Exhibit 5.2
[LETTERHEAD OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON (LONDON) LLP]
June 15, 2010
Virgin Media Secured Finance PLC
160 Great Portland Street
W1W 5QA
United Kingdom
Ladies and Gentlemen:
1. INTRODUCTION
We have acted as English counsel for and have taken instructions solely from Virgin Media Secured Finance PLC, a public limited company organised under the laws of England and Wales (the “Issuer”) and Virgin Media Inc., a Delaware corporation (the “Parent”) in connection with the Issuer’s offer (the “Exchange Offer”) to exchange up to $1,000,000,000 in aggregate principal amount of its new 6.50% Senior Secured Notes due 2018 and up to £875,000,000 in aggregate principal amount of its new 7.00% Senior Secured Notes due 2018 (collectively, the “Exchange Notes”), which are being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 6.50% Senior Secured Notes due 2018 and 7.00% Senior Secured Notes due 2018, respectively, that were issued on January 19 , 2010 (collectively, the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 15, 2010 (as may be amended from time to time, the “Registration Statement”).
Pursuant to the terms of the Indenture (as defined below), the Outstanding Notes are, and the Exchange Notes will be, unconditionally guaranteed, jointly and severally, by the English Guarantors on the terms and subject to the conditions set forth in the Indenture. All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein.
2. DOCUMENTS EXAMINED AND SEARCHES
2.1 For the purposes of this opinion, we have relied on and examined copies of the Documents, the Certificates, the Consent Letter, the Resolutions and the Constitutive Documents only.
2.2 On June 11, 2010 we carried out company searches at the Companies Registry, Cardiff, in respect of each of the English Companies, but we have not conducted any further search since that date. On June 14, 2010 we performed further searches of the insolvency register at the Companies Registry, Cardiff in respect of each of the English Companies, but we have not conducted any further search since that date.
2.3 Except as otherwise stated herein, we have not:
(a) examined any contracts, deeds, instruments or documents and we have not made any search at the High Court, Strand, London or any other court in the United Kingdom in respect of winding-up or similar petitions;
(b) examined any corporate or other records of any English Entity or any other party to any of the Documents;
(c) investigated whether any English Entity or any other party to any of the Documents is or will be, by reason of any of the transactions and matters contemplated by the
Documents, in breach of any of its obligations under any other contract, deed, instrument or document; or
(d) made any enquiries concerning any English Entity or any other party to any of the Documents.
3. DEFINITIONS
For the purposes of this Opinion:
3.1 “Certificates” means, in the case of each of the English Companies, a director’s certificate or, in the case of each of the English Partnerships, a partners’ certificate, in each case, dated either January 19, 2010, April 19, 2010, May 17, 2010, or June 10, 2010, in each case, attaching copies of their respective Constitutive Documents and Resolutions and, in each case, a directors certificates or a partners certificate (as applicable) dated June 15, 2010, and on which we have relied in giving this opinion;
3.2 “Constitutive Documents” means, in the case of each of the English Companies, its memorandum and articles of association and, in the case of each of the English Partnerships, the agreements and other instruments detailed and specified as such in part 3 of schedule 1 (The English Entities — The English Partnerships) hereto, in each case, as attached to the relevant Certificate for the relevant English Entity;
3.3 “Consent Letter” means the letter of consent dated January 7, 2010 from Telewest Limited in respect of Birmingham Cable Limited and its subsidiaries;
3.4 “Documents” means, together, the Indenture (including the Supplemental Indentures, as applicable), the Notes and the Note Guarantees;
3.5 “English Companies” means each of the English Limited Liability Companies and each of the English Unlimited Liability Companies;
3.6 “English Entities” means each of the English Limited Liability Companies, each of the English Unlimited Liability Companies and each of the English Partnerships;
3.7 “English Guarantors” means each of the English Entities (other than the Issuer);
3.8 “English Limited Liability Companies” means each of the companies specified in part 1 of schedule 1 (The English Entities — The English Limited Liability Companies) hereto;
3.9 “English Partnerships” means each of the partnerships or joint ventures specified in part 3 of schedule 1 (The English Entities — The English Partnerships) hereto, whose current partners or joint venturers are listed against the name of each such partnership or joint venture therein;
3.10 “English Unlimited Liability Companies” means each of the companies specified in part 2 of schedule 1 (The English Entities — The English Unlimited Liability Companies) hereto;
3.11 “Indenture” means the Indenture, dated as of January 19, 2010, among the Issuer, the Parent, Virgin Media Finance PLC, Virgin Media Investment Holdings Limited, the subsidiary guarantors named therein, The Bank of New York Mellon, as trustee and paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent, as supplemented by a First Supplemental Indenture dated as of April 19, 2010, a Second Supplemental Indenture dated as of May 17, 2010 and a Third Supplemental Indenture dated as of June 10, 2010 (each a “Supplemental Indenture&# 148; and together, the “Supplemental Indentures”); and
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3.12 “Resolutions” means, in the case of each of the English Companies, written resolutions of the directors thereof and written resolutions of the members thereof or, in the case of each of the English Partnerships, written resolutions of the partners thereof, in each case, relating to, amongst other things, the due authorisation of the execution, delivery and performance of the Documents to which it is a party and as attached to the relevant Certificate for the relevant English Entity.
