Virgin Media (NASDAQ:VMED)(LSE:VMED) today announced that it has commenced an offer to exchange any and all of the $1,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes due 2018 and £875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due 2018 (the “outstanding notes”) issued in a private placement by its wholly-owned subsidiary Virgin Media Secured Finance PLC, for a like amount of Virgin Media Secured Finance PLC’s new 6.50% Senior Secured Notes due 2018 and 7.00% Senior Secured Notes due 2018, respectively (the “exchange notes”), which have been registered under the U.S. Securities Act of 1933, as amended.

The exchange offer is being made to satisfy Virgin Media’s obligations under a registration rights agreement entered into on January 19, 2010 in connection with the original issuance of the outstanding notes, and does not represent a new financing transaction. Virgin Media will not receive any further proceeds from the exchange offer.

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes except that certain transfer restrictions, registration rights and additional interest provisions do not apply to the exchange notes. Outstanding notes that are not exchanged will continue to be subject to the existing transfer restrictions and Virgin Media will generally have no further obligation to provide for the registration of those notes under the U.S. Securities Act.

The exchange offer will expire at 5:00 p.m., Eastern Time, on August 2, 2010, unless extended by Virgin Media. Tenders of outstanding notes must be properly made before the exchange offer expires and may be withdrawn at any time before the exchange offer expires.

Requests for the exchange offer prospectus and the related letter of transmittal should be directed to the exchange agent, The Bank of New York Mellon, at +44 207 964 4958 or +1 212 815 5788.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy 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. A registration statement on Form S-4 relating to the exchange offer was declared effective by the U.S. Securities and Exchange Commission on July 1, 2010. The exchange offer is made solely pursuant to the prospectus dated July 2, 2010 and the related letter of transmittal.

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 26, 2010, and its quarterly report on Form 10-Q as filed with the SEC on May 6, 2010. 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.

Copyright Business Wire 2010