Virgin Media 2009 Annual Report Download - page 38

Sales in the public market of the common stock issued upon conversion could adversely affect
prevailing market prices of our common stock. In addition, the existence of the convertible notes may
encourage short selling by market participants.
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 may not continue to pay dividends, and the failure to do so could adversely affect our stock price.
Until June 2006, we had not paid any cash dividends on our common stock. We could determine
not to continue to pay dividends on our common stock at the same level, or at all. In addition, the
terms of our existing indebtedness limit the amount of dividends we can pay to stockholders from cash
generated from operations if our debt leverage ratio is above certain levels.
The trading volatility and price of our common stock may be affected by many factors, some of which are
beyond our control.
The market price of our common stock has been and may continue to be adversely affected by
conditions in the global financial markets, and stock prices of highly levered companies, in particular,
have been highly volatile. The market price of our common stock could also be subject to wide
fluctuations in response to additional factors, many of which are beyond our control. These factors
include general economic and market conditions, actual or anticipated variations in our operational
results and cash flow, our competitors’ earnings releases, announcements of technological innovations,
changes in financial estimates by securities analysts, trading volume, currency and exchange rate
fluctuations, market conditions in the industry and the general state of the securities markets and the
market for telecommunications stocks, governmental legislation or regulation and rumors of private
equity interest in our company.
Sales of stock by stockholders in the company may decrease the price of the common stock.
Based on SEC filings as of February 25, 2010, Fidelity Management & Research Company
beneficially owns 13.3% of our issued and outstanding common stock, the Virgin Group beneficially
owns 6.5%, Capital World Investors beneficially owns 6.2%, Level Global Investors LP beneficially
owns 6.1%, Wellington Management Company LLP beneficially owns 5.8%, and Franklin Mutual
Advisers LLC beneficially owns 5.4%, of our issued and outstanding common stock.
Some of our 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 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, a 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.
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