Exhibit 99.1
Footnotes
(1) On June 5, 2007, Virgin Entertainment Investment Holdings Limited
("XXXXX") entered into a prepaid collar arrangement with an unaffiliated
third party buyer pursuant to which XXXXX wrote a covered call option and
purchased a put option over 12,847,860 shares of Virgin Media Inc. common
stock, par value $0.01 per share ("Common Stock"). Only one of the
options can be in the money on June 5, 2009, or an earlier date if the
parties agree to terminate the prepaid collar arrangement early (the
"Expiration Date"), at which time the in-the-money option will be
exercised (and, if it is the call option, settled in cash or in shares of
Common Stock or, if it is the put option, settled in cash), and the other
option will expire. If neither option is in the money on the Expiration
Date, both options will expire. As part of the transaction,XXXXX has also
received a prepayment of $224,872,294 (the "Prepayment Amount"), equal to
the net present value of the amount that may be payable to XXXXX under
the put option. This Prepayment Amount will be repayable by XXXXX on the
Expiration Date. XXXXX has pledged 12,847,860 shares of Common Stock (the
"Pledged Shares") to secure its obligations under the prepaid collar
arrangement. XXXXX will retain voting rights and rights to ordinary
dividends under the Pledged Shares during the term of the pledge. The
amount of cash (or number of shares of Common Stock) to be delivered on
the Expiration Date will be determined based upon the volume weighted
average price of Common Stock on the 20 trading days immediately
preceding the Expiration Date of the prepaid collar arrangement (the
"Settlement Price"). The prepaid collar arrangement has a floor price of
$19.68 (the "Floor Price") and a cap price of $31.98 (the "Cap Price").
If the Settlement Price is greater than the Cap Price on the Expiration
Date, XXXXX will deliver cash (or shares of Common Stock) equal to the
difference between the Settlement Price and the Cap Price multiplied by
the number of shares of Common Stock underlying the prepaid collar
arrangement. If the Settlement Price is less than the Floor Price on the
Expiration Date, XXXXX will receive cash equal to the difference between
the Floor Price and the Settlement Price multiplied by the number of
shares of Common Stock underlying the prepaid collar arrangement. The
default method of settlement under the prepaid collar arrangement is cash
settlement rather than physical settlement.
(2) This Statement on Form 4 is filed jointly by (i) XXXXX, (ii) Corvina
Holdings Limited ("Corvina"), (iii) Gamay Holdings Limited ("Gamay"),
(iv) Virgin Group Holdings Limited ("VGHL"), (v) Xxx Xxxxxxx Xxxxxxx,
(vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments
Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey)
Limited ("DBTSGL"), solely in its capacity as trustee on behalf of The
Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The
Venus Trust, The Xxx Trust and The Gemini Trust (such trusts collectively
referred to as the "DB Trusts"), and (ix) Abacus (C.I.) Limited
("Abacus"), solely in its capacity as trustee on behalf of The Aquarius
Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The
Saturn Trust (such trusts collectively referred to as the "Abacus
Trusts"). XXXXX is a wholly-owned subsidiary of Corvina. Corvina is held
as to approximately 87% by VGHL. The remaining 13% of Corvina is owned
jointly by Xxxxx and certain senior executives of the Virgin Group. Gamay
is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Xxx
Xxxxxxx Xxxxxxx, Cougar, Plough, the DB Trusts and the Abacus Trusts. The
principal beneficiaries of the DB Trusts and the Abacus Trusts are Xxx
Xxxxxxx Xxxxxxx and/or certain members of his family.
(3) Each reporting person disclaims beneficial ownership of the shares of
Common Stock reported herein except to the extent of its pecuniary
interest therein and the inclusion of the shares of Common Stock in this
report shall not be deemed an admission of beneficial ownership of all of
the reported shares of Common Stock for purposes of Section 16 or any
other purpose.
