<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Telewest Communications plc
- --------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, par value 10 pence per share, represented by American
Depositary Shares, each of which represents ten Ordinary Shares
- --------------------------------------------------------------------------------
(Title of Class of Securities)
87956P 10 5
- --------------------------------------------------------------------------------
(CUSIP Number)
David Miller
General Cable PLC
37 Old Queen Street
London SW1H 9JA
United Kingdom
011-44-171-393-2828
with a copy to:
Morton A. Pierce
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019-6092
(212) 259-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ------------------------------------------- ----------------------------
CUSIP No. 87956P 10 5 Page 2 of 12 Pages
------------------- --- -----
- ------------------------------------------- ----------------------------
- ------- ------------------------------------------------------------------------
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Cable PLC
- ---- ---------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
Not Applicable
- ---- ---------------------------------------------------------------------------
3
SEC USE ONLY
- ---- ---------------------------------------------------------------------------
4
SOURCE OF FUNDS
OO
- ---- ---------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable
- --------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
- ----------------- -------- -----------------------------------------------------
7
SOLE VOTING POWER
NUMBER OF 0
SHARES -------- ---------------------------------------------------
BENEFICIALLY 8
OWNED BY SHARED VOTING POWER
EACH
REPORTING 676,218,460
PERSON
WITH -------- --------------------------------------------------
9
SOLE DISPOSITIVE POWER
0
-------- --------------------------------------------------
10
SHARED DISPOSITIVE POWER
0
- ------- ------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
676,218,460
- ------- ------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
Not Applicable
- ------- ------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.9%
- ------- ------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON
CO
- ------- ------------------------------------------------------------------------
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the ordinary shares, par value 10
pence per share (the "Telewest Ordinary Shares"), and the American Depositary
Shares, each representing ten Telewest Ordinary Shares (the "Telewest ADSs"), of
Telewest Communications plc, a company incorporated under the laws of England
and Wales ("Telewest"). The address of the principal executive offices of
Telewest is Genesis Business Park, Albert Drive, Woking, Surrey GU21 5RW, United
Kingdom.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by General Cable PLC, a company incorporated
under the laws of England and Wales ("General Cable"). The principal
business of General Cable is providing telecommunications services to
the business community and telephone and cable television services to
the residential market in the United Kingdom.
(b) Address: 37 Old Queen Street, London SW1H 9JA, United Kingdom.
(c) Set forth in Schedule I to this Schedule 13D is the name, business
address and present principal occupation or employment of each
executive officer and director of General Cable.
(d) During the last five years, neither General Cable nor, to the best
knowledge of General Cable, any of its executive officers or directors
has been convicted in a criminal proceeding.
(e) During the last five years, neither General Cable nor, to the best
knowledge of General Cable, any of its executive officers or directors
has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violations with respect to such laws.
(f) Set forth in Schedule I to this Schedule 13D is information concerning
the citizenship of the executive officers and directors of General
Cable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the Merger Offer (as defined in Item 4
below), Tele-Communications International, Inc. ("TINTA"), U S WEST INC. ("U S
WEST"), Cox Communications, Inc. ("Cox") and SBC International, Inc. ("SBC"),
each of whom are shareholders of Telewest (collectively, the "Telewest
Shareholders"), entered into an undertaking letter dated as of April 15, 1998
(the "Undertaking Letter"), which is described in Item 4 below. The number of
Telewest Ordinary Shares beneficially owned by each of the Telewest Shareholders
(and in the case of TINTA, Tele-Communications, Inc., the parent company of
TINTA ("TCI")) is described in Item 5 below. General Cable agreed to pay the sum
of (pound)1 on demand in consideration of the Telewest Shareholders entering
into the Undertaking Letter.
Page 3 of 12 Pages
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
On April 15, 1998, the boards of Telewest and General Cable
announced that they agreed the terms of a proposed merger. Subject to the
satisfaction of certain pre-conditions set forth in Appendix I of the Merger
Announcement, which is included as Exhibit 1 to this Schedule 13D, Telewest
intends to make an offer (the "Merger Offer") to holders of General Cable
Ordinary Shares, par value (pound)1 per share (the "General Cable Ordinary
Shares"), including holders of American Depositary Shares, each representing
five General Cable Ordinary Shares (the "General Cable ADSs"), on the following
basis:
For every General Cable 1.243 new Telewest
Ordinary Share Ordinary Shares and 65 pence in cash
For every General 6.215 new Telewest
Cable ADS Ordinary Shares and 325 pence in cash
The terms of the Merger Offer (including the pre-conditions and conditions with
respect thereto) are set forth in Appendