Virgin Media Inc. : Tender Offer

Virgin Media Announces Notice of Change of Control and Offer to Purchase Relating to Certain Outstanding Notes 
    LONDON, May 3, 2013 - Virgin Media Inc. ('Virgin Media') (NASDAQ:VMED) (LSE:VMED) today announced that its
subsidiaries Virgin Media Finance PLC ('VMF') and Virgin Media Secured Finance PLC ('VMSF' and, together with VMF, the
'Offerors') will notify holders (the 'Notice') of VMF's dollar-denominated 5.25% senior notes due 2022,
dollar-denominated 4.875% senior notes due 2022 and sterling-denominated 5.125% senior notes due 2022 (collectively, the
'2022 Notes') and VMSF's dollar-denominated 5.25% senior secured notes due 2021 and sterling-denominated 5.5% senior
secured notes due 2021 (collectively, the '2021 Notes' and, together with the 2022 Notes, the 'Notes') that a 'Change of
Control', as defined in each of the indentures governing the Notes, is expected to occur upon the consummation of the
transactions (the 'Change of Control Transaction') contemplated by the Agreement and Plan of Merger dated as of February
5, 2013 (as amended on March 6, 2013 and as may be further amended or supplemented from time to time, the 'Merger
Agreement') between Virgin Media, Liberty Global, Inc. ('Liberty Global'), Liberty Global Corporation Limited and
certain other wholly owned subsidiaries of Liberty Global. Pursuant to the terms of the Notes, following the
consummation of the Change of Control Transaction, holders of the Notes will have the right to require VMF or VMSF, as
applicable, to purchase all or a portion of such holders' Notes, plus any accrued and unpaid interest up to, but not
including, the date of purchase (the 'Payment Date').
    The Offerors have today commenced tender offers for the Notes (the 'Tender Offers') in contemplation of, and
conditioned on, the consummation of the Change of Control Transaction.
    The Notice and terms and conditions of the Tender Offers are included in the Notice of Change of Control and Offer
to Purchase dated May 3, 2013 (the 'Offer to Purchase') to be distributed to holders of the Notes. The Tender Offers are
subject to the satisfaction of certain conditions, including the consummation of the Change of Control Transaction.
    The Tender Offers will expire at 11:59 p.m., New York City time, on June 7, 2013, unless extended or earlier
terminated (such time and date, as the same may be extended, the 'Expiration Date'). Holders must validly tender their
Notes, and not validly withdraw their Notes, at or prior to the Expiration Date to be eligible to receive the applicable
Tender Offer Consideration (as defined below), plus accrued interest. Notes tendered may be withdrawn at any time prior
to the Expiration Date.
    The amount in cash in U.S. dollars or pounds sterling (as applicable) (the 'Tender Offer Consideration') to be paid
to holders for each $1,000 or £1,000 (as applicable) principal amount of the Notes accepted for purchase in the Tender
Offers is:
 Description of the Notes                    Outstanding        CUSIP/ISIN/Common             Tender Offer
                                        Principal Amount                     Code         Consideration(1)
 Dollar-denominated 5.25%                   $500,000,000        CUSIP 92769V AC3,                $1,010.00
 Senior Notes due 2022                                          ISIN US92769VAC37
 Dollar-denominated 4.875%                  $900,000,000         CUSIP 92769VAD1,                $1,010.00
 Senior Notes due 2022                                          ISIN US92769VAD10
 Sterling-denominated 5.125%                £400,000,000       ISIN XS0850236596,                £1,010.00
 Senior Notes due 2022                                                Common Code
                                                                        085023659
 Dollar-denominated 5.25%                   $500,000,000      Regulation S Notes:                $1,010.00
 Senior Secured Notes due 2021                                  CUSIP G9372G AC2,
                                                                ISIN USG9372GAC27
                                                             Rule            144A
                                                              Notes: CUSIP 92769X
                                                                        AE5, ISIN
                                                                      US92769XAE5
                                                             Registered
                                                                     Notes: CUSIP
                                                                  92769XAF2, ISIN
                                                                     US92769XAF24
 Sterling-denominated 5.50%                 £650,000,000      Regulation S Notes:                £1,010.00
 Senior Secured Notes due 2021                                 ISIN XS0597901965,
                                                                      Common Code
                                                               059790196Rule 144A
                                                                      Notes: ISIN
                                                             XS0597902260, Common
                                                                   Code 059790226
    Per $1,000 or £1,000 (as applicable) principal amount of the Notes.
    
The Payment Date, in respect of any Notes that are validly tendered (and not validly withdrawn) at or prior to the
Expiration Date and that are accepted for purchase, will be promptly after the Expiration Date and is expected to be
within two (2) business days of the Expiration Date. Payment of the Notes will be made by the deposit of immediately
available funds by the Offerors with the relevant clearing system.
    Notes accepted for payment pursuant to the Tender Offers will be accepted only in minimum principal amounts of
$1,000 and integral multiples of $1,000 in excess thereof with respect to the dollar-denominated Notes, and minimum
principal amounts of £100,000 and integral multiples of £1,000 in excess thereof with respect to the
sterling-denominated Notes. The Offerors intend to cancel all of the Notes purchased pursuant to the Tender Offers.
    Lucid Issuer Services Limited has been appointed as tender agent and information agent (in such capacities, the
'Tender Agent') in connection with the Tender Offers. Copies of the Offer to Purchase can be obtained by eligible
holders of the Notes from the Tender Agent at the telephone number below.
    None of Virgin Media, the Offerors and the Tender Agent or any of their affiliates are making any recommendations to
holders of Notes as to whether to tender or refrain from tendering their Notes in the Tender Offers. In making a
decision whether to tender their Notes pursuant to the Tender Offers, Holders of Notes must rely on their own
examination of the Offerors and the information contained in the Offer to Purchase, including their own determination of
the merits and risks involved in participating in the Tender Offers.
     This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities
described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The Tender Offers are made solely pursuant to the Offer to Purchase. 
     The Tender Agent: 
 Lucid Issuer Services Limited 
Leroy House
436 Essex Road
London N13QP
United Kingdom
Telephone: [phone]
Attention: Thomas Choquet /Sunjeeve Patel
Email: [e-mail]
    Forward-Looking Statements
    Virgin Media cautions you that statements included in this announcement that are not a description of historical
facts, such as statements about the expected Change of Control Transaction, are forward-looking statements that involve
risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause
Virgin Media's results to differ materially from historical results or those expressed or implied by such
forward-looking statements. Certain of these factors are discussed in more detail under 'Risk Factors' and elsewhere in
Virgin Media's annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 7,
2013. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media
assumes no obligation to update any forward-looking statement included in this announcement to reflect events or
circumstances arising after the date on which it was made.
    For further information, contact:
    Virgin Media Investor Relations
    Richard Williams: [phone] / [e-mail]
Vani Bassi: [phone] / [e-mail]
    Media Contacts
    At Tavistock Communications
    Lulu Bridges: [phone] / [e-mail]
Matt Ridsdale: [phone] / [e-mail]