Ono Finance 20F 2004 Annual report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

o		Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (Fee required)
		or
ý		Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004 (No Fee required)
		or
o		Transaction report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from N/A to N/A (No Fee required)

Commission file number 333-10976-01

ONO Finance PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales

(Jurisdiction of Incorporation or Organization)

10 Upper Bank Street, London E14 5JJ

(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

€113,702,000 14% Notes Due 2010

$58,920,000 14% Notes Due 2011

€8,038,000 14% Notes Due 2011

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

50,000 Ordinary Shares

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for the shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) N/A

(2) N/A

Indicated by check mark which financial statement item the registrant has elected to follow.

Item 17 o

Item 18 ý

ONO Finance PLC (“ONO Finance”) is a company organized under the laws of England and Wales. In this Annual Report, references to “we,” “us,” and “our” are to ONO Finance. References to the “2010 EUR Notes” are to the € 113,702,000 14% Notes due 2010 (“2010 Notes”), references to the “2011 USD Notes” are to the $58,920,000 14% Notes due 2011, references to the “2011 EUR Notes” are to the €8,038,000 14% Notes due 2011 (together with the 2011 USD Notes, the “2011 Notes”) and references to the “2014 Notes” are to the €180,000,000 10.5% Notes and to the €100,000,000 Euribor 3m + 8.5% Notes due 2014, all issued by ONO Finance. The 2010 Notes, the 2011 Notes and the 2014 Notes are collectively referred to as the “Notes.”

Presentation of Financial and Certain Other Information

Unless otherwise indicated or otherwise required by the context, all references in this Form 20-F to “EUR,” “euro” or “€” are to the lawful currency in eleven Member States of the European Union. “U.S. dollars,” “dollars,” “U.S.$,” “USD” or “$” are to United States dollars, the lawful currency of the United States of America. References to “pounds” or “£” are to British pounds sterling, the lawful currency of the United Kingdom.

Amounts stated in U.S. dollars, unless otherwise indicated, have been translated from pounds at an assumed rate solely for your convenience, and should not be construed as representations that pound amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at any other rate. Unless indicated otherwise, U.S. dollar amounts have been translated from the pound at the rate of £1.00 = $1.9160, the noon buying rate in New York City for cable transfers in pounds as certified for customs purposes by the Federal Reserve Bank of New York, or the Pound Noon Buying Rate, on December 31, 2004.

We maintain our accounting records and prepare our statutory accounts in accordance with generally accepted accounting principles in the United Kingdom, or U.K. GAAP. Our audited financial statements as of December 31, 2003 and 2004 and for the years ended December 31, 2002, 2003 and 2004, and, unless otherwise indicated, other financial information in this Form 20-F, have been prepared in accordance with U.K. GAAP, which differs in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. For a discussion of the most significant differences between U.K. GAAP and U.S. GAAP and reconciliations of net income and shareholders’ equity to U.S. GAAP, see note 13 of the notes to our financial statements included in this Form 20-F.

Certain numerical figures included in the Form 20-F have been subject to rounding adjustments; accordingly, numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

Further Information

The Notes have been guaranteed by Cableuropa, S.A.U. (“Cableuropa”) and certain of its subsidiaries (collectively, the “ONO Group”). Information regarding Cableuropa and the other Note guarantors is available in Cableuropa’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2005 (the “Cableuropa Annual Report”). Our registered office is located at 10 Upper Bank Street, London E14 5JJ, England.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This Annual Report on Form 20-F contains certain forward looking statements as defined in section 27A of the Securities Act and in section 21E of the United States Securities Exchange Act of 1934. These forward looking statements are accompanied by, and should be read in conjunction with, an explanation of factors that could cause actual results to differ materially from those expressed as such forward looking statements. By their nature, forward looking statements involve risk and uncertainty, and the factors described in the context of such forward looking statements and other factors referred to in this Annual Report on Form 20-F, particularly in Item 4. “Information on the Company” and Item 5. “Operating and Financial Review and Prospects.” could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. We are claiming the benefits of the safe harbor provisions referred to above.

TABLE OF CONTENTS

PART I

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Selected Financial Data

The following summary historical financial information presented below under the captions profit and loss account and balance sheet data is derived from our audited financial statements as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004. You should read the following financial information together with our audited financial statements and notes thereto included in Item 18 of this Annual Report. The financial statements have been prepared in accordance with U.K. GAAP, which differs in certain significant respects from U.S. GAAP. You can find a description of the most significant differences between U.K. GAAP and U.S. GAAP relevant to us and reconciliations in note 13 of the notes to our financial statements.

Profit and Loss Account

	Year ended December 31
	2000		2001		2002		2003		2004
	£		£		£		£		£
Interest receivable and similar income	44,665,846		86,248,879		88,695,480		35,432,928		58,212,304
Foreign exchange gains/(losses), net	(11,678	)	(307	)	9,941		1,300		(309	)
Interest payable and similar charges	(44,620,397	)	(86,189,430	)	(88,629,172	)	(35,410,071	)	(58,184,051	)
Profit on ordinary activities before taxation	33,771		59,142		76,249		24,157		27,944
Tax on profit on ordinary activities	—		(17,743	)	(9,335	)	(4,240	)	(5,000	)
Profit on ordinary activities after taxation	33,771		41,399		66,914		19,917		22,944
Dividend	—		(75,000	)	(74,997	)	—		—
Retained profit/(loss) for the period	33,771		(33,601	)	(8,083	)	19,917		22,944

Statement of Recognized Gains and Losses

	Year ended December 31,
	2000		2001		2002		2003		2004
	£		£		£		£		£
Profit for the financial period	33,771		41,399		66,914		19,917		22,944
Revaluation of equity value certificates due from Cableuropa	(3,567,713	)	39,586,078		(30,535,128	)	1,383,148		6,327
Revaluation of equity value certificates due to bondholders	3,567,713		(39,586,078	)	30,535,128		(1,383,148	)	(6,327	)
Profit for the financial period	33,771		41,399		66,914		19,917		22,944

Balance Sheet

	As at December 31,
	2000		2001		2002		2003		2004
	£		£		£		£		£
Debtors: receivable after more than one year	374,028,569		565,865,404		572,209,595		282,912,545		320,517,571
Debtors: receivable within one year	26,135,308		108,582,822		59,931,601		32,170,463		14,704,154
Total debtors	400,163,877		674,448,226		632,141,196		315,083,008		335,221,725
Cash at bank and in hand	12,475		23,863		85,745		43,552		61,820
Current assets	400,176,352		674,472,089		632,226,941		315,126,560		335,283,545
Creditors: amounts falling due within one year	(22,436,726	)	(29,310,829	)	(28,978,215	)	(15,419,513	)	(10,211,620	)
Net current assets	377,739,626		645,161,260		603,248,726		299,707,047		325,071,925
Creditors: amounts falling due after more than one year	(377,677,049	)	(645,132,284	)	(603,227,833	)	(299,666,237	)	(325,008,171	)
Net assets	62,577		28,976		20,893		40,810		63,754
Capital and Reserves
Called up share capital	12,502		12,502		12,502		12,502		12,502
Profit and loss account	50,075		16,474		8,391		28,308		51,252
Equity shareholders’ funds	62,577		28,976		20,893		40,810		63,754

U.S. GAAP Data:

	As at December 31,
	2000	2001	2002	2003	2004
	£	£	£	£	£
Net profit/(loss)	33,771	41,399	66,914	19,917	22,944
Shareholders’ equity	62,577	103,976	95,890	40,810	63,754

Exchange Rates

For your convenience, this Annual Report contains certain translations of pounds into U.S. dollars based on the noon buying rate. The noon buying rate is the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table below provides, for the periods indicated, the period-end, average, high and low exchange rates between the pound and the U.S. dollar, expressed in dollars per pound, based on the noon buying rate. These rates have been provided for your convenience and they are not the exchange rates used to prepare the financial statements included in this Annual Report. On December 31, 2004, the noon buying rate was £1.00 = U.S.$1.9160.

Year ended December 31,	High	Low	Average Rate(1)	End of Period
	(dollars per pound)
2004	1.9482	1.7544	1.8356	1.9160
2003	1.7842	1.5500	1.6450	1.7842
2002	1.6095	1.4074	1.5084	1.6095
2001	1.5045	1.3730	1.4418	1.4543
2000	1.6765	1.4514	1.5667	1.4515

(1) The average rates for each period reflect the average of the noon buying rates on the last business day of each month during the relevant period.

The table below sets forth the high and low exchange rates between the pound and the dollar expressed in dollars per pound, for each of the full six months ending May 31, 2005.

	High	Low
	(U.S. dollars per pound)
2005
May	1.9048	1.8205
April	1.9197	1.8724
March	1.9292	1.8657
February	1.9249	1.8570
January	1.9058	1.8647
2004
December	1.9482	1.9125

Risk Factors

Our business, our ability to pay the principal and interest on the Notes and any decision by security holders are subject to a number of significant risks, including those described below. These risks are not the only ones associated with our business or the Notes. Additional risks not known to us at present or that we currently deem immaterial may also impair our business operations and our ability to pay the principal and interest on the Notes.

We are a financing entity with no additional operations

We are a financing entity with no business operations other than the issuance of debt securities, including the Notes, and the lending of the proceeds of such offerings to the ONO Group under the multi-borrower credit facilities, or similar agreements (such as the notes proceeds loans). We will rely on payments that the ONO Group must make under the multi-borrower credit facilities and the notes proceeds loans to provide the funds necessary for us to pay principal and interest on the Notes and to pay our other expenses. Therefore, we are subject to all risks to which the ONO Group is subject, to the extent such risks could limit their ability to satisfy their obligations under the multi-borrower credit facilities and the notes proceeds loans. For a discussion of other risk factors affecting the Notes and the operations of the business of the ONO Group, see Item 3.D. “Key Information—Risk Factors” of the Cableuropa Annual Report on Form 20-F, as filed with the SEC on April 27, 2005.

Item 4. Information on the Company

History and Development of the Company

We were incorporated on August 20, 1998 as a public limited company with limited liability under the laws of England and Wales. Our registered office is at 10 Upper Bank Street, London EC 14 5JJ, England. We are registered as a company with the Registrar of Companies for England and Wales with company number 3619149. Our authorized and issued share capital is £50,000 divided into 50,000 ordinary shares with a par value of one pound each, of which two fully-paid shares and 49,998 shares paid up to one quarter have been issued.

Business Overview

Our principal purpose is to finance the business operations of the ONO Group. We have conducted no other operations since we were established and will have no subsidiaries or significant businesses other than the issuance of debt securities and are not expected to produce any income except for payments received from the ONO Group under the multi-borrower credit facilities and notes proceeds loans. For more information on the business operations of the ONO Group, see Item 4 “Information on the Company” of the Cableuropa Annual Report on Form 20-F, as filed with the SEC on April 27, 2005.

Organizational Structure

ONO Finance (Holdings) Limited (“Holdings”), an English private limited company, holds 98% and Cableuropa holds the remaining 2% of our share capital. Holdings has a share capital of one pound consisting of a single share of par value one pound and its sole shareholder is Royal Exchange Trust Company Limited (“Retco”), which holds the Holding’s share under the terms of an English law charitable trust.

Property, Plant and Equipment

We do not own, lease, or otherwise occupy any property.

Legal Proceedings

We are currently not party to any legal proceedings.

Item 5. Operating and Financial Review and Prospects

Critical Accounting Policies

We prepare our financial statements in accordance with U.K. GAAP, which differ in certain significant respects from U.S. GAAP. You can find a description of the most significant differences between U.K. GAAP and U.S. GAAP relevant to us and reconciliations of net income and shareholders’ equity in note 13 of the notes to our financial statements. The preparation of financial statements in conformity with U.K. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and contingent liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may vary from these estimates.

For a summary of all of our significant accounting policies, including the critical accounting policies discussed below, see note 1, Accounting Policies, to our financial statements.

Loans

Borrowings are included as liabilities in the balance sheet at their proceeds, net of discount and expenses. The expenses and discount are charged to loan interest in the profit and loss account over the term of the borrowing, using the effective interest method. Funds on lent to the ONO Group are accounted for in exactly the same manner in order to match the borrowing and the debtor treatment. Our ability to meet our debt obligations is dependent on the ONO Group meeting its debt obligations to us under the multi-borrowers credit facilities and notes proceeds loans.

Foreign exchange

Transactions in foreign currencies are translated into British pounds sterling at the rates of exchange current at the dates of the transactions. Foreign currency monetary assets and liabilities in the balance sheet are translated into sterling at the rates of exchange ruling at the end of the year. The resulting gain or loss is included as an exchange gain or loss in the profit and loss account. Any exchange loss will be offset by exchange gains.

Results of Operations

We are a financing entity whose principal business is to finance the business operations of the ONO Group. We have conducted no other operations since we were established and expect not to have subsidiaries or significant businesses other than the issuance of debt securities and are not expected to provide any income except payments received from the ONO Group under the multi-borrower credit facilities and the notes proceeds loans. Our significant business events during 2004 were a new bond issuance on May 17, 2004 for €280 million split between €100 million of floating rates notes priced at three month Euribor plus a margin of 8.5%, and €180 million of fixed rate notes priced at 10.5% and the cancellation of a significant portion of the Notes purchased during May and June 2004.

After these transactions, the following Notes remain outstanding:

	Thousand of Euro or US$ (as applicable)
	Outstanding Bonds			Outstanding Loans to the Cableuropa Group
	Face	Interest Rate		Total loan @ maturity	Interest Rate

Euro Notes due 2010	113,702	14.00		113,702	14.010
Euro Notes due 2011	8,038	14.00		8,038	16.252
US$ Notes due 2011	58,920	14.00		58,920	16.252
Euro Fixed Notes due 2014	180,000	10.50		180,000	10.510
Euro Floating Notes due 2014	100,000	Euribor + 8.5	%	100,000	Euribor + 8.51	%

For a discussion on the operating and financial review and prospects of the ONO Group, see Item 5. “Operating and Financial Review and Prospects” of Cableuropa’s Annual Report on Form 20-F, as filed with the SEC on April 27, 2005.

Item 6. Directors, Senior Management and Employees

Directors

The following table shows information regarding our directors:

Name	Age	Title	Member of Board of Director Since	Termination
Bryan Donald Needham	61	Director	1999	Resigned on 15 July 2004
Peter Michael Hills	49	Director	2000	Deceased on 12 December 2004
Capita Trust Company Limited	n/a	Director	15 July 2004	n/a
Adrian Walton Gower	43	Director	12 December 2004	n/a

Adrian Walton Gower, is a Director of Capita Trust Company Limited and head of Corporate Trust which administers a wide range of Corporate Trusts including securitizations. Mr. Gower is a Director of a number of companies through the involvement of Capita IRG Trustees Limited and Capita Trust Company Limited in securitizations (see below).

Capita Trust Company Limited, a subsidiary of The Capita Group, administers a wide range of Corporate Trusts including securitizations. Capita Trust Company Limited is a Director of a number of companies through the involvement of Capita IRG Trustees Limited in securitizations (see below).

The following table shows information regarding the main outside activities currently undertaken by our directors.

Name		Main Activities outside ONO Finance
Adrian Walton Gower		Adrian Gower serves as director for the following companies: Aire Valley Finance (No. 2) Plc; Aire Valley Finance Plc; Aire Valley Trustees (No 2) Limited; Anglia Funding Limited; Anglia Options Limited; Artesian Finance II Plc; Artesian Finance Plc; Burra Limited; Capita Consortium Nominees No. 1 Limited; Capita Consortium Nominees No. 2 Limited; Capita Consortium Nominees No. 3 Limited; Capita Trust Company Limited; Capita Trust Corporate Limited; Capita Trust Nominees No.1 Limited Capita Trust Nominees No.2 Limited; Capita Trust Secretaries Limited; Southern Pacific Securities 05-2 Parent Limited; Southern Pacific Financing 05-B Parent Limited; Dee Valley Water (Holdings) Limited; Epic (Caspar) Holdings Limited; Epic (Caspar) Options Limited Epic (Caspar) Plc; EPIC (Unite) Holdings Plc; EPIC (Unite) Options Limited; EPIC (Unite) Plc; Festival Funding Limited; Fiesta Funding Limited; Finance For Higher Education

Limited; Finance for Mortgages Limited; Finance For Residential Social Housing (Holdings) Limited; Finance For Residential Social Housing Plc; First Finance London Ltd; First Securitisation Company Limited; Gallaher Asset Finance 2000 Limited; GHG Finance Limited; Gracechurch Card Funding (No. 1) Plc; Gracechurch Mortgage Finance (No. 2) Plc Gracechurch Mortgage Finance (No. 3) Plc; Gracechurch Mortgage Finance Plc; Gracechurch Mortgage Trustee (No. 1) Limited; Gracechurch Mortgage Trustee (No. 2) Limited; Gracechurch Mortgages (Holdings) Limited; Gracechurch Personal Loan Finance (No. 1) Plc; Gracechurch Receivable (Holdings) Limited; Gracechurch Receivable Trustee Limited; Guaranteed Export Finance Corporation Plc; H.A Funding Limited; Higher Education Securitised Investment Series (Holdings) Limited; The Higher Education Securitised Investments Series No. 1 Plc; The Housing Association Funding Plc; HSMS; Hurst UK Finance Limited; Investors Finance Company (Holdings) Limited; Investors Finance Company Plc; L.A.B Investments (Holdings) Ltd; L.A.B Investments Plc; Leek Finance Holdings Number Eight Limited; Leek Finance Holdings Number Eleven Limited; Leek Finance Holdings Number Fifteen Limited; Leek Finance Holdings Number Five Limited; Leek Finance Holdings Number Four Limited; Leek Finance Holdings Number Fourteen Limited; Leek Finance Holdings Number Nine Limited; Leek Finance Holdings Number Seven Limited; Leek Finance Holdings Number Six Limited; Leek Finance Holdings Number Sixteen Limited; Leek Finance Holdings Number Ten Limited; Leek Finance Holdings Number Three Limited; Leek Finance Holdings Number Twelve Limited; Leek Finance Holdings Number Two Limited; Leek Finance Number Eight Limited; Leek Finance Number Eleven Plc; Leek Finance Number Fifteen Plc; Leek Finance Number Five Limited; Leek Finance Number Four Limited; Leek Finance Number Fourteen plc; Leek Finance Number Nine Limited; Leek Finance Number Seven Plc; Leek Finance Number Six Limited; Leek Finance Number Sixteen Plc; Leek Finance Number Ten Plc; Leek Finance Number Three Plc; Leek Finance Number Twelve Plc; Leek Finance Number Two Plc; Lothbury Funding No. 1 Plc; Maple Mortgages Holdings Limited; Maple Mortgages Securities No 1 Plc; Meadowhall CMR Finance Plc; Meadowhall CMR Holdings Limited; Meerbrook Finance Holdings Number One Limited; Meerbrook Finance Holdings Number Two Limited; Meerbrook Finance Number One Limited; Meerbrook Finance Number Two Limited; Meridian VAT Trustees Limited; Merrion Square (Holdings) Limited; Millennium Link Trust; Monument MT No. 1 Limited; Monument MT No. 2 Limited; Monument Options No. 1 Limited; Monument Post-Enforcement No. 2 Limited; Monument Securitisation (CMBS) No. 1 Plc; Monument Securitisation (CMBS) No.1 Plc; Monument Securitisation (CMBS) No.2 Limited; Monument Securitisation Holdings Limited; Monument Securitisation Holdings No. 2 Limited; Morgan Stanley Mortgage Finance (Broadgate) Plc; Mortgage Express (No. 2); Mortgage Express Holdings; Mortgage Platforms Asset Sale 1 Limited; Mortgages No.1 (Holdings) Limited; Mortgages No.1 (Options) Limited; Mortgages No.1 Plc; Mortgages No.2 (Holdings) Limited; Mortgages No.2 (Options) Limited; Mortgages No.2 Plc; Mortgages No.3 (Holdings) Limited; Mortgages No.3 (Options) Limited; Mortgages No.3 Plc; Mortgages No.4 (Holdings) Limited; Mortgages No.4 (Options) Limited; Mortgages No.4 Plc; Mortgages No.5 (Holdings) Limited; Mortgages No.5 (Options) Limited; Mortgages No.5 Plc; Mortgages No.6 (Holdings) Limited; Mortgages No.6 (Options) Limited; Mortgages No.6 Plc; Non Conforming Mortgages 1 Plc; Norland DACS 14 Limited; Norland DACS 18 Limited; Norland DACS 11 Limited; Norland DACS 13 Limited; Norland DACS 15 Limited; Norland DACS 16 Limited; Norland DACS 17 Limited; Norland DACS 19 Limited; Norland DACS 20 Limited; ONO Finance(Holdings) Limited; Orchardbrook Limited; Orvieto Limited; Phoenix Funding Plc; Plaster Limited; Platform Home Loans No. 2 Plc; Platform Home Loans Options Limited; Platform Homes Loans Holdings Limited; Platform Homes Loans Holdings No. 2 Limited; Platform Homes Loans No. 1 Plc; Platform Homes Loans Options No. 2 Limited; Plum Sterling No. 1 Plc; PMAC Funding 05-1 Limited; PMAC Holdings 05-1 Limited; Residential Mortgage Securities 10 Plc; Residential Mortgage Securities 11 Plc; Residential Mortgage Securities 12 Plc; Residential Mortgage Securities 13 Plc; Residential Mortgage Securities 14 Plc; Residential Mortgage Securities

		15 Plc; Residential Mortgage Securities 16 Plc; Residential Mortgage Securities 17 Plc; Residential Mortgage Securities 18 Plc; Residential Mortgage Securities 19 Plc; Residential Mortgage Securities 20 Plc; Residential Mortgage Securities 8 Plc; Residential Mortgage Securities 9 Plc; Residential Mortgage Securities Limited; Residential Property Securities No. 3 Plc; Residential Property Securities No. 4 Plc; Residential Property Securities No. 5 Plc; RMS 11 Limited; RMS 11 Options Limited; RMS 12 Limited; RMS 12 Options Limited RMS 13 Limited; RMS 13 Options Limited; RMS 14 Limited; RMS 14 Options Limited; RMS 15 Limited; RMS 15 Options Limited; RMS 16 Limited; RMS 16 Options Limited; RMS 17 Limited; RMS 17 Options Limited; RMS Options Limited; RMS Options X Limited; RMS X Limited; RSL Finance (Holdings) Limited; RSL Finance (No. 1) Plc; Rudyard Finance Holdings Number One Limited; Rudyard Finance Number One Plc; Sarfu Limited; Scotlife Home Loans (No 2) Limited; Securitisation of Catalogue Assets (UK) Limited; Securitisation of Financial Assets Limited; Silhouette Mortgages Limited; Southern Pacific 04-1 Parent Limited; Southern Pacific 04-2 Parent Limited; Southern Pacific 04-A Parent Limited; Southern Pacific 04-B Parent Limited; Southern Pacific 05-1 Parent Limited; Southern Pacific 05-A Parent Limited; Southern Pacific A Limited; Southern Pacific B Limited; Southern Pacific D Parent Limited; Southern Pacific E Parent Limited; Southern Pacific F Parent Limited; Southern Pacific Financing 04-A Plc; Southern Pacific Financing 04-B (F) Limited; Southern Pacific Financing 04-B Plc; Southern Pacific Financing 05-A (F) Limited; Southern Pacific Financing 05-A Plc; Southern Pacific G Parent Limited; Southern Pacific H Parent Limited; Southern Pacific Securities 04-1 Plc; Southern Pacific Securities 04-2 Plc; Southern Pacific Securities 05-1 Plc; Southern Pacific Securities A Plc; Southern Pacific Securities C Plc; Southern Pacific Securities D Plc; Southern Pacific Securities E Plc; Southern Pacific Securities F Plc; Southern Pacific Securities G Plc; Southern Pacific Securities H Plc; Southern Pacific Securities 05-2 Plc; Southern Pacific Financing 05-B Plc; SP Options Limited; Spicedeck Limited; St James’ Park Finance Limited; Truck and Receivables Securitisation Limited; Valesco Funding Plc; Werretown Supermarkets Securitisations (Holdings) Ltd; Werretown Supermarkets Securitisations Plc; White City Property Nominee Limited; White City Property Trustees Limited

Capita Trust Company Limited		Capita Trust Company Limited serves as director for the following companies: Aire Valley Finance (No 2) Plc; Aire Valley Finance Plc; Aire Valley Trustees (No 2) Limited; Anglia Funding Limited; Anglia Options Limited; Artesian Finance II Plc; Artesian Finance Plc; Capita Trust Secretaries Limited; City Aviation Finance Limited; Corkview Limited; Crimsonpoint Limited; Dee Valley Water (Holdings) Limited; Epic (Caspar) Holdings Limited; Epic (Caspar) Options Limited; Epic (Caspar) Plc; Epic (UNITE) Holdings Limited; Epic (Unite) Options Limited; Epic (UNITE) Plc; Fiesta Funding Limited; Finance For Residential Social Housing plc; Finance For Higher Education Limited; Finance for Mortgages Limited; Finance for Residential Social Housing (Holdings) Limited; First Finance London Ltd; Fizzgrange Limited; Gracechurch Card Funding (No. 1) Plc; Gracechurch Mortgage Finance (No. 2) Plc; Gracechurch Mortgage Finance (No. 3) Plc; Gracechurch Mortgage Finance Plc; Gracechurch Mortgage Trustee (No. 1) Limited; Gracechurch Mortgage Trustee (No. 2) Limited; Gracechurch Mortgages (Holdings) Limited; Gracechurch Personal Loan Finance (No. 1) Plc; Gracechurch Receivable (Holdings) Limited; Gracechurch Receivable Trustee Limited; H A Funding Limited; Higher Education Securitised Investments Series (Holdings) Limited (The); Higher Education Securitised Investments Series No.1 Plc (The); Housing Association Funding Plc; HSMS; Hurst UK Finance Limited; Investors Finance Company (Holdings) Limited; Investors Finance Company Plc; L.A.B Investments (Holdings) Ltd; L.A.B Investments Plc; Leek Finance Holdings Number Eight Limited; Leek Finance Holdings Number Eleven Limited; Leek Finance Holdings Number Five Limited; Leek Finance Holdings Number Four Limited; Leek Finance Holdings Number Fourteen Limited; Leek Finance Holdings Number Nine Limited; Leek Finance Holdings Number Seven Limited; Leek Finance Holdings Number Six Limited; Leek Finance Holdings Number Ten Limited; Leek Finance

