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Virgin Media Secured Finance PLC Negotiates Private Placement Add-On of £40 Million of 5.250% Senior Secured Notes due 2029
[July 25, 2019]

Virgin Media Secured Finance PLC Negotiates Private Placement Add-On of £40 Million of 5.250% Senior Secured Notes due 2029


Virgin Media (News - Alert) Secured Finance PLC, a public limited company incorporated under the laws of England and Wales and an indirect wholly-owned subsidiary of Virgin Media Inc. ("Virgin Media") (the "Issuer") announced today that it successfully negotiated a private placement of £40 million in aggregate principal amount of its 5.250% Senior Secured Notes due 2029 (the "Additional Notes"). The Additional Notes will be issued and sold as an additional issuance of the Issuer's outstanding 5.250% Senior Secured Notes due 2029, that were originally issued on 16 May 2019 in an aggregate principal amount of £300 million (the "Original Notes"), that are listed on the Luxembourg Stock Exchange (ISIN: XS1996438948, Common Code: 199643894).

The Additional Notes are expected to be issued on 1 August 2019. Upon issuance, the Additional Notes will have a different international securities identification number ("ISIN") and common code ("Common Code") from, and will not trade fungibly with, the Original Notes during the 40-day period prescribed by Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended, commencing on the issue date of the Additional Notes (the "Distribution Compliance Period"). Following the Distribution Compliance Period, the Additional Notes will become fully fungible with, and have the same ISIN and Common Code as, the Original Notes sold pursuant to Regulation S.

The Issuer will use the proceeds of the Additional Notes (i) to fund the redemption of 10% of the aggregate principal amount of the Issuer's sterling denominated 6.250% Senior Secured Notes due 2029 issued pursuant to an indenture dated 28 March 2014 between, among others, the Issuer, the guarantors named therein and The Bank of New York Mellon, London Branch, as trustee (as amended, amended and restated, novated, supplemented or otherwise modified from time to time, the "2014 Indenture"), together with the payment of accrued and unpaid interest and related premium, in accordance with the terms of the 2014 Indenture, and (ii) for general corporatepurposes, which may include loans, distributions or other payments to Virgin Media and its direct or indirect parent companies.



About the Virgin Media Group

Virgin Media is one of the U.K.'s and Ireland's largest providers of residential video, broadband internet and fixed-line telephony services in terms of the number of customers, providing cable broadband services to approximately six million residential customers and approximately 15 million RGUs, and providing mobile telephony services to approximately three million mobile telephony customers, as of 31 March 2019.


This announcement is not directed at, or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing.

The Original Notes and the Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold, resold or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States.

This announcement contains or, incorporates by reference, "forward-looking statements." These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "projects," "expects," "intends," "aims," "plans," "predicts," "may," "will," "seeks," "could," "would," "shall" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of Virgin Media concerning, among other things, Virgin Media's results of operations, financial condition, prospects, growth, strategies and the industries in which Virgin Media operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond Virgin Media's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions relating to Virgin Media's actual results of operations and financial condition and the development of the industries in which Virgin Media operates which may differ materially from those suggested by the forward-looking statements contained in, or incorporated by reference into, in this announcement. In addition, even if Virgin Media's actual results of operations, financial condition and the development of the industries in which Virgin Media operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements contained in, or incorporated by reference into, this announcement speak only as of the date of this announcement. Virgin Media expressly disclaims any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law.


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