Virgin Media 2006 Annual Report Download - page 44

have the effect, alone or in combination with each other, of preventing or making more difficult transactions involving a change of
control of us. We are subject to the Delaware business combinations law that, subject to limited exceptions, prohibit some Delaware
corporations from engaging in some business combinations or other transactions with any stockholder who owns 15% or more of the
corporation’s outstanding voting stock for three years following the date that the stockholder acquired that interest. The terms of
certain of our existing agreements relating to changes of control may also have the effect of delaying or preventing transactions
involving a change of control of us.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
In the U.K., we own, lease or occupy under license 134 business units and regional offices including our U.K. corporate head
offices in Hook, Hampshire. We also maintain an office, which is our principal executive office, under lease in New York City.
Twenty two of our corporate real estate sites are unoccupied, representing 16% of our properties or 14% of available accommodation.
We continue to explore every opportunity to dispose of these surplus buildings.
In addition, we own or lease facilities at approximately 900 switching centers/head−ends, operational hub−sites, and other types
of network sites like points of presence, radio sites and repeater nodes. We also own or lease warehouses and other non−operational
properties, as well as operating various cable television, telephone and telecommunications equipment housed in street−cabinet
enclosures situated on public and private sites. Currently four of our technical sites are unoccupied, representing a rental expense of
approximately 0.9% of our technical sites rents. We are seeking to renegotiate the leases for these properties or dispose of them.
Item 3. Legal Proceedings
We are involved in various other disputes and litigation arising in the ordinary course of our business. None of these matters is
expected to have a material adverse effect on our financial position, results of operation or cash flow.
In 2004, Owl Creek Asset Management L.P. and JMB Capital Partners, L.P. filed a complaint in the Supreme Court of the State
of New York seeking to hold our subsidiary, Virgin Media Holdings Inc. (formerly NTL Holdings Inc.), and PTV Inc. (NTL Holdings
Inc’s. pre−bankruptcy holding company) liable for alleged damages attributable to their trading in NTL common stock on a “when
issued” basis prior to the completion of NTL’s plan of bankruptcy in January 2003. A similar claim was brought by Maxcor Financial
Inc. in 2005. We settled these matters in February 2007. We paid $182,500 in the settlement to the plaintiffs.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters that were submitted to a vote of our stockholders during the quarter ended December 31, 2006.
40
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007