Holdings Number Three Limited; Leek Finance Holdings Number Twelve Limited; Leek Finance Holdings Number Two Limited; Leek Finance Number Eight Limited; Leek Finance Number Eleven Plc; Leek Finance Number Five Limited; Leek Finance Number Four Limited; Leek Finance number Fourteen Plc; Leek Finance Number Nine Limited; Leek Finance Number Seven Plc; Leek Finance Number Six Limited; Leek Finance Number Ten Plc; Leek Finance Number Three Plc; Leek Finance Number Twelve Plc; Leek Finance Number Two Plc; Maple Mortgages Holdings Limited; Maple Mortgages Securities No 1 Plc; Meadowcroft CMR Holdings Limited; Meadowhall CMR Finance plc; Meerbrook Finance Holdings Number Two Limited; Meerbrook Finance Holdings Numbers One Limited; Meerbrook Finance Number One Limited; Meerbrook Finance Number Two Limited; Monument MT No. 1 Limited; Monument Options No. 1 Limited; Monument Post-Enforcement No. 2 Limited; Monument Securitisation (CMBS) No. 1 Plc; Monument Securitisation Holdings Limited; Monument Securitisation Holdings No. 2 Limited; Morgan Stanley Mortgage Finance (Broadgate) Plc; Mortgage Express (No 2); Mortgage Express Holdings; Mortgage Platforms Asset Sale 1 Limited; Mortgages No 1 (Holdings) Limited; Mortgages No 1 (Options) Limited; Mortgages No 1 Plc; Mortgages No 2 (Holdings) Limited; Mortgages No 2 (Options) Limited; Mortgages No 2 Plc; Mortgages No 3 (Holdings) Limited; Mortgages No 3 (Options) Limited; Mortgages No 3 Plc; Mortgages No 4 (Holdings) Limited; Mortgages No 4 (Options) Limited; Mortgages No 4 Plc; Mortgages No 5 (Holdings) Limited; Mortgages No 5 Plc; Mortgages No 6 (Holdings) Limited; Mortgages No 6 (Options) Limited; Mortgages No 6 Plc; Non-Conforming Mortgages 1 Plc; Norland DACS 11 Limited ; Norland DACS 13 Limited; Norland DACS 14 Limited; Norland DACS 15 Limited; Norland DACS 16 Limited; Norland DACS 17 Limited; Norland DACS 18 Limited; Norland DACS 19 Limited; Norland DACS 20 Limited; ONO Finance (Holdings) Limited; Orchardbrook Limited; Orvieto Limited; Plaster Limited; Platform Home Loans No 1 Plc; Platform Home Loans No 2 Plc; Plum Sterling No 1 Plc; PMAC Funding 05-1Limited; PMAC Holdings 05-1 Limited; Residential Mortgage Securities 1 plc; Residential Mortgage Securities 10 plc; Residential Mortgage Securities 11 plc; Residential Mortgage Securities 12 plc; Residential Mortgage Securities 13 plc; Residential Mortgage Securities 14 plc; Residential Mortgage Securities 15 plc; Residential Mortgage Securities 16 PLC; Residential Mortgage Securities 17 plc; Residential Mortgage Securities 18 plc; Residential Mortgage Securities 19 Plc; Residential Mortgage Securities 2 plc; Residential Mortgage Securities 20 Plc; Residential Mortgage Securities 3 plc; Residential Mortgage Securities 4 plc; Residential Mortgage Securities 5 plc; Residential Mortgage Securities 6 plc; Residential Mortgage Securities 7 plc; Residential Mortgage Securities 8 plc; Residential Mortgage Securities 9 plc; Residential Mortgage Securities Limited; Residential Mortgage Securities Limited; RMS 10 Limited; RMS 10 Options Limited; RMS 11 Limited; RMS 11 Options Limited; RMS 12 Limited; RMS 12 Options Limited; RMS 13 Limited; RMS 13 Options Limited; RMS 14 LIMITED; RMS 14 OPTIONS LIMITED; RMS 15 LIMITED; RMS 15 OPTIONS LIMITED; RMS 16 LIMITED; RMS 16 OPTIONS LIMITED; RMS 17 Limited; RMS 17 Options Limited; RMS 2 Limited; RMS 2 Options Limited; RMS 3 Limited; RMS 3 Options Limited; RMS 4 Limited; RMS 4 Options Limited; RMS 5 Limited; RMS 5 Options Limited; RMS 6 Limited; RMS 6 Options Limited; RMS 7 Limited; RMS 7 Options Limited; RMS 8 Limited; RMS 8 Options Limited; RMS Options limited; RMS Options limited; RMS Options X Limited; RMS X limited; RSL Finance (Holdings) Limited; RSL Finance (No. 1) Plc; Rudyard Finance Holdings Number One Limited; Rudyard Finance Number One Plc; Scotlife Home Loans (No 2) Limited; Securitisation of Catalogue Assets (UK) Limited; Securitisation of Financial Assets Ltd; Silhouette Mortgages Limited; Southern Pacific 04-1 Parent Limited; Southern Pacific H Parent Limited; Southern Pacific 04-2 Parent Limited; Southern Pacific 04-2 Parent Limited; Southern Pacific 04-B Parent Limited ; Southern Pacific 05-1 Parent Limited; Southern Pacific A Ltd; Southern Pacific A04-A Parent Limited; Southern Pacific B Limited; Southern Pacific D Parent Limited; Southern Pacific E Parent Limited; Southern Pacific E Parent Limited; Southern Pacific F Parent Limited; Southern Pacific Financing 04-A Plc; Southern Pacific Financing 04-B (F) Limited ;

Southern Pacific Financing 04-B Plc; Southern Pacific G Parent Limited; Southern Pacific H Parent Limited; Southern Pacific Securities 04-1 Plc; Southern Pacific Securities 04-2 Plc; Southern Pacific Securities 04-2 Plc; Southern Pacific Securities 05-1 Plc; Southern Pacific Securities A plc; Southern Pacific Securities C Plc; Southern Pacific Securities D Plc; Southern Pacific Securities E Plc; Southern Pacific Securities E Plc; Southern Pacific Securities F Plc; Southern Pacific Securities G Plc; Southern Pacific Securities H Plc; SP Options Limited; Spicedeck Limited; St James’ Park Finance Limited; Teesmartin High Wycombe GP Limited; Teesmartin High Wycombe LP2 Limited; Tussauds Intermediate Holdings Limited; Werretown Supermarkets Securitisations (Holdings) Limited; Werretown Supermarkets Securitisations Plc; White City Property Nominee Limited; White City Property Trustees Limited; Widebright Plc

Compensation

For the year ended December 31, 2004, we did not pay any compensation to our directors or executive officers.

Board Practices

There is no current provision to provide compensation to our directors upon expiration or termination of their service.

Audit and Compliance Committee

Our full board of directors functions as our audit committee.

Employees

We do not have any employees.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

ONO Finance (Holdings) Limited holds 49,000 shares of ONO Finance, or 98% of its shares, and Cableuropa holds the remaining 2% of its shares.

ONO Holdings’ articles of association and its memorandum of association:

• limit ONO Holdings’ activities to borrowing funds from Cableuropa to purchase and hold our shares, as well as other activities incidental thereto;

• prohibit the transfer of ONO Holdings’ shares to any party other than to Retco, to be held under the terms of the charitable trust, or to Cableuropa;

• prohibit the transfer of the issuer’s shares held by ONO Holdings to any party other than Retco, or Cableuropa; and

• prohibit ONO Holdings from issuing any securities, other than the initial issuance of its share capital to Retco, or otherwise to incur any indebtedness, other than a loan from Cableuropa sufficient to cover the costs of purchasing our shares and costs incidental to our maintenance and the maintenance of ONO Holdings.

Related Party Transactions

Multi-Borrower Credit Facilities and Notes Proceeds Loans

We and the members of the ONO Group have entered into the multi-borrower credit facilities and the notes proceeds loans, pursuant to which we have lent to the ONO Group (the borrowers), an amount equal to the gross proceeds of the offering of

each of our Notes. A portion of the gross proceeds of the offering of each of our Notes has been applied, on the instructions of the borrowers, to pay us an up-front fee, which enabled us to pay the fees and commissions and other expenses of the relevant offering. The borrowers have appointed Cableuropa to act as their agent in connection with the multi-borrower credit facilities and notes proceeds loans.

Principal, Maturity and Interest

The multi-borrower credit facilities and the notes proceeds loans specify the amount of the loans provided to the borrowers. At Cableuropa’s discretion as agent, loans may be prepaid by a borrower so long as such amount is reborrowed immediately by another borrower. Amounts drawn under the multi-borrower credit facilities and the notes proceeds loans accrue interest at fixed or variable rates which substantially mirror interest accrued on the Notes. Amounts due under the multi-borrower credit facilities and the notes proceeds loans will be payable by the borrowers to us in order that we, upon receipt of such amounts, will be able to satisfy our obligations to pay principal and interest on the Notes. Amounts due under the multi-borrower credit facilities and the notes proceeds loans are payable to us concurrently with our obligations to make payments in respect of the Notes. Accordingly, the multi-borrower credit facilities and the notes proceeds loans contain provisions that match the optional and compulsory redemption provisions contained in the indentures. In addition, the multi-borrower credit facilities and the notes proceeds loans provide for an arrangement fee to be charged to the borrowers by ONO Holdings out of which ONO Holdings will pay our corporate maintenance and other expenses. The multi-borrower credit facilities and the notes proceeds loans also provide for the payment of such additional amounts as may be necessary so that the net amount we receive will not be less than amounts which we are entitled to receive if certain taxes or other payments were not required.

Joint and Several Liability of the Borrowers

Under the multi-borrower credit facilities and the notes proceeds loans, the borrowers are jointly and severally liable to us to pay principal, interest and any other amounts due.

Additional Related Party Transactions

As discussed in Item 5, our principal purpose is to finance the business operations of the ONO Group. Our related party transactions include the fixed and variable Notes issued in May 2004 and lent to Cableuropa under the notes proceeds loans. For more information on these transactions, see Item 5. “Operating Financial Review and Prospects—Results of Operations” of this report, Item 10. “Additional Information—Material Contracts” of the Cableuropa Annual Report on Form 20-F, as filed with the SEC on April 27, 2005 and ONO Finance plc financial statements included in this report.

Interests of Experts and Counsel

Not applicable.

Sarbanes-Oxley Act of 2002

As we have only registered our Notes under the U.S. Securities Act of 1933 (and not the U.S. Securities Exchange Act of 1934) and have, to the best of our knowledge, fewer than 300 U.S. security holders of record, we are not considered an “Issuer” for purposes of the Sarbanes-Oxley Act. Therefore, certain provisions of the Sarbanes-Oxley Act do not apply to us. However, we are obligated under our indentures relating to the Notes to file our reports in accordance with the requirements of Form 20-F. Therefore, although we are not statutorily obligated to comply with certain provisions of the Sarbanes-Oxley Act, we have chosen to comply with certain provisions in connection with the filing of our Form 20-F.

Item 8. Financial Information

For our financial information, please see the section entitled “Item 18. Financial Statements.”

Item 9. The Offer and Listing

Markets

The Notes trade on the Luxembourg Stock Exchange and are eligible to be traded in the Private Offerings, Resales, and Trading through Automatic Linkages (“Portal”) Market.

Item 10. Additional Information

Memorandum and Articles of Association

Objects and Purposes

Our articles of association and memorandum of association were adopted on February 3, 1999 and state that our purpose is to (and our activities are limited to) issue the Notes, or other debt securities in the future, and lend the proceeds of the Notes to the ONO Group, as well as other activities relating to the issuance of the Notes and lending the proceeds of the Notes.

Conflict-of-Interest Transactions

Under the U.K. Companies Act 1985 (the “Act”), it is the duty of a director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of that interest at a meeting of the directors of the company. Such declaration shall be made at the meeting of directors at which the question of entering into the contract is first considered or, if the director is not at that time then interested, at the next meeting of the directors held after becoming so interested. This is backed up in our articles of association.

Our articles of association further state that a director may not vote on or be counted in the quorum in relation to resolutions of the board or of the committee of the board concerning a contract, arrangement, transaction or proposal to which we are or are to be a party and in which we have an interest which is, to our knowledge, a material interest other than in certain specified circumstances.

Election of Directors

Directors may be appointed by ordinary resolution of the board of ONO Finance. A director appointed by the board holds office only until the dissolution of the next annual general meeting after his appointment (unless he is reappointed during that meeting). Our directors were appointed by ordinary resolution of ONO Finance.

Director Qualifications

Our articles of association provide that no person is incapable of being appointed a director by reason of having reached the age of 70. This disapplies section 293 of the Act that provides that no person is capable of being appointed a director of a company if, at the time of the appointment, he has attained the age of 70. According to our articles of association, the directors are not required to hold our shares.

Calling a Shareholders’ Meeting

The directors are obliged to call an annual general meeting once in each calendar year. Additionally, the board must convene an extraordinary general meeting immediately on receipt of a written request from shareholders holding at least 10% of our shares, in accordance with the Act.

The directors are obliged to take action to convene the meeting within 21 days and the meeting must be held within 28 days of the notice of meeting being sent out, i.e., the maximum permitted delay between receipt of the requisition and day of the meeting is seven weeks. If the directors do not take the required action the requisitionists themselves can call their meeting and the meeting must take place within three months of the date of the original request.

Shareholders’ Meetings

The directors are obliged to call an annual general meeting once in each calendar year. Subject to any special terms as to voting on which shares have been allotted or issued, at a general meeting every shareholder present in person has, on a show of hands, one vote. Every shareholder present in person or by proxy has, on a poll, one vote for every share of which it is the holder.

The quorum for a general meeting is two shareholders present in person or by proxy and entitled to vote.

Vote Required for Extraordinary Transactions

Shareholders can act by ordinary resolution (simple majority) unless required by the Act or our articles of association to pass another type of resolution. The Act insists that for certain decisions only a certain type of resolution is adequate, e.g., a special resolution is needed to change the name or articles of association of a company. A special resolution requires a 75% majority to be passed. This means that on such a vote, by a show of hands, at least three quarters of the number of shareholders present must vote in favor, and by a poll, 75% of the votes of those shareholders or their proxies present and voting must be in favor of the resolution. The main occasion on which an extraordinary resolution is required occurs when the shareholders wish to pass a resolution to put the company into voluntary liquidation.

Dividends

Subject to the provisions of the Act, we may by ordinary resolution declare dividends to be paid to shareholders in accordance with their respective rights and interests, provided that no dividend may exceed the amount recommended by the board.

Shareholder Actions by Written Consent

Our articles of association provide that a resolution in writing executed by or on behalf of each shareholder who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present is as effective as if it had been passed at a general meeting of the Company duly convened and held.

Shareholders’ Proposals

Under the Act any shareholder(s) owning 5% or more of our shares has/have the right to have an item placed on the agenda for an annual general meeting. The request must be given to us in writing six weeks prior to the annual general meeting. The requisition must be signed and left at our registered office together with a sum of money to cover our expenses (although the general meeting may later vote that this sum of money be returned).

Voting Rights

The Articles include provisions to the following effect:

• on a show of hands every member at a general meeting who (being an individual) is present in person, or (being a corporation) is present by a representative, has one vote;

• on a poll every member present in person or by proxy or by representative has one vote for each share of which he is the holder; and

• in the case of joint holders, the vote of the person whose name stands first in the register of members and who tenders a vote is accepted to the exclusion of any votes tendered by any other joint holders.

