Global, Inc. (“Liberty Global”), Liberty Global
Corporation Limited and certain other wholly owned subsidiaries of Liberty
Global. Pursuant to the terms of the Notes, following the consummation of the
Change of Control Transaction, holders of the Notes will have the right to
require VMF or VMSF, as applicable, to purchase all or a portion of such
holders’ Notes, plus any accrued and unpaid interest up to, but not including,
the date of purchase (the “Payment Date”).

The Offerors have today commenced tender offers for the Notes (the “Tender
Offers”) in contemplation of, and conditioned on, the consummation of the
Change of Control Transaction.

The Notice and terms and conditions of the Tender Offers are included in the
Notice of Change of Control and Offer to Purchase dated May 3, 2013 (the
“Offer to Purchase”) to be distributed to holders of the Notes. The Tender
Offers are subject to the satisfaction of certain conditions, including the
consummation of the Change of Control Transaction.

The Tender Offers will expire at 11:59 p.m., New York City time, on June 7,
2013, unless extended or earlier terminated (such time and date, as the same
may be extended, the “Expiration Date”). Holders must validly tender their
Notes, and not validly withdraw their Notes, at or prior to the Expiration
Date to be eligible to receive the applicable Tender Offer Consideration (as
defined below), plus accrued interest. Notes tendered may be withdrawn at any
time prior to the Expiration Date.

The amount in cash in U.S. dollars or pounds sterling (as applicable) (the
“Tender Offer Consideration”) to be paid to holders for each $1,000 or £1,000
(as applicable) principal amount of the Notes accepted for purchase in the
Tender Offers is:

Description of the        Outstanding     CUSIP/ISIN/        Tender Offer
Notes                    Principal                        Consideration^1
                          Amount          Common Code
Dollar-denominated                        CUSIP 92769V
5.25% Senior Notes due    $500,000,000    AC3, ISIN          $1,010.00
2022                                      US92769VAC37
Dollar-denominated                        CUSIP 92769VAD1,
4.875% Senior Notes due   $900,000,000    ISIN               $1,010.00
2022                                      US92769VAD10
Sterling-denominated                      ISIN
5.125% Senior Notes due   £400,000,000    XS0850236596,      £1,010.00
2022                                      Common Code
                                          Regulation S
                                          Notes: CUSIP
                                          G9372G AC2, ISIN
Dollar-denominated                        Rule 144A Notes:
5.25% Senior Secured      $500,000,000    CUSIP 92769X       $1,010.00
Notes due 2021                            AE5, ISIN
                                          Notes: CUSIP
                                          92769XAF2, ISIN
                                          Regulation S
                                          Notes: ISIN
                                          Common Code
Sterling-denominated                      059790196
5.50% Senior Secured      £650,000,000                       £1,010.00
Notes due 2021                            Rule 144A Notes:
                                          Common Code

Per $1,000 or £1,000 (as applicable) principal amount of the Notes.

The Payment Date, in respect of any Notes that are validly tendered (and not
validly withdrawn) at or prior to the Expiration Date and that are accepted
for purchase, will be promptly after the Expiration Date and is expected to be
within two (2) business days of the Expiration Date. Payment of the Notes will
be made by the deposit of immediately available funds by the Offerors with the
relevant clearing system.

Notes accepted for payment pursuant to the Tender Offers will be accepted only
in minimum principal amounts of $1,000 and integral multiples of $1,000 in
excess thereof with respect to the dollar-denominated Notes, and minimum
principal amounts of £100,000 and integral multiples of £1,000 in excess
thereof with respect to the sterling-denominated Notes. The Offerors intend to
cancel all of the Notes purchased pursuant to the Tender Offers.

Lucid Issuer Services Limited has been appointed as tender agent and
information agent (in such capacities, the “Tender Agent”) in connection with
the Tender Offers. Copies of the Offer to Purchase can be obtained by eligible
holders of the Notes from the Tender Agent at the telephone number below.

None of Virgin Media, the Offerors and the Tender Agent or any of their
affiliates are making any recommendations to holders of Notes as to whether to
tender or refrain from tendering their Notes in the Tender Offers. In making a
decision whether to tender their Notes pursuant to the Tender Offers, Holders
of Notes must rely on their own examination of the Offerors and the
information contained in the Offer to Purchase, including their own
determination of the merits and risks involved in participating in the Tender

This announcement is neither an offer to purchase nor the solicitation of an
offer to sell any of the securities described herein, nor shall there be any
offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Tender Offers are made solely
pursuant to the Offer to Purchase.

                              The Tender Agent:
                        Lucid Issuer Services Limited
                                 Leroy House
                                436 Essex Road
                                 London N13QP
                                United Kingdom
                         Telephone: +44 20 7704 0880
                  Attention: Thomas Choquet /Sunjeeve Patel
                       Email: virginmedia@lucid-is.com

Forward-Looking Statements

Virgin Media cautions you that statements included in this announcement that
are not a description of historical facts, such as statements about the
expected Change of Control Transaction, 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. 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.

For further information, contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 1256 753037 / richard.williams@virginmedia.co.uk
Vani Bassi: +44 (0) 1256 752347 / vani.bassi@virginmedia.co.uk

Media Contacts

At Tavistock Communications

Lulu Bridges: +44 (0) 20 7920 3150 / lbridges@tavistock.co.uk
Matt Ridsdale: +44 (0) 20 7920 3150 / mridsdale@tavistock.co.uk


Virgin Media Inc.
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