Virgin Media 2006 Annual Report Download - page 43

economic and market conditions, like recessions. Trends in this industry are likely to have a corresponding impact on the price of our
common stock.
We may in the future seek to raise funds through equity offerings, which could have a dilutive effect on our common stock.
In the future, we may determine to raise capital through offerings of our common stock, securities convertible into our common
stock, or rights to acquire these securities or our common stock. In any case, the result would ultimately be dilutive to our common
stock by increasing the number of shares outstanding. We cannot predict the effect this dilution may have on the price of our common
stock.
We have not historically paid cash dividends on our common stock, we may not be able to continue to pay dividends, and the
failure to do so could adversely affect our stock price.
Until recently, we had not paid any cash dividends on our common stock. The terms of our existing indebtedness limit our ability
to pay dividends from cash generated from operations. We may be unable to continue to pay cash dividends on our common stock.
Sales of stock by stockholders in the company may decrease the price of the common stock.
Based on SEC filings to date, the Virgin Group beneficially owns 10.5% of our issued and outstanding common stock; in
addition, Franklin Mutual Advisers, LLC beneficially owns 9.2%, Ameriprise Financial Inc. beneficially owns 8.9%, and Mr. William
R. Huff beneficially owns 5.7%, of our issued and outstanding common stock.
Some of these stockholders also have rights, subject to various conditions, to require the company to file one or more registration
statements covering their shares, or to include their shares in registration statements that the company may file for itself or on behalf
of other stockholders.
Subsequent sales by any of these stockholders of a substantial amount of the company’s common stock may significantly reduce
the market price of the common stock of the company. Moreover, the perception that these stockholders might sell significant amounts
of such common stock could depress the trading price of the company’s common stock for a considerable period. Sales of the
company’s common stock, and the possibility of these sales, could make it more difficult for the company to sell equity, or equity
related securities, in the future at a time, and price, that it considers appropriate.
Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law and our contracts
could prevent or delay a change of control of us.
We may, under some circumstances involving a change of control, be obligated to repurchase substantially all of our outstanding
senior notes and repay our outstanding indebtedness under our senior credit facility and other indebtedness. We or any possible
acquiror may not have available financial resources necessary to repurchase those notes or repay that indebtedness in those
circumstances.
If we or any possible acquiror cannot repurchase those senior notes or repay our indebtedness under our credit facilities and other
indebtedness in the event of a change of control of us, the failure to do so would constitute an event of default under the agreements
under which that indebtedness was incurred and could result in a cross−default under other indebtedness that does not have similar
provisions. The threat of this could have the effect of delaying or preventing transactions involving a change of control of us,
including transactions in which our stockholders would receive a substantial premium for their shares over then current market prices,
or otherwise which they may deem to be in their best interests.
Our stockholder rights plan, some provisions of our certificate of incorporation and our ability to issue additional shares of
common stock or preferred stock to third parties without stockholder approval may
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007