At a general meeting, a resolution put to the vote of the meeting is decided by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is properly demanded. Unless a poll is demanded and the demand is not withdrawn, a declaration by the chairman that the resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution.

Subject to the Act, a poll may be demanded on any question by:

• the chairman of the meeting;

• not less than five members present in person or by proxy and entitled to vote;

• a member or members present in person or by proxy representing in aggregate not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• a member or members present in person or by proxy holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Limitations on Share Ownership

Our articles of association and memorandum of association prohibit the transfer of our shares to any party other than ONO Holdings, Retro, to be held under the terms of the charitable trust, or Cableuropa.

Changes in Capital

We may by way of ordinary resolution passed at our general meeting:

• increase our share capital by a sum to be divided into shares of an amount prescribed by the resolution;

• consolidate and divide all or any of our share capital into shares of a larger amount;

• subject to the Act, sub-divide all or part of our shares into shares of a smaller amount and may by the resolution decide that the shares resulting from the sub-division have among themselves a preference or other advantage or be subject to a restriction; and

• cancel any shares which have not, at the date of the ordinary resolution, been taken or agreed to be taken by a person and diminish the amount of our share capital by the amount of the shares so cancelled.

Subject to the Act and the rights attached to existing shares, we may also:

• by special resolution, reduce our share capital, any capital redemption reserve or shares premium account; and

• subject to the requirements of the UK Listing Authority, purchase, or agree to purchase in the future, our own shares.

Variation of Rights

Subject to the Act, whenever our share capital is divided into different classes of shares, all or any of the rights for the time being attached to any class of shares may be varied, as provided by those rights or, if there is no such provision, then either with the consent in writing of the holders of at least three-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the issued shares of that class validly held in accordance with the Articles. The rights attached to a class of shares are not, unless otherwise expressly provided by those rights, deemed to be varied by the creation, allotment or issue of further shares ranking equally with or subsequent to them or by the purchase or redemption by us of our own shares in accordance with the Act and the Articles.

Material Contracts

For a discussion of the material contracts affecting us and the ONO Group, see Item 10 “Additional information – Material Contracts” of the Cableuropa Annual Report on Form 20-F, as filed with the SEC on April 27, 2005.

Exchange Controls

There are no foreign exchange controls currently in force that restrict the import or export of capital or that affect the remittance of interest or other payments to holders of Notes who are non-residents of the United Kingdom.

There are no limitations relating to non-residents of the United Kingdom on the right to be a holder of, or to vote in respect of the Notes under English law currently in force or in the Company’s memorandum or articles of association.

Taxation

The summaries set out below describe certain material U.S. tax consequences of the acquisition, ownership and disposition of the Notes and equity value certificates by a U.S. holder, as defined below, and certain material U.K. tax consequences of the acquisition, ownership and disposition of the Notes. The statements regarding U.S. and U.K. tax laws and practices set forth below, including the statements regarding the U.S./U.K. double taxation convention relating to income and capital gains assume that the Notes and equity value certificates will be issued, and transfers thereof will be made, in accordance with the applicable indenture, the applicable note depositary agreement and the applicable equity value certificate agreement.

For purposes of the U.S. Internal Revenue Code of 1986, as amended to the date hereof, which we refer to as the Code, U.S. holders of book-entry interests will be treated as owners of the Notes underlying such book-entry interests and, except as noted below, the tax consequences of owning book-entry interests will be the same as those applicable to ownership of Notes. However for U.K. tax purposes the tax consequences of owning book-entry interests will not in all cases be the same as those applicable to ownership of the Notes and it should not be assumed that the U.K. tax consequences of ownership of the Notes set out below will apply equally to ownership of book-entry interests.

EU Savings Directive

On June 3, 2003, the EU Council of Economic and Finance Ministers adopted a new directive regarding the taxation of savings income. The directive is scheduled to be applied by Member States from July 1, 2005, provided that certain non-EU countries adopt similar measures from the same date. Under the directive each Member State will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State; however, Austria, Belgium and Luxembourg may instead apply a withholding system for a transitional period in relation to such payments, deducting tax at rates rising over time to 35%. The transitional period is to commence on the date from which the directive is to be applied by Member States and to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.

United Kingdom Taxation

The following is a summary of the current law and published practice in the U.K. relating to certain aspects of the U.K. taxation of the acquisition, ownership and disposal of the Notes as of the date hereof and does not purport to be comprehensive. It relates only to the position of the persons who are the absolute beneficial owners of their Notes and may not apply to special situations, such as those of dealers in securities. This summary does not deal with the position of individuals who hold the Notes. Furthermore, the discussion below is based upon the provisions of the U.K. tax laws and Her Majesty’s Revenue and Customs published practice as of the date hereof, and such provisions may be repealed, revoked or modified (possibly with retrospective effect) so as to result in U.K. tax consequences different from those discussed below. The following is a general guide and does not purport to be a complete analysis or listing of all the potential U.K. tax consequences of acquiring, owning or disposing of the Notes. It should therefore be treated with appropriate caution. Persons considering the purchase, ownership or disposition of Notes should consult their tax advisers concerning U.K. tax consequences in the light of their particular situations as well as any

consequences arising under the law of any other relevant tax jurisdiction. No representations with respect to the tax consequences to any particular holder of Notes are made hereby.

Withholding Tax on Interest on the Notes

The Notes are “quoted Eurobonds” provided they are and continue to be listed on a “recognized stock exchange” within the meaning of section 841 of the Income and Corporation Taxes Act 1988 (the Luxembourg Stock Exchange is currently so recognized). Accordingly, if the Notes are and continue to be quoted Eurobonds, payments of interest on the Notes may be made without withholding or deduction for or on account of U.K. income tax.

In other cases, an amount on account of U.K. income tax at the lower rate (currently 20%) may be withheld from interest payments, subject to such relief as may be available under the provisions of any applicable double taxation treaty.

Withholding Tax on Payments by the Guarantors

If any of the guarantors makes any payments in respect of interest on the Notes (or other amounts due under such Notes other than the repayment of amounts subscribed for the Notes) such payments may be subject to U.K. withholding tax at the basic rate (currently 22%) subject to such relief as may be available under the provisions of any applicable double taxation treaty or to any other exemption which may apply. Such payments by the guarantors may not be eligible for the “quoted Eurobond” exemption described above.

Provision of Information

Noteholders should note that where any interest on Notes is paid to them (or to any person acting on their behalf) by the Issuer, or any person in the U.K. acting on behalf of the Issuer (a “paying agent”), or is received by any person in the U.K. acting on behalf of the relevant Noteholder (other than solely by clearing or arranging the clearing of a cheque) (a “collecting agent”), the Issuer, the paying agent or the collecting agent (as the case may be) may, in certain cases, be required to supply to Her Majesty’s Revenue and Customs details of the payment and certain details relating to the Noteholder (including the Noteholder’s name and address). These provisions will apply whether or not the interest has been paid subject to withholding or deduction for or on account of U.K. income tax and whether or not the Noteholder is resident in the U.K. for U.K. taxation purposes. Where the Noteholder is not so resident, the details provided to Her Majesty’s Revenue and Customs may, in certain cases, be passed by Her Majesty’s Revenue and Customs to the tax authorities of the jurisdiction in which the Noteholder is resident for taxation purposes. For the above purposes, “interest” should be taken, for practical purposes, as including payments made by a guarantor in respect of interest on the Notes. With effects from April 6, 2006, these provisions may also apply, in certain circumstances, to payments made on redemption of any Notes where the amount payable on redemption is greater than the issue price of the Notes.

Other Rules Relating to U.K. Withholding Tax on the Notes

Any discount element on any such Notes issued at an issue price of less than 100% of their principal amount will not be subject to any U.K. withholding tax pursuant to the provisions mentioned above, but may be subject to reporting requirements as outlined above.

Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to U.K. withholding tax and reporting requirements as outlined above.

Where interest has been paid under deduction of U.K. income tax, Noteholders who are not resident in the U.K. may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty.

The above description of the U.K. withholding tax position assumes that there will be no substitution of the Issuer and does not consider the tax consequences of any such substitution.

The references to “interest” above mean “interest” as understood in U.K. tax law. The statements above do not take any account of any different definitions of “interest” or “principal” which may prevail under any other law or which may be created by the terms and conditions of the Notes or any related documentation.

Taxation by Direct Assessment of Noteholders

Notwithstanding that interest may be received subject to deduction of income tax, Noteholders who are resident in the U.K. for tax purposes or holders who are non-resident and carrying on a trade, profession or vocation in the U.K. through a branch, agency or permanent establishment, may be liable to pay further U.K. tax on the interest received.

Where the interest is paid without withholding or deduction, the interest will not be assessed to U.K. tax in the hands of holders of the Notes who are not resident for U.K. tax purposes in the U.K., except where such persons are carrying on a trade, profession or vocation in the U.K. through a branch, agency or permanent establishment in connection with which the interest is received or to which the Notes are attributable. In such a case (subject to exemptions for interest received by certain categories of agent) tax may be levied on the U.K. branch, agency or permanent establishment.

Ownership and Disposal (including Redemption) of the Notes by U.K. Corporation Tax Payers

Holders which are companies within the charge of the UK corporation tax (by reason of being resident in the United Kingdom or carrying on a trade in the United Kingdom through permanent establishment to which the Notes are attributable) will normally be taxed on the profit and gains arising from the Notes whether income or capital in nature (including if appropriate, with respect to foreign exchange gains or losses) as income. The amount of such profits or gains should be calculated by reference to accounting-based concepts. Relief may be available for certain charges and expenses incurred for the purposes of the loan relationship constituted by the Notes in accordance with such an applicable basis of accounting.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”) on the Notes

No U.K. stamp duty or SDRT is payable on the issue or transfer of the Notes. No U.K. stamp duty or SDRT is payable on any agreement for transfer of a Note provided that the Notes do not at any time carry (i) a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital or (ii) a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of certain specified listed loan capital.

United States Taxation

The following summary contains a description of the material U.S. federal income tax consequences of the ownership and disposition of the Notes at a price equal to their issue price (the first price at which a substantial part of the Notes are offered to the public for cash, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). This summary is not a comprehensive description of all of the tax considerations for noteholders. In particular, this summary of U.S. federal income tax matters deals only with holders that hold the Notes as capital assets for U.S. federal income tax purposes (generally, assets held for investment) and does not address special tax situations, such as the U.S. federal income tax treatment of holders that are (i) subject to special tax rules (e.g., financial institutions, banks, securities or currency dealers, brokers, insurance companies, regulated investment companies, tax-exempt organizations, securities traders that elect mark-to-market tax accounting, certain U.S. expatriates and persons subject to alternative minimum tax), (ii) holding Notes as part of a “straddle,” “hedge,” “conversion transaction” or other integrated transaction or (iii) “U.S. Holders” (as defined below) with a currency other than the U.S. dollar as their functional currency.

This summary is based upon the Code, the Treasury regulations issued thereunder and official interpretations thereof, each as in effect on the date hereof, all of which are subject to change or differing interpretations, possibly with retroactive effect. Current holders of the Notes should consult their own tax advisers as to the U.S. federal income tax consequences of the ownership and disposition of the Notes, as well as the effect of any state or local tax laws or tax laws of any jurisdiction other than the United States.

As used herein, a “U.S. Holder” means a beneficial owner of a note that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the United States or of any state (including District of Columbia), (ii) a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or of any State, (iii) an estate the income of which is subject U.S. federal income taxation regardless of its source and (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons (as defined in the Code) have the

authority to control all substantial decisions of the trust, or if the trust has made a valid election under Treasury regulations to be treated as a U.S. person. A “Non-U.S. Holder” means a beneficial owner of a Note that is not a U.S. Holder. If an entity treated as a partnership for U.S. federal income tax purposes holds Notes, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Holders that are partnership should consult their own tax advisers regarding the specific tax consequences to their partners of the ownership and disposition of the Notes.

Tax Treatment of the Notes

Classification of the Notes. This summary is based upon the assumption that the Notes are characterized as indebtedness for U.S. federal income tax purposes. Current holders of the Notes should recognize, however, that there is some uncertainty regarding the appropriate characterization of instruments such as the Notes, and no rulings have been or will be sought from the IRS with respect to the appropriate characterization of the Notes for U.S. federal income tax purposes. It is possible that the IRS might contend that the Notes should be treated not as indebtedness but as equity in the Issuer. Any such recharacterization might result in material adverse consequences to U.S. Holders of the Notes, including possible application of the passive foreign investment company (“PFIC”), rules. In the event that Notes are recharacterized as equity, a U.S. Holder would be required to pay an interest charge together with tax calculated at maximum ordinary income rates on gain realized on the disposition of a Note or on certain increased interest payments with respect to a Note. Current holders of the Notes should consult their own tax advisers about the consequences in the event that the Notes are treated as equity for U.S. federal income tax purposes.

Stated Interest. Stated interest on the Notes will be includible in a U.S. holder’s gross income as ordinary interest income in accordance with such U.S. Holder’s usual method (cash or accrual) of tax accounting.

In the case of stated interest received on a euro Note, the amount of income recognized by a cash basis U.S. Holder will be the U.S. dollar value of the stated interest payment, based on the “spot rate” in effect on the date of receipt. Spot rate generally means a rate that reflects a fair market rate of exchange available to the public for euro under a “spot contract” in a free market and involving representative amounts. A spot contract is a contract to buy and sell a euro on or before two business days following the date of execution of the contract. If such spot rate cannot be demonstrated, the IRS has authority to determine the spot rate.

