Filed Pursuant to Rule 433
Registration Nos. 333-159493,
333-159493-01, 333-159493-02,
333-159493-03, 333-159493-04,
333-159493-05, 333-159493-06
FINAL PRICING TERM SHEET
VIRGIN MEDIA FINANCE PLC
U.S.$600,000,000 of 8.375% Senior Notes due 2019
£350,000,000 of 8.875% Senior Notes due 2019
Issuer: |
| Virgin Media Finance PLC |
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Guarantors: |
| Virgin Media Inc. |
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Security description: |
| Senior Notes |
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Distribution: |
| SEC registered |
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Dollar Notes: |
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Aggregate principal amount: |
| $600,000,000 |
Gross proceeds: |
| $590,184,000 |
Net proceeds (before expenses): |
| $581,331,240 |
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Maturity: |
| October 15, 2019 |
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Coupon: |
| 8.375% |
Offering price: |
| 98.364% |
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Yield to maturity: |
| 8.625% |
Spread to Benchmark Treasury: |
| +517 bps |
Benchmark Treasury: |
| UST 3.625% due August 15, 2019 |
Interest Payment Dates: |
| April 15 and October 15, commencing April 15, 2010 |
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Redemption Provisions: |
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First call date: |
| October 15, 2014 |
Make-whole call: |
| Before the first call date at a discount rate of Treasury plus 50 basis points |
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Redemption prices: |
| Commencing October 15, 2014: 104.188% |
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Redemption with proceeds of equity offering: |
| Prior to October 15, 2012, up to 40% may be redeemed at 108.375% |
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Dollar CUSIP: |
| 92769VAB5 |
Dollar ISIN: |
| US92769VAB53 |
Dollar Denominations: |
| $US100,000 minimum; $1,000 increments |
Sterling Notes: |
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Aggregate principal amount: |
| £350,000,000 |
Gross proceeds: |
| £344,403,500 |
Net proceeds (before expenses): |
| £339,237,448 |
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Maturity: |
| October 15, 2019 |
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Coupon: |
| 8.875% |
Offering price: |
| 98.401% |
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Yield to maturity: |
| 9.125% |
Spread to Benchmark: |
| +535 bps |
Benchmark: |
| Gilt 4.5% due March 7, 2019 |
Interest Payment Dates: |
| April 15 and October 15, commencing April 15, 2010 |
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Redemption Provisions: |
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First call date: |
| October 15, 2014 |
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Make-whole call: |
| Before the first call date at a discount rate of Gilt plus 50 basis points |
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Redemption prices: |
| Commencing October 15, 2014: 104.438% |
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Redemption with proceeds of equity offering: |
| Prior to October 15, 2012, up to 40% may be redeemed at 108.875% |
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Sterling ISIN: |
| XS0464803765 |
Sterling Common Code: |
| 046480376 |
Sterling Denominations: |
| £50,000 minimum; £1,000 increments |
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Trade date: |
| November 4, 2009 |
Settlement: |
| T+3; November 9, 2009 |
Ratings: |
| B2/B |
Bookrunners: |
| Deutsche Bank |
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Co-Manager: |
| UBS Investment Bank |
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Underwriting: |
| The underwriters are entitled to receive an additional fee in the aggregate of approximately £1.76 million, which is payable if and when such underwriters or their affiliates participate in a refinancing of our senior credit facility at specified levels of commitments. |
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect (212) 250-7772.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
United Kingdom: Stabilisation/FSA.
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