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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187100

JOINT PROXY STATEMENT/PROSPECTUS

Dear Stockholders:

We are pleased to report that Liberty Global, Inc. and Virgin Media Inc. have entered into an agreement and plan of merger, as amended, referred to as the merger agreement, providing for the combination of Liberty Global and Virgin Media under a new parent company called Liberty Global Corporation Limited (which will be re-registered as a U.K. public limited company and renamed Liberty Global plc prior to the completion of the mergers), referred to as New Liberty Global. Before the mergers can be completed, the stockholders of Liberty Global must vote to approve the issuance of New Liberty Global ordinary shares to stockholders of Liberty Global and Virgin Media on the terms and conditions set out in the merger agreement and the stockholders of both Liberty Global and Virgin Media must vote to adopt the merger agreement. New Liberty Global, Liberty Global and Virgin Media are sending you this joint proxy statement/prospectus to ask you to vote in favor of these matters.

The merger agreement provides that Liberty Global and Virgin Media will become wholly owned subsidiaries of New Liberty Global through a series of mergers involving wholly owned subsidiaries of Liberty Global. In the mergers:

The ordinary shares of New Liberty Global will trade on the NASDAQ Global Select Market.

Assuming that the mergers had been completed as of December 31, 2012 and, in the case of the shares to be issued to Virgin Media stockholders, that all of the $1 billion principal amount of the 6.50% convertible senior notes due 2016 of Virgin Media were converted into the per share merger consideration to be received by Virgin Media stockholders:

Based on the foregoing assumptions and the closing prices of series A Liberty Global common stock and series C Liberty Global common stock on April 29, 2013, the total value of the cash and stock consideration to be received by Virgin Media stockholders would have been approximately $16.04 billion, including approximately $5.66 billion of cash consideration. Additionally, assuming, among other matters, the conversion of all of the aforementioned convertible senior notes of Virgin Media, and assuming that the financing transactions related to the mergers had occurred on December 31, 2012, the carrying value of the indebtedness of the combined companies would have increased by $2.94 billion to $40.06 billion.

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Liberty Global will hold a special meeting of its stockholders on June 3, 2013 at the time and place indicated in the enclosed notice of special meeting to Liberty Global stockholders to consider and vote on the issuance of the New Liberty Global shares and the adoption of the merger agreement. Virgin Media will hold a special meeting of its stockholders on June 4, 2013 at the time and place indicated in the enclosed notice of special meeting to Virgin Media stockholders to consider and vote on the adoption of the merger agreement. The mergers are conditioned upon, among other things, the approval of the issuance of the New Liberty Global shares by the Liberty Global stockholders and the adoption of the merger agreement by the stockholders of both Liberty Global and Virgin Media.

Based upon the facts available to Liberty Global and its current projections as of the date hereof, Liberty Global believes that, as structured, the exchange of Liberty Global common stock for New Liberty Global ordinary shares pursuant to the mergers involving Liberty Global may not be taxable to U.S. stockholders of Liberty Global for U.S. federal income tax purposes. However, the ultimate tax treatment of such share exchange is not certain and is dependent upon the facts and circumstances at the closing date of the mergers. These facts and circumstances are difficult to predict and are outside of the control of Liberty Global. As a result, in deciding whether to vote to adopt the merger agreement, Liberty Global stockholders should consider the possibility that the exchange of Liberty Global common stock for New Liberty Global ordinary shares will be a fully taxable transaction to Liberty Global stockholders for U.S. federal income tax purposes. After the Liberty Global special meeting is held, Liberty Global stockholders will not be entitled to change their vote or vote again in the event that it is subsequently determined that the share exchange will be a fully taxable transaction for U.S. federal income tax purposes.

The receipt by a holder of Liberty Global common stock who is resident or (in the case of an individual, and if relevant) ordinarily resident in the U.K. of New Liberty Global ordinary shares pursuant to the mergers involving Liberty Global will constitute a disposal or part disposal of Liberty Global common stock if or to the extent that it does not qualify for “rollover” treatment. Such disposal or part disposal may, depending on the particular circumstances of that stockholder, give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax or U.K. corporation tax on chargeable gains. Liberty Global expects such receipt of New Liberty Global ordinary shares to be treated, at least in part, as a “reorganisation” for the purposes of U.K. capital gains tax and U.K. corporation tax on chargeable gains such that “rollover” treatment is available to a holder of Liberty Global common stock to the extent described in this paragraph. In particular, Liberty Global expects “rollover” treatment to be available to such a stockholder (subject to certain anti-avoidance provisions) in respect of a proportion of the New Liberty Global ordinary shares of each relevant class received that is equal to the proportion that the aggregate number of New Liberty Global ordinary shares of the relevant class issued directly to Liberty Global stockholders pursuant to the mergers involving Liberty Global (and not provided to Liberty Global stockholders after having first been issued to a subsidiary of Liberty Global) bears to the aggregate number of New Liberty Global ordinary shares of the same class received by Liberty Global stockholders pursuant to the mergers involving Liberty Global. Liberty Global is considering the extent, if any, to which it may be possible for such a stockholder to be provided with New Liberty Global ordinary shares all of which are issued directly pursuant to the mergers involving Liberty Global (and which are not first issued to a subsidiary of Liberty Global). In the event that Liberty Global considers that this may be possible, Liberty Global may, in addition, seek to discuss with the U.K. H.M. Revenue & Customs, referred to as HMRC, whether “rollover” treatment may be available in the circumstances in respect of all the New Liberty Global shares received by such a stockholder pursuant to the mergers involving Liberty Global. No guarantee can be given on the outcome of these considerations (or discussions, if any). No view is given as to the extent to which HMRC may determine that “rollover” treatment is available to Liberty Global stockholders, if at all, and Liberty Global stockholders should consult their own tax advisors.

Based upon the facts available to Virgin Media and its current projections as of the date hereof, Virgin Media believes that it is more likely than not that the exchange of Virgin Media common stock for New Liberty Global ordinary shares and cash pursuant to the mergers involving Virgin Media will not be taxable to U.S. stockholders of Virgin Media for U.S. federal income tax purposes, except that a U.S. stockholder of Virgin Media will recognize gain on the cash it receives pursuant to the mergers involving Virgin Media equal to the

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lesser of (i) the cash and (ii) the gain inherent in the U.S. stockholder’s Virgin Media common stock at the time of the mergers involving Virgin Media. However, the ultimate tax treatment of such share exchange is not certain and is dependent upon the facts and circumstances at the closing date of the mergers, including a requirement that the value of Liberty Global equals or exceeds the value of Virgin Media as of the closing of the mergers. As a result, in deciding whether to vote to adopt the merger agreement, Virgin Media stockholders should consider the possibility that the exchange of Virgin Media common stock for New Liberty Global ordinary shares will be a fully taxable transaction to Virgin Media stockholders for U.S. federal income tax purposes. After the Virgin Media special meeting is held, Virgin Media stockholders will not be entitled to change their vote or vote again in the event that it is subsequently determined that the share exchange will be a fully taxable transaction for U.S. federal income tax purposes.