4. SCOPE OF OPINION
4.1 This opinion is limited to English law and is itself governed by English law. By accepting this opinion you irrevocably agree and accept that the English courts shall have exclusive jurisdiction to hear and determine any dispute or claim relating to it or its formation.
4.2 We express no opinion as to the laws of any jurisdiction other than the laws of England and Wales in force (and as interpreted by the English courts) at the date of this opinion and we undertake no responsibility to notify any addressee of this opinion of any change in English law after the date of this opinion. To the extent that the laws of any jurisdiction other than England and Wales may be relevant, we have made no independent investigation thereof and our opinion is subject to the effect of such laws.
4.3 We express no opinion as to matters of fact or taxation.
4.4 This opinion is limited to the matters stated herein and is not to be read as extending by implication or otherwise to any other matter in connection with the Documents or the English Entities.
5. ASSUMPTIONS
In giving this opinion we have assumed the following:
5.1 All signatures, stamps and seals are genuine.
5.2 All documents submitted to us as originals are authentic and complete.
5.3 All documents submitted to us as copies or received by facsimile or other electronic transmission conform to the originals, and the original documents of which such copies, facsimiles or electronic copies have been supplied to us were authentic and complete.
5.4 All documents submitted to us in draft form have been or will be executed by the parties thereto in the same form as submitted to us without any amendment or modification thereto.
5.5 No amendments (whether oral, in writing or by conduct of the parties) have been made to the Documents since the dates thereof and there are no other arrangements between any of the parties to the Documents or otherwise which modify or supersede any of the terms thereof or any other matter which renders the Documents inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion and, to the extent applicable, each of the Documents are or have been executed in the same form as the forms examined by us for the purposes of this opinion.
5.6 The Certificates and other documents on which we have expressed reliance in the giving of this opinion (and the factual statements in such Certificates or documents) remain accurate and there have been no changes made to such Certificates or documents (including to the Constitutive Documents of each of the English Entities as compared to the forms certified as being in force and provided to us under the Certificates) since the date of such Certificates or documents and no matters would have been disclosed by searches being carried out since the carrying out of the searches re ferred to in paragraph 2.2 above and that the particulars disclosed by such searches are true, complete and up-to-date.
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5.7 In relation to each party to the Documents (other than the English Entities), it is and was at all relevant times duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
5.8 In relation to each party to the Documents (other than the English Entities), its execution, delivery and performance of the Documents, is and was at all relevant times within its capacity and powers and its entry into the Documents, has been validly authorised.
5.9 The Documents (substantially in the form examined by us) have been or will be duly executed (other than by the English Entities) and, where applicable, have been or will be delivered by all of the parties thereto.
5.10 The obligations expressed to be assumed by each of the parties to each of the Documents constitute their respective legally valid, binding and enforceable obligations under all applicable laws.
5.11 The copies of the Resolutions of each English Company provided to us in connection with the giving of this opinion are true copies of the written resolutions of all of the directors or members (as the case may be) of each English Company and such written resolutions have not been amended, rescinded or superseded and are in full force and effect and the directors or members (as the case may be), in resolving such matters, were acting in good faith.
