Virgin Media 2007 Annual Report Download - page 156

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
(a) Historical Structure of the Company
Virgin Media Investment Holdings Limited, or VMIH, is incorporated in the United Kingdom. We
are an indirect wholly-owned subsidiary of Virgin Media Inc., or Virgin Media. On February 19, 2007,
we changed our name from NTL Investment Holdings Limited to Virgin Media Investment Holdings
Limited.
We were incorporated in March 1996 under the laws of England and Wales. From March 1996 to
April 1998, we were a wholly-owned subsidiary of Virgin Media (UK) Group, Inc. (formerly NTL (UK)
Group, Inc.). From April 1998 to April 2004, we were a wholly-owned subsidiary of Virgin Media
Communications Limited (formerly NTL Communications Limited). Since April 2004, we are a wholly-
owned subsidiary of Virgin Media Finance PLC (formerly NTL Cable PLC).
In October 2003, we cancelled our outstanding share capital and issued 1,000 shares of £0.001 each
for every existing share outstanding. Shareholders’ equity has been retrospectively restated to show the
effect of the stock split.
On March 3, 2006, NTL Holdings Inc. (formerly known as NTL Incorporated and now known as
Virgin Media Holdings Inc, or Virgin Media Holdings), merged with a subsidiary of NTL Incorporated
(formerly known as Telewest Global, Inc., or Telewest, and now known as Virgin Media Inc., or Virgin
Media).
On June 19, 2006, in connection with the integration of Virgin Media and Telewest, we engaged in
a post acquisition restructuring of Telewest UK Limited and its subsidiaries in order to integrate their
operations with Virgin Media’s existing U.K. operations and to implement permanent financing. This
restructuring involved a series of steps that included internal contributions, distributions, mergers and
acquisitions as well as borrowings from external sources and contributions of the proceeds of the same
to us, to effect our acquisition of the shares of Telewest UK Limited and its subsidiaries. The
completion of this restructuring resulted in Telewest UK Limited and its subsidiaries becoming our
wholly-owned subsidiary.
On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile
Holdings (UK) plc, or Virgin Mobile, through a U.K. scheme of arrangement.
We conduct our operations primarily through direct and indirect wholly-owned subsidiaries.
(b) Business
Virgin Media Inc. is a leading U.K. entertainment and communications business providing the first
‘‘quad-play’’ offering of television, broadband, fixed line telephone and mobile telephone services in the
U.K. together with one of the most advanced TV on demand services available in the U.K. market. By
number of customers, we are the U.K.’s largest residential broadband and mobile virtual network
operator and second largest provider in the U.K. of pay television and fixed line telephone services.
Through ntl:Telewest Business, which also operates under the Virgin Media group, we provide a
complete portfolio of voice, data and internet solutions to leading businesses, public sector
organizations and service providers in the U.K.
Through Virgin Media Television, or Virgin Media TV, we provide a broad range of programming
through our wholly-owned channels, such as Virgin 1, Living and Bravo; through UKTV, our joint
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