Virgin Media 2012 Annual Report Download - page 29

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Sales of stock by stockholders in the Company may decrease the price of the common stock.
A number of our stockholders have large holdings of our stock. 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.
Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law
and our contracts could prevent or delay a change of control of us.
We may, under some circumstances involving a change of control, be obligated to repurchase substantially all of our
outstanding senior notes, senior secured notes and convertible senior notes, and repay our outstanding indebtedness
under our senior credit facility and other indebtedness. We or any possible acquirer may not have available financial
resources necessary to repurchase those notes or repay that indebtedness in those circumstances.
If we or any possible acquirer cannot repurchase those notes or repay our indebtedness under our senior credit facility
and other indebtedness in the event of a change of control of us, the failure to do so would constitute an event of
default under the agreements under which that indebtedness was incurred and could result in a cross-default under
other indebtedness that does not have similar provisions. The threat of this could have the effect of delaying or preventing
transactions involving a 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 that 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.
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