Virgin Media 2007 Annual Report Download - page 43

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 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, prohibits 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 131 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 17% of our properties or 12% of available accommodation. We
continue to explore opportunities to dispose of these surplus buildings.
In addition, we own or lease facilities at approximately 780 locations for operational network
purposes such as head-ends, hubs, switching centers, points of presence, repeater nodes and radio sites
and we also have network equipment in over 580 significant customer/third party sites. 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 five of our leased technical sites are unoccupied, representing a rental
expense of approximately 3.5% of our rents on our technical sites. Again, we continue to explore
opportunities to dispose of these surplus sites.
Item 3. Legal Proceedings
We are involved in various other disputes and litigation arising in the ordinary course of our
business. While we do not believe any of these litigation matters alone or in the aggregate will have a
material adverse effect on our financial position or results of operation, any adverse outcome in one or
more of these matters could be material to our consolidated financial statements for any one period.
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, 2007.
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