DUBLIN, Ireland--(BUSINESS WIRE)--Virgin Media Receivables Financing Notes II Designated Activity Company (the “Issuer”) announced today that it successfully negotiated a private placement of £50 million in aggregate principal amount of its 5¾% Receivables Financing Notes due 2023 (the “New Additional Notes”). The New Additional Notes will be issued and sold as an additional issue of the Issuer’s outstanding 5¾% Receivables Financing Notes due 2023, originally issued on 4 April 2018 (the “Original Notes”) in an aggregate principal amount of £300 million. On 13 June 2018, the Issuer issued £50 million in aggregate principal amount of its 5¾% Receivables Financing Notes due 2023 in a private placement (the “June Additional Notes” and, together with the Original Notes, the “Existing Notes”).
The New Additional Notes are expected to be issued on 26 July 2018. Upon issuance, the New Additional Notes will have a different international securities identification number (“ISIN”) and common code (“Common Code”) from, and will not trade fungibly with, the Original Notes (or the June Additional Notes) during the 40-day period prescribed by Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended, commencing on the issue date of the New Additional Notes (the “Distribution Compliance Period”). Following the Distribution Compliance Period, the New Additional Notes will become fully fungible with, and have the same ISIN and Common Code as, the Original Notes sold pursuant to Regulation S.
The Issuer has outstanding the following debt securities listed on the Irish Stock Exchange:
- Original Notes: £300,000,000 original aggregate principal amount of 5¾% Receivables Financing Notes due 2023 (ISIN: XS1797821037, Common Code: 179782103)
- June Additional Notes: £50,000,000 aggregate principal amount of additional 5¾% Receivables Financing Notes due 2023 (Temporary ISIN: XS1838122387, Temporary Common Code: 183812238). Following the distribution compliance period for the June Additional Notes, the June Additional Notes will have the same ISIN (XS1797821037) and Common Code (179782103) and be fully fungible with the Original Notes
The Issuer will use the proceeds of the New Additional Notes, together with the proceeds from the Existing Notes to (i) purchase eligible accounts receivable of Virgin Media Investment Holdings Limited (“VMIH”), a subsidiary of Virgin Media Inc. (“Virgin Media”) and certain of its subsidiaries and (ii) make revolving loans to VMIH.
The Issuer is a special purpose financing company. The legal interest in the entire issued share capital of the Issuer is held by a share trustee (with the beneficial interest being held on charitable trust under the laws of the Republic of Ireland). None of Virgin Media, VMIH or their respective subsidiaries have any equity or voting interest in the Issuer, and accordingly, the Issuer will not be consolidated into Virgin Media’s consolidated financial statements.
About the Virgin Media Group
Virgin Media is the leading cable operator in the U.K. and Ireland, delivering 14.4 million broadband, video and fixed-line telephony services to 5.9 million cable customers and voice and data services to 3.1 million mobile subscribers at March 31, 2018.
This announcement is not directed at, or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing.
The Existing Notes and the New Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold, resold or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States.
This announcement contains or, incorporates by reference, “forward-looking statements.” These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “projects,” “expects,” “intends,” “aims,” “plans,” “predicts,” “may,” “will,” “seeks,” “could,” “would,” “shall” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of Virgin Media concerning, among other things, Virgin Media’s results of operations, financial condition, prospects, growth, strategies and the industries in which Virgin Media operates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond Virgin Media’s control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions relating to Virgin Media’s actual results of operations and financial condition and the development of the industries in which Virgin Media operates which may differ materially from those suggested by the forward-looking statements contained in, or incorporated by reference into, in this announcement. In addition, even if Virgin Media’s actual results of operations, financial condition and the development of the industries in which Virgin Media operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements contained in, or incorporated by reference into, this announcement speak only as of the date of this announcement. Virgin Media expressly disclaims any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law.
MiFID II professionals / ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.