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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 11)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
SCHEDULE 13D
(AMENDMENT NO. 13)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
-----------------
GENERAL CABLE PLC
(NAME OF SUBJECT COMPANY)
TELEWEST COMMUNICATIONS PLC
(BIDDER)
-----------------
ORDINARY SHARES, PAR VALUE (POUND)1 PER SHARE,
REPRESENTED BY AMERICAN DEPOSITARY SHARES,
EACH OF WHICH REPRESENTS FIVE ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
36930Q101 (AMERICAN DEPOSITARY SHARES)
(CUSIP NUMBER OF CLASS OF SECURITIES)
-----------------
VICTORIA HULL
TELEWEST COMMUNICATIONS PLC
GENESIS BUSINESS PARK
ALBERT DRIVE
WOKING, SURREY GU21 5RW
UNITED KINGDOM
011 44 1483 750 900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
-----------------
COPIES TO:
JEFFREY J. WEINBERG, ESQ.
DAVID S. LEFKOWITZ, ESQ.
WEIL, GOTSHAL & MANGES
ONE SOUTH PLACE
LONDON, EC2M 2WG
ENGLAND
011 44 171 903 1000
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(Continued on the following pages)
(Page 1 of 10 Pages)
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 14D-1
36930Q101
- ------- ---------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON: TELEWEST COMMUNICATIONS PLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- ------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOXS IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ---------------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
00
- ------- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- ------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
ENGLAND AND WALES
- ------- ---------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
361,269,226 ordinary shares*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
98.74%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* See Item 6.
(Page 2 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
- ------- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: TELE-COMMUNICATIONS INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- ------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOXS IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ---------------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
- ------- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- ------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
- ------- ---------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
361,269,226*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
98.74%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
* Such 361,269,226 ordinary shares, par value (pound)1 per share, of General
Cable PLC (the "Subject Shares") may be deemed to be beneficially owned, for
purposes of Sections 13(d) and 14(d) of the Exchange Act, by
Tele-Communications, Inc. ("TCI") by virtue of TCI's beneficial interest in
Telewest Communications plc ("Telewest"). TCI disclaims beneficial interest
in the Subject Shares and the filing of this statement shall not be construed
as an admission by TCI that it is for the purposes of Section 13(d) of the
Exchange Act the beneficial owner of such shares. See Item 6.
(Page 3 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
- ------- ---------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: MEDIAONE GROUP, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: NOT APPLICABLE
- ------- ---------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOXS IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------- ---------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------- ---------------------------------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
- ------- ---------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- ------- ---------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE
- ------- ---------------------------------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
361,269,226*
- ------- ---------------------------------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 7 EXCLUDES CERTAIN SHARES [ ]
- ------- ---------------------------------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 7:
98.74%*
- ------- ---------------------------------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON:
CO
- ------- ---------------------------------------------------------------------------------------------------------
</TABLE>
* All of the Subject Shares may be deemed to be beneficially owned, for
purposes of Sections 13(d) and 14(d) of the Exchange Act, by MediaOne Group,
Inc. ("MediaOne") by virtue of MediaOne's beneficial interest in Telewest.
MediaOne disclaims beneficial interest in the Subject Shares and the filing
of this statement shall not be construed as an admission by MediaOne that it
is for the purposes of Section 13(d) of the Exchange Act the beneficial owner
of such shares. See Item 6.
(Page 4 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
This Amendment No. 11 to Tender Offer Statement on Schedule 14D-1 is being filed
by Telewest Communications plc, a public limited company organized under the
laws of England and Wales ("Telewest"), Tele-Communications, Inc., a Delaware
corporation ("TCI"), and MediaOne Group, Inc., a Delaware corporation
("MediaOne"), and relates to the offer (the "Offer") by Telewest to purchase all
of the outstanding (a) ordinary shares, par value of (pound)1 per share
("General Cable Shares"), of General Cable PLC ("General Cable") and (b)
American Depositary Shares ("General Cable ADSs") of General Cable each
representing five General Cable Shares. The Offer is subject to the terms and
conditions set forth in the Offer to Purchase/Prospectus, dated June 29, 1998,
of Telewest (the "Offer to Purchase"), the disclosure document, dated June 29,
1998, of Telewest (the "Disclosure Document"), the Form of Acceptance, Authority
and Election for the General Cable Shares and the Letter of Transmittal for the
General Cable ADSs.
This Amendment No. 11 to Tender Offer Statement on Schedule 14D-1 supplements
Items 5 and 11 of the Schedule 14D-1, filed by Telewest on June 29, 1998, and
also constitutes Amendment No. 13 to the Schedule 13D filed by Telewest, TCI and
MediaOne relating to General Cable. Capitalized terms used but not defined
herein have the meanings given to them in the Offer to Purchase.
ITEM 5 PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
The response to Items 5(a), (f) and (g) is supplemented as follows:
On October 3, 1998, Telewest gave notice that it was exercising its
rights under Section 429 of the UK Companies Act 1985 to acquire compulsorily
all General Cable shares (including General Cable shares represented by General
Cable ADSs) not already acquired by it pursuant to the Offer. Subject to the
terms contained in such notice, all General Cable shares (including those
represented by General Cable ADSs) not already acquired by Telewest pursuant to
the Offer will be acquired compulsorily at the expiry of six weeks from the date
of the notice. The Offer remains open for acceptance until further notice.
ITEM 11 MATERIAL TO BE FILED AS EXHIBITS:
(A)(1) Offer to Purchase/Prospectus of Telewest, dated June 29, 1998.
(1)
(A)(2) Disclosure Document of Telewest, dated June 29, 1998. (1)
(A)(3) Form of Acceptance, Authority and Election for the General
Cable Shares. (1)
(A)(4) Form of Letter of Transmittal.(1)
(A)(5) Form of Notice of Guaranteed Delivery.(1)
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(1)
(A)(7) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.(1)
(Page 5 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(A)(8) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.(1)
(A)(9) Text of Press Release issued by Telewest dated June 29, 1998.
(2)
(A)(10) Text of Press Release issued by Telewest dated August 4, 1998.
(2)
(A)(11) Letter, dated August 4, 1998, from MediaOne,
Tele-Communications International, Inc. and Cox
Communications, Inc. to Telewest. (2)
(A)(12) Text of Press Release issued by Telewest dated August 19,
1998. (2)
(A)(13) Prospectus Supplement issued by Telewest dated August 20,
1998. (2)
(A)(14) Text of Press Release issued by Telewest dated August 28,
1998. (2)
(A)(15) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(16) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(17) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(18) Text of Press Release issued by General Cable dated September
4, 1998. (2)
(A)(19) Text of Press Release issued by Telewest dated September 7,
1998. (2)
(A)(20) Text of Press Release issued by Telewest dated September 11,
1998. (2)
(A)(21) Text of Press Release issued by Telewest dated September 30,
1998. (2)
(A)(22) Text of Letter dated October 3, 1998 to non-assenting holders
of General Cable shares and General Cable ADSs regarding
compulsory acquisition. (3)
(A)(23) Text of statutory notice dated October 3, 1998 to
non-assenting holders of General Cable shares pursuant to
Section 429(4) of the Companies Act 1985. (3)
(B) Not applicable.
(C)(1) Agreement Relating to the Merger of General Cable and
Telewest, dated March 29, 1998, by and among Telewest, General
Cable, Compagnie Generale des Eaux S.A., and GUHL. (1)
(D) Not applicable.
(E) See Exhibit (a)(1) above.
(F) Not applicable.
(Page 6 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(1) Incorporated by reference to the Registration Statement on Form S-4 of
Telewest (File No. 333-50201).
(2) Previously filed.
(3) Filed herewith.
(Page 7 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 5, 1998
TELEWEST COMMUNICATIONS PLC
By: /s/ Charles Burdick
---------------------------------------------
Name: Charles Burdick
Title: Group Finance Director
TELE-COMMUNICATIONS, INC.
By: /s/ Stephen M. Brett
---------------------------------------------
Name: Stephen M. Brett
Title: Executive Vice President
MEDIAONE GROUP, INC.
By: /s/ Stephen E. Brilz
---------------------------------------------
Name: Stephen E. Brilz
Title: Assistant Secretary
(Page 8 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
EXHIBIT INDEX
-------------
DOCUMENT
NO. DESCRIPTION PAGE NO.
(A)(1) Offer to Purchase/Prospectus of Telewest, dated June 29, 1998.
(1)
(A)(2) Disclosure Document of Telewest, dated June 29, 1998. (1)
(A)(3) Form of Acceptance, Authority and Election for the General
Cable Shares. (1)
(A)(4) Form of Letter of Transmittal.(1)
(A)(5) Form of Notice of Guaranteed Delivery.(1)
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(1)
(A)(7) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.(1)
(A)(8) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.(1)
(A)(9) Text of Press Release issued by Telewest dated June 29, 1998.
(2)
(A)(10) Text of Press Release issued by Telewest dated August 4, 1998.
(2)
(A)(11) Letter, dated August 4, 1998, from MediaOne,
Tele-Communications International, Inc. and Cox
Communications, Inc. to Telewest. (2)
(A)(12) Text of Press Release issued by Telewest dated August 19,
1998. (2)
(A)(13) Prospectus Supplement issued by Telewest dated August 20,
1998. (2)
(A)(14) Text of Press Release issued by Telewest dated August 28,
1998. (2)
(A)(15) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(16) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(A)(17) Text of Press Release issued by Telewest dated September 1,
1998. (2)
(Page 9 of 10 Pages)
<PAGE>
CUSIP NO. 14D-1
36930Q101
(A)(18) Text of Press Release issued by General Cable dated September
4, 1998. (2)
(A)(19) Text of Press Release issued by Telewest dated September 7,
1998. (2)
(A)(20) Text of Press Release issued by Telewest dated September 11,
1998. (2)
(A)(21) Text of Press Release issued by Telewest dated September 30,
1998. (2)
(A)(22) Text of Letter dated October 3, 1998 to non-assenting holders
of General Cable shares and General Cable ADSs regarding
compulsory acquisition. (3)
(A)(23) Text of statutory notice dated October 3, 1998 to
non-assenting holders of General Cable shares pursuant to
Section 429(4) of the Companies Act 1985. (3)
(B) Not applicable.
(C)(1) Agreement Relating to the Merger of General Cable and
Telewest, dated March 29, 1998, by and among Telewest, General
Cable, Compagnie Generale des Eaux S.A., and GUHL. (1)
(D) Not applicable.
(E) See Exhibit (a)(1) above.
(F) Not applicable.
- -----------------------
(1) Incorporated by reference to the Registration Statement on Form S-4 of
Telewest (File No. 333-50201).
(2) Previously filed.
(3) Filed herewith.
(Page 10 of 10 Pages)
EXHIBIT (a)(22)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN
PERSONAL FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL
SERVICES ACT 1986.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED all of your General Cable securities,
please send this letter and the accompanying statutory notice at once to the
purchaser or transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for transmission to the purchaser or
transferee.
IF YOU HAVE ALREADY VALIDLY ACCEPTED the Offer in respect of all your General
Cable securities, you should ignore this letter and the accompanying statutory
notice.
This letter may not be distributed or sent in or into Canada, Australia or
Japan.
------------------------------
J.HENRY SCHRODER & CO. LIMITED
120 CHEAPSIDE
LONDON
EC2V 6DS
3 October 1998
To the holders of General Cable securities who have not validly accepted the
Offer
Dear Sir or Madam
RECOMMENDED OFFER ON BEHALF OF TELEWEST FOR GENERAL CABLE
You will find with this letter a statutory notice which we, on behalf of
Telewest Communications plc ("TELEWEST"), are sending you under the provisions
of section 429 of the Companies Act 1985 in connection with the recommended
offer by J.Henry Schroder & Co. Limited ("SCHRODERS") on behalf of Telewest for
General Cable PLC ("GENERAL CABLE") made on 29 June 1998 (the "OFFER"). Telewest
has acquired or contracted to acquire not less than nine-tenths in value of the
General Cable shares (including General Cable shares represented by General
Cable ADSs) to which the Offer relates and now intends to exercise its right
under section 429 of the Companies Act 1985 to acquire the General Cable shares
(including ordinary shares represented by ADSs) held by you.
Under the provisions of sections 428 to 430F of the Companies Act 1985, the
General Cable shares (including ordinary shares represented by ADSs) now held by
you will be transferred to Telewest at the expiry of six weeks from the date of
the enclosed notice, unless application is made to the Court by you before the
expiry of such period and the Court sees fit to order otherwise. Upon such
transfer, you will be entitled to receive the consideration available under the
terms of the Offer. This consideration will be held in trust by General Cable on
your behalf in accordance with section 430 of the Companies Act 1985, pending
written application by you (including, in respect of certificated shares,
presentation of your General Cable share certificate(s)) to General Cable for
the release of such consideration.
<PAGE>
The Offer remains open for acceptance until further notice and acceptances
received will be handled in accordance with the terms of the Offer except to the
extent that General Cable shares including ordinary shares represented by ADSs
to which an acceptance relates have already been transferred to Telewest
pursuant to sections 428 to 430F of the Companies Act 1985. If you wish to
accept the Offer and receive the consideration to which you are entitled, you
may still do so by completing, signing and returning the Acceptance Form (i) if
you hold General Cable shares by hand or by post to Lloyds Bank Registrars, the
Causeway, Worthing, West Sussex BN99 6DA or by hand only during normal business
hours to Lloyds Bank Registrars, Antholin House, 71 Queen Street, London EC4 or
(ii) if you hold General Cable ADSs, by post to The Bank of New York, Tender &
Exchange Department, P.O. Box 11248, Church Street Station, New York, NY
10286-1248 or by hand or overnight courier to The Bank of New York, Tender &
Exchange Department, 101 Barclay Street, Receive and Deliver Window, New York,
NY 10286.