The amount of stated interest recognized by an accrual basis U.S. Holder of a euro Note will be determined for any accrual period in euro and then translated into U.S. dollars using the average U.S. dollar-euro exchange rate for the accrual period (or, with respect to an accrual period that spans two taxable years, using the average exchange rate for the partial period within each taxable year). The average rate for an accrual period (or partial period) is the simple average of the spot rates for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied by the holder. Alternatively, an accrual basis U.S. Holder can elect to translate stated interest at the spot rate on the last day of the accrual period (and, in the case of a partial accrual period, the sport rate on the last day of the taxable year) or on the date the interest payment is received if such date is within five business days of the end of the accrual period. A U.S. Holder that makes such an election must apply it consistently to all debt instruments from year to year and cannot change the election without the consent of the IRS.

Original Issue Discount. The 2010 Notes were not issued with any original issue discount (“OID”).

As described above, each of the 2011 Notes will be treated as having been issued with OID in an amount equal to the excess of (a) the “stated redemption price at maturity” of the note over (b) its “issue price”. U.S. Holders should be aware that they generally must include OID in gross income in advance of the receipt of cash attributable to that income. Under these rules, a U.S. Holder will have to include in income increasingly greater amounts of OID in successive accrual periods.

The “stated redemption price at maturity” of a Note will equal the sum of all cash payments required to be made on such note other than payments of “qualified stated interest”. The term “qualified stated interest” means stated interest that is unconditionally payable in cash or in property (other than debt instruments of the Issuer) at least annually at a single fixed rate or, subject to certain conditions, based on one or more interest indices. The stated interest payments on the Notes are qualified stated interest. Accordingly, each Note will bear OID in an amount equal to the excess of its principal amount over its issue price.

The amount of OID includible in income by a U.S. Holder of a Note is the sum of the “daily portions” for each day of the taxable year during which the U.S. Holder holds the Note. The daily portions of OID required to be included in a U.S. Holder’s gross income in a taxable year are determined under a constant yield method by allocating to each day during the taxable year on which the U.S. Holder holds the Note a pro rata portion of the OID on such Note that is attributable to the “accrual period” in which such day is included. The amount of the OID attributable to each accrual period is an amount equal to the excess, if any, of (a) the product of the Note’s “adjusted issue price” at the beginning of such accrual period (defined below), and its “yield to maturity” (the discount rate which, when used in computing the present value of all principal and interest payments to be made under the Note, produces an amount equal to the Note’s issue price) over (b) the sum of any qualified stated interest allocable to the accrual period. OID allocable to a final accrual period is the difference between the amount payable at maturity and the adjusted issue price at the beginning of the final accrual period.

The “adjusted issue price” of the Note at the beginning of the first accrual period will be its issue price. Thereafter, the adjusted issue price at the beginning of any other accrual period will be (a) the sum of the Note’s issue price and the aggregate amount of OID that accrued for all prior accrual periods, less (b) any payments made on the Note (other than qualified stated interest), if any, on or before the first day of the accrual period.

Sale and Redemption of Notes. A U.S. Holder generally will recognize gain or loss upon the sale, exchange, retirement or other disposition of a Note in an amount equal to the difference between the U.S. dollar value of the amount realized upon such sale, exchange, retirement or other disposition (other than amounts attributable to accrued interest, which will be taxable as ordinary interest income, as described above), and such U.S. Holder’s adjusted tax basis in the Note. For this purpose, an amount received in euro will be translated into U.S. dollars at the spot rate in effect on the date of disposition of the Notes. If the Notes are traded on an established securities market, a cash basis Holder (and, if it elects, an accrual basis Holder) will determine the U.S. dollar equivalent of the amount realized on the sale of a Note by translating that amount at the spot rate in effect on the settlement date. A U.S. Holder’s adjusted tax basis in a Note will generally equal the issue price of such Note (in the case of a euro Note, translated into U.S. dollars using the spot rate in effect on the date of a Holder’s purchase of a Note or unit or the settlement date, if the Notes are traded on an established securities market as discussed above) increased by the amount of any OID included in income (in the case of a euro Note, translated into U.S. dollars). Any gain or loss (other than foreign currency gain or loss in the case of a euro Note, described below) will be capital gain or loss and generally will be long-term capital gain or loss if the Note is held for more than one year. Under current law, net long-term capital gains of a noncorporate U.S. Holder are, under certain circumstances, taxed at lower U.S. federal income tax rates than are items of ordinary income. The deductibility of capital losses by a U.S. Holder, however, is subject to significant limitations.

Taxation of Additional Amounts. If additional amounts are required to be paid in respect of withholding or deduction for taxes imposed on payments on the Notes, such additional amounts should be taxable to a U.S. Holder as ordinary income at the time such amounts are accrued or received, in accordance with such U.S. Holder’s regular method of accounting. In such event, the amount taxable to such U.S. Holder would include all taxes withheld or deducted in respect of the Notes. Thus, a U.S. Holder would be required to report income in an amount greater than the cash it receives in respect of payments on the Notes. However, a U.S. Holder may, subject to certain limitations, be eligible to claim as a credit or deduction the foreign taxes withheld or deducted for purposes of computing its U.S. federal income tax liability.

It is possible, however, that the IRS might require each U.S. Holder to include additional amounts in gross income as such amounts accrue over the life of the Notes (in advance of the payment of such additional amounts). In such case, it is unclear whether a U.S. Holder would be entitled to claim a credit or deduction for the foreign taxes giving rise to the additional amounts until the taxes are actually deducted or withheld. If a U.S. Holder is required to accrue additional amounts and not allowed a credit or deduction for the foreign taxes giving rise to the amounts until the taxes are paid, the U.S. Holder may have insufficient foreign source income in the year in which the foreign taxes are actually deducted or withheld to enable it to claim a foreign tax credit with respect to the foreign taxes.

Foreign Currency Gain or Loss. U.S. Holders of the euro Notes will realize foreign currency gain or loss, which generally will be treated as ordinary income or loss, as the case may be, upon the receipt of payments on the euro Notes and upon the sale, exchange, retirement or other disposition of the euro Notes, and the realized foreign currency gain or loss generally will be recognized in accordance with applicable provisions of the Code. For this purpose, payments on a euro Note or proceeds of a disposition of a euro Note will be characterized first as payments of interest and then as payments of principal, and payments characterized as interest will be attributed first to the earliest accrual period in which interest has accrued and to which prior payments have not been attributed. Generally, the amount of foreign currency gain or loss realized with respect to payments of interest will be equal to the difference between (x) the euro amount received as translated into U.S. dollars using the spot rate on the date of receipt, and (y) the U.S. dollar amount previously included in income in respect of the payment. The amount of foreign currency gain or loss realized with respect to payments of principal will be equal to the difference between (x) the euro amount of principal received as translated into U.S. dollars using the spot rate on the date of receipt, and (y) the euro amount of principal translated into U.S. dollars using the spot rate on the date the euro note was acquired. However, the amount of any foreign currency gain or loss realized upon a sale, exchange, retirement or disposition of a euro Note with respect to interest, and principal shall be limited to the total amount of gain or loss, as the case may be, realized on the transaction.

Foreign Tax Credit

For U.S. foreign tax credit purposes, OID, stated interest, and any additional amounts or special interest with respect to a Note will be treated as foreign-source income while gain or loss realized on the sale, exchange, retirement or other disposition of a Note (including foreign currency gain or loss) generally will be treated as U.S.-source income or loss.

Subject to certain limitations, a US. Holder will generally be entitled to a credit against its U.S. federal income tax liability, or a deduction in computing its U.S. federal taxable income, for United Kingdom income taxes withheld by the Issuer. For purposes of the foreign tax credit limitation, foreign source income until December 31, 2006, is classified in one of several “baskets,” and the credit for foreign taxes en income in any basket is limited to U.S. federal income tax allocable to that income. Interest en the Notes generally will constitute foreign source income in the “high withholding tax interest” basket if the Notes are subject to United Kingdom withholding tax at a rate of 5 per cent. or higher. If the Notes are not subject to such a withholding tax, interest generally will be in the “passive income” basket. Recently enacted legislation effective after December 31,2006, will limit the foreign tax credit limitation categories to “passive category income” and “general category income.” Prospective purchasers should consult their tax advisers concerning the foreign tax credit implications of the payment of any United Kingdom taxes.

Non-U.S. Holders

Subject to the discussion of “backup” withholding below, a Non-U.S. Holder is currently exempt from U.S. federal income taxes with respect to interest and OID on the Notes unless the Non-U.S. Holder is, among other things, an individual or corporation that has an office or other fixed place of business in the United States to which the interest and OID is attributable and the interest and OID are derived in the active conduct of a banking, financing or similar business within the United States or is received by a corporation the principal business of which is trading in stock or securities for its own account. In addition, subject to the discussion of backup withholding below, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain on a sale or other disposition of a Note unless (a) the holder is an individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met or (b) the gain is effectively connected with the conduct of a trade or business within the United States (and, if a treaty applies, the gain is generally attributable to a U.S. permanent establishment maintained by such Non-U.S. Holder).

Tax Return Disclosure and Investor List Requirements

Treasury regulations (the “Tax Shelter Regulations”) intended to address so called tax shelters and other potentially tax-motivated transactions require participants in a “reportable transaction” to disclose certain information about the transaction on IRS Form 8886 and retain information relation to the transaction. Organizers and sellers of reportable transaction are required to maintain lists identifying the investors participating in the transactions and furnish to the IRS upon demand such investor information as well as detailed information regarding the transactions. A transaction may be a “reportable transaction” based upon any of several indicia (including the existence of confidentiality agreements, certain indemnity arrangements, potential for recognizing investment or other losses, significant book-tax differences, a brief asset holding period, and whether the transaction is a listed transaction). In addition, the Tax Shelter Regulations could be interpreted to cover and require reporting of transactions that are generally not considered tax shelters, including certain foreign currency transactions. Significant penalties are imposed for failure to comply with these disclosure requirements. Current holders of the Notes should consult their tax advisers concerning any possible disclosure obligation with respect to their investment and should be aware that the Issuer and other participants in the transaction intend to comply with the disclosure and list maintenance requirements under the Tax Shelter Regulations as applicable with respect to this transaction.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to certain payments within the United States of stated interest, OID, special interest and additional amounts on the Notes, including payments made by the U. S. office of a paying agent, broker or other intermediary, and to proceeds of a sale, redemption or other disposition of the Notes through a U. S. branch of a U. S. or foreign broker. A backup withholding tax may apply to such payments or proceeds if the beneficial owner fails to provide a correct taxpayer identification number (generally on IRS Form W-9) or, in the case of payments of stated interest, OID, special interest or additional amounts, fails to certify that he is not subject to such withholding or fails to report interest and dividend income in full. Payments of principal or proceeds from the disposition of Notes by or through a foreign office of a U.S. or foreign broker with certain relationships with the United States generally will be subject to information reporting but not backup withholding. Non-U.S. Holders generally will not be subject to information reporting or backup withholding. However, these Holders may be required to provide certification of non-U.S. status (generally on IRS Form W-8BEN) in connection with payments received in the United States or through certain U.S.-related financial intermediaries. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner will be allowed as a refund or credit against such beneficial owner’s U.S. federal income tax liability provided the required information is furnished to the IRS in a timely manner.

Documents on Display

We file reports, including this annual report on Form 20-F, and other information with the Securities and Exchange Commission, or SEC. We are allowed to “incorporate by reference” the information we file with the SEC. This permits us to disclose important information by referring to these documents.

These reports and other information can also be inspected without charge and copied at prescribed rates at the public reference facilities maintained by the Securities and Exchange Commission in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional office of the Securities and Exchange Commission located at the Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of this material are also available by mail from the Public Reference section of the Securities and Exchange Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549.

Item 11. Quantitative and Qualitative Disclosure about Market Risk

We rely entirely on payments by the ONO Group under the multi-borrower credit facilities and the notes proceeds loans to provide the funds necessary for us to pay principal and interest on the Notes. Our market risk exposure (including exposure relating to currency exchange risks and interest rate risks) therefore corresponds to the market risk exposure of the ONO Group. For a discussion of the market risks that affect the ONO Group, please see Item 11 “Quantitative and Qualitative Disclosure about Market Risk” of the Cableuropa Annual Report on Form 20-F, as filed with the SEC on April 27, 2005.

Item 12. Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in this report is recorded, processed, summarized and reported on a timely basis. Our board of directors performed an evaluation of our disclosure controls and procedures as of December 31, 2004. Based on that evaluation, they concluded that our disclosure controls and procedures were effective as of December 31, 2004, to achieve their intended objectives. There have not been any changes in our internal control over financial reporting during fiscal year 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

Not applicable.

Item 16B. Code of Ethics

We have not adopted a code of ethics as defined for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 because we are not required to have such a code of ethics under English law.

Item 16C. Principal Accountant Fees and Services

ONO Finance (Holdings) Limited, our corporate parent, pays all of our administrative expenses, including accounting fees.

Item 16D. Exemptions from the Listing Standards for Audit Committee

Not applicable.

Item 16E. Purchases of Equity Securities by Issuer

Not applicable

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

See our audited consolidated financial statement, and the notes thereto, beginning at page F-1.