5.12 The copies of the Resolutions of each English Partnership provided to us in connection with the giving of this opinion are true copies of the written resolutions of all of the partners of each English Partnership and such written resolutions have not been amended, rescinded or superseded and are in full force and effect and the partners, in resolving such matters, were acting in good faith.
5.13 In relation to any person or entity (other than any English Company) which has executed or will execute any of the Documents by or on behalf of any English Partnership, its execution of the Documents is and was at all relevant times within its capacity and powers and its execution thereof has been validly authorised and is binding on and enforceable against it.
5.14 None of the English Entities or any of the other parties to the Documents has passed a voluntary winding-up resolution and no petition or application has been presented to, or order made by, a court for the winding-up or dissolution of such party or an administration order made in respect of any such party and no receiver, administrator, administrative receiver, liquidator or similar officer has been appointed in respect of any such party or any of their respective assets or, in each case, any equivalent or analogous events or actions in respect of any English Partnership.
5.15 No English Entity was unable to pay its debts, within the meaning of section 123 of the Insolvency Act 1986, at the time it entered into any of the Documents to which it is a party and will not be or was not, immediately after the execution of such Documents, unable to pay its debts within the meaning of that section or, in the case of any of the English Partnerships, any corresponding provision in any statute by which the English Partnerships are governed.
5.16 No English Entity has been dissolved.
5.17 The execution by each English Company of each of the Documents to which it is a party and the exercise by it of its rights and the performance by it of its obligations thereunder (including the giving of any guarantees) is or was for the benefit of and in the best interests of such English Company and will promote each English Company’s success for the benefit of their respective members as a whole.
5.18 All representations as to fact made in the Documents and the Certificates were and remain accurate.
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5.19 None of the parties to the documents to which this opinion relates was, is or will be seeking to achieve any purpose not apparent from the Documents.
5.20 There are no provisions of any laws other than the laws of England and Wales, which would have any implications for the opinions which we express and, insofar as any such other laws may be relevant, such other laws have been or will be complied with and there are no provisions of the laws of any other jurisdiction outside England and Wales which would be contravened by the execution, delivery and performance of the Documents, the consummation of the Exchange Offer or the granting of the Note Guarantees.
5.21 Each party to the Documents to which this opinion relates has complied and will at all relevant times comply with all applicable anti-money laundering reporting requirements under the Proceeds of Crime Act 2002 and no persons commits money laundering for the purposes of that Act in connection with such Documents or any business under them.
5.22 Those entities listed in part 3 of schedule 1 (The English Entities — The English Partnerships) as partners of each English Partnership are and at all relevant times were the current and only partners thereof.
5.23 In relation to each of the English Partnerships, the partners thereof are and at all relevant times were carrying on business between them in accordance with the terms of the Constitutive Document of such English Partnership as set out in part 3 of schedule 1 (The English Entities — The English Partnerships).
5.24 Any person who executes or has executed a Document as a partner of an English Partnership does or did so for the purposes of the business of that English Partnership carried on in the usual way.
5.25 There are and at all relevant times were no contractual or similar restrictions binding on the English Entities (other than as may be contained in the Documents or the respective Constitutive Documents of the English Entities) which would affect the conclusions in this opinion.
5.26 Any person signing any Document on behalf of any English Entity has individual, legal and mental capacity to execute such Documents and is not acting under duress.
6. OPINION
Based on the foregoing, subject to any matters not disclosed to us and subject to the qualifications set out below, we give the following opinions:
6.1 Each of the English Limited Liability Companies is a private limited liability company (other than the Issuer and Virgin Media Finance PLC, which are public limited liability companies), and each of the English Unlimited Liability Companies is an unlimited liability company, in each case, duly incorporated and subsisting under the laws of England and Wales.
6.2 Each English Partnership is an English general partnership under the Partnership Act 1890.
6.3 Each of the English Companies has (or had, as applicable) all requisite capacity and power to enter into, deliver and perform its obligations under the Documents to which it is a party and has taken all necessary corporate action to authorise the entry into, delivery and performance of its obligations thereunder. Each of the partners of each of the English Partnerships has approved the execution, delivery and performance by that English Partnership of the Documents to which that English Partnership is a party.
6.4 Each of the English Entities has duly executed the Documents to which it is a party.
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7. QUALIFICATIONS
This opinion is subject to the following qualifications:
7.1 We express no opinion as to the validity or enforceability of any of the Documents, in each case, to which any of the English Entities are a party nor to the effectiveness, validity, enforceability or perfection or registration requirements of or in respect of any of the Note Guarantees.
7.2 We express no opinion as to whether any person will be prevented from acquiring Notes or taking the benefit of any Guarantee or may be required to divest any Notes or interest in the Guarantees.
7.3 The question under English law as to whether an arrangement constitutes a general partnership under the Partnership Act 1890 depends on, amongst other things, the conduct and intention of the relevant parties. There is, as a result, the possibility that based on an analysis of the conduct and intention of the partners at a specified point in time, an English court may conclude that the English Partnership in question does not constitute a general partnership under the Partnership Act 1890. In addition, we note that (i) the constitutive document of each of the English Par tnerships named Avon Cable Joint Venture, Telewest Communications (London South) Joint Venture, Telewest Communications (Cotswolds) Joint Venture and Telewest Communications (Scotland) Venture describes the proposed arrangements between the parties thereto as a “joint venture” rather than a partnership and (ii) in the case of the English Partnership named Telewest Communications (London South) Joint Venture, its constitutive document provides that certain equipment used for the purpose of that English Partnership remains the exclusive property of the party which purchased it. An English court may give weight to these facts in determining the status of such arrangements and decide that, on balance, those arrangements do not constitute a general partnership under the Partnership Act 1890.
8. CONSENT
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Yours faithfully
/s/ FRIED, FRANK, HARRIS, SHRIVER & JACOBSON (LONDON) LLP | |
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FRIED, FRANK, HARRIS, SHRIVER & JACOBSON (LONDON) LLP | |
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SCHEDULE 1
THE ENGLISH ENTITIES
PART 1: THE ENGLISH LIMITED LIABILITY COMPANIES
Company Name | | Registered number |
Andover Cablevision Limited | | 01932254 |
A nglia Cable Communications Limited | | 02433857 |
Barnsley Cable Communications Limited | | 02466594 |
Berkhamsted Properties & Building Contractors Limited | | 00958564 |
Birmingham Cable Corporation Limited | | 02170379 |
Birmingham Cable Limited | | 02244565 |
Cable Camden Limited | | 01795642 |
Cable Enfield Limited | | 02466511 |
Cable Hackney & Islington Limited | | 01795641 |
Cable Haringey Limited | | 01808589 |
Cable London Limited | | 01794264 |
Cable Television Limited | | 00683065 |
Cable Thames Valley Limited | | 02254089 |
Cabletel (UK) Limited | | 02835551 |
CableTel Cardiff Limited | | 02740659 |
CableTel Central Hertfordshire Limited | | 02347168 |
CableTel Hertfordshire Limited | | 02381354 |
CableTel Herts and Beds Limited | | 01785533 |
CableTel Investments Limited | | 03157216 |
CableTel North Bedfordshire Limited | | 02455397 |
CableTel Surrey and Hampshire Limit ed | | 02740651 |
CableTel Telecom Supplies Limited | | 02919285 |
CableTel West Glamorgan Limited | | 00623197 |
CableTel West Riding Limited | | 02372564 |
Cambridge Cable Services Limited | | 03262220 |
Cambridge Holding Company Limited | | 02670603 |
CCL Corporate Communication Services Limited | | 02955679 |
Central Cable Holdings Limited | | 03008567 |
Columbia Management Limited | | 02361163 |
ComTel Cable Services Limited | | 02265315 |
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Company Name | | Registered number |
ComTel Coventry Limited | | 00277802 |
Continental Shelf 16 Limited | | 03005499 |
Credit-Track Debt Recovery Limited | | 02425789 |
Crystal Palace Radio Limited | | 01459745 |
Diamond Cable Communications Limited | | 02965241 |
Digital Television Network Limited | | 03288768 |
Doncaster Cable Communications Limited | | 02407940 |
DTELS Limited | | 02834403 |
East Coast Cable Limited | | 02352468 |
Ed Stone Limited | | 04170969 |
EMS Investments Limited | | 03373057 |
Enablis Limited | | 03144815 |
Eu roBell (Holdings) Limited | | 02904215 |
EuroBell (IDA) Limited | | 03373001 |
EuroBell (No. 2) Limited | | 03405634 |
EuroBell (No. 3) Limited | | 03006948 |
EuroBell (No. 4) Limited | | 02983110 |
EuroBell (South West) Limited | | 01796131 |
EuroBell (Sussex) Limited | | 02272340 |
EuroBell (West Kent) Limited | | 02886001 |
EuroBell CPE Limited | | 02742145 |
EuroBell Internet Services Limited | | 03172207 |
EuroBell Limited | | 02983427 |
Filegale Limited | | 02804553 |
Fleximedia Limited | | 02654520 |
Flextech Limited | | 02688411 |
Flextech (1992) Limited | | 01190025 |
Flextech (Kindernet Investment) Limited | | 01260228 |
Flextech (Travel Channel) Limited | | 03427763 |
Flextech Broadband Limited | | 04125315 |
Flextech Broadcasting Limited | | 04125325 |
Flextech Business News Limited | | 02954531 |
Flextech Childrens Channel Limited | | 02678881 |
Flextech Communications Limited | | 02588902 |
Flextech Digital Broadcasting Limited | | 03298737 |
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Company Name | | Registered number |
Flextech Distribution Limited | | 02678883 |
Flextech Family Channe l Limited | | 02856303 |
Flextech IVS Limited | | 02678882 |
Flextech Media Holdings Limited | | 02678886 |
Flextech Music Publishing Limited | | 03673917 |
Flextech Video Games Limited | | 02670821 |
Flextech-Flexinvest Limited | | 01192945 |
General Cable Group Limited | | 02872852 |
General Cable Holdings Limited | | 02798236 |
General Cable Investments Limited | | 02885920 |
General Cable Limited | | 02369824 |
Halifax Cable Communications Limited | | 02459173 |
Heartland Cablevision (UK) Limited | | 02415170 |
Heartland Cablevision II (UK) Limited | | 02443617 |
Herts Cable Limited | | 02390426 |
Interactive Digital Sales Limited | | 04257717 |
Lanbase European Holdings Limited | | 02529290 |
Lanbase Limited | | 02617729 |
Lichfield Cable Communications Limited | | 03016595 |
M&NW Network II Limited | | 06765761 |
M&NW Network Limited | | 06763496 |
Maza Limited | | 02785299 |
Metro Hertfordshire Limited | | 03092899 |
Metro South Wales Limited | | 03092897 |
Middlesex Cable Limited | | 02460325 |
Virgin Media Investments Limit ed | | 07108297 |
Virgin Media Secured Finance PLC | | 07108352 |
Northampton Cable Television Limited | | 02475464 |
NTL (Aylesbury and Chiltern) Limited | | 02416084 |
NTL (B) Limited | | 02735732 |
NTL (Broadland) Limited | | 02443741 |
NTL (City & Westminster) Limited | | 02809080 |
NTL (County Durham) Limited | | 03128449 |
NTL (CWC) Corporation Limited | | 02719477 |
NTL (CWC) Limited | | 03288998 |
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Company Name | | Registered number |
NTL (CWC) Management Limited | | 02924200 |
NTL (CWC) No. 2 Li mited | | 02441766 |
NTL (CWC) No. 3 Limited | | 02441768 |
NTL (CWC) No. 4 Limited | | 02351068 |
NTL (CWC) Programming Limited | | 03403986 |
NTL (Ealing) Limited | | 01721894 |
NTL (Fenland) Limited | | 02459153 |
NTL (Greenwich and Lewisham) Limited | | 02254009 |
NTL (Hampshire) Limited | | 02351070 |
NTL (Harrogate) Limited | | 02404019 |
NTL (Harrow) Limited | | 02459179 |
NTL (Kent) Limited | | 02456153 |
NTL (Lam beth and Southwark) Limited | | 02277986 |
NTL (Leeds) Limited | | 02400103 |
NTL (Norwich) Limited | | 02332233 |
NTL (Peterborough) Limited | | 02332232 |
NTL (South East) Limited | | 01870928 |
NTL (South London) Limited | | 00657093 |
NTL (Southampton and Eastleigh) Limited | | 01866504 |
NTL (Sunderland) Limited | | 02402393 |
NTL (Thamesmead) Limited | | 02461140 |
NTL (Wandsworth) Limited | | 01866178 |
NTL (Wearside) Limited | | 02475099 |
NTL (West London) Limited | | 01735664 |
NTL (Yorcan) Limited | | 02371785 |
NTL (York) Limited | | 02406267 |
NTL Acquisition Company Limited | | 02270117 |
NTL Business (Ireland) Limi ted | | 03284482 |
NTL Business Limited | | 03076222 |
NTL Cablecomms Group Limited | | 03024703 |
NTL Cablecomms Holdings No. 1 Limited | | 03709869 |
NTL Cablecomms Holdings No. 2 Limited | | 03709840 |
NTL Cablecomms Limited | | 02664006 |
NTL Cablecomms Manchester Limited | | 02511868 |
NTL Cablecomms West Surrey Limited | | 02512757 |
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Company Name | | Registered number |
NTL Cambridge Limited | | 02154841 |
NTL Chartwell Holdings Limited | | 03290823 |
NTL Communications Services Limited | | 03403985 |
NTL Darlington Limited | | 02533674 |
NTL Equipment No. 1 Limited | | 02794518 |
NTL Equipment No. 2 Limited | | 02071491 |
NTL Finance Limited | | 05537678 |
NTL Funding Limited | | 05333722 |
NTL Glasgow Holdings Limited | | 04170072 |
NTL Holdings (Broadland) Limited | | 02427172 |
NTL Holdings (East London) Limited | | 02032186 |
NTL Holdings (Fenland) Limited | | 02427199 |
NTL Holdings (Leeds) Limited | | 02766909 |
NTL Holdings (Norwich) Limited | | 02412962 |
NTL Holdings (Peterborough) Limited | | 02888397 |
NTL Internet Limited | | 02985161 |
NTL Internet Services Limited | | 04038930 |
NTL Irish Holdings Limited | | 05313953 |
NTL Kirklees Holdings Limited | | 04169826 |
NTL Limited | | 02586701 |
NTL Microclock Services Limited | | 02861856 |
NTL Midlands Limited | | 02357645 |
NTL Milton Keynes Limited | | 02410808 |
NTL National Networks Limited | | 05174655 |
NTL Networks Limited | | 03045209 |
NTL Partcheer Company Limited | | 02861817 |
NTL Rectangle Limited | | 04329656 |
NTL Sideoffer Limited | | 02927099 |
NTL Solent Telephone and Cable TV Company Limited | | 02511653 |
NTL South Central Limited | | 02387692 |
NTL South Wales Limited | | 02857050 |
NTL Streetunique Projects Limited | | 02851203 |
NTL Streetunit Projects Limited | | 02851201 |
NTL Streetusual Services Limited | | 02851019 |
NTL Streetvision Services Limited | | 02851020 |
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Company Name | | Registered number |
NTL Streetvital Services Limited | | 02851021 |
NTL Streetwarm Serv ices Limited | | 02851011 |
NTL Streetwide Services Limited | | 02851013 |
NTL Strikeagent Trading Limited | | 02851014 |
NTL Strikeamount Trading Limited | | 02851015 |
NTL Strikeapart Trading Limited | | 02851018 |
NTL Systems Limited | | 03217975 |
NTL Technical Support Company Limited | | 02512756 |
NTL Teesside Limited | | 02532188 |
NTL Telecom Services Limited | | 02937788 |
NTL UK Telephone and Cable TV Holding Company Limited | | 02511877 |
NTL Victoria II Limited | | 05685189 |
NTL Victoria Limited | | 05685196 |
NTL Westminster Limited | | 01735641 |
NTL Winston Holdings Limited | | 03290821 |
Oxford Cable Limited | | 02450228 |
Screenshop Limited | | 03529106 |
Secure Backup Systems Limited | | 03130333 |
Sheffield Cable Communications Limited | | 02465953 |
Southern East Anglia Cable Limited | | 02905929 |
Southwestern Bell International Holdings Limited | | 02378768 |
Stafford Communications Limited | | 02381842 |
Swindon Cable Limited | | 00318216 |
Tamworth Cable Communications Limited | | 03016602 |
Telewest Communications (Central Lancashire) Limited | | 01737862 |
Telewest Communications (Cotswolds) Limited | | 01743081 |
Telewest Communications (Liverpool) Limited | | 01615567 |
Telewest Communications (London South) Limited | | 01697437 |
Telewest Communications (Midlands and North West) Limited | | 02795350 |
Telewest Communications (Midlands) Limited | | 01882074 |
Telewest Communications (Nominees) Limited | | 02318746 |
Telewest Communications (North East) Limited | | 02378214 |
Telewest Communications (North West) Limited | | 02321124 |
Telewest Communications (South East) Limited | | 02270764 |
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Company Name | | Registered number |
Telewest Communications (South Thames Estuary) Limited | | 02270763 |
Telewest Communications (South West) Limited | | 02271287 |
Telewest Communications (St. Helens & Knowsley) Limited | | 02466599 |
Telewest Communications (Tyneside) Limited | | 02 407676 |
Telewest Communications (Wigan) Limited | | 02451112 |
Telewest Communications Cable Limited | | 02883742 |
Telewest Communications Holdings Limited | | 02982404 |
Telewest Communications Holdco Limited | | 03761983 |
Telewest Communications Networks Limited | | 03071086 |
Te lewest Limited | | 03291383 |
Telewest Parliamentary Holdings Limited | | 02514316 |
Telewest UK Limited | | 04925679 |
Telso Communications Limited | | 02067186 |
The Cable Corporation Limited | | 02075227 |
The Yorkshire Cable Group Limited | | 02951884 |
Theseus No. 1 Limited | | 02994027 |
Theseus No. 2 Limited | | 02994061 |
TVS Pension Fund Trustees Limited | | 01539051 |
TVS Television Limited | | 00591652 |
United Artists Investments Limited | | 02761569 |
Virgin Media Business Limited (f/k/a Imminus Limited) | | 01785381 |
Virgin Media Finance PLC | | 05061787 |
Virgin Media Investment Holdings Limited | | 03173552 |
Virgin Media Limited | | 02591237 |
Virgin Media Payments Ltd | | 06024812 |
Virgin Media SFA Finance Limited | &n bsp; | 07176280 |
VM Sundial Limited | | 07251197 |
Virgin Media Wholesale Limited (f/k/a Telewest Communications Group Limited) | | 02514287 |
Virgin Mobile Group (UK) Limited | | 05050748 |
Virgin Mobile Holdings (UK) Limited | | 03741555 |
Virgin Mobile Telecoms Limited | | 03707664 |
Virgin Net Limited | | 02833330 |
Vision Networks Services UK Limited | | 03135501 |
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Company Name | | Registered number |
VMIH Sub Limited | | 05316140 |
Wakefield Cable Communications Limite d | | 02400909 |
Wessex Cable Limited | | 02433185 |
Windsor Television Limited | | 01745542 |
XL Debt Recovery Agency Limited | | 03303903 |
X-Tant Limited | | 03580901 |
Yorkshire Cable Communications Limited | | 02490136 |
Virgin Media Secured Finance PLC | | 07108352 |
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PART 2: THE ENGLISH UNLIMITED LIABILITY COMPANIES
Company Name | | Registered number |
CableTel Newport | | 02478879 |
Jewel Holdings | | 03085518 |
NTL (CRUK) | | 02329254 |
NTL (CWC Holdings) | | 03922682 |
NTL (CWC) UK | | 02463427 |
NTL (V) | | 02719474 |
NTL Bolton Cablevision Holding Company | | 02422198 |
NTL Cablecomms Bolton | | 01883383 |
NTL Cablecomms Bromley | | 02422195 |
NTL Cablecomms Bury and Rochdale | | 02446183 |
NTL Cablecomms Cheshire | | 02379804 |
NTL Cablecomms Derby | | 02387713 |
NTL Cablecomms East Lancashire | | 02114543 |
NTL Cablecomms Greater Manchester | | 02407924 |
NTL Kirklees | | 02495460 |
NTL Cablecomms Lancashire No. 1 | | 02453249 |
NTL Cablecomms Lancashire No. 2 | | 02453059 |
NTL Cablecomms Macclesfield | | 02459067 |