If you have any questions relating to the matters set out in this letter, please
contact either Lloyds Bank Registrars, The Causeway, Worthing, West Sussex, BN99
6DA (Tel: 01903 702767) (in the case of General Cable shares) or Innisfree M&A
Incorporated, 501 Madison Avenue, 20th floor, New York, NY 100122 (Tel: 888 750
5834) (in the case of General Cable ADSs).
Words and expressions used in this letter have the same meaning as in the Offer
Document, unless stated otherwise
Yours faithfully
for and on behalf of
J. Henry Schroder & Co. Limited
James Steel
Director
Schroders, which is regulated by The Securities and Futures Authority Limited,
is acting for Telewest and no-one else in connection with the Offer and the
procedures under sections 428 to 430F of the Companies Act 1985 and will not be
responsible to anyone other than Telewest for providing the protections afforded
to customers of Schroders or for giving advice in relation to the Offer or the
procedures under sections 428 to 430F of the Companies Act 1985.
If you fail to make a decision by 13 November 1998 and do not apply to the Court
your General Cable shares will be acquired by Telewest pursuant to and in
accordance with Part XIIIA of the Companies Act 1985 on the basis set out above.
EXHIBIT (a)(23)
NOTICE TO NON-ASSENTING SHAREHOLDERS
Pursuant to section 429(4) of the 429(4)
Companies Act 1985 as inserted by
Schedule 12 to the Financial
Services Act 1986
To:
A takeover offer (the OFFER) was made on 29 June 1998 by J. Henry Schroder & Co.
Limited on behalf of Telewest Communications plc (OFFEROR) for the whole of the
ordinary share capital of General Cable PLC (GENERAL CABLE) and any further
ordinary shares which are unconditionally allotted or issued before the date on
which the Offer closes.
The Offeror has, within 4 months of making the Offer, acquired or contracted to
acquire not less than nine-tenths in value of the shares of General Cable to
which the Offer relates. The Offeror gives notice that it now intends to
exercise its right under section 429 of the Companies Act 1985 to acquire the
ordinary shares in General Cable (including ordinary shares represented by ADSs)
held by you.
The terms of the Offer are set out in the offer document dated 29 June 1998. The
terms provide, inter alia, for a consideration of:
for each General Cable share 1.243 new Telewest shares and 65 pence in cash; and
for each General Cable ADS 6.215 new Telewest shares and 325 pence in cash. The
new Offeror shares and ADSs issued pursuant to the Offer will be issued credited
as fully paid and will rank pari passu in all respects with the existing
ordinary shares and ADSs of the Offeror.
The Offer was declared unconditional in all respects on 1 September 1998.
Consequently, if you do not make application to the Court (see below), the
Offeror will acquire your ordinary shares and/or ADSs on the terms referred to
above.
In relation to any acquisition of General Cable ordinary shares under section
429 of the Companies Act 1985, new ordinary shares or ADSs of the Offeror may
not be offered, sold or delivered, directly or indirectly into Canada, Australia
or Japan. Accordingly, the Offeror will arrange for the sale of new ordinary
shares of the Offeror to which any shareholder with a registered address in
Canada, Australia or Japan would otherwise be entitled. Each such shareholder
will receive the proceeds of such sale, net of expenses, on the terms set out in
the Offer Document. Neither the Offeror nor any person acting on its behalf
shall have any liability to any person for any loss or alleged loss arising from
the price or timing of the determination of the market price of new ordinary
shares of the Offeror on the basis set out above.
<PAGE>
NOTE: YOU ARE ENTITLED UNDER SECTION 430C OF THE COMPANIES ACT 1985 TO MAKE
APPLICATION TO THE COURT WITHIN 6 WEEKS OF THE DATE OF THIS NOTICE FOR AN ORDER
EITHER THAT THE OFFEROR SHALL NOT BE ENTITLED AND BOUND TO ACQUIRE YOUR ORDINARY
SHARES IN GENERAL CABLE (INCLUDING ORDINARY SHARES REPRESENTED BY ADSS) OR THAT
DIFFERENT TERMS TO THOSE OF THE OFFER SHALL APPLY TO THE ACQUISITION. IF YOU ARE
CONTEMPLATING SUCH AN ACTION YOU MAY WISH TO SEEK LEGAL ADVICE.
For Telewest Communications plc
3 October 1998
------------------------------
All communications regarding this notice should be sent to Lloyds Bank
Registrars, The Causeway, Worthing, West Sussex BN99 6DA