Item 19. Exhibits

Exhibits

1.1		Memorandum and Articles of Association of ONO Finance PLC (formerly known as Ballardway Plc) (incorporated by reference to exhibit 3.1 of registrants’ Registration Statement submitted October 5, 1999 on Form F-4 (file No. 333-10976)).
1.2		Articles of Association of ONO Finance PLC (incorporated by reference to exhibit 3.14 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.1		Indenture, dated as of June 30, 2000 between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion al Cliente, S.A. and The Bank of New York in respect of ONO Finance PLC’s €200,000,000 14% Notes due 2010 (incorporated by reference to exhibit 4.1 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
2.2		Registration Rights Agreement dated June 30, 2000, by and between the Initial Purchasers, as defined therein, ONO Finance PLC, Cableuropa S.A., and the Note Guarantors, as used therein (incorporated by reference to exhibit 10.24 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
2.3		Dollar Note Indenture, dated as of May 6, 1999, between ONO Finance PLC and Bankers Trust Company in respect of ONO Finance PLC’s $275,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.1 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.4		Supplemental Dollar Note Indenture, dated as of September 28, 1999, between ONO Finance PLC, Santander de Cable, S.A. and Bankers Trust Company in respect of ONO Finance PLC’s $275,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.2 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.5		Euro Note Indenture, dated as of May 6, 1999, between ONO Finance PLC and Bankers Trust Company in respect of ONO Finance PLC’s 125,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.3 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.6		Supplemental Euro Note Indenture dated as of September 28, 1999, between ONO Finance PLC, Santander de Cable, S.A. and Bankers Trust Company in respect of ONO Finance PLC’s €125,000,000 13% Notes due 2009 (incorporated by reference to exhibit 4.4 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.7		Registration Rights Agreement dated May 6, 1999, by and between the Initial Purchasers, as defined in the Purchase Agreement, ONO Finance PLC, Cableuropa S.A., and the Controlled Companies, as defined therein (incorporated by reference to exhibit 10.28 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
2.8		Purchase Agreement, dated as of February 2, 2001 by and between the Initial Purchasers, as defined therein, ONO Finance PLC, Cableuropa, S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., TDC Sanlúcar, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion al Cliente, S.A. (incorporated by reference to exhibit 1.1 of registrants’ Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13536)).
2.9		Indenture, dated as of February 9, 2001 between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion al Cliente, S.A., TDC Sanlúcar, S.A., and The Bank of New York in respect of ONO Finance PLC’s $200,000,000 14% Notes due 2011 (incorporated by reference to exhibit 4.1 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).

2.10		Indenture, dated as of February 9, 2001 between ONO Finance PLC, Cableuropa S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion al Cliente, S.A., TDC Sanlúcar, S.A., and The Bank of New York in respect of ONO Finance PLC’s $150,000,000 14% Notes due 2011 (incorporated by reference to exhibit 4.2 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
2.11		Registration Rights Agreement dated February 9, 2001, by and between the Initial Purchasers, as defined therein, ONO Finance PLC, Cableuropa S.A., and the Note Guarantors, as used therein (incorporated by reference to exhibit 10.24 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
3.1		Vote Pooling Agreement, dated January 22, 1998, by and between parties representing Cableuropa, S.A., and Spanish Telecommunications Limited S.á.r.l (incorporated by reference to exhibit 10.12 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.1		Shareholders’ Agreement of Cableuropa, dated November 3, 2000, by and between Ferrovial Telecomunicaciones S.A., Grupo Multitel, S.A., Cántabra de Inversiones, S.A., Spanish Telecommunications Limited, S.à.r.l, Santander Telecommunications, Inc., Global Telecom Investments, LLC, BAEP Telecommunications Investments, LLC, Particel International Limited Partnership and VAL Telecommunications, S.L. (incorporated by reference to exhibit 10.1 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.2		Euro Multi-Borrower Credit Facility, dated June 30, 2000, between Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A., as Borrowers, and ONO Finance PLC, as lender (incorporated by reference to exhibit 10.26 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.3		Novation Agreement, dated February 13, 2003, to Modify, without Termination, a Euro Multi-Borrower Credit Facility dated June 30, 2000, between Cableuropa S.A.U., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atención al Cliente, S.A., as Borrowers and ONO Finance PLC, as lender (incorporated by reference to exhibit 4.3 of registrant’s annual report submitted May 29, 2003 on Form 20-F (File No. 333-10976)).
4.4		Escrow and Disbursement Agreement, dated June 30, 2000, by and among The Bank of New York, ONO Finance PLC, Cableuropa, S.A. Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A., Hydra Servicios de Atencion al Cliente, S.A. and Univertel Comunicaçôes, S.A. (incorporated by reference to exhibit 10.28 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.5		Senior Bank Facility Agreement, dated March 6, 2000, between Cableuropa, S.A., Bank of America International limited, Barclays Capital, Citibank, N.A., Toronto Dominion Bank Europe Limited, Albacete Sistemas de Cable S.A., Cádiz de Cable y Televisión S.A., Región de Murcia de Cable S.A., Valencia de Cable S.A., Corporación Mallorquina de Cable S.A., Cable y Televisión de El Puerto S.A., Huelva de Cable y Televisión S.A., Mediterránea Sur Sistemas de Cable S.A., Mediterránea Norte Sistemas de Cable S.A., Cable y Televisión de Andalucía S.A. and Hydra Servicios de Atencion al Cliente, S.A. (incorporated by reference to exhibit 10.25 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.6		Purchase Agreement, dated as of June 23, 2000 by and between the Initial Purchasers, as defined therein, ONO Finance PLC, Cableuropa, S.A., Albacete Sistemas de Cable, S.A., Cable y Televisión de Andalucía, S.A., Cable y Televisión de El Puerto, S.A., Cádiz de Cable y Televisión, S.A., Corporación Mallorquina de Cable, S.A., Huelva de Cable y Televisión, S.A., Mediterránea Norte Sistemas de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Valencia de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atencion al Cliente, S.A. (incorporated by reference to exhibit 1.1 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.7		Note Depositary Agreement, dated June 30, 2000, by and between ONO Finance PLC and The Bank of New York Trust Company (Cayman) Limited (incorporated by reference to exhibit 10.27 of registrants’ Registration Statement submitted November 29, 2000 on form F-4 (File No. 333-12932)).
4.8		Senior Facility Agreement, dated June 14, 1999, between Cableuropa, S.A., Electro Banque S.A., Albacete Sistemas de

		Cable S.A., Cádiz de Cable y Televisión S.A., Región de Murcia de Cable S.A., Valencia de Cable S.A., Corporación Mallorquina de Cable S.A., Cable y Televisión de El Puerto S.A., Huelva de Cable y Televisión S.A., Mediterránea Sur Sistemas de Cable S.A., Mediterránea Norte Sistemas de Cable S.A., and Cable y Televisión de Andalucía S.A. (incorporated by reference to exhibit 10.29 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.9		Dollar Multi-Borrower Credit Facility, dated May 6, 1999, between Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A., as Borrowers, and ONO Finance PLC, as Lender (incorporated by reference to exhibit 10.30 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.10		Novation Agreement, dated February 13, 2003, to Modify, without Termination, a Dollar Multi-Borrower Credit Facility dated May 6, 1999, between Cableuropa S.A.U., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atención al Cliente, S.A., as Borrowers and ONO Finance PLC, as lender (incorporated by reference to exhibit 4.10 of registrant’s annual report submitted May 29, 2003 on Form 20-F (File No. 333-10976)).
4.11		Euro Multi-Borrower Credit Facility, dated May 6, 1999, between Cableuropa, S.A., Valencia de Cable S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A., as Borrowers, and ONO Finance PLC, as Lender (incorporated by reference to exhibit 10.31 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.12		Novation Agreement, dated February 13, 2003, to Modify, without Termination, a Euro Multi-Borrower Credit Facility dated May 6, 1999, between Cableuropa S.A.U., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atención al Cliente, S.A., as Borrowers and ONO Finance PLC, as lender (incorporated by reference to exhibit 4.12 of registrant’s annual report submitted May 29, 2003 on Form 20-F (File No. 333-10976)).
4.13		Dollar Equity Value Certificate Agreement, dated May 6, 1999, among ONO Finance PLC, Cableuropa, S.A., and Bankers Trust Company, as Equity Value Certificate Agent (incorporated by reference to exhibit 10.32 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.14		Euro Equity Value Certificate Agreement, dated May 6, 1999, among ONO Finance PLC, Cableuropa, S.A., and Bankers Trust Company, as Equity Value Certificate Agent (incorporated by reference to exhibit 10.33 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.15		Dollar Escrow and Disbursement Agreement, dated May 6, 1999, by and among Bankers Trust Company, ONO Finance PLC, Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A. (incorporated by reference to exhibit 10.36 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.16		Euro Escrow and Disbursement Agreement, dated May 6, 1999, by and among Bankers Trust Company, ONO Finance PLC, Cableuropa, S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., and Albacete Sistemas de Cable, S.A. (incorporated by reference to exhibit 10.37 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.17		Dollar Note Depositary Agreement, dated May 6, 1999, by and between ONO Finance PLC and Bankers Trust Company (incorporated by reference to exhibit 10.34 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.18		Euro Note Depositary Agreement, dated May 6 1999, by and between ONO Finance PLC and Bankers Trust Company (incorporated by reference to exhibit 10.35 of registrants’ Registration Statement submitted October 5, 1999 on form F-4 (File No. 333-10976)).
4.19		Euro Multi-Borrower Credit Facility, dated as of February 9, 2001 between Cableuropa S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y

		Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes S.A., Hydra Servicios de Atencion al Cliente, S.A., and TDC Sanlúcar, S.A., as Borrowers, and ONO Finance PLC, as Lender, in respect of ONO Finance Plc’s $200,000,000 14% Notes (incorporated by reference to exhibit 10.25 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
4.20		Novation Agreement, dated February 13, 2003, to Modify, without Termination, a Dollar Multi-Borrower Credit Facility dated February 9, 2001, between Cableuropa S.A.U., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atención al Cliente, S.A., as Borrowers and ONO Finance PLC, as lender (incorporated by reference to exhibit 4.20 of registrant’s annual report submitted May 29, 2003 on Form 20-F (File No. 333-10976)).
4.21		Dollar Multi-Borrower Credit Facility, dated as of February 9, 2001 between Cableuropa S.A., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región, de Murcia de Cable, S.A., Huelva de Cable y Televisión, S.A., Cádiz de Cable y Televisión, S.A., Cable y Televisión de El Puerto, Cable y Televisión de Andalucia, S.A., Corporación Mallorquina de Cable, S.A., Albacete Sistemas de Cable, S.A., Santander de Cable, S.A., Univertel Comunicaçôes S.A., Hydra Servicios de Atencion al Cliente, S.A., and TDC Sanlúcar, S.A., as Borrowers, and ONO Finance PLC, as Lender, in respect of ONO Finance Plc’s $150,000,000 14% Notes (incorporated by reference to exhibit 10.26 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
4.22		Novation Agreement, dated February 13, 2003, to Modify, without Termination, a Euro Multi-Borrower Credit Facility dated February 9, 2001, between Cableuropa S.A.U., Valencia de Cable, S.A., Mediterránea Sur Sistemas de Cable, S.A., Mediterránea Norte Sistemas de Cable, S.A., Región de Murcia de Cable, S.A., Univertel Comunicaçôes Universais, S.A., Hydra Servicios de Atención al Cliente, S.A., as Borrowers and ONO Finance PLC, as lender (incorporated by reference to exhibit 4.22 of registrant’s annual report submitted May 29, 2003 on Form 20-F (File No. 333-10976)).
4.23		Note Depositary Agreement, dated February 9, 2001, by and between ONO Finance PLC and The Bank of New York Trust Company (Cayman) Limited, in respect of ONO Finance PLC’s $200,000,000 14% Notes (incorporated by reference to exhibit 10.27 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
4.24		Note Depositary Agreement, dated February 9, 2001, by and between ONO Finance PLC and The Bank of New York Trust Company (Cayman) Limited, in respect of ONO Finance PLC’s $150,000,000 14% Notes (incorporated by reference to exhibit 10.28 of registrant’s Registration Statement submitted May 17, 2001 on form F-4 (File No. 333-13530)).
12.1		Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
12.2		Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
13.1		Certification by the principal financial officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.
13.2		Certification by the principal executive officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ONO FINANCE PLC
	(Registrant)
	By:	/s/ Adrian Walton Gower

		Adrian Walton Gower
		Director
Date: June 30, 2005

ONO FINANCE PLC

CONTENTS

Directors’ report
Report of Independent Registered Public Accounting Firm
Profit and loss account and statement of total recognised gains and losses
Balance sheet
Notes to the accounts

F - 1

ONO FINANCE PLC

DIRECTORS’ REPORT

FOR THE YEAR ENDED 31 DECEMBER 2004

The directors present their report on the affairs of ONO Finance PLC (“the Company”), together with the accounts and auditors’ report for the year ended 31 December 2004.

Principal activity

The principal activity of the company is that of a finance company. ONO Finance PLC’s business is the issuance of debt and the provision of debt finance to Cableuropa S.A.U. and its subsidiary companies (“the Cableuropa Group”). The Cableuropa Group is one of the leading broadband telecommunications business in Spain.

Review of the business

At the start of the year the Company’s principal liability was under various loan notes (the “Notes”) and its principal asset various loans (the “Loans”) made to the Cableuropa Group.

During May and June 2004 ONO Finance plc purchased certain of the 2009 and 2011 Notes. In addition, on 17 May 2004 ONO Finance plc successfully closed a new bond issue. This new bond issue, which has a maturity of ten years, was sized at Euro 280 million, split between Euro 100 million of floating rate notes, priced at three month EURIBOR plus a margin of 8.5%, and Euro 180 million of fixed rate notes, priced at 10.5%. These were then further on-lent to Cableuropa Group at a margin of 0.01%.

Results and dividend

The results for the period are shown on page F-5 and arise from continuing operations. The directors recommend no dividend for 2004 (2003: nil, 2002: £1.50 per share).

Directors

The directors, who held office during the period, had no interest in the shares of the company at any time.

The directors who served during the period were as follows

Mr. B D Needham (resigned on 15 July 2004)

Mr. P M Hills (deceased 12 December 2004)

Capita Trust Company Limited (appointed 15 July 2004)

Mr Adrian Gower (appointed 12 December 2004)

The directors receive no emoluments from the company or the group.

Directors responsibilities

The directors are required by Company Law to prepare accounts for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit or loss of the company for the financial year.

The directors are responsible for ensuring that the company keeps accounting records which disclose with reasonable accuracy the financial position of the company and which enable them to comply with the Companies Act 1985. They also have general responsibility for taking reasonable steps to safeguard the assets of the company and for taking reasonable steps to prevent and detect fraud and other irregularities.

F - 2

The directors confirm that, in preparing the accounts, suitable accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, have been used and that applicable accounting and financial reporting standards have been followed.

Information published on the internet is available in many countries with different legal requirements. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Supplier payment policy

The company’s policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payments. The trade creditors, expressed as a number of days, was zero as all trading expenses were paid by ONO Finance (Holdings) Limited (“the holding company”) which abides by these terms.

Auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their reappointment will be proposed at the Annual General Meeting.

This report was approved and signed on behalf of the Board on 23 June 2005.

Director

Clifford Chance Secretaries

10 Upper Bank Street

London

E14 5JJ

F - 3

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of ONO Finance PLC.

We have audited the accompanying balance sheet of ONO Finance PLC as of December 31, 2004 and 2003, and the related profit and loss account and the statement of recognised gains and losses for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ONO Finance Plc at December 31, 2004 and 2003, and the results of its operations for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United Kingdom.

Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 13 to the financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants and Registered Auditors

London

30 June 2005

F - 4

ONO FINANCE PLC

PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2004

	Notes	Year ended 31 December 2004		Year ended 31 December 2004		Year ended 31 December 2003		Year ended 31 December 2002
		£		US$ (Note 1)		£		£
Interest receivable and similar income	2	58,212,304		111,534,775		35,432,928		88,695,480
Foreign exchange gains/(losses), net		(309	)	(592	)	1,300		9,941
Interest payable and similar charges	3	(58,184,051	)	(111,480,642	)	(35,410,071	)	(88,629,172	)
Profit on ordinary activities before taxation		27,944		53,541		24,157		76,249
Tax on profit on ordinary activities	4	(5,000	)	(9,580	)	(4,240	)	(9,335	)
Profit on ordinary activities after taxation		22,944		43,961		19,917		66,914
Dividend	5	—		—		—		(74,997	)
Retained profit/(loss) for the period	10	22,944		43,961		19,917		(8,083	)

The results for the period arise entirely from continuing operations.

The accompanying notes are an integral part of these accounts.

STATEMENT OF RECOGNISED GAINS AND LOSSES

FOR THE YEAR ENDED 31 DECEMBER 2004

	Year ended 31 December 2004		Year ended 31 December 2004		Year ended 31 December 2003		Year ended 31 December 2002
	£		US$ (Note 1)		£		£
Profit for the financial period	22,944		43,961		19,917		66,914
Revaluation of equity value certificates due from Cableuropa Group due to exchange rate difference	6,327		11,289		1,383,148		(30,535,128	)
Revaluation of equity value certificates due to bondholders due to exchange rate difference	(6,327	)	(11,289	)	(1,383,148	)	30,535,128
	22,944		43,961		19,917		66,914

The accompanying notes are an integral part of these accounts.

F - 5

ONO FINANCE PLC

BALANCE SHEET AS AT 31 DECEMBER 2004

	Notes	31 December 2004		31 December 2004		31 December 2003		31 December 2002
		£		US$ (Note 1)		£		£
Debtors: receivable after more than one year		320,517,571		614,111,666		282,912,545		572,209,595
Debtors: receivable within one year		14,704,154		28,173,159		32,170,463		59,931,601
Total debtors	6	335,221,725		642,284,825		315,083,008		632,141,196
Cash at bank and in hand		61,820		118,448		43,552		85,745
Current assets		335,283,545		642,403,273		315,126,560		632,226,941
Creditors: amounts falling due within one year	7	(10,211,620	)	(19,565,464	)	(15,419,513	)	(28,978,215	)
Total assets less current liabilities		325,071,925		622,837,809		299,707,047		603,248,726
Creditors: amounts falling due after more than one year	8	(325,008,171	)	(622,715,656	)	(299,666,237	)	(603,227,833	)
Net assets		63,754		122,153		40,810		20,893
Capital and Reserves
Called up share capital	9	12,502		23,954		12,502		12,502
Profit and loss account	10	51,252		98,199		28,308		8,391
Equity shareholders’ funds	10	63,754		122,153		40,810		20,893

The accounts on pages F-5 to F-16 were approved by the Board on 23 June 2005.

Director:

Andrew Walton Gower

The accompanying notes are an integral part of these accounts.

F - 6

ONO FINANCE PLC

NOTES TO THE ACCOUNTS

FOR THE YEAR ENDED 31 DECEMBER 2004

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the period.

Basis of accounting

The accounts have been prepared under the historical cost convention and in accordance with applicable accounting standards in the United Kingdom.

Loans

Borrowings are included as liabilities in the balance sheet at their proceeds, net of discount and expenses. The expenses and discount are charged to loan interest in the profit and loss account over the term of the borrowing, using the effective interest method. Funds on lent to Cableuropa S.A.U. and its subsidiary companies (the Cableuropa Group) are accounted for in exactly the same manner in order to match the borrowing and the debtor treatment.

Finance costs

Finance costs on borrowings are recognised in the profit and loss account over the term of such instruments at a constant rate over the period of the instrument.

Foreign exchange

Transactions in foreign currencies are translated into sterling at the rates of exchange current at the dates of the transactions. Foreign currency monetary assets and liabilities in the balance sheet are translated into sterling at the rates of exchange ruling at the end of the year. The resulting gain or loss is included as an exchange gain or loss in the profit and loss account.

Taxation

Corporation tax is provided on taxable profits at the current rate. Full provision is made for deferred tax arising from timing differences between the recognition of gains and losses in the financial statements and their recognition in tax computations, where future payment or receipt is more likely than not to occur.

Cash flow statement

The company has taken advantage of the exemption in Financial Reporting Standard No 1 “Cash Flow Statements (revised 1996)” from producing a cash flow statement on the grounds that it is a subsidiary undertaking where more than 90 per cent of the voting rights are controlled within a group and consolidated accounts for that group are publicly available.

Convenience translation

The financial statements are stated in United Kingdom pounds. The conversions of United Kingdom pound amounts into United States Dollars are included solely for the convenience of readers, using the noon buying rate certified for customs purposes by the Federal Reserve Bank of New York as of 31 December 2004, which was US$1.9160 to £1.

The convenience translations should not be construed as representations that the United Kingdom pound amounts have been, could have been, or could in the future be, converted into United States Dollars at this or any other rate of exchange.

F - 7

Revaluation of listed investments

Equity value certificates are stated at the estimated market value of Cableuropa, S.A.U. shares, and profits and losses arising from this valuation are taken to the revaluation reserve. This is in accordance with the Alternative Accounting Rules noted in the Companies Act 1985.

2. Interest receivable and similar income

The interest receivable and similar income represents the interest receivable on the funds that have been on-lent to the Cableuropa Group together with the amortisation of an upfront fee received from the Cableuropa Group and also the amortisation of a fee receivable for maintenance of the facilities. The amortisation of the aforementioned fees is being recorded using the effective interest method.

3. Interest payable and similar charges

The interest payable and similar charges represent the interest incurred on the debentures issued (see note 8), together with the amortisation of the both costs incurred and the discount on the issue of those debentures.

4. Taxation

The tax charge comprises:

	Year ended 31 December 2004		Year ended 31 December 2004		Year ended 31 December 2003		Year ended 31 December 2002
	£		US$		£		£
Current tax:
UK corporation tax	5,309		10,172		4,831		15,250
Adjustment in respect to prior years	(309	)	(592	)	(591	)	(5,915	)
	5,000		9,580		4,240		9,335

No temporary timing differences have arisen on the transactions of the company which would lead to a deferred tax charge/(credit) in the profit and loss account.

The difference between the total current tax charge shown above and the amount calculated by applying the standard rate of UK Corporation tax to the profit before tax is as follows:

	Year ended 31 December 2004		Year ended 31 December 2004		Year ended 31 December 2003		Year ended 31 December 2002
	£		US$		£		£
Profit on ordinary activities before taxation	27,944		53,541		24,157		76,249
Tax on profit on ordinary activities at standard UK corporation tax rate of 19% (2003: 20%; 2002: 20%)	5,309		10,172		4,831		15,250
Effects of:
Adjustment in respect to prior years	(309	)	(592	)	(591	)	(5,915	)
Current tax charge for the year	5,000		9,580		4,240		9,335

F - 8

5. Dividends

	Year ended 31 December 2004	Year ended 31 December 2004	Year ended 31 December 2003	Year ended 31 December 2002
	£	US$	£	£
Proposed	—	—	—	75,000
Adjustment in respect of prior year	—	—	—	(3	)
	—	—	—	74,997

The adjustment in respect of the prior year in 2002 relates to the waiver of the 2001 dividend by Cableuropa S.A.U.

6. Debtors

	31 December 2004	31 December 2004	31 December 2003	31 December 2002
	£	US$	£	£
Receivable after more than one year
Loans to the Cableuropa Group	302,564,870	579,714,290	264,966,171	555,646,369
Amounts due from Cableuropa in respect of the equity value certificates	17,952,701	34,397,376	17,946,374	16,563,226
	320,517,571	614,111,666	282,912,545	572,209,595
Receivable within one year:
Indebtedness with holding company	—	—	—	7,059
Indebtedness with the Cableuropa Group	14,704,154	28,173,159	32,170,463	59,924,542
	335,221,725	642,284,825	315,083,008	632,141,196

The loans to the Cableuropa Group reflect the on-lending of the gross loans that are included in creditors (see note 8) and are repayable on the same terms. These are denominated in the same currencies. The fixed rate loans bear interest at 14.01%, 16.252% and 10.51% per annum. The floating rate loans bear interest at a margin of 0.01% above that of the bonds as described in note 8.

7. Creditors: amounts falling due within one year

	31 December 2004	31 December 2004	31 December 2003	31 December 2002
	£	US$	£	£
UK taxation	5,597	10,725	4,245	15,250
Proposed dividend	—	—	—	75,000
Indebtedness with holding company	—	—	8,188	—
Accruals and deferred income	10,206,023	19,554,739	15,407,080	28,887,965
	10,211,620	19,565,464	15,419,513	28,978,215

The accruals and deferred income represents the interest payable on the Notes and the short-term portion of the amortisation for the maintenance fee in respect to the Notes due 2009 and 2011.

F - 9

8. Creditors: amounts falling due after more than one year

	31 December 2004	31 December 2004	31 December 2003	31 December 2002
	£	US$	£	£
Notes:
13% US$275m Notes due 2009	—	—	50,076,645	165,390,534
13% Euro 125m Notes due 2009	—	—	31,335,259	78,838,661
14% Euro 200m Notes due 2010	78,845,038	151,067,092	78,576,834	127,172,669
14% US$200m Notes due 2011	27,369,320	52,439,617	41,039,530	107,162,587
14% Euro 150m Notes due 2011	5,085,886	9,744,558	69,547,803	84,286,053
10.5% Euro 180m Notes due 2014	124,419,044	238,386,889	—	—
Floating Euro 100m Notes due 2014	68,787,320	131,796,505	—	—
Equity value certificates relating to the Notes due 2009 and 2011	17,952,701	34,397,376	17,946,374	16,563,226
Accruals and deferred income	2,548,862	4,883,619	11,143,792	23,814,103
	325,008,171	622,715,656	299,666,237	603,227,833

All Notes are repayable after more than 5 years.

The 13% Notes 2009 would have matured on 1 May 2009. However, the company could redeem some or all of the Notes at any time on or after 1 May 2004. The Company purchased all of these Notes during 2004, thereby reducing the liability to nil.

The 14% Notes 2010 will mature on 15 July 2010. However, the company may redeem some or all of the Notes on or after 15 July 2005.

The 14% Notes 2011 will mature on 15 February 2011. However, the company may redeem some or all of the Notes at any time on or after 15 February 2006. The company purchased some of the notes during the year.

The 10.5% Notes 2014 will mature on 15 May 2014. However the company may redeem some or all of the Notes at any time after May 15 2009.

The Floating Notes 2014 will mature on 15 May 2014. However the company may redeem some or all of the Notes at any time after May 15 2006.

13% US$275m Notes 275,000 units of $1,000 principal amount of dollar Notes and one dollar Equity value certificate were issued on 6 May 1999 at a discounted price of US$984.59/unit. Expenses of US$8,937,500 were incurred. Both the expenses and discount were netted from the gross amount of the loan and were being amortised over the period of the loan. The unamortised amount related to the discount and expenses at the balance sheet date of the units was US$ nil (2003:US$ 2,360,652, 2002: US$ 8,366,388). 182,902 Notes were then redeemed on 13 February 2003. The remainder of the Notes were purchased by the company during 2004 reducing the liability to nil. The Equity value certificates are still in issue and entitle their holders to receive cash in an amount equal to the market value of a number of shares of Cableuropa S.A.U. This number of shares can be diluted in relation to the percentage of Cableuropa, S.A.U.’s total shares under certain circumstances.

13% Euro125m Notes 125,000 units of Euro1,000 principal amount of Euro Notes and one Euro Equity value certificate were issued on 6 May 1999 at a discounted price of Euro 984.59/unit. Expenses of Euro 4,062,500 were incurred. Both the expenses and the discount were netted from the gross amount of the loan and were being amortised over the period of the loan. The unamortised amount related to the discount and expenses at the balance sheet date of the units was Euro nil (2003 Euro 1,169,535, 2002 Euro 3,802,904). 79,372 Notes were then redeemed on 13 February 2003. The remainder of the Notes were purchased by the company during 2004 reducing the liability to nil. The Equity value certificates are still in issue and entitle their holders to receive cash in an amount equal to the market value of a number of shares of Cableuropa S.A.U. This number of shares can be diluted in relation to the percentage of Cableuropa, S.A.U.’s total shares under certain circumstances.

F - 10

14% Euro200m Notes 200,000 units of Euro 1,000 principal amount were issued on 30 June 2000 at a discounted price of Euro 970/unit. The expenses of this issue have been borne by Cableuropa S.A.U. The discount has been netted from the gross amount of the loan and is being amortised over the period of the loan. 86,298 Notes were then redeemed on 13 February 2003. The unamortised amount related to the expenses at the balance sheet date of the units was Euro 1,876,083 (2003 Euro 2,217,189, 2002 Euro 4,500,000).

