Virgin Media Completes $250m and Initiates New $300m Accelerated Stock Repurchase

Virgin Media Inc. (NASDAQ:VMED) (LSE:VMED) today announced it has completed a $250 million capped accelerated stock repurchase programme previously announced on 8 September 2011 and initiated a new $300 million capped accelerated stock repurchase programme, as part of its continuing Capital Return Programme.

This phase of the Capital Return Programme consists of the use of up to £875 million for repurchases of the company’s common stock and up to £225 million for transactions relating to the company’s debt and convertible debt, including related derivative transactions, to the end of 2012. To date, Virgin Media has spent £234 million on this phase, which leaves £641 million of remaining share buybacks authorised.

Under the completed accelerated stock repurchase programme, which was conducted between 8 September 2011 and 8 November 2011, Virgin Media paid $250 million (£156.6 million) to Goldman Sachs from available cash on hand and received 9,088,614 outstanding shares, with 1,029,098 further shares to be delivered today, for a total repurchase of 10,117,712 shares of Virgin Media common stock. The average purchase price per share of common stock was determined to be $24.71. As of 11 November 2011, after giving effect to the cancellation of these shares, the number of shares of common stock issued and outstanding will be 299,978,540.

Virgin Media will now pay $300 million (£188.0 million) to Goldman Sachs from available cash on hand to repurchase more outstanding shares of Virgin Media common stock. Virgin Media expects to receive a substantial majority of these shares on 15 November 2011. The specific number of shares will be based generally on the daily volume-weighted average share price, subject to a cap provision that establishes a minimum number of repurchased shares. The company will receive these shares at a discount to the average daily volume-weighted average share price of Virgin Media’s common stock during the repurchase period. The minimum share number will depend upon the daily volume-weighted average share price of Virgin Media’s common stock during an agreed initial period, subject to extension or reduction as permitted under this accelerated stock repurchase programme. Final settlement is scheduled to occur on 22 February 2012, although the actual completion date may, within certain limits, be accelerated at the discretion of Goldman Sachs or, under certain circumstances, extended. At settlement, under certain circumstances, Virgin Media may be entitled to receive additional shares of Virgin Media common stock from Goldman Sachs, or, under certain limited circumstances, Virgin Media may be required to deliver shares or make a cash payment (at its option) to Goldman Sachs. Goldman Sachs is expected to purchase Virgin Media common stock in the open market on its own behalf. All the repurchased shares delivered to Virgin Media will be held in treasury or cancelled.