Virgin Media 2008 Annual Report Download - page 41

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
As of December 31, 2008, we own, lease or occupy under license 85 business units and regional
offices in the U.K., including our U.K. corporate head offices in Hook, Hampshire. We also lease an
office, which is our principal executive office, in New York City, as well as a further 23 retail facilities
in the U.K. as part of our retail sales channel. Twelve of our corporate real estate sites are not utilized,
representing 12% of our properties or 6% of available accommodation. We continue to explore
opportunities to dispose of these surplus buildings.
In addition, as of December 31, 2008, we own or lease facilities at approximately 732 locations for
operational network purposes such as head-ends, hubs, switching centers, points of presence, repeater
nodes and radio sites, of which 44 are located within corporate facilities. We also have network
equipment in over 785 significant customer or 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 18 of our leased technical sites are not utilized, representing a rental expense of
approximately 8.5% 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 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, 2008.
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