NTL Cablecomms Oldham and Tameside | | 02446185 |
NTL Cablecomms Solent | | 02422654 |
NTL Cablecomms Staffordshire | | 02379800 |
NTL Cablecomms Stockport | | 02443484 |
NTL Cablecomms Surrey | | 02531586 |
NTL Cablecomms Sussex | | 02266092 |
NTL Cablecomms Wessex | | 02410378 |
NTL Cablecomms Wirral | | 02531604 |
NTL Derby Cablevision Holding Company | | 02422310 |
NTL Manchester Cablevisio n Holding Company | | 02455631 |
NTL Wirral Telephone and Cable TV Company | | 02511873 |
15
PART 3: THE ENGLISH PARTNERSHIPS
Partnership Name | | Constitutive Documents | | Current Partners |
Telewest Communications (North East) Partnership | | Partnership agreement dated August 31, 1990 between (1) US Cable of Tyneside, Inc., US West U.K. Cable, Inc., US Cable of Newcastle, Inc. and Morgan Cable Limited (together trading together as “Tyneside Cable Partnership”) (2) Comment Cablevision North East Limited and (3) Comment Cablevision Tyneside Limited Subsequent agreement of November 16, 1992 changed the name of the Part nership to the “United Artists Communications (North East) Partnership”. Subsequent agreement of July 11, 1996 changed the name of the Partnership to the “Telewest Communications (North East) Partnership”. | | Tyneside Cable Limited Partnership Telewest Communications (North East) Limited Telewest Communications (Tyneside) Limited |
| | | | |
Telewest Communications (South East) Partnership | | Joint venture agreement dated December 21, 1992 between (1) Estuaries Cable Limited Partnership (2) United Artists Communications (North Thames Estuary) Ltd and (3) United Artists Communications (South Thames Estuary) Ltd Subsequent agreement of July 11, 1996 changed the name of the Partnership to the “Telewest Communications (South East) Partnership”. | | Estuaries Cable Limited Partnership Telewest Communications (South East) Limited Telewest Communications (South Thames Estuary) Limited |
| | | | |
Avon Cable Joint Venture | | Joint venture agreement dated May 8, 1990 between (1) United Artists Avon Partnership Holdings Ltd, a Colorado limited partnership, U.S. West Avon Partnership Holdings, Inc. and Avon Cable Investments Ltd tog ether trading as “Avon Cable Partnership” and (2) United Artists Communications (Avon) Ltd | | Avon Cable Limited Partnership Telewest Communications (South West) Limited |
| | | | |
Telewest Communications (London South) Joint Venture | | Joint venture agreement dated March 27, 1985 between (1) Cablevision-UK Limited and Crystal Palace Radio Limited, trading together as Croydon Cable Partnership and (2) Croydon Cable Television Limited, amended by subsequent agreement between the parties, dated March 3, 1987. | | London South Cable Partnership Telewest Communications (London South) Limited |
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Partnership Name | | Constitutive Documents | | Current Partners |
Telewest Communications (Cotswolds) Venture | | Amended and restated joint venture agreement dated December 23, 1991 between (1) United Artists Cotswolds Partnership Holdings L.P. and (2) United Artists Communications (Cotswolds) Ltd Subsequent agreement of July 11, 1996 changed the name of the Joint Venture to the “Telewest Communications (Cotswolds) Venture”. | | Cotswolds Cable Limited Partnership Telewest Communications (Cotswolds) Limited |
| | | | |
Telewest Communications (Scotland) Venture | | Joint venture agreement dated April 30, 1993 between (1) Edinburgh Cable Limited Partnership and (2) United Artists Communications (Scotland) Ltd Subsequent agreement of July 11, 1996 changed the name of the Joint Venture to the “Telewest Communications (Scotland) Venture”. | | Edinburgh Cable Limited Partnership Telewest Communications (Scotland) Limited |
17
