Virgin Media Announces Cash Tender Offer For Up To $1.6 Billion Senior Notes
The Issuer intends to cancel and retire all of the Notes purchased pursuant to the tender offer. The Issuer intends, though is under no obligation, to issue a redemption notice for all 2016 Notes not tendered pursuant to the 2016 Notes Offer pursuant to which the Issuer will pay the make-whole amount for such 2016 Notes.
|Early Tender Deadline for 2016 and 2019 Notes||11:59 p.m., New York City time, October 23, 2012.||The last time for Holders to tender Notes in order to qualify for the payment of the applicable Total Consideration, which includes the applicable Early Tender Premium.|
|Withdrawal Deadline for 2016 and 2019 Notes||11:59 p.m., New York City time, October 23, 2012.||The last time for Holders to validly withdraw tenders of Notes. The Issuer may extend the Early Tender Deadline or increase, decrease or waive the Maximum Tender Amount, in each case without extending the Withdrawal Deadline.|
|Early Settlement Date for 2016 Notes||A business day following the Early Tender Deadline and the satisfaction or waiver of the conditions to the Offers and is expected to be no earlier than October 30, 2012.||The day that Holders of 2016 Notes will be paid the applicable Total Consideration and accrued interest for 2016 Notes validly tendered at or prior to the Early Tender Deadline and not withdrawn and that are accepted for purchase.|
|Expiration Date for 2016 and 2019 Notes||11:59 p.m., New York City time, November 6, 2012.||The last time for Holders to tender Notes pursuant to the Offers in order to be eligible to receive payment of the applicable Tender Offer Consideration, which excludes the applicable Early Tender Premium.|
|Settlement Date for 2016 and 2019 Notes||Promptly after the Expiration Date. The Issuer expects that this date will be on or about November 7, 2012.||The day that Holders will be paid the applicable Total Consideration and accrued interest for 2019 Notes validly tendered at or prior to the Early Tender Deadline and that are accepted for purchase and the applicable Tender Offer Consideration and accrued interest for Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Date and that are accepted for purchase.|
J.P. Morgan Securities PLC and J.P. Morgan Securities LLC and their respective affiliates (“J.P. Morgan”) and The Royal Bank of Scotland plc and RBS Securities Inc. and their respective affiliates (“RBS”) are acting as Dealer Managers for the tender offers. The Information and Tender Agent for the tender offer is Lucid Issuer Services Limited. Holders with questions about the tender offer should contact the Dealer Managers or the Information and Tender Agent. Requests for copies of any Offer to Purchase or Letter of Transmittal should be directed to the Information and Tender Agent at firstname.lastname@example.org. Any questions or requests for assistance may be directed to the Dealer Managers at the addresses and telephone numbers set forth herein.
None of Virgin Media, the Issuer, the Dealer Managers, the Information and 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 offer. Holders of Notes must decide how many Notes they will tender, if any.
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