Virgin Media Secured Finance PLC Announces a Supplement to the Offering Memorandum Containing Virgin Media Inc.’s Prelimina...
February 16 2017 - 2:00AM
Business Wire
Virgin Media Secured Finance PLC (the “Issuer”) today
announced that it has published a supplement dated February 16,
2017 (the “Supplement”) to the offering memorandum dated
February 8, 2017 (the “Offering Memorandum”) relating to (i)
its offer to exchange (the “Exchange Offer”) any and all of
its outstanding sterling denominated 5.5% senior secured notes due
2021 (the “Original Sterling Notes”) for new
sterling-denominated 6.0% senior secured notes due 2025 (the
“New Notes”) and (ii) its solicitation (the “Consent
Solicitation” and, together with the Exchange Offer, the
“Offer”) of consents (the “Consents”) from Eligible
Holders participating in the Exchange Offer to make certain
proposed amendments to the indenture governing the Original
Sterling Notes (the “Proposed Amendments”). The
information in the Supplement supplements and amends the Offering
Memorandum and supersedes the information in the Offering
Memorandum to the extent inconsistent with the information in the
Offering Memorandum. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the
Offering Memorandum, as supplemented by the Supplement.
On February 15, 2016, Liberty Global plc (“Liberty
Global”) provided selected, preliminary unaudited financial and
operating information for certain of its fixed-income borrowing
groups, including Virgin Media Inc. and its subsidiaries (the
“Virgin Media Group”), for the three and twelve months ended
December 31, 2016 by posting a press release to its website. The
Supplement contains selected preliminary unaudited financial and
operating information of the Virgin Media Group for the three and
twelve months ended December 31, 2016.
The Offer is being made solely pursuant to the Offering
Memorandum (as supplemented by the Supplement).The terms and
conditions of the Offer, how to tender Original Sterling Notes in
the Offer and deliver Consents thereby, and certain conditions to
the Offer are set forth in the Offering Memorandum, as supplemented
by the Supplement. The Offering Memorandum and the Supplement
contain important information that should be read carefully before
any decision is made with respect to the Offer. The Exchange Offer
and Consent Solicitation will expire at 11:59 p.m., New York time,
on March 9, 2017, (as it may be extended, the “Expiration
Time”). Tendered Original Sterling Notes may be validly
withdrawn at any time prior to the earlier of (i) the Early
Exchange Deadline and (ii) the date on which the requisite consents
to the Proposed Amendments are received, but not thereafter.
Copies of the Offering Memorandum and Supplement can be obtained
by Eligible Holders of the Original Sterling Notes from the
Exchange Agent and Information Agent at the telephone number
below.
Virgin Media Secured Finance PLCMedia HouseBartley Wood Business
ParkHook, Hampshire RG27 9UPUnited Kingdom Vani Bassi, Head of
Investor Relations, +44 1256 752347Issued by: Virgin Media Secured
Finance PLC
About Virgin Media
Virgin Media offers four multi award-winning services across the
UK and Ireland: broadband, TV, mobile phone and landline. The
company’s dedicated, ultrafast network delivers the fastest widely
available broadband speeds to homes and businesses. We’re expanding
this through our £3bn Project Lightning programme to pass an
incremental 4 million premises. Our interactive TV service brings
live programmes, thousands of hours of on-demand programming and
the best apps and games in a set-top box, as well as on-the-go
services for tablets and smartphones. We launched the world’s first
virtual mobile network, offering fantastic value and services. We
are also one of the largest fixed-line phone providers in the UK
and Ireland. Through Virgin Media Business, we support
entrepreneurs, businesses and the public sector, delivering the
fastest speeds and tailor-made services. Virgin Media is part of
Liberty Global, the world’s largest international cable company,
with operations in more than 30 countries.
Disclaimer
None of the Issuer, Credit Suisse Securities (Europe) Limited
(the “Dealer Manager”), the trustee of the New Notes, the
trustee of the Original Sterling Notes, the Information Agent, or
the Exchange Agent (or their respective directors, employees or
affiliates) makes any recommendation as to whether or not Eligible
Holders of the Original Sterling Notes should submit Original
Sterling Notes for exchange and deliver Consents with respect to
such notes thereby. This announcement does not constitute the
solicitation of an offer to buy or an offer to sell Original
Sterling Notes or New Notes, as applicable, or a solicitation of
Consents, in any jurisdiction in which such offer, sale or
solicitation would be unlawful. The Offer is only being made (1) to
“qualified institutional buyers” as defined in Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”),
in a private transaction in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
4(a)(2) thereof and (2) outside the United States to persons that
are not “U.S. persons,” as such term is defined in Rule 902 of
Regulation S (“Regulation S”) under the Securities Act and
who would be participating in any transaction in accordance with
Regulation S. Holders of the Original Sterling Notes who have
certified to the Issuer that they are eligible to participate in
the Offer pursuant to at least one of the foregoing conditions are
referred to as “Eligible Holders”. The New Notes to be
offered have not been, and will not be, registered under the
Securities Act and may not be offered or sold in the United States
absent an applicable exemption from registration requirements.
This announcement does not describe all the material terms of
the Offer and no decision should be made by any holder of the
Original Sterling Notes on the basis of this announcement. The
complete terms and conditions of the Offer are described in the
Offering Memorandum and the Supplement. This announcement must be
read in conjunction with the Offering Memorandum and the
Supplement. The Offering Memorandum and the Supplement contain
important information which should be read carefully before any
decision is made with respect to the Offer. Additionally, the
Offering Memorandum and the Supplement contain forward-looking
statements and information that is necessarily subject to risks,
uncertainties and assumptions. No assurance can be given that the
Offer described herein will be consummated. The Issuer assumes no
obligations to update or correct the information contained in this
announcement. See “Forward-Looking Statements” and “Risk Factors”
in the Offering Memorandum for a more complete discussion of
certain factors that could affect Virgin Media Inc.’s future
performance and results of operation. If any holder is in any doubt
as to the contents of this announcement or the Offer or the action
it should take, it is recommended to seek its own financial and
legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Original Sterling Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to exchange
such Original Sterling Notes and deliver its Consent thereby
pursuant to the Offer.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only to
persons who (i) are investment professionals, as such term is
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (“FSMA”)) in connection with
the issue or sale of any New Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”).The
information contained in this announcement must not be acted on or
relied on in the United Kingdom by persons who are not Relevant
Persons. In the United Kingdom, the New Notes are and any
investment or investment activity to which this announcement
relates, is available only to Relevant Persons, and will be engaged
in only with such persons. Any person who is not a Relevant Person
should not act or rely on the information contained in this
announcement.
Holders of Original Sterling Notes with questions regarding
the Offer procedures should contact the Exchange Agent and/or
Information Agent for further information. All other questions
concerning the Offer should be directed to the Dealer
Manager.
Disclosure of inside information by Virgin Media Secured Finance
plc under Article 17(1) of Regulation (EU) 596/2014.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170216005455/en/
Dealer ManagerCredit Suisse
Securities (Europe) LimitedOne Cabot SquareLondon E14 4QJUnited
KingdomTelephone: +44 (0)207 883 8763Attention: The Liability
Management DeskEmail:
liability.management@credit-suisse.comorExchange Agent and Information AgentLucid
Issuer Services LimitedAttention: Sunjeeve Patel / Paul
KammingaTel: +44 (0)20 7704 0880Email: virginmedia@lucid-is.com
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