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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on June 30, 2010

Registration No. 333-167532

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

VIRGIN MEDIA INC.*
(Exact name of registrant as specified in its charter)
* And the additional registrants listed below

909 Third Avenue, Suite 2863
New York, New York 10022
(212) 906-8440
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Bryan H. Hall
Secretary and General Counsel
Virgin Media Inc.
909 Third Avenue, Suite 2863
New York, New York 10022
(212) 906-8440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Timothy E. Peterson
Fried, Frank, Harris, Shriver & Jacobson (London) LLP
99 City Road
London, EC1Y 1AX
United Kingdom
Tel: +44 (0) 20 7972 9600

           Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after this registration statement becomes effective.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

           The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF ADDITIONAL REGISTRANTS

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        The Primary Standard Industrial Classification Code Number for each additional registrant is 4813.

        The address, including zip code, and telephone number, including area code, of the principal executive offices of each additional registrant (other than Future Entertainment S.à r.l.) is 160 Great Portland Street, London, W1W 5QA, England; Tel: +44 (0) 1256 752000.

        The address, including zip code, and telephone number, including area code, of the principal executive offices of Future Entertainment S.à r.l. is Media Center Betzdorf, 11 rue Pierre Werner, L-6832 Betzdorf, Luxembourg; Tel: +352 27178 425.

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The information in this prospectus is not complete and may be changed. We may not complete the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 30, 2010

Preliminary Prospectus

Virgin Media Secured Finance PLC

Exchange Offer for
$1,000,000,000 6.50% Senior Secured Notes due 2018
£875,000,000 7.00% Senior Secured Notes due 2018

        We are offering to exchange any and all of our outstanding $1,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes due 2018 and £875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due 2018, or the "outstanding notes," for a like amount of our new 6.50% Senior Secured Notes due 2018 and 7.00% Senior Secured Notes due 2018, respectively, or the "exchange notes," which have been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act. The exchange notes have substantially the same terms as the outstanding notes, except that the transfer restrictions and registration rights applicable to the outstanding notes will not apply to the exchange notes. The exchange notes will be issued under the same indenture as the outstanding notes.

        The exchange notes will be issued by Virgin Media Secured Finance PLC and fully and unconditionally guaranteed on a senior basis by Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited and most of its subsidiaries, and certain other companies which are subsidiaries of Virgin Media Inc. but not of Virgin Media Investment Holdings Limited.

        The principal features of the exchange offer are as follows:

•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

The exchange offer expires at 5:00 p.m., New York City time, on            , 2010, unless extended.



•

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.



•

We will not receive any proceeds from the exchange offer.

        All untendered outstanding notes will continue to be subject to the transfer restrictions set forth in the outstanding notes and in the related indenture.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. See "Plan of Distribution."

        See "Risk Factors" beginning on page 14 for a discussion of certain risks that you should consider before you decide to participate in the exchange offer.

        We will make an application to list the exchange notes on the Official List of the Luxembourg Stock Exchange and for the admission of the exchange notes to trading on the Euro MTF market of the Luxembourg Stock Exchange.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                                    , 2010.

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        This prospectus incorporates important business and financial information about the company that is not included in or delivered with the prospectus. This information is available without charge to note holders upon written or oral request to Virgin Media Inc., 909 Third Avenue, Suite 2863, New York, New York 10022, United States (Attention: Investor Relations), telephone: +1 (212) 906-8440 or +44 (0) 2072 995479. To obtain timely delivery, note holders must request the information no later than five business days before the expiration date of the exchange offer.

        You should read this prospectus together with the documents incorporated by reference herein. See "Where You Can Find More Information."

        You should rely only on the information contained in or incorporated by reference into this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

        If you are our affiliate or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the staff of the Securities and Exchange Commission, or the SEC, and you must

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comply with the registration requirements of the Securities Act in connection with any resale transaction.

        The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction. We are not making an offer to sell, or a solicitation of an offer to purchase, the exchange notes in any jurisdiction where the offer, sale or solicitation is not permitted.

        In any European Economic Area Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

        This document has been prepared on the basis that the exchange offer in any Member State of the European Economic Area which has implemented the Prospectus Directive will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Member State, from the requirement to produce a prospectus within the meaning of the Prospectus Directive.

        References to the "company," the "group," "Virgin Media," "we," "us" and "our" and all similar references are to Virgin Media Inc. and all of its consolidated subsidiaries, unless otherwise stated or the context otherwise requires.

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Currency Presentation and Exchange Rate Information

        In this prospectus: (i) £, sterling, or pound sterling refer to the lawful currency of the United Kingdom; (ii) $, dollar or U.S. dollar refer to the lawful currency of the United States; and (iii) € or euro refer to the lawful currency of participating member states of the European Union.

        The following table sets forth, for the periods indicated, certain information regarding the noon buying rate in New York City for cable transfers in pound sterling as certified for customs purposes by the Federal Reserve Bank of New York, expressed in U.S. dollars per pound sterling. The rates below may differ from the actual rates used in the preparation of our consolidated financial statements and other financial information appearing in this prospectus. Our inclusion of the exchange rates is not meant to suggest that the pound sterling amounts actually represent such U.S. dollar amounts or that such amounts could have been converted into U.S. dollars at any particular rate, if at all.

        On June 25, 2010, the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York was $1.4985 per £1.00.

Where You Can Find More Information

        Virgin Media Inc. is subject to the information and reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance with the Exchange Act, it files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that Virgin Media Inc. files at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may inspect such filings on the internet website maintained by the SEC at www.sec.gov. You may also consult reports and other information about us that we file pursuant to the rules of the London Stock Exchange.

Documents Incorporated by Reference

        We are incorporating by reference certain documents that we file with the SEC. This means that we can disclose important business, financial and other information to you by referring you to other

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documents separately filed with the SEC. The information in the documents incorporated by reference is considered to be part of this prospectus. Information in documents that we file with the SEC after the date of this prospectus and that are incorporated or deemed to be incorporated by reference into this prospectus will automatically update and, where applicable, supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings Virgin Media Inc. may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement or prior to the termination of this offering.

        We are not incorporating by reference any documents or information deemed to have been furnished and not filed in accordance with SEC rules.

        You may request a copy of the information incorporated in this prospectus by reference, at no cost, by writing or telephoning Virgin Media's office of Investor Relations:

Virgin Media Inc.
909 Third Avenue, Suite 2863
New York, New York 10022
United States
Attention: Investor Relations
Telephone: +1 (212) 906-8440 or +44 (0) 2072 995479

For general inquiries concerning us please call:
+1 (212) 906-8440

        To obtain timely delivery of any copies of filings requested, please write or call us no later than five business days before the expiration date of the exchange offer.

        You may also obtain a copy of these filings from our website at www.virginmedia.com. The investor relations section of our website can be accessed under the heading "About Virgin Media—Investors Information." The information on our website or any other website referenced in this prospectus is not intended to be incorporated by reference and should not be considered a part of this prospectus.

        You should rely only upon the information provided in this prospectus or incorporated by reference herein. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other than that on the front cover of the document.

Forward-Looking Statements

        Various statements contained in this document or incorporated by reference herein constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates,"

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"projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors, among others, include:

•

the ability to compete with a range of other communications and content providers;



•

the effect of technological changes on our businesses;



•

the ability to maintain and upgrade our networks in a cost-effective and timely manner;



•

possible losses of revenues or customers due to systems failures;



•

the ability to control unauthorized access to our network;



•

our reliance on third-party suppliers and contractors to provide necessary hardware, software or operational support;



•

the continued right to use the Virgin name and logo;



•

the ability to manage customer churn;



•

general economic conditions;



•

the ability to provide attractive programming at a reasonable cost;



•

the ability to implement our restructuring plan successfully and realize the anticipated benefits;



•

currency and interest rate fluctuations;



•

the ability to fund debt service obligations and refinance our debt obligations;



•

the ability to obtain additional financing in the future; and



•

the ability to comply with restrictive covenants in our indebtedness agreements.

        These and other factors are discussed in more detail under "Risk Factors" and elsewhere in this prospectus and under Item 1A "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 26, 2010. That report is incorporated by reference in this prospectus. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

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Summary

        This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before participating in the exchange offer. You should read this entire prospectus and the documents incorporated by reference herein carefully, including the section entitled "Risk Factors," and the financial statements and related notes to those financial statements, before making a decision on whether to tender your outstanding notes in the exchange offer. In this prospectus, references to the "issuer" are to Virgin Media Secured Finance PLC; references to the "guarantors" are to the guarantors in respect of the exchange notes, which are listed beginning on page 154 of this prospectus; and references to the "company," the "group," "Virgin Media," "we," "us" and "our," and all similar references, are to Virgin Media Inc. and all of its consolidated subsidiaries, unless otherwise stated or the context otherwise requires.

Our Company

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. We are also one of the U.K.'s largest mobile virtual network operators by number of customers, providing mobile telephone service to prepay and contract mobile customers over third party networks.

        In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl:Telewest Business). We also provide programming through Virgin Media Television, or Virgin Media TV, and through UKTV, our joint ventures with BBC Worldwide.

        Our operating segments are as follows:

•

Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.



•

Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.



•

Content:  Our Content segment currently includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide.

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        Our revenue by segment for the three months ended March 31, 2010 and 2009 and the years ended December 31, 2009, 2008 and 2007 was as follows (in millions):

Recent Developments

New Senior Credit Facility

        On March 16, 2010, Virgin Media Inc. and certain of its subsidiaries entered into a new senior facilities agreement, including a term loan A facility in an aggregate principal amount of £1.0 billion and a revolving credit facility in an aggregate principal amount of £250 million. On April 12, 2010, a term loan B facility in an aggregate principal amount of £675 million was added to the senior facilities agreement. On April 19, 2010, the term loan A facility and the term loan B facility were drawn down in full and all amounts outstanding under our previous senior facilities agreement, dated March 3, 2006, were repaid in full. See "Description of Other Debt—Senior Credit Facility."

        On May 12, 2010, we redeemed the full outstanding principal amount of our senior notes due 2014. See "Description of Other Debt—Existing Senior Notes."

Disposal of Virgin Media TV

        On June 4, 2010, we entered into a sale and purchase agreement with British Sky Broadcasting Limited, or BSkyB, pursuant to which we have agreed to sell Virgin Media TV to BSkyB. The transaction is subject to certain regulatory approvals. The total consideration for the sale of Virgin Media TV is £160 million in cash, with £105 million payable at closing. A further amount of up to £55 million is conditional upon certain regulatory approvals. On June 4, 2010, we also entered into a number of agreements providing for the carriage by us of certain of BSkyB's standard and high-definition channels.

        Virgin Media Secured Finance PLC is a public limited company organized under the laws of England and Wales which was incorporated on December 18, 2009. Virgin Media Inc. is a Delaware corporation. Our group's principal executive offices are located at 909 Third Avenue, Suite 2863, New York, New York 10022, and our telephone number at that address is +1 (212) 906-8440. Our website is located at www.virginmedia.com. The information on our website is not part of this prospectus.

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Corporate Structure Chart

        The following diagram sets forth our simplified corporate structure following the offering of the outstanding notes. This is a condensed chart and it does not show all of our operating and holding companies.

(1)

Virgin Media Inc. will provide a full and unconditional unsecured guarantee of the exchange notes on a senior basis. The senior guarantee will be effectively subordinated to any future secured indebtedness of Virgin Media Inc. to the extent of the value of the assets securing such secured indebtedness. Virgin Media Inc. has no significant assets of its own other than

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investments in its subsidiaries. Virgin Media Inc. is not subject to the restrictive covenants under the indenture governing the exchange notes.

(2)

Virgin Media Inc. is the issuer of our 6.50% U.S. dollar convertible senior notes due 2016.

(3)

The entities which we refer to as the intermediate holding companies are Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited. These entities are guarantors (on a senior basis) of our existing senior notes due 2016 and 2019, but will not guarantee the exchange notes offered hereby nor be subject to the covenants under the indenture governing the exchange notes.

(4)

Virgin Media Finance PLC is a holding company with no significant assets of its own other than its investments in its subsidiary. Virgin Media Finance PLC is the issuer of our existing senior notes due 2016 and 2019 and a guarantor (on a senior basis) of our senior credit facility. Virgin Media Finance PLC will guarantee the exchange notes offered hereby on a senior basis but is not subject to the covenants under the indenture governing the exchange notes. Virgin Media Finance PLC has granted liens over substantially all of its assets for the benefit of the holders of the exchange notes offered hereby and our senior credit facility. See "Description of the Exchange Notes—Security for the Notes."

(5)

The existing senior notes comprise 9.125% U.S. dollar senior notes due 2016, 9.50% U.S. dollar senior notes due 2016, 9.50% euro senior notes due 2016, 8.375% U.S. dollar senior notes due 2019 and 8.875% sterling senior notes due 2019 and are senior unsecured obligations of Virgin Media Finance PLC. The existing senior notes benefit from senior subordinated unsecured guarantees of Virgin Media Investment Holdings Limited, or VMIH, and Virgin Media Investments Limited and are guaranteed on a senior unsecured basis by Virgin Media Inc. and the intermediate holding companies.

(6)

Our senior credit facility has the benefit of full and unconditional senior secured guarantees granted by VMIH and most of its subsidiaries, and certain other companies which are subsidiaries of Virgin Media Inc. but not of VMIH. The facility is secured by liens over substantially all of their assets, in addition to a full and unconditional senior secured guarantee from Virgin Media Finance PLC, secured by liens over substantially all of its assets. The relationship between our senior credit facility and the exchange notes will be governed by the group intercreditor deed. See "Description of Other Debt—Senior Credit Facility" and "Description of the Intercreditor Deeds—Group Intercreditor Deed."

(7)

The exchange notes offered hereby will have the benefit of full and unconditional senior secured guarantees granted by VMIH and most of its subsidiaries, and certain other companies which are subsidiaries of Virgin Media Inc. but not of VMIH. The exchange notes will be secured over the same assets that secure our senior credit facility and will share in any enforcement proceeds on a pari passu basis, subject to certain exceptions. See "Description of the Exchange Notes—Security for the Notes—Limitations on the Collateral." The guarantees will be senior secured obligations of these entities, ranking equally in right of payment with all of their existing and future senior indebtedness. Each of these entities is subject to the restrictive covenants under the indenture governing the exchange notes. See "Description of the Exchange Notes—Note Guarantees" and "Description of the Intercreditor Deeds—Group Intercreditor Deed."

(8)

Virgin Media Secured Finance PLC is a finance subsidiary with no significant assets of its own other than its intercompany loan to VMIH advancing the proceeds of the notes.

(9)

The exchange notes offered hereby will be senior secured obligations of Virgin Media Secured Finance PLC, and will benefit from security and guarantees which will be substantially similar to the security and guarantees granted in respect of our senior credit facility. See "Description of the Exchange Notes—Note Guarantees" and "Description of the Exchange Notes—Security for the Notes."

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Summary of the Exchange Offer

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Summary of the Exchange Notes

        The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will be issued in a transaction registered under the Securities Act, and the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. We refer to the outstanding notes and the exchange notes collectively as the "notes."

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Risk Factors

        An investment in the exchange notes involves a high degree of risk. You should carefully consider the information set forth under "Risk Factors" beginning on page 14 and all of the information included in, or incorporated by reference into, this prospectus before deciding to tender your outstanding notes in the exchange offer.

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Summary Consolidated Financial Data

        The following tables summarize our consolidated financial data for the periods presented. The summary consolidated financial data as of December 31, 2009 and 2008 and for each of the years ended December 31, 2009, 2008, and 2007 are derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 The summary consolidated financial data as of March 31, 2010 and for the three months ended March 31, 2010 and 2009 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2010. Our unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of our financial position, results of operations and cash flows. The financial results for the three months ended March 31, 2010 are not necessarily indicative of results for the full year ending December 31, 2010. Our financial statements are prepared in accordance with generally accepted accounting principles in the United States. The reporting currency of our financial statements is U.K. pounds sterling. See "Currency Presentation and Exchange Rate Information." You should read the following financial information together with the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes to those consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2010, which is incorporated by reference into this prospectus.

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Risk Factors

        An investment in the exchange notes involves a high degree of risk. You should carefully consider the risks described below before deciding to exchange your outstanding notes for exchange notes. In assessing these risks, you should also refer to the other information included in, or incorporated by reference into, this prospectus, including the financial statements and related notes incorporated by reference. We also incorporate by reference the risk factors listed under Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 26, 2010. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that are not currently known to us or that we currently consider immaterial could also impair our business, financial condition, results of operations and our ability to make payments on the exchange notes. Various statements in this prospectus, including the following risk factors, constitute forward-looking statements.

Risks relating to the exchange notes and our capital structure

Our current leverage is substantial, which may have an adverse effect on our available cash flow, our ability to obtain additional financing if necessary in the future, our flexibility in reacting to competitive and technological changes and our operations.

        We had consolidated total long term debt, including current portion, of £6,146.9 million as of March 31, 2010. This high degree of leverage could have important consequences, including the following:

•

a substantial portion of our cash flow from operations will have to be dedicated to the payment of interest and principal on existing indebtedness, thereby reducing the funds available for other purposes;



•

our ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes may be impaired;



•

our flexibility in reacting to competitive technological and other changes may be limited;



•

our substantial degree of leverage could make us more vulnerable in the event of a downturn in general economic conditions or adverse developments in our business; and



•

we are exposed to risks inherent in interest rate and foreign exchange rate fluctuations.

Most of our debt becomes due prior to the repayment at final maturity of the notes offered hereby. We may not be able to repay such debt when it becomes due and, to the extent we cannot repay such debt, we may not be able to refinance these debt obligations or may be able to refinance only on terms that will increase our cost of borrowing.

        Most of our long term debt, including the amounts outstanding under our senior credit facility, our convertible senior notes due 2016 and our existing senior notes due 2016, is scheduled to come due prior to the stated maturity of the notes offered hereby. We also have significant amounts due under other instruments, including our existing senior notes due 2019 which, while not maturing before the notes, may require refinancing at the same time as, or before, the maturity of the notes or any refinancing of the notes.

        While we expect to be able to repay a portion of our debt obligations through cash flow from operations, we may not be able to repay or refinance all outstanding amounts as or before they become due, or may be able to refinance such amounts only on terms that will increase our cost of borrowing or on terms that may be more onerous. Our ability to implement any future refinancing successfully will also depend on a variety of factors, many of which may be beyond our control, such as then

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prevailing conditions in the debt markets, including the availability of sufficient bank debt to meet our needs. We may also need to raise additional capital by doing one or more of the following:

•

raising additional debt other than senior bank debt, such as secured or unsecured high yield debt, on terms that may increase our cost of borrowing or result in more onerous terms;



•

selling or disposing of some of our assets, possibly on unfavorable terms; or



•

issuing equity or equity related instruments that will dilute the equity ownership interest of existing stockholders.

        We cannot assure you that any of, or any combination of, the above actions would be available or sufficient to fund our debt obligations, that we will be able to refinance our debt obligations as or before they come due, or that we will be able to obtain additional financing on favorable terms or at all, should the need arise.

The issuer is a finance company and some of the guarantors are holding companies, or finance companies, and are dependent upon cash flow from group subsidiaries to meet their obligations.

        Each of the issuer, Virgin Media Finance PLC, Virgin Media Investments Limited, VMIH, Virgin Media Inc. and certain other guarantors has no revenue-generating operations of its own. To make payment on the exchange notes or the respective guarantees, as applicable, each will depend on cash flows received from its subsidiaries and payments under intercompany loans, including convertible unsecured loan stock.

        The terms of our senior credit facility and other indebtedness limit the payment of dividends, loan repayments and other distributions to or from these companies under many circumstances. Various agreements governing our debt may restrict and, in some cases, may also prohibit the ability of these subsidiaries to move cash within their restricted group. Applicable tax laws may also subject such payments to further taxation.

        Applicable law may also limit the amounts that some of our subsidiaries will be permitted to pay as dividends or distributions on their equity interests, or even prevent such payments.

        The inability to transfer cash among entities within their respective consolidated groups may mean that even though the entities, in aggregate, may have sufficient resources to meet their obligations, they may not be permitted to make the necessary transfers from one entity in their restricted group to another entity in their restricted group in order to make payments to the entity owing the obligations.

The value of the security securing our senior secured indebtedness, including the exchange notes, may not be sufficient to satisfy our obligations under the exchange notes.

        No appraisal of the value of the security securing the exchange notes has been made in connection with this offering, and the fair market value of the security is subject to fluctuations based on factors that include, among others, general economic conditions and similar factors. The amount to be received upon a sale of the security would be dependent on numerous factors, including, but not limited to, the actual fair market value of the security at such time, the timing and the manner of the sale and the availability of buyers. By its nature, portions of the security may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the security may not be sold in a timely or orderly manner. The proceeds from any sale or liquidation of the security will generally be used to repay all senior secured indebtedness, including the outstanding amounts under our senior credit facility, on a pro rata basis, and may not be sufficient to pay our obligations under the exchange notes.

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The security is subject to casualty risks.

        Some of the security is either uninsurable or not economically insurable, in whole or in part. Consequently, we may not be fully compensated by insurance proceeds for any losses we may suffer. If there is a complete or partial loss of any of the pledged security, our insurance proceeds may not be sufficient to satisfy the secured obligations, including our senior credit facility and the exchange notes.

Even though the exchange notes will be secured over substantially the same assets that secure our senior credit facility and will share in any enforcement proceeds on a pari passu basis, most actions with respect to the security will be controlled by the lenders under our senior credit facility.

        The rights of holders of the exchange notes with respect to the security will be subject to our group intercreditor deed. Under the group intercreditor deed, any enforcement actions that may be taken with respect to the security will be controlled by the security trustee. The security trustee is required to take enforcement action upon receiving instructions from an instructing group of lenders under our senior credit facility, including designated refinancing thereof, until such time as the aggregate amount outstanding under our senior credit facility or the designated refinancing has fallen below £1.0 billion and has represented less than 60% of the aggregate outstanding principal amount of all our senior liabilities for 60 consecutive days. Thereafter, the security trustee would be required to take enforcement action upon receiving instructions from the holders of a majority of the aggregate outstanding principal amount of all our liabilities that qualify as senior liabilities under our group intercreditor deed. As a result, in the event of a default, we anticipate that actions relating to enforcement of the security will be controlled by our senior lenders.

        Our senior credit facility and the indenture governing the exchange notes permit us to issue additional series of notes or other indebtedness that will also share in the security. Accordingly, if we issue additional senior secured indebtedness in the future in a greater principal amount than the notes, then the notes may not represent a majority of the aggregate outstanding principal amount of all our liabilities that qualify as senior liabilities under our group intercreditor deed, and the holders of the additional senior secured indebtedness may acquire the right to direct the security trustee to take enforcement action ahead of the holders of the exchange notes.

Holders of the exchange notes and guarantees will share all security equally and ratably with the lenders under our senior credit facility and certain additional secured indebtedness permitted under the indenture to be incurred in the future. If there is a default, the value of that security may not be sufficient to repay the holders of the exchange notes and guarantees and the lenders under such indebtedness.

        The exchange notes and guarantees will be secured equally and ratably with the lenders under our senior credit facility and additional secured indebtedness permitted under the indenture to be incurred in the future, subject to compliance with covenants in our outstanding debt agreements. The indenture permits the incurrence of additional secured indebtedness, including additional notes, which would share the security equally and ratably with the exchange notes. As a result, if there is a default, the remaining security may not be sufficient to repay the holders of the exchange notes and guarantees and the lenders under any such additional secured indebtedness.

There are circumstances other than repayment or discharge of the exchange notes under which the guarantees will be released automatically, without your consent.

        The indenture governing the exchange notes provides that each guarantee by a guarantor will be automatically and unconditionally released and discharged, and each guarantor and its obligations under such guarantee, the indenture, the security documents and our intercreditor deeds will be released and discharged in circumstances including the sale, exchange, transfer or disposition of a guarantor (resulting in the guarantor no longer being a restricted subsidiary) or all or substantially all

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of the assets of a guarantor, or the release or discharge of the guarantee given by that guarantor under our senior credit facility. As a result of these and other provisions in the guarantees, you may not be able to recover any amounts from the guarantors under the guarantees in the event of a default on the exchange notes and certain of the guarantees may be released without any recovery being available.

There are circumstances other than repayment or discharge of the exchange notes under which the security will be released, without your consent.

        The security for the benefit of the exchange notes may be released under various circumstances, including upon a sale or other disposal permitted by the terms of the indenture, upon a release of such security under our senior credit facility or upon any release in connection with a foreclosure or exercise of remedies with respect to that security by the security trustee pursuant to the terms of our group intercreditor deed acting at the direction of the relevant instructing party thereunder. Even though holders of the exchange notes share in the security ratably with the lenders under our senior credit facility, the security trustee, acting at the direction of those lenders, will generally control actions with respect to the security, including releases, whether or not holders of the exchange notes agree or disagree with those actions. See "—Even though the exchange notes will be secured over the same assets that secure our senior credit facility and will share in any enforcement proceeds on a pari passu basis, most actions with respect to the security will be controlled by the lenders under our senior credit facility." In addition, in connection with any additional secured indebtedness that can be incurred, the security may be released and retaken which may lead to renewed hardening periods in various jurisdictions and may limit your recovery in an enforcement proceeding.

Pledges of shares and other securities may be limited in amount with respect to the exchange notes.

        The exchange notes are secured by a pledge of the shares and other securities of a number of Virgin Media group companies. Under the SEC regulations in effect as of the issue date of the exchange notes, if the par value, book value as carried by us, or market value (whichever is greatest) of the capital stock, other securities or similar items of a subsidiary pledged as part of the security is greater than or equal to 20% of the aggregate principal amount of the outstanding notes and the exchange notes then outstanding, we would be required to provide separate financial statements of such group company to the SEC. Therefore, all liens on capital stock and other securities issued by any Virgin Media group company, other than the liens on the capital stock and securities of VMIH and Virgin Media Investments Limited, will be limited to the extent that such liens would result in Rule 3-16 of Regulation S-X under the Securities Act requiring the financial statements of that group company to be filed with the SEC, but only to the extent necessary to not be subject to this requirement and only for so long as this requirement is in existence. As a result, holders of the exchange notes could lose a portion or all of their security interest in the capital stock or other securities of those group companies during that period. It may be more difficult, costly and time-consuming for the security trustee to foreclose on the assets of a group company than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such group company. Moreover, our senior credit facility does not contain the exception described above and will therefore remain secured on a first priority basis by pledges of capital stock that, due to this exception, are excluded from the collateral securing the exchange notes. Accordingly, there may be capital stock of our subsidiaries that will secure our obligations under our senior credit facility but not our obligations under the indenture.

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Your rights in the security may be adversely affected by the failure to perfect certain security interests in the future.

        Applicable law requires that certain property and rights acquired after the grant of a general security interest can only be perfected at the time such property and rights are acquired and identified. The trustee or the security trustee may not monitor, or we may not inform the trustee or the security trustee of, the future acquisition of property and rights that constitute security, and necessary action may not be taken to properly perfect such after-acquired security interest. The trustee for the exchange notes has no obligation to monitor the acquisition of additional property or rights that constitute security or the perfection of any security interest in favor of the guarantees of the exchange notes against third parties. Such failure may result in the loss of the security interest therein or the priority of the security interest in favor of the exchange notes against third parties.

Certain assets are excluded from the security.

        Certain assets are excluded from the security for the benefit of the exchange notes, including:

•

any capital stock or other securities of any of our subsidiaries, other than VMIH and Virgin Media Investments Limited, to the extent that and for so long as the pledge of that capital stock or other securities results in such subsidiary being subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC;



•

any security for purchase money indebtedness or capitalized lease obligations;



•

any assets secured pursuant to certain liens permitted under the indenture governing the exchange notes;



•

interests in certain excluded subsidiaries, non-recourse special purpose vehicles and joint ventures; and



•

any assets that are expressly excluded from the collateral securing our senior credit facility or any other indebtedness ranking pari passu with the exchange notes and our senior credit facility which is outstanding from time to time.