14% US$200m Notes 200,000 units of $1,000 principal amount of dollar Notes and one dollar Equity value certificate were issued on 9 February 2001 at a discounted price of US$862.04/unit. Expenses of US$6,000,000 were incurred. Both the expenses and discount have been netted from the gross amount of the loan and are being amortised over the period of the loan. The unamortised amount related to the expenses at the balance sheet date of the units was US$ 6,045,211 (2003 US$ 9,971,161, 2002 US$ 27,238,314). 116,486 Notes were then redeemed on 13 February 2003. A further 24,594 Notes were purchased by the company during 2004 leaving 58,920 still in issue at 31 December 2004. The Equity value certificates entitle their holders to receive cash in an amount equal to the market value of a number of shares of Cableuropa S.A.U. This number of shares can be diluted in relation to the percentage of Cableuropa, S.A.U.’s total shares under certain circumstances.

14% Euro150m Notes 150,000 units of Euro1,000 principal amount of Euro Notes and one Euro Equity value certificate were issued on 9 February 2001 at a discounted price of Euro 862.04/unit. Expenses of Euro 4,500,000 were incurred. Both the expenses and the discount have been netted from the gross amount of the loan and are being amortised over the period of the loan. The unamortised amount related to the discount and expenses at the balance sheet date of the units was Euro 824,687 (2003 Euro 13,378,577, 2002 Euro 20,428,736).37,947 Notes were then redeemed on 13 February 2003. A further 104,015 Notes were purchased by the company during 2004 leaving 8,038 still in issue at 31 December 2004. The Equity value certificates entitle their holders to receive cash in an amount equal to the market value of a number of shares of Cableuropa S.A.U. This number of shares can be diluted in relation to the percentage of Cableuropa, S.A.U.’s total shares under certain circumstances.

10.5% Euro180m Notes 180,000 units of Euro1,000 principal amount of Euro Notes were issued on 17 May 2004. Expenses of Euro 3,770,000 were incurred. The expenses have been netted from the gross amount of the loan and are being amortised over the period of the loan. The unamortized amount related to the expenses at the balance sheet date was Euro 3,536,469.

Floating Euro100m Notes 100,000 units of Euro1,000 principal amount of Euro Notes were issued on 17 May 2004. Expenses of Euro 2,600,000 were incurred. The expenses have been netted from the gross amount of the loan and are being amortised over the period of the loan. The unamortized amount related to the expenses at the balance sheet date was Euro 2,438,944. The interest is charged at EURIBOR plus 8.5%.

All the Notes are fully and conditionally guaranteed, jointly and severally on a subordinated unsecured basis by companies in the Cableuropa Group.

The Equity value certificates relating to the 1999 and 2001 Notes, which were separated from the Notes when the Notes were exchanged for registered Notes, will be redeemable at the earliest of an initial public offering of Cableuropa S.A.U. or a reorganisation of the Cableuropa Group or 31 May 2009 (related to 1999 Notes) or 16 March 2011 (related to 2001 Notes).

9. Called up share capital

The authorised and issued share capital of the Company is £50,000 divided into 50,000 ordinary shares of £1 each, of which two fully paid shares and 49,998 shares paid up to one quarter have been issued.

The issued share capital is paid up as follows:—

F - 11

	31 December 2004	31 December 2004	31 December 2003	31 December 2002
	£	US$	£	£
2 fully paid shares of £1 each, issued at par on incorporation.	2	4	2	2
49,998 paid up to one-quarter shares of £1 each, issued at par on 4 February 1999.	12,500	23,950	12,500	12,500
	12,502	23,954	12,502	12,502

10. Reconciliation of movements in equity shareholders’ funds

	Share capital 2003	Profit and loss account 2003	Total 2004	Total 2003	Total 2002
	£	£	£	£	£
Opening equity shareholders’ funds	12,502	28,308	40,810	20,893	28,976
Retained profit/(loss) for the financial period	—	22,944	22,944	19,917	(8,083	)
Closing equity shareholders’ funds	12,502	51,252	63,754	40,810	20,893

11. Ultimate parent undertaking and controlling party

ONO Finance (Holdings) Limited is the immediate parent undertaking of the company. The shares of ONO Finance (Holdings) Limited are in turn held by Royal Exchange Trust Company Limited under the terms of a Declaration of Trust for charitable purposes. Copies of those group accounts may be obtained from the Registrar of Companies.

Cableuropa S.A.U., a company incorporated in Spain, is the largest group of which the company is a member and for which group accounts are drawn up.

12. Related party transactions

The company has taken advantage of the exemption in Financial Reporting Standard No 8 from disclosing transactions with its holding company on the grounds that it is more than 90% owned.

The company is owned 98% by ONO Finance (Holdings) Limited and 2% owned by Cableuropa S.A.U. ONO Finance (Holdings) Limited has borne all administrative expenses of the company, including legal, accounting and rental costs. Accordingly, no administrative expenses have been recorded in the accompanying financial accounts. In addition, the directors receive no emoluments in respect of their services to the company.

13. US GAAP

ONO Finance Plc’s financial statements are prepared in accordance with UK GAAP, which differ in certain respects from the accounting principles generally accepted in the United States (US GAAP). The principal differences between UK GAAP and US GAAP are presented and described below, together with explanations of the adjustments that affect net income and total shareholders’ equity as of 31 December 2004 and for the periods indicated.

Reconciliation of shareholders’ equity and net (loss)/profit

Reconciliation of shareholders equity	Year ended 31 December 2004	Year ended 31 December 2004	Year ended 31 December 2003	Year ended 31 December 2002
	£	US$	£	£
Shareholders’ equity in accordance with UK GAAP	63,754	122,153	40,810	20,893
Proposed dividend and waiver of prior year dividend	—	—	—	74,997
Shareholders equity in accordance with US GAAP	63,754	122,153	40,810	95,890

F - 12

Reconciliation of net (loss)/profit	Year ended 31 December 2004	Year ended 31 December 2004	Year ended 31 December 2003	Year ended 31 December 2002
	£	US$	£	£
Retained profit/(loss) for the period in accordance with UK GAAP	22,944	43,961	19,917	(8,083	)
Proposed dividend and waiver of prior year dividend	—	—	—	74,997
Net profit in accordance with US GAAP	22,944	43,961	19,917	66,914

Proposed dividends

Under UK GAAP proposed dividends are presented as a deduction at the foot of the profit and loss account, whereas under US GAAP, dividends are shown when declared, as a deduction in the statement of changes in stockholders’ equity.

Use of Estimates in the Preparation of the Financial Statements

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosure of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates

Cash and cash equivalents

Cash and cash equivalents consist of all cash in banks, cash in hand, and other equivalent instruments with original maturities of three months or less.

Debt issuance costs

Under UK GAAP, debt issuance costs of £5,703,160 (2003 £6,652,367) are netted against the carrying value of the related debt. Under US GAAP, these costs are reclassified as a long-term asset and amortised over the period of the debt. This difference in classification gives rise to no differences in reported shareholders equity and net income.

The company has considered the impact of new accounting standards in the UK and the US and does not expect them to have a material impact on the company’s financial statements.

F - 13

Financial instruments

31 December 2004	Notional amount	Carrying amount	Fair value
	£	£	£
13% US$ Notes 2009	—	—	—
13% Euro Notes 2009	—	—	—
14% Euro Notes 2010	80,167,807	78,845,038	89,186,685
14% US$ Notes 2011	30,498 473	27,369,320	48,604,950
14% Euro Notes 2011	5,667,348	5,085,886	6,517,450
10.5% Euro Notes 2014	126,912,501	124,419,044	145,568,639
Floating Euro Notes 2014	70,506,945	68,787,320	76,147,500
	313,753,074	304,506,608	366,025,224

31 December 2004	Notional amount	Carrying amount	Fair value
	US$	US$	US$
13% US$ Notes 2009	—	—	—
13% Euro Notes 2009	—	—	—
14% Euro Notes 2010	154,876,185	151,067,092	170,881,688
14% US$ Notes 2011	58,920,000	52,439,617	93,127,084
14% Euro Notes 2011	10,948,750	9,744,558	12,487,435
10.5% Euro Notes 2014	245,182,260	238,386,889	278,909,511
Floating Euro Notes 2014	136,212,367	131,796,505	145,898,611
	606,139,562	583,434,661	701,304,329

31 December 2003	Notional amount	Carrying amount	Fair value
	£	£	£
13% US$ Notes 2009	51,393,973	50,076,645	53,449,732
13% Euro Notes 2009	32,159,571	31,335,259	32,963,561
14% Euro Notes 2010	80,139,555	78,576,834	82,944,439
14% US$ Notes 2011	46,603,795	41,039,530	48,992,239
14% Euro Notes 2011	78,977,305	69,547,803	81,741,510
10.5% Euro Notes 2014	—	—	—
Floating Euro Notes 2014	—	—	—
	289,274,199	270,576,071	300,091,481

31 December 2002	Notional amount	Carrying amount	Fair value
	£	£	£
13% US$ Notes 2009	170,580,133	165,390,534	55,438,543
13% Euro Notes 2009	81,312,448	78,838,661	26,426,546
14% Euro Notes 2010	130,099,917	127,172,669	42,282,473
14% US$ Notes 2011	124,058,279	107,162,587	40,318,940
14% Euro Notes 2011	97,574,938	84,286,053	31,711,855
10.5% Euro Notes 2014	—	—	—
Floating Euro Notes 2014	—	—	—
	603,625,715	562,850,504	196,178,357

The company could be exposed to credit related losses due to the debt financing in place. The fair value is based on the quoted market value of the Notes at 31 December 2004, 2003 and 2002.

F - 14

Cash flow statement

	Year ended 31 December		Year ended 31 December		Year ended 31 December		Year ended 31 December
	2004		2004		2003		2002
	£		US$		£		£
Cash flows from operating activities:
Net income	22,944		43,961		19,917		66,914
Adjustments to reconcile net income to net cash
Operating activities:
Taxation	5,000		9,580		4,240		9,335
Foreign exchange transaction (gain)/loss	—		—		—		(13,000	)
Amortisation of debt issuance costs and debt discount	1,839,851		3,525,154		3,061,720		5,320,321
Accretion of discount on Notes receivable	(1,839,851	)	(3,525,154	)	(3,061,720	)	(5,320,321	)
Non cash interest payable	—		—		—		17,607,776
Non cash interest receivable	—		—		—		(17,607,776	)
Interest received from prior years	—		—		—		79,664
(Increase)/decrease in debtors	(9,676	)	(18,539	)	8,650		(6,034	)
(Decrease) in creditors					—		—
Total adjustments from operating activities	18,268		35,002		12,890		69,965
Financing activities:
Dividend paid	—		—		(75,000	)	(74,997	)
Net cash flows	18,268		35,002		(42,193	)	61,882
Cash and cash equivalents, at beginning of period	43,552		83,446		85,745		23,863
Cash and cash equivalent, at end of period	61,820		118,448		43,552		85,745

Amounts stated are on a UK GAAP basis.

Non-cash investing and financing activities disclosure:

The cash proceeds from the debt issuance were received directly by the Cableuropa Group. Accordingly, the cash flow statement does not reflect receipt of these proceeds and a subsequent disbursement to the Cableuropa Group.

Accounting for derivative instruments and hedging activities

The company has considered the impact of new accounting standards in the UK and the US and does not expect them have a material impact on the company’s financial statements.

Revaluation of Equity Value Certificates

Under UK GAAP, changes in the value of the Equity value certificates are recorded in the statement of recognised gains and losses. Under US GAAP, such amounts are recorded under other comprehensive income. However, as the decrease in the value of the Equity value certificates related to the Company’s debt obligations is equivalent to the decrease in the value of the related receivable from Cableuropa S.A.U., there are no differences between net income, comprehensive income or shareholders’ equity between US and UK GAAP.

Income taxes

Provision for taxation has been made at the rate of 19%.

F - 15

There are no temporary differences giving rise to deferred taxes in accordance with US generally accepted accounting principles.

14. Significant event

ONO Finance plc announced a tender offer (the “Tender Offer”) on April 16, 2004. During May and June 2004 ONO Finance plc then purchased certain of the 2009 and 2011 Notes. In addition, on 17 May 2004 ONO Finance plc successfully closed a new bond issue. This new bond issue, which has a maturity of ten years, was sized at Euro 280 million, split between Euro 100 million of floating rate notes, priced at three month EURIBOR plus a margin of 8.5%, and Euro 180 million of fixed rate notes, priced at 10.5%. These were then further on-lent to Cableuropa Group at a margin of 0.01%.

The Notes outstanding and those loans to the Cableuropa Group immediately after these transactions are as follows:

	Thousand of Euro or US$(as applicable)
	Outstanding Bonds			Outstanding Loans to the Cableuropa Group
	Face	Interest Rate		Total loan @ maturity	Interest Rate

Euro Notes due 2009	—	—		—	—
US$ Notes due 2009	—	—		—	—
Euro Notes due 2010	113,702	14.00		113,702	14.010
Euro Notes due 2011	8,038	14.00		8,038	16.252
US$ Notes due 2011	58,920	14.00		58,920	16.252
Euro Fixed Notes due 2014	180,000	10.50		180,000	10.510
Euro Floating Notes due 2014	100,000	Euribor + 8.5	%	100,000	Euribor + 8.51	%

15. Derivatives and other financial instruments

The Company’s financial instruments comprise borrowings, debtors and creditors that arise as a result of normal operations. The Company does trade in financial instruments.

The main risk arising from the Company’s financial instruments is foreign currency risk. However, as the onward lendings to Cableuropa Group are in the same currencies as the borrowings, any foreign currency exposure should be minimal. Details can be found in notes 6 and 8.

Maturity of financial instruments

The maturity profiles of the company’s financial instruments are detailed in notes 6 and 8.

Fair values

The fair value of the financial liabilities at 31 December 2004 is detailed in note 13.

Interest rate risk

The company is not exposed to interest rate risk as all interest rates on financial instruments are fixed as detailed in notes 6 and 8 and finance raised by the issue of the financial instruments are subsequently on lent at similar fixed rates of interest.

F - 16

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	6th grade Good

Ono Finance Inactive 20-F2004 FY Annual report (foreign)

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