A copy of this document, comprising listing particulars relating to Virgin Mobile Holdings (UK) plc (the Company) prepared solely in connection with the proposed offer to certain institutional and professional investors (the Global Offer) of ordinary shares (the Ordinary Shares) in the Company in accordance with the Listing Rules made under section 74 of the Financial Services and Markets Act 2000 (FSMA), has been delivered for registration to the Registrar of Companies in England and Wales pursuant to section 83 of FSMA. Application has been made to the UK Listing Authority for the ordinary share capital of Virgin Mobile Holdings (UK) plc to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange for such share capital to be admitted to trading on the London Stock Exchange’s market for listed securities. It is expected that admission to listing and trading will become effective and that unconditional dealings will commence at 8.00 a.m. on 26 July 2004. All dealings in Ordinary Shares prior to the commencement of unconditional dealings will be on a ‘‘when issued’’ basis and of no effect if Admission does not take place and will be at the sole risk of the parties concerned. The Directors of Virgin Mobile Holdings (UK) plc, whose names appear on page 8 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. These Listing Particulars do not constitute an offer to sell, or the solicitation of an offer to buy, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful. The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), and, subject to certain exceptions, may not be offered or sold within the United States. The Ordinary Shares are being offered and sold outside the United States pursuant to, and in reliance on, Regulation S under the Securities Act (Regulation S) and within the United States only to qualified institutional buyers (QIBs) as defined in Rule 144A under the Securities Act (Rule 144A) in transactions exempt from the registration requirements of the Securities Act. Sellers of the Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Ordinary Shares and the distribution of these Listing Particulars, see paragraph 14 under Part XII: Additional Information—Selling Restrictions and paragraph 15 under Part XII: Additional Information— Investor Representations and Agreements of this document. Prospective investors should read this document in its entirety and, in particular, Part I: Risk Factors when considering an investment in Ordinary Shares. VIRGIN MOBILE HOLDINGS (UK) PLC (incorporated under the Companies Act 1985 and registered in England and Wales with registered number 3741555) Global Offer of 62,500,000 Ordinary Shares of 10p each at a price of 200p per Ordinary Share and admission to the Official List and to trading on the London Stock Exchange Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners JPMorgan Morgan Stanley Co-Lead Manager Investec Ordinary share capital immediately following the Global Offer AuthorisedOrdinary Shares Issued Number Amount of Number Amount 330,000,000 £33,000,000 10p each 250,000,000 £25,000,000 This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, such securities by any person in any circumstances in which such offer or solicitation is unlawful and is not for distribution in or into Australia, Canada, Japan or the United States. The Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions the Ordinary Shares may not be offered or sold in Australia, Canada or Japan or to or for the account of any national, resident or citizen of Australia, Canada or Japan. In connection with the Global Offer, Morgan Stanley Securities Limited (the Stabilising Manager), acting as principal, pursuant to the Over-allotment Arrangements, may acquire, or procure acquirers for, up to 6,250,000 Over-allotment Shares at the Offer Price, for the purposes of allowing the Stabilising Manager to meet over-allocations in connection with the Global Offer and to cover short positions resulting from stabilisation transactions. The Over-allotment Shares made available pursuant to the Over-allotment Arrangements will be issued on the same terms and conditions and will rank pari passu with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on Ordinary Shares and will form a single class for all purposes with the Ordinary Shares. In connection with the Global Offer, the Stabilising Manager acting as principal, may (but will be under no obligation to) over-allot or effect other transactions with a view to supporting the market price of the Ordinary Shares at a level higher than that which might otherwise prevail for a limited period after the Offer Price is announced. Such transactions may be effected on the London Stock Exchange, in the over-the-counter markets or otherwise. There is no obligation on the Stabilising Manager or any of its affiliates to undertake stabilisation transactions. Such transactions, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Save as required by law or regulation, the Stabilising Manager does not intend to disclose the extent of any stabilisation transactions under the Global Offer. J.P. Morgan plc, J.P. Morgan Securities Ltd., Morgan Stanley & Co. International Limited and Morgan Stanley Securities Limited are acting for the Company and the Selling Shareholder and no one else in connection with the Global Offer and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients or for providing advice in relation to the Global Offer. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Selling Shareholder or the Underwriters. Neither the delivery of this document nor any subscription or sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this document or that the information in it is correct as at any time subsequent to the date of this document. The Ordinary Shares offered by this document have not been recommended by any US federal or state securities commission or regulatory authority nor have such authorities confirmed or endorsed the merits of the Global Offer or the accuracy of this document or determined the adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The distribution of this document and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company, the Selling Shareholder or the Underwriters to permit a public offering of the Ordinary Shares. Other than in the United Kingdom, no action has been taken or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Ordinary Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this document, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any 2 such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The contents of this document should not be construed as legal, financial or tax advice. Each prospective investor should consult his, her or its own legal adviser, independent financial adviser or tax adviser for advice. The information contained in this document has been provided by the Company and other sources identified herein. No representation or warranty, express or implied, is made by the Underwriters or the Joint Sponsors named herein or (in each case) any of their parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or of any such persons’ directors, officers or employees as to the accuracy, completeness or fairness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Underwriters or the Joint Sponsors. FORWARD-LOOKING STATEMENTS The statements contained in this document that are not historical facts are ‘‘forward-looking’’ statements (as such term is defined in the US Private Securities Litigation Reform Act of 1995). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Company’s current beliefs and expectations about future events.