If an event of default occurs and the exchange notes are accelerated, the exchange notes will rank equally with all of our other unsubordinated and unsecured indebtedness and other liabilities with respect to such excluded assets. As a result, if the value of the security granted in respect of the exchange notes and the guarantees is less than the value of the claims of the holders of the exchange notes, no assurance can be provided that the holders of the exchange notes would receive any substantial recovery from the excluded assets.

Although the senior subordinated guarantees of our existing senior notes are subordinated to the exchange notes through the high yield intercreditor deed, certain critical decisions under that deed will be controlled by the lenders under our senior credit facility.

        Our existing senior notes benefit from senior subordinated guarantees from VMIH and Virgin Media Investments Limited, which are subordinated to the senior liabilities of those entities pursuant to the high yield intercreditor deed. The exchange notes will be designated as senior liabilities under that deed. However, certain of the rights attached to senior liabilities, including delivering a blockage notice to the trustee for the existing senior notes, are exercisable by an instructing group constituted under the group intercreditor deed. This will consist of lenders under our senior credit facility, including designated refinancing thereof, until such time as the aggregate amount outstanding under our senior credit facility or the designated refinancing has fallen below £1.0 billion and has represented less than 60% of the aggregate outstanding principal amount of all our senior liabilities for 60 consecutive days.

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Thereafter, the instructing group shall consist of the holders of a majority of the aggregate outstanding principal amount of all our liabilities that qualify as senior liabilities under our group intercreditor deed. As a result, in the event of a default, we anticipate that actions relating to payment blockages and other actions under the high yield intercreditor deed will be controlled by our senior lenders.

Covenants in the agreements governing our outstanding and any future indebtedness could adversely affect us and increase your credit risk.

        The agreements governing our indebtedness (including the indenture governing the exchange notes) contain (or will contain) various covenants and restrictions that limit (or will limit) our ability and/or our subsidiaries' ability to, among other things:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;



•

make investments;



•

sell assets, including the capital stock of subsidiaries;



•

enter into sale and leaseback transactions and certain vendor financing arrangements;



•

create liens;



•

enter into agreements that restrict some of our subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;



•

merge or consolidate or transfer all or substantially all of our assets; and



•

enter into transactions with affiliates.

        For example, we have the ability to make dividends, distributions, stock and subordinated debt repurchases and investments in an amount, as of March 31, 2010, in excess of £3.1 billion under each of the two indentures governing our existing senior notes due 2016 and the indenture governing our existing senior notes due 2019, in addition to other applicable exceptions from the general restrictions under such indentures. The capacity for making restricted payments is substantially similar under both indentures governing our existing senior notes due 2016 and the indenture governing our existing notes due 2019 and has been reproduced in the indenture governing the exchange notes offered hereby.

        These restrictions could materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities that may be in our best interests. We may also incur other indebtedness in the future that may contain financial or other covenants more restrictive than those applicable under our current indebtedness. We cannot assure you that we will be able to remain in compliance with these covenants in the future, and, if we fail to do so, that we will be able to obtain waivers from the appropriate parties and/or amend the covenants.

Many of the covenants in the indenture will be suspended for as long as the exchange notes are rated investment grade by any two of Fitch, Moody's or Standard & Poor's.

        Many of the covenants in the indenture governing the exchange notes will be suspended during any time that the exchange notes are rated investment grade by any two of Fitch, Moody's or Standard & Poor's, provided that at such time no default or event of default under the indenture governing the exchange notes has occurred and is continuing. Any covenants that cease to apply to us as a result of achieving these ratings will be reinstated if less than two of Fitch, Moody's or Standard & Poor's maintains an investment grade rating on the exchange notes. During any period in which these covenants are suspended, we may engage in certain transactions that would not be permitted if these

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covenants had been in effect. If the covenants are later reinstated, the actions taken while the covenants were suspended will not result in an event of default under the indenture even if they would constitute an event of default at the time the covenants are reinstated. Accordingly, if these covenants are suspended, holders of the exchange notes will have less credit protection than at the time the exchange notes are issued. See "Description of the Exchange Notes—Certain Covenants—Covenant Suspension."

Insolvency laws and other limitations on the guarantees and security may adversely affect their validity and enforceability.

        The issuer's obligations under the exchange notes will be guaranteed and secured by certain assets of the issuer and the guarantors. The guarantors are organized in various jurisdictions in Europe and the United States. The issuer and a number of the guarantors are incorporated under the laws of England and Wales, Scotland, Jersey and Luxembourg and insolvency proceedings with respect to each of these companies could be required to proceed under the laws of the jurisdiction in which its "centre of main interests," as defined in the relevant European Union regulation, is situated at the time insolvency proceedings are commenced. Although there is a rebuttable presumption that the "centre of main interests" will be in the jurisdiction of incorporation, this presumption is not conclusive.

        Although laws differ among jurisdictions, in general, applicable insolvency laws in such jurisdictions and limitations on the enforceability of judgments obtained in New York courts would limit the enforceability of judgments against the issuer and the guarantors on the exchange notes and the guarantees. The following discussion of insolvency law, although an overview, describes generally applicable terms and principles, which are defined under the relevant jurisdictions' insolvency statutes.

        In an insolvency proceeding, it is possible that creditors of the guarantors or appointed insolvency administrator may challenge the guarantees and security, and intercompany obligations generally, as fraudulent transfers or conveyances or on other grounds. If so, such laws may permit a court, if it makes certain findings, to:

•

avoid or invalidate all or a portion of a guarantor's obligations under its guarantee or the security provided by such guarantor;



•

direct that holders of the exchange notes return any amounts paid under a guarantee or any security document to the relevant guarantor or to a fund for the benefit of the guarantor's creditors; and



•

take other action that is detrimental to holders of our exchange notes.

        We cannot assure you which standard a court would apply in determining whether a guarantor was "insolvent" as of the date the guarantees were issued or security was created or that, regardless of the method of valuation, a court would not determine that a guarantor was insolvent on that date, or that a court would not determine, regardless of whether or not a guarantor was insolvent on the date its guarantee was issued or security was created, that payments to holders of the exchange notes constituted fraudulent transfers on other grounds.

        Furthermore, under English insolvency law, some of our subsidiaries' debts may be entitled to priority, including amounts owed in respect of various U.K. social security contributions, amounts owed in respect of occupational pension schemes, certain amounts owed to employees and liquidation expenses. Similar laws are in effect in Scotland.

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Laws relating to preferences, transactions at an undervalue and corporate benefit may adversely affect the validity and enforceability of payments under the guarantees of the exchange notes by the guarantors.

        The issuer and a significant number of the guarantors are incorporated under the laws of England and Wales. Under English insolvency law, the liquidator or administrator of a company may apply to the court to set aside a transaction entered into by that company within up to two years prior to it entering into relevant insolvency proceedings, if the company was unable to pay its debts, as defined in Section 123 of the U.K. Insolvency Act 1986, at the time of, or becomes unable to pay its debts as a consequence of, that transaction. For example, a transaction might be subject to a challenge if a company received no consideration or consideration of significantly less value than the benefit given by that company. A court generally will not intervene in these circumstances, however, if a company entered into the transaction in good faith for the purpose of carrying on its business and if at the time it did so there were reasonable grounds for believing the transaction would benefit the company. The issuer cannot assure holders of the exchange notes that in the event of insolvency the guarantees and security interests granted by the entities incorporated in England and Wales would not be challenged by a liquidator or administrator or that a court would support our analysis that the guarantees and security interests have been entered into in good faith for the purposes described above. In respect of guarantors which are incorporated in jurisdictions other than England and Wales, there may be similar insolvency laws which could affect the validity and enforceability of the guarantees and security interests granted by such guarantors.

        The board of directors of each of the guarantors incorporated in England and Wales has passed a resolution confirming that the entry into the guarantee and security interests is for the commercial benefit of and in the best interests of the company and would promote the success of the company for the benefit of its members as a whole. We can give no assurance, however, that a court would agree with their conclusions in this regard.

        If a court voided any guarantee or security interest, or any payment thereunder, as a result of a transaction at an undervalue or a preference, or held it unenforceable for any other reason, you would cease to have any claim against the applicable guarantor under its guarantee of the exchange notes or that security interest.

An active trading market may not develop for the exchange notes and the price of the exchange notes may fluctuate.

        We will make an application to list the exchange notes to the Official List of the Luxembourg Stock Exchange and for the admission of the exchange notes to trading on the Euro MTF market of the Luxembourg Stock Exchange, but we cannot assure you that the exchange notes will become or remain listed. The exchange notes will constitute a new issue of securities with no established trading market. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. Accordingly, we cannot assure holders that an active trading market for the exchange notes will develop or, if a market develops, as to the liquidity of the market.

        The liquidity of any market for the exchange notes will depend on the number of holders of the exchange notes, the interest of securities dealers in making a market in the exchange notes and other factors. Accordingly, we cannot assure you as to the development or liquidity of any market for the exchange notes. If an active trading market does not develop, the market price and liquidity of the exchange notes may be adversely affected. If the exchange notes are traded, they may trade at a discount from their initial offering price depending upon prevailing interest rates, the market for similar securities, general economic conditions, our performance and business prospects and certain other factors.

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        Factors including the following may have a significant effect on the market price of the exchange notes:

•

actual or anticipated fluctuations in our operating results, including our ability to generate cash flow from operations;



•

our perceived business prospects;



•

our ability or perceived ability to access capital markets and other sources of financing in the future;



•

general economic conditions, including prevailing interest rates; and



•

the market for similar securities.