Holders of Virgin Media common stock who are resident or (in the case of individuals, and if relevant) ordinarily resident in the U.K. and who receive New Liberty Global shares and cash pursuant to the mergers involving Virgin Media will be treated as making a part disposal of their Virgin Media common stock for U.K. tax purposes to the extent they receive cash, which may, depending on the particular circumstances of the stockholder, give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax or U.K. corporation tax on chargeable gains. In response to a clearance application by Virgin Media, HMRC has confirmed in writing that such holders will receive “rollover” treatment to the extent they receive New Liberty Global shares, on the basis that an exchange by those holders of their Virgin Media common stock for New Liberty Global shares will be treated as a “reorganisation” for U.K. tax purposes, such that the New Liberty Global shares will be treated for U.K. tax purposes as the same asset as the portion of the original holding of Virgin Media common stock in exchange for which the New Liberty Global shares were received. Accordingly, based on HMRC’s ruling, such holders will not be treated as making a disposal of their Virgin Media common stock for U.K. tax purposes to the extent that they receive New Liberty Global shares.

We encourage stockholders of Liberty Global and Virgin Media to read the discussion of the material tax considerations of the mergers in this joint proxy statement/prospectus under the caption “The Mergers—Material Tax Considerations for the Mergers”.

YOUR VOTE IS VERY IMPORTANT. We cannot complete the mergers unless both (i) Liberty Global stockholders approve the issuance of the New Liberty Global shares and adopt the merger agreement and (ii) Virgin Media stockholders adopt the merger agreement. Whether or not you plan to attend your special meeting, please take the time to vote by completing, signing, dating and returning the accompanying proxy card or by appointing your proxy by telephone or via the Internet as soon as possible. If you hold your shares in “street name”, you should instruct your broker or other nominee how to vote in accordance with the voting instruction form you receive from your broker or other nominee. Returning the proxy card does NOT deprive you of your right to attend your special meeting and to vote your shares in person.

This joint proxy statement/prospectus provides detailed information concerning the mergers, the proposals to be considered at the special meetings and the special meetings. Additional information regarding Liberty Global and Virgin Media has been filed with the Securities and Exchange Commission and is publicly available. We encourage you to read carefully this entire joint proxy statement/prospectus, including all of its annexes and the section entitled “Risk Factors” beginning on page 40.

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We enthusiastically support the proposed combination of Liberty Global and Virgin Media. The Liberty Global board of directors, by unanimous vote, has determined that the mergers are in the best interests of Liberty Global stockholders, approved the merger agreement and declared its advisability and recommends that the Liberty Global stockholders vote “FOR” the issuance of the New Liberty Global shares and “FOR” the adoption of the merger agreement. The Virgin Media board of directors, by unanimous vote, has determined that the mergers are in the best interests of the Virgin Media stockholders, approved the merger agreement and declared its advisability and recommends that the Virgin Media stockholders vote “FOR” the adoption of the merger agreement.

		Michael T. Fries		James F. Mooney
		Chief Executive Officer and President		Chairman
		Liberty Global, Inc.		Virgin Media Inc.

This joint proxy statement/prospectus is dated May 1, 2013 and is first being mailed to

Liberty Global stockholders and Virgin Media stockholders on or about May 2, 2013.

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REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Liberty Global and Virgin Media from documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

If you would like to request documents, please do so by May 24, 2013 in order to receive them before the Liberty Global or Virgin Media special meeting, as applicable.

Investors may also consult Liberty Global’s or Virgin Media’s websites for more information concerning the mergers described in this joint proxy statement/prospectus. Liberty Global’s website is www.lgi.com. Virgin Media’s website is www.virginmedia.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

For more information, see “Where You Can Find More Information” on page 317.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 1, 2013. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to Liberty Global stockholders or Virgin Media stockholders nor the issuance by New Liberty Global of New Liberty Global ordinary shares in connection with the mergers will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding New Liberty Global has been provided by New Liberty Global, information contained in this joint proxy statement/prospectus regarding Liberty Global has been provided by Liberty Global and information contained in this joint proxy statement/prospectus regarding Virgin Media has been provided by Virgin Media.

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LIBERTY GLOBAL, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2013

Liberty Global, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

U.S.A.

May 1, 2013

To the stockholders of Liberty Global, Inc.:

A special meeting of stockholders of Liberty Global, Inc. will be held on June 3, 2013, at 2:00 p.m., local time, at the Marriott Denver South at Park Meadows, 10345 Park Meadows Drive, Littleton, Colorado for the following purposes:

5:00 p.m. E.D.T. on April 30, 2013 is the record date for determining which stockholders are entitled to notice of, and to vote at, the special meeting and at any subsequent adjournments or postponements.

We cannot complete the mergers unless (i) the New Liberty Global share issuance is approved by the holders of at least a majority of the aggregate voting power of the shares of series A common stock and series B common stock of Liberty Global that are entitled to vote on the proposal and present at the special meeting and (ii) the merger agreement is adopted by the affirmative vote of the holders of a majority of the aggregate voting power of the shares of series A common stock and series B common stock of Liberty Global that are outstanding on the record date and entitled to vote on the adoption of the merger agreement (whether or not present at the special meeting), in each case, voting as a single class. The joint proxy statement/prospectus accompanying this notice explains the mergers, the merger agreement and the proposals to be considered at the special meeting. Please review the joint proxy statement/prospectus carefully.

The Liberty Global board of directors, by unanimous vote, determined that the mergers are in the best interests of Liberty Global stockholders, approved the merger agreement and declared its advisability and recommends that Liberty Global stockholders vote “FOR” the New Liberty Global share issuance, “FOR” the adoption of the merger agreement and “FOR” the approval of the Liberty Global adjournment proposal.

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Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. Record holders may also vote by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a bank, broker or other holder of record, you may vote your shares in accordance with the voting instruction form received from your bank, broker or other holder of record.

If you have any questions or need assistance with voting, please contact Georgeson Inc., Liberty Global’s information agent, at (866) 695-6074 (toll free) or (212) 440-9800 (collect) or by email at libertyglobal@georgeson.com.

Please do not send any stock certificates at this time.

If you plan to attend the special meeting, you will be required to bring certain documents with you to be admitted to the meeting. Please read carefully the sections in the joint proxy statement/prospectus regarding attending and voting at the special meeting to ensure that you comply with these requirements.

By order of the Board of Directors,

Bryan H. Hall

Secretary

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VIRGIN MEDIA INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2013

Virgin Media Inc.

65 Bleecker Street, 6th Floor

New York, NY 10012

U.S.A.

May 1, 2013

To the stockholders of Virgin Media Inc.:

A special meeting of stockholders of Virgin Media Inc. will be held on June 4, 2013, at 8:00 a.m., local time, at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP at One New York Plaza, New York, NY 10004, 29^th Floor, for the following purposes:

Only stockholders who owned shares of Virgin Media common stock at 5:00 p.m. E.D.T. on April 30, 2013, the record date for the special meeting, are entitled to notice of, and to attend and vote at, the special meeting and any subsequent adjournments or postponements.

We cannot complete the mergers unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of Virgin Media common stock on the record date for the special meeting. The joint proxy statement/prospectus accompanying this notice explains the mergers, the merger agreement and the proposals to be considered at the special meeting. Please review the joint proxy statement/prospectus carefully.

The Virgin Media board of directors, by unanimous vote, determined that the mergers are in the best interests of Virgin Media stockholders, approved the merger agreement and declared its advisability and recommends that the Virgin Media stockholders vote “FOR” the adoption of the merger agreement, for the Virgin Media merger-related compensation proposal and “FOR” the Virgin Media adjournment proposal.

Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid return envelope

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or appoint your proxy by telephone or via the Internet as soon as possible. If you hold your shares through a bank, broker or other holder of record, you may vote your shares in accordance with the voting instruction form received from your bank, broker or other holder of record.

If you have any questions or need assistance with voting, please contact D.F. King & Co., Inc., Virgin Media’s proxy solicitor, at (800) 431-9633 (toll free) or (212) 269-5550 (collect) or by e-mail at vmed@dfking.com.

Please do not send any stock certificates at this time.

If you plan to attend the special meeting, you will be required to bring certain documents with you to be admitted to the meeting. Please read carefully the sections in the joint proxy statement/prospectus regarding attending and voting at the special meeting to ensure that you comply with these requirements.

By order of the Board of Directors,

James F. Mooney

Chairman

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RISK FACTORS

In addition to the other information included and incorporated by reference in this joint proxy statement/prospectus, Liberty Global stockholders and Virgin Media stockholders should consider carefully the matters described below in determining whether to adopt the merger agreement and the other related matters described in this joint proxy statement/prospectus.

Risks Related to the Mergers

Liberty Global stockholders and Virgin Media stockholders cannot be sure of the market price of the class A New Liberty Global shares, class B New Liberty Global shares and/or class C New Liberty Global shares they will receive in the mergers.

Upon completion of the LGI mergers, each Liberty Global stockholder will receive, other than for LGI excluded shares, (i) one class A New Liberty Global share, which we refer to in this joint proxy statement/prospectus as the LGI series A consideration, for each share of LGI series A stock owned by such stockholder; (ii) one class B New Liberty Global share, which we refer to in this joint proxy statement/prospectus as the LGI series B consideration, for each share of LGI series B stock owned by such stockholder; and (iii) one class C New Liberty Global share, which we refer to in this joint proxy statement/prospectus as the LGI series C consideration, for each share of LGI series C stock owned by such stockholder. In this joint proxy statement/prospectus, we refer to the LGI series A consideration, the LGI series B consideration and the LGI series C consideration, collectively, as the LGI merger consideration.

Upon completion of the VMI mergers, each Virgin Media stockholder will receive, for each share of Virgin Media common stock owned by such stockholder, other than VMI excluded shares, (i) 0.2582 of a class A New Liberty Global share, which we refer to in this joint proxy statement/prospectus as the VMI series A stock consideration; (ii) 0.1928 of a class C New Liberty Global share, which we refer to in this joint proxy statement/prospectus as the VMI series C stock consideration; and (iii) $17.50 in cash, without interest, which we refer to in this joint proxy statement/prospectus as the cash consideration. In this joint proxy statement/prospectus, we refer to the VMI series A stock consideration and the VMI series C stock consideration, collectively, as the VMI stock consideration.

New Liberty Global shares are not currently listed for trading on a national securities exchange, although such shares will be approved for listing on Nasdaq prior to the completion of the mergers. Shares of both Liberty Global common stock and Virgin Media common stock are currently listed for trading on Nasdaq and shares of Virgin Media common stock are also currently listed for trading on the London Stock Exchange. We cannot predict the trading prices of class A New Liberty Global shares, class B New Liberty Global shares and class C New Liberty Global shares following the mergers and we can provide no assurance as to the values at which each class of New Liberty Global shares will publicly trade. In addition, after completion of the mergers, the trading price of each class of New Liberty Global shares will be dependent on a number of conditions, including general market and economic conditions, changes in the Liberty Global and Virgin Media businesses prior to the completion of the mergers, the combined group’s operations and prospects, governmental actions, regulatory considerations, and legal proceedings and developments, among other things. A number of these factors and conditions are beyond the control of Liberty Global and Virgin Media.

In addition, although each class of New Liberty Global shares issuable in the mergers will be listed on Nasdaq upon completion of the mergers, the New Liberty Global shares will not be listed on the London Stock Exchange. An active public market may not develop or be sustained for any or all of the classes of New Liberty Global shares after the completion of the mergers, which could affect the ability to sell, or depress the market price of, shares of one or more classes of New Liberty Global shares. Liberty Global and Virgin Media cannot predict the extent to which a trading market will develop for the New Liberty Global shares or how liquid that market might become.

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The exchange ratios are fixed and will not be adjusted for changes affecting Liberty Global or Virgin Media.

The exchange ratios for shares and equity-based awards of Liberty Global common stock and shares and equity-based awards of Virgin Media common stock are fixed and will not be adjusted prior to completion of the mergers, including for changes affecting Liberty Global or Virgin Media or for share repurchases or issuances of common stock by Liberty Global or Virgin Media, as permitted in limited circumstances by the merger agreement. Such changes may affect the value of the VMI stock consideration and the LGI merger consideration that Virgin Media stockholders and Liberty Global stockholders, respectively, will receive upon completion of the mergers or may impact the market value of Liberty Global common stock and/or Virgin Media common stock prior to completion of the mergers. Market assessments of the benefits of the mergers, the likelihood that the mergers will be completed, the terms and mix of acquisition financing, and general and industry-specific market and economic conditions may also have an effect on the market prices of the New Liberty Global shares, the Liberty Global common stock and the Virgin Media common stock. Fluctuations and developments affecting domestic and global securities markets may also affect the market prices of the Liberty Global common stock and the Virgin Media common stock.

Neither Liberty Global nor Virgin Media is permitted to terminate the merger agreement solely because of changes in the market price of either party’s respective common stock. However, the Virgin Media board of directors may under the terms of the merger agreement withdraw its recommendation to the Virgin Media stockholders that they adopt the merger agreement in certain circumstances where the price of Liberty Global’s stock (calculated as the sum of (x) 0.573 multiplied by the closing price of the LGI series A stock and (y) 0.427 multiplied by the closing price of the LGI series C stock, and averaged over a period of ten consecutive trading days immediately preceding the 15^th trading day prior to the date of the Virgin Media special meeting) (i) is lower than $52.05 and (ii) has declined (as measured against a reference price of $65.06) by an amount that is 20% more than any decline of an index of ten specified companies (which includes Liberty Global). If the Virgin Media special meeting had occurred on April 29, 2013, the price of Liberty Global’s stock as calculated above would have been $70.84. The market prices of Liberty Global’s stock will fluctuate prior to the date of the Virgin Media special meeting. See “The Merger Agreement—No Solicitation—Virgin Media Board Recommendation Change” for more information.

Liberty Global stockholders will have a reduced ownership and voting interest in New Liberty Global after the mergers and will exercise less influence over management.

Liberty Global stockholders currently have the right to vote in the election of the board of directors of Liberty Global and on other matters affecting Liberty Global. Upon the completion of the mergers, each Liberty Global stockholder will become a stockholder of New Liberty Global with a percentage ownership of New Liberty Global that is smaller than such stockholder’s percentage ownership of Liberty Global. The stockholders of Liberty Global, as a group, will receive shares in the first LGI merger constituting approximately 64% of the New Liberty Global shares (and 74% of the voting power of New Liberty Global) assumed to be outstanding immediately after the mergers. Because of this, Liberty Global stockholders, as a group, may have less influence on the management and policies of New Liberty Global than they now have on the management and policies of Liberty Global.

Virgin Media stockholders will have a reduced ownership and voting interest in New Liberty Global after the mergers and will exercise less influence over the board of directors and management.

Virgin Media stockholders currently have the right to vote in the election of the board of directors of Virgin Media and on other matters affecting Virgin Media. Upon the completion of the mergers, each Virgin Media stockholder will become a stockholder of New Liberty Global with a percentage ownership of New Liberty Global that is smaller than such stockholder’s percentage ownership of Virgin Media. Additionally, only one existing member of the Virgin Media board of directors will be appointed to the New Liberty Global board of directors. The stockholders of Virgin Media, as a group, will receive shares in the first VMI merger

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constituting approximately 36% of the New Liberty Global shares (and 26% of the voting power of New Liberty Global) assumed to be outstanding immediately after the mergers. Because of this, Virgin Media stockholders, as a group, will have less influence on the board of directors, management and policies of New Liberty Global than they now have on the management and policies of Virgin Media. See also “Risk Factors—Risks Related to the Combined Group—John C. Malone will have significant voting power with respect to corporate matters considered by the shareholders of New Liberty Global”.

Liberty Global’s inability to satisfy and comply with conditions under its existing financing arrangements or obtain additional or replacement financing could delay or prevent the completion of the mergers.

The obligations of Liberty Global, New Liberty Global and the merger subs under the merger agreement are not subject to any conditions regarding their ability to finance, or obtain financing for, the transactions contemplated by the merger agreement, and they are obligated under the merger agreement to have sufficient funds available to satisfy their obligations under the merger agreement.

In addition to cash on hand, Liberty Global must obtain a substantial amount of capital from third-party sources to finance the transactions contemplated by the merger agreement. This financing is expected to take several forms, including release of the escrow proceeds of the senior notes and senior secured notes issued by two indirect wholly owned subsidiaries of Liberty Global in connection with the mergers and funding of the new senior secured credit facilities under the commitment letter. See “Financing Relating to the Mergers” for more information.

The release of the escrow proceeds of the senior notes and senior secured notes issued by two indirect wholly owned subsidiaries of Liberty Global in connection with the mergers, as well as the availability of funds under the new senior secured credit facilities, are subject to a number of conditions, as described under “Financing Relating to the Mergers,” and there is a risk that one or more of these conditions will not be satisfied. If these conditions are not satisfied, then the funds under these financing arrangements will not be available to Liberty Global for purposes of consummating the mergers. In addition, under the commitment letter related to the new senior secured credit facilities, there is a risk that one or more members of the lending syndicate will default on its obligations to provide its committed portion of the financing and that the commitments of any defaulting syndicate member cannot be replaced on a timely basis. In the event that the escrow proceeds are not released or the financing under the new senior secured credit facilities is not available for any reason, then Liberty Global may not be able to obtain replacement financing on acceptable terms, in a timely manner, or at all. These risks are magnified given the scale of financing required to consummate the transactions contemplated by the merger agreement. Any failure of Liberty Global to satisfy and comply with conditions under its existing financing arrangements or raise additional or replacement financing could delay or impede the closing of the mergers. In addition, the terms of any additional or replacement financing may be less favorable to New Liberty Global than the existing financing arrangements, which would have a material adverse effect on New Liberty Global’s business and results of operations.

New Liberty Global, Liberty Global and Virgin Media will incur transaction, integration and restructuring costs in connection with the mergers.

New Liberty Global, Liberty Global and Virgin Media expect that they will incur significant, non-recurring costs in connection with consummating the mergers. The parties currently expect to incur nonrecurring advisory, legal and other transaction costs directly associated with the mergers of approximately $146 million, of which approximately $83 million are contingent upon the consummation of the mergers, with the remaining amounts of $33 million and $30 million payable by Liberty Global and Virgin Media, respectively, regardless of whether the mergers are completed. Liberty Global also expects to incur over $220 million in creditor fees, third party fees and redemption premiums in connection with the financing transactions related to the mergers. In addition, New Liberty Global will incur integration and restructuring costs following the completion of the

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mergers as New Liberty Global integrates Liberty Global’s businesses and Virgin Media’s businesses. Although the parties expect that the realization of benefits and efficiencies related to the integration of the businesses may offset these transaction, integration and restructuring costs over time, no assurances can be made that this net benefit will be achieved in the near term, or at all. Liberty Global and Virgin Media may incur additional costs to maintain employee morale and to retain key employees. Some of these costs are payable regardless of whether the mergers are completed. See “The Merger Agreement—Payment of Certain Fees and Expenses” for more information.

Liberty Global and Virgin Media will be subject to contractual restrictions while the mergers are pending, which could adversely affect Liberty Global’s and Virgin Media’s respective businesses.

The merger agreement restricts Virgin Media and, to a lesser extent, Liberty Global, from making certain acquisitions or dispositions or taking other specified actions, without the other party’s consent, until completion of the mergers or the merger agreement is terminated. These restrictions may prevent Liberty Global or Virgin Media from pursuing otherwise attractive business opportunities and making other changes to their businesses that may arise before the mergers are completed or the merger agreement is terminated.

The merger agreement limits Virgin Media’s and Liberty Global’s ability to pursue alternatives to the mergers.

Each of Virgin Media and Liberty Global has agreed that it will not solicit, initiate or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an offer or proposal for the acquisition of more than 20% of the relevant party’s equity interests or assets, except that a party may furnish confidential information to, and negotiate with, a third party in the event it receives an unsolicited written acquisition proposal that constitutes or could reasonably be expected to lead to a superior proposal, and the relevant party’s board of directors determines in good faith, after consultation with its outside legal counsel, that a failure to take action with respect to such takeover proposal would be inconsistent with its fiduciary duties under applicable law. See “The Merger Agreement—No Solicitation” for more information.

Each party has also agreed that its board of directors will not change its recommendation to its stockholders to adopt the merger agreement or approve any alternative agreement, subject to limited exceptions, including that, at any time prior to the applicable stockholder approval, the applicable board of directors may make a change in recommendation: (i) in response to a superior proposal, if such board of directors concludes that a failure to change its recommendation would be inconsistent with its fiduciary duties under applicable law and, in the case of a superior proposal for Virgin Media, if requested by Liberty Global, the parties shall have negotiated in good faith for five business days (and in the case of any material amendment or modification to such superior proposal, for a period expiring upon the later to occur of three business days and the end of the original five business day period) regarding any revisions to the terms of the mergers in response to such superior proposal; or (ii) if any material event, development, circumstance, occurrence or change in circumstances or facts which was not reasonably foreseeable by such board of directors shall have first occurred (or of which such board of directors shall have first become aware) after the date of the merger agreement and such board of directors concludes in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law. See “The Merger Agreement—No Solicitation—Virgin Media Board Recommendation Change” and “The Merger Agreement—No Solicitation—Liberty Global Board Recommendation Change” for more information.

In addition, under specified circumstances, Virgin Media may be required to pay Liberty Global a termination fee of $235 million or $470 million, Liberty Global may be required to pay Virgin Media a termination fee of $470 million (in each case, depending on the specific circumstances) and/or either party may be required to reimburse the other party for its expenses, subject to a $35 million limit, if the mergers are not consummated (the amount of any expenses paid by either Liberty Global or Virgin Media to the other party will be credited against any termination fee to be paid by such party if the termination fee subsequently becomes payable). See “The Merger Agreement—Payment of Certain Fees and Expenses” for more information.

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All of the foregoing provisions might, individually or in the aggregate, discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Virgin Media or Liberty Global from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher value per share than that proposed in the mergers, or might result in a potential competing acquiror proposing to pay a lower value per share to acquire Virgin Media or Liberty Global than it might otherwise have been willing to pay.

While the mergers are pending, Liberty Global and Virgin Media will be subject to business uncertainties that could adversely affect their businesses.

Uncertainty about the effect of the mergers on employees, customers and suppliers may have an adverse effect on Liberty Global and Virgin Media and, consequently, on New Liberty Global. These uncertainties may impair Liberty Global’s and Virgin Media’s ability to attract, retain and motivate key personnel until the mergers are consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with Liberty Global and Virgin Media to seek to change existing business relationships with Liberty Global and Virgin Media. Employee retention may be particularly challenging during the pendency of the mergers because employees may experience uncertainty about their future roles with the combined group. If, despite Liberty Global’s and Virgin Media’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined group, New Liberty Global’s business could be seriously harmed.

Termination of the merger agreement could negatively impact Liberty Global and Virgin Media.

If the merger agreement is terminated, there may be various consequences, including:

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The directors and executive officers of Liberty Global have certain interests in the mergers that may be different from, or in addition to, the interests of the Liberty Global stockholders generally.

In considering the information in this joint proxy statement/prospectus, you should be aware that the Liberty Global executive officers and directors have certain interests in the mergers other than their interests as stockholders of Liberty Global. These interests include the continued service of the executive officers of Liberty Global with the combined group, the continued service of the directors of Liberty Global as directors of New Liberty Global, and the indemnification of former Liberty Global directors and officers by the surviving corporations. Liberty Global executive officers may be entitled to receive certain benefits in connection with the mergers, including accelerated vesting of Liberty Global’s matching contributions under the Liberty Global, Inc. 401(k) Savings & Stock Ownership Plan. Additionally, a current executive officer of Liberty Global previously employed by Virgin Media holds shares of Virgin Media common stock for which such individual will receive, like all other Virgin Media stockholders, the VMI merger consideration in connection with the mergers. The Liberty Global board of directors was aware of these interests at the time it approved the merger agreement. These interests may cause Liberty Global’s directors and executive officers to view the proposals regarding the mergers differently and more favorably than you may view them. See “The Mergers—Interests of Liberty Global Directors and Executive Officers in the Mergers” for more information.

The directors and executive officers of Virgin Media have certain interests in the mergers that may be different from, or in addition to, the interests of the Virgin Media stockholders generally.

In considering the information in this joint proxy statement/prospectus, you should be aware that certain of the directors and executive officers of Virgin Media have certain interests in the mergers other than their interests as stockholders of Virgin Media. The directors and executive officers of Virgin Media hold equity awards which provide for accelerated vesting under their existing terms upon a change in control or otherwise provide for accelerated vesting upon an involuntary termination of employment (including a termination of holder’s employment by New Liberty Global without cause or the holder’s resignation for good reason) following a change in control. For Virgin Media equity awards granted prior to January 1, 2013 that are converted into awards over New Liberty Global shares, if a holder of an award is subject to an involuntary termination of employment prior to December 31, 2014, but after consummation of the mergers, the vesting of unvested options and stock units will accelerate. In addition, one of the independent directors of Virgin Media will serve on the New Liberty Global board of directors, and a U.K. resident member of the Virgin Media board of directors will serve on an advisory board of New Liberty Global following the mergers. The Virgin Media board of directors was aware of these interests at the time it approved the merger agreement. These interests may cause Virgin Media’s directors and executive officers to view the proposals regarding the mergers differently and more favorably than you may view them. See “The Mergers—Interests of Virgin Media Directors and Executive Officers in the Mergers” for more information.

Lawsuits have been filed against members of the Virgin Media board of directors, Virgin Media, Liberty Global, New Liberty Global and the merger subs challenging the mergers, and an adverse ruling in one or more such lawsuits may prevent the mergers from becoming effective or from becoming effective within the expected timeframe.

Members of the Virgin Media board of directors, Virgin Media, Liberty Global, New Liberty Global and the merger subs are named as defendants in lawsuits brought by and on behalf of Virgin Media stockholders challenging the mergers, seeking, among other things, to enjoin the defendants from completing the mergers on the agreed-upon terms, as well as damages. If the plaintiffs are successful in obtaining an injunction prohibiting

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the defendants from completing the mergers on the agreed upon terms, then such injunction may prevent the mergers from becoming effective within the expected timeframe or at all. See “Certain Litigation” for more information.

Holders of Liberty Global common stock may be subject to tax on their share exchange.

Tax-free treatment for U.S. holders of Liberty Global common stock for the share exchange pursuant to the LGI mergers is not certain. The structure of the LGI mergers is such that, for U.S. federal income tax purposes, no gain (or loss) should be recognized by Liberty Global stockholders on their exchange of Liberty Global common stock for New Liberty Global shares provided that, among other items and subject to various limitations, the “New Liberty Global income amount” exceeds the “U.S. stockholders BIG amount” (see “The Mergers—Material Tax Considerations for the Mergers—Material U.S. Federal Income Tax Considerations” beginning on page 166, for an explanation of this condition and other necessary conditions for non-taxable treatment). While available facts and current projections by Liberty Global indicate that the “New Liberty Global income amount” should exceed the “U.S. stockholders BIG amount”, this comparison cannot be made until after the mergers are completed and requires determinations that are not entirely clear.

There are various factual and legal inquiries required for the exchange of Liberty Global common stock for New Liberty Global shares to be non-taxable to U.S. holders and the relevant rules are complex and new. There can be no assurance that the various factual tests will be satisfied. In addition, even if those tests are satisfied, there can be no assurance that the IRS will not challenge non-taxable treatment of the share exchange based upon their view of the legal issues involved or that a court will not agree with the IRS in the event of litigation. In making such a challenge, the IRS may seek to recharacterize or disregard one or more aspects of the LGI mergers. Moreover, it is possible that the relevant Treasury Regulations could be amended, possibly on a retroactive basis. No ruling has been or will be sought from the IRS with respect to the LGI mergers. In addition, the opinion of tax counsel Liberty Global expects to receive regarding tax-free treatment for U.S. holders of Liberty Global common stock is not binding on the IRS or any court.

If the share exchange is taxable for U.S. federal income tax purposes, U.S. holders would recognize gain (but not loss) in an amount equal to the excess of the fair market value of the New Liberty Global shares received by the U.S. holder over such U.S. holder’s adjusted tax basis in the Liberty Global common stock exchanged therefor. In such case, U.S. holders would be subject to U.S. federal income tax without the corresponding receipt of cash.

The receipt by a holder of Liberty Global common stock who is resident or (in the case of an individual, and if relevant) ordinarily resident in the U.K. of New Liberty Global shares pursuant to the LGI mergers will constitute a disposal or part disposal of Liberty Global common stock if or to the extent that it does not qualify for “rollover” treatment (discussed in the paragraph below). Such disposal or part disposal may, depending on the particular circumstances of that stockholder, give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax or U.K. corporation tax on chargeable gains.

Liberty Global expects such receipt of New Liberty Global shares to be treated, at least in part, as a “reorganisation” for the purposes of U.K. capital gains tax and U.K. corporation tax on chargeable gains such that “rollover” treatment is available to a holder of Liberty Global common stock to the extent described in this paragraph. In particular, Liberty Global expects “rollover” treatment to be available to such a stockholder (subject to certain anti-avoidance provisions) in respect of a proportion of the New Liberty Global shares of each relevant class received that is equal to the proportion that the aggregate number of New Liberty Global shares of the relevant class issued directly to Liberty Global stockholders pursuant to the LGI mergers (and not provided to Liberty Global stockholders after having first been issued to Lynx Merger Sub 1 and contributed to Lynx Merger Sub 2; see “The Companies—Lynx Merger Sub 1”) bears to the aggregate number of New Liberty Global shares of the same class received by Liberty Global stockholders pursuant to the LGI mergers. Liberty Global is considering the extent, if any, to which it may be possible for such a stockholder to be provided with New

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Liberty Global shares all of which are issued directly pursuant to the LGI mergers (and which are not first issued to Lynx Merger Sub 1). In the event that Liberty Global considers that this may be possible, Liberty Global may, in addition, seek to discuss with HMRC whether “rollover” treatment may be available in the circumstances in respect of all the New Liberty Global shares received by such a stockholder pursuant to the LGI mergers. No guarantee can be given on the outcome of these considerations (or discussions, if any). No view is given as to the extent to which HMRC may determine that “rollover” treatment is available, if at all, and Liberty Global stockholders should consult their own tax advisors.

For holders of Liberty Global common stock who are citizens or residents of, or otherwise subject to taxation in, a country other than the U.S. or the U.K., the tax treatment of the LGI mergers will depend on the applicable tax laws in such country.

We urge holders of Liberty Global common stock to consult their own tax advisors to determine the tax consequences of the LGI mergers to them, including whether they should potentially proceed on the basis that the LGI mergers will be a fully taxable transaction to them for U.S. federal income tax purposes or for the purposes of U.K. capital gains tax or U.K. corporation tax.

See “The Mergers—Material Tax Considerations for the Mergers” for a more detailed discussion of the material tax considerations with respect to the LGI mergers.

U.S. stockholders of Virgin Media may be subject to U.S. federal income tax on their share exchange.

The tax treatment of U.S. stockholders of Virgin Media with respect to the exchange of their Virgin Media common stock for New Liberty Global shares and cash pursuant to the VMI mergers is not certain. Virgin Media believes it is more likely than not that the exchange will not be taxable to U.S. stockholders of Virgin Media for U.S. federal income tax purposes, except that a U.S. stockholder of Virgin Media will recognize gain on the cash it receives pursuant to the VMI mergers equal to the lesser of (i) the cash, and (ii) the gain inherent in the U.S. stockholder’s Virgin Media common stock at the time of the VMI mergers. This U.S. federal income tax treatment is dependent upon, among other things, the VMI mergers, taken together, qualifying as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. Because a substantial portion of the cash consideration that is being paid to the Virgin Media stockholders in the VMI mergers is being borrowed by, and/or is derived from the proceeds of borrowings that will be assumed by, subsidiaries of Virgin Media, it is not clear whether the VMI mergers will satisfy one of the requirements necessary for the VMI mergers to qualify as a “reorganization,” which requires that Viper Merger Sub 1 acquire “substantially all” the assets of Virgin Media. Virgin Media has received an opinion of counsel that the VMI mergers, taken together, more likely than not will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. That opinion, however, will not be binding on the IRS or the courts; and no ruling has been or will be sought from the IRS with respect to the VMI mergers.

In addition, even if the VMI mergers, taken together, qualify as a “reorganization,” the exchange will be taxable to U.S. stockholders of Virgin Media unless certain requirements set forth in Section 367(a)(1) of the Code and the applicable Treasury Regulations thereunder are satisfied. One such requirement is that the value of Liberty Global equals or exceeds the value of Virgin Media, as specifically determined for purposes of Section 367 of the Code, as of the closing of the VMI mergers. Whether this requirement will be met cannot be known until the closing of the VMI mergers.

If the share exchange is taxable for U.S. federal income tax purposes, a U.S. stockholder of Virgin Media would recognize gain in an amount equal to the excess of (i) the sum of the cash and the fair market value of the New Liberty Global shares received by the U.S. stockholder over (ii) the U.S. stockholder’s adjusted tax basis in the Virgin Media common stock exchanged therefor.

For holders of Virgin Media common stock who are citizens or residents of, or otherwise subject to taxation in, a country other than the U.S. or the U.K., the tax treatment of the VMI mergers will depend on the applicable tax laws in such country.

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We urge holders of Virgin Media common stock to consult their own tax advisors to determine the tax consequences of the VMI mergers to them, including whether they should potentially proceed on the basis that the VMI mergers will be a fully taxable transaction to them for U.S. federal income tax purposes.

See “The Mergers—Material Tax Considerations for the Mergers” for a more detailed discussion of the material tax considerations with respect to the VMI mergers.

New Liberty Global may be treated as a U.S. corporation for U.S. federal income tax purposes.

New Liberty Global, which will be a U.K. public limited company at the time of the mergers, generally would be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under general rules of U.S. federal income taxation. Section 7874 of the Code, however, contains rules that result in a foreign corporation being taxed as a U.S. corporation for U.S. federal income tax purposes. These rules are relatively new, their application is complex and there is little guidance regarding their application.

Under Section 7874 of the Code, New Liberty Global will be treated as a U.S. corporation for U.S. federal income tax purposes unless the New Liberty Global “expanded affiliated group” is treated as having “substantial business activities” in the U.K. For this purpose, “expanded affiliated group” generally includes Liberty Global and Virgin Media and their respective subsidiaries, and “substantial business activities” generally means at least 25% of employees (by number and compensation), assets and gross income of the New Liberty Global expanded affiliated group are based, located and derived, respectively, in the U.K.

New Liberty Global expects to satisfy this 25% test because substantially all of the operations of Virgin Media occur in the U.K., and some of the operations of Liberty Global occur in the U.K. (with its remaining operations occurring throughout Europe and Latin America), and New Liberty Global will continue these operations. We caution, however, that the satisfaction of the 25% test generally is determined at the closing of the mergers and there could be adverse changes to the relevant facts and circumstances. In addition, there have been legislative proposals to expand the scope of U.S. corporate tax residence and there could be changes to Section 7874 of the Code or the Treasury Regulations promulgated thereunder that could result in New Liberty Global being treated as a U.S. corporation.

If it were determined that New Liberty Global should be taxed as a U.S. corporation for U.S. federal income tax purposes, New Liberty Global could be liable for substantial additional U.S. federal income tax. For U.K. tax purposes, New Liberty Global is expected, regardless of any application of Section 7874 of the Code, to be treated as a U.K. resident company since New Liberty Global is incorporated under English law.

Consequently, New Liberty Global might be liable for both U.K. and U.S. taxes, which could have a material adverse effect on its financial condition and results of operations. See “The Mergers—Material Tax Considerations for the Mergers” beginning on page 165 for a more detailed discussion of the tax considerations with respect to the treatment of New Liberty Global for U.S. federal income tax and U.K. corporation tax purposes.

New Liberty Global may be classified as a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. holders.

For U.S. federal income tax purposes, New Liberty Global generally would be classified as a PFIC for any taxable year if either (i) 75% or more of its gross income (including gross income of certain 25%-or-more-owned corporate subsidiaries) is “passive income” (as defined for such purposes) or (ii) the average percentage of its assets (including the assets of certain 25%-or-more-owned corporate subsidiaries) which produce passive income or which are held for the production of passive income is at least 50%. A “start-up” exception, however, provides that New Liberty Global, as a new company, will not be treated as a PFIC even if it meets the passive income and asset tests described above for its first taxable year so long as, in general, New Liberty Global is not expected to, and actually does not, meet such tests for any of the following two taxable years.

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As a result of the deemed distribution of the Lynx Merger Sub 1 promissory note, New Liberty Global could have significant passive income. Liberty Global and Virgin Media each believe, however, that New Liberty Global should not be a PFIC following the mergers, including taking into account the start-up exception. Liberty Global and Virgin Media cannot, however, assure U.S. holders that New Liberty Global will not be or will not become a PFIC because the tests for determining PFIC status are applied annually. If New Liberty Global was to be treated as a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder, then the U.S. holder would be subject to additional U.S. federal income taxes plus an interest charge unless the U.S. holder elects to be taxed annually on a mark-to-market basis with respect to the New Liberty Global shares.

We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules.

See ‘‘The Mergers—Material Tax Considerations for the Mergers” for a more detailed discussion of PFIC considerations.

HMRC may disagree with our conclusions on the U.K. tax treatment of the mergers, or relevant U.K. legislation or practice may be subject to change.

Based on current U.K. tax law and HMRC published practice, we anticipate that none of Liberty Global, Virgin Media, New Liberty Global or any of their subsidiaries will incur a liability to U.K. corporation tax, U.K. stamp duty or U.K. stamp duty reserve tax in respect of the implementation of the mergers, and Liberty Global is in the process of seeking clearances from HMRC for confirmation of certain aspects of the U.K. corporation tax, U.K. stamp duty and U.K. stamp duty reserve tax analysis of the mergers (although no guarantee can be given on the outcome of any of these applications).

If HMRC disagrees with our view, it may take the view that material U.K. corporation tax, U.K. stamp duty and/or U.K. stamp duty reserve tax liabilities or amounts on account thereof are payable by any one or more of these companies as a result of the mergers. To contest any assessment that may be made or required to be made as a result, we may incur significant expense, including if we are required to remit cash or provide security for the amount in dispute, or such lesser amount as permitted under U.K. law and acceptable to HMRC, to prevent HMRC from seeking enforcement actions pending the dispute of such assessment. If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us. To the extent that HMRC does not provide (or we have not requested) a binding ruling on the U.K. tax aspects of the mergers, there can be no assurance that HMRC will agree with our interpretation of the U.K. tax aspects of the mergers or any matters associated therewith.

The mergers may not allow New Liberty Global to maintain a competitive corporate tax rate.

New Liberty Global believes that the mergers should improve the combined group’s ability to maintain a competitive worldwide effective corporate tax rate. New Liberty Global cannot give any assurance, however, as to what its effective tax rate will be after the mergers because of, among other things, uncertainty regarding the tax policies of the jurisdictions where it operates. New Liberty Global’s actual effective tax rate may vary from our expectations and that variance may be material. Additionally, the tax laws of the U.K. and other jurisdictions could change in the future, and such changes could cause a material change in our effective tax rate.

Virgin Media’s ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes will be subject to limitation as a result of the mergers.

In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, which we refer to in this joint proxy statement/prospectus as NOLs, to offset future taxable income for U.S. federal income tax purposes. In general, an ownership change occurs if the aggregate stock ownership of certain stockholders increases by more

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than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period (generally three years). As of December 31, 2012, Virgin Media and its dual resident subsidiaries (i.e., its subsidiaries that are resident of both the U.S. and the U.K. for income tax purposes) have approximately £376.3 million ($609.2 million at December 31, 2012) and £527.5 million ($854.0 million at December 31, 2012), respectively, of NOLs, which will expire between 2012 and 2032. It is anticipated that the VMI mergers will result in an ownership change of Virgin Media and its dual resident subsidiaries under Section 382 of the Code. The occurrence of an ownership change of Virgin Media and its dual resident subsidiaries could limit their ability to utilize these pre-change NOLs. Upon an ownership change, Section 382 of the Code imposes an annual limitation on the amount of NOLs that may be used to offset future taxable income for U.S. federal income tax purposes. The amount of the annual limitation generally will be equal to the aggregate value of the Virgin Media common stock (or, in the case of the dual resident subsidiaries, the aggregate value of their common stock) that is outstanding immediately prior to the VMI mergers multiplied by the adjusted federal tax-exempt rate, set by the IRS. Limitations imposed on the ability to use NOLs to offset future taxable income could cause U.S. federal income taxes to be paid by Virgin Media and its dual resident subsidiaries earlier than they otherwise would be paid if such limitations were not in effect and could cause such NOLs to expire unused, in each case, reducing or eliminating the benefit of such NOLs. Similar rules and limitations may apply for state income tax purposes.

Risks Related to the Combined Group

The market price of the New Liberty Global shares after the mergers may be affected by factors different from those currently affecting the prices of the Liberty Global common stock and the Virgin Media common stock.

The businesses of Liberty Global and Virgin Media differ in some respects. As such, many of the factors affecting Liberty Global’s results of operations and stock prices are different from those affecting Virgin Media’s results of operations and stock price. Additionally, New Liberty Global’s results of operations and the market price of the New Liberty Global shares after the mergers may be affected by factors different from those currently affecting the independent results of operations and stock prices of each of Liberty Global and Virgin Media prior to the mergers. For a discussion of Liberty Global’s and Virgin Media’s businesses and operations and the risks associated therewith, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” on page 317.

Although both Liberty Global and Virgin Media expect that the mergers will result in benefits to the combined group, New Liberty Global may not realize those benefits because of various challenges.

The success of the mergers will depend, in part, on New Liberty Global’s ability to successfully combine the businesses of two companies that have previously operated, and will continue to operate until the completion of the mergers, as independent public companies. There is no assurance that New Liberty Global will be able to complete the integration process smoothly or successfully or within the anticipated time frame, or at all. New Liberty Global’s management will face challenges in the coordination of separate and disparate personnel, properties, facilities, systems, technologies, procedures and policies, and may also need to address differences in business backgrounds and corporate cultures. The success of the combined group after the mergers will also depend in part upon the ability of Liberty Global and Virgin Media to retain key employees of both companies during the periods before and after the mergers are completed. If the combined group is not successfully integrated, the anticipated benefits of the mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the integration process could divert the attention of New Liberty Global’s management, disrupt or interrupt or result in the loss of momentum in each company’s ongoing businesses, or cause inconsistencies in standards, controls, procedures and policies, any of which could adversely affect the combined group’s ability to maintain relationships with its customers and employees, or the ability of Liberty Global and Virgin Media to achieve the anticipated benefits of the mergers, or could reduce each company’s earnings or otherwise adversely affect the business and financial position, operating results and liquidity of New Liberty Global.

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If New Liberty Global is unable to retain key Liberty Global and Virgin Media personnel after the mergers are completed, New Liberty Global’s business might suffer.

The success of the mergers will depend in part on New Liberty Global’s ability to retain key Liberty Global and Virgin Media employees who continue employment with the combined group after the mergers, including members of Liberty Global’s executive management team and other key technology and finance officers of Liberty Global and Virgin Media. These key employees are in high demand and competition for their talents can be intense. It is possible that these employees might decide not to remain with the combined group after the mergers are completed. If these key employees terminate their employment, New Liberty Global’s sales, marketing, financing or development activities might be adversely affected, management’s attention might be diverted from successfully integrating Liberty Global’s and Virgin Media’s operations to hiring suitable replacements, and New Liberty Global’s business might suffer. In addition, New Liberty Global might not be able to locate suitable replacements for any such key employees that leave the combined group or offer employment to potential replacements on reasonable terms.

The businesses of the combined group will be conducted almost exclusively outside of the United States, which gives rise to numerous operational risks.

The businesses of the combined group will be conducted almost exclusively in countries outside the United States and are thereby subject to the following inherent risks:

Operational risks that the combined group may experience in certain countries include disruptions of services or loss of property or equipment that are critical to overseas businesses due to expropriation, nationalization, war, insurrection, terrorism or general social or political unrest.

The businesses of the combined group will be subject to risks of adverse regulation by foreign governments.

The businesses of the combined group will be subject to the individual regulatory regimes of the countries in which it operates. Cable and telecommunications businesses are subject to licensing or registration eligibility rules and regulations, which vary from country to country. The provision of electronic communications networks and services requires licensing from, or registration with, the appropriate regulatory authorities and, for telephony services, entrance into interconnection arrangements with other phone companies, including the incumbent phone company. It is possible that countries in which the combined group will operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by these businesses. In a number of countries, the ability of the combined group to increase the prices it charges for its cable television service or to make changes to the programming packages it

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offers will be limited by regulation or conditions imposed by competition authorities or is subject to review by regulatory authorities or is subject to termination rights of customers. In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of the markets in which the combined group will operate, new entry is possible without a license, although there may be registration eligibility rules and regulations, resulting in greater competition in territories where such businesses may already be active. More significantly, regulatory authorities may require the combined group to grant third parties access to its bandwidth, frequency capacity, facilities or services to distribute their own services or resell our services to end customers. Programming businesses are subject to regulation on a country-by-country basis, including programming content requirements, requirements to make programming available on non-discriminatory terms, and service quality standards. Consequently, the businesses of the combined group must adapt their ownership and organizational structure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject. A failure to comply with applicable rules and regulations could result in penalties, restrictions on the businesses of the combined group or loss of required licenses or other adverse conditions.

Adverse changes in rules and regulations could:

Businesses that offer multiple services, such as video distribution as well as internet and telephony, or that are vertically integrated and offer both video distribution and programming content, often face close regulatory scrutiny from competition authorities in several countries in which the combined group will operate. This is particularly the case with respect to any proposed business combinations, which will often require clearance from national competition authorities. The regulatory authorities in several countries in which the combined group will do business have considered from time to time what access rights, if any, should be afforded to third parties for use of existing cable television networks and have imposed access obligations in certain countries. This has resulted, for example, in obligations with respect to call termination for the telephony business of Liberty Global in Europe, video “must carry” obligations in many markets in which it operates and video and broadband internet access obligations in Belgium and in the Netherlands.

John C. Malone will have significant voting power with respect to corporate matters considered by the shareholders of New Liberty Global.

If the mergers had been completed on December 31, 2012, and based on the assumptions set forth in the section entitled “Liberty Global Corporation Limited Unaudited Condensed Pro Forma Combined Financial Statements”, including the assumption that all of the Virgin Media convertible notes will be converted into the per share VMI merger consideration, John C. Malone would have beneficially owned New Liberty Global shares representing approximately 27% of the aggregate voting power of New Liberty Global, although such shares would have represented only approximately 3% of the assumed outstanding New Liberty Global shares. By virtue of Mr. Malone’s voting power in New Liberty Global, as well as his position as Chairman of its board of directors, Mr. Malone may have significant influence over the outcome of any corporate transaction or other matters submitted to the New Liberty Global shareholders for approval. Mr. Malone will be able to block any such matter which, under English law, requires approval by special resolution (i.e., a resolution approved by the holders of at least 75% of the aggregate voting power of the outstanding New Liberty Global shares, being

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entitled to vote, voting on the resolution), such as amendment of the New Liberty Global articles or the exclusion of preemptive rights. Mr. Malone’s rights to vote or dispose of his equity interests in New Liberty Global will not be subject to any restrictions in favor of New Liberty Global other than as may be required by applicable law and except for customary transfer restrictions pursuant to equity award agreements. In connection with the merger agreement, Mr. Malone and certain related stockholders signed a support agreement with Virgin Media pursuant to which they agreed, subject to certain conditions, to vote the shares of Liberty Global common stock they beneficially own in favor of the adoption of the merger agreement and the New Liberty Global share issuance.

The “Virgin” brand is used by Virgin Media under licenses from Virgin Enterprises Limited and is not under the control of Virgin Media. The activities of the Virgin Group and other licensees could have a material adverse effect on the goodwill of customers towards Virgin Media as a licensee and the licenses from Virgin Enterprises Limited can be terminated in certain circumstances.

The “Virgin” brand is integral to Virgin Media’s corporate identity. Virgin Media is reliant on the general goodwill of consumers towards the Virgin brand. Consequently, adverse publicity in relation to the Virgin Group or its principals, particularly Sir Richard Branson, who is closely associated with the brand, or in relation to another licensee of the “Virgin” name and logo (particularly in the U.K., where Virgin Media does business) could have a material adverse effect on Virgin Media’s reputation, business and results of operations. In addition, the licenses from Virgin Enterprises Limited can be terminated in certain circumstances. For example, Virgin Enterprises Limited can terminate the licenses, after providing Virgin Media with an opportunity to cure, (i) if Virgin Media or any of its affiliates commits persistent and material breaches or a flagrant and material breach of the licenses, (ii) if Virgin Enterprises Limited has reasonable grounds to believe that the use (or lack of use) of the licensed trademarks by Virgin Media has been or is likely to result in a long-term and material diminution in the value of the “Virgin” brand, or (iii) if a third party who is not (or one of whose directors is not) a “fit and proper person”, such as a legally disqualified director or a bankrupt entity, acquires “control” of Virgin Media or, following the mergers, New Liberty Global. Such a termination could have a material adverse effect on Virgin Media’s business and results of operations.

New Liberty Global may not report net earnings.

Liberty Global reported losses from continuing operations of $572.3 million, $807.5 million and $953.7 million during 2012, 2011 and 2010, respectively. In light of Liberty Global’s historical financial performance, we cannot assure you that New Liberty Global will report net earnings in the near future or ever.

New Liberty Global will have substantially greater leverage than Virgin Media has had on a standalone basis prior to the mergers, and the substantial leverage and debt service obligations of New Liberty Global could adversely affect its business.

The indebtedness of Liberty Global and Virgin Media as of December 31, 2012 was approximately $27.5 billion and $9.6 billion, respectively. If the mergers had been completed on December 31, 2012, based on the assumptions set forth in the section entitled “Liberty Global Corporation Limited Unaudited Condensed Pro Forma Combined Financial Statements”, including the assumptions that the Virgin Media group will incur additional indebtedness in connection with the debt financing and the debt pushdown and that all of the Virgin Media convertible notes will be converted into the per share VMI merger consideration, New Liberty Global’s pro forma debt and capital lease obligations would have been approximately $40.1 billion. As a result, on a pro forma basis, New Liberty Global will have a substantially higher leverage ratio (debt and capital lease obligations divided by operating cash flow, as customarily defined by Liberty Global) than Virgin Media has had on a standalone basis prior to the mergers. See “Financing Relating to the Mergers” and “Liberty Global Corporation Limited Unaudited Condensed Pro Forma Combined Financial Statements” for more information.

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The combined group’s substantial indebtedness could have important consequences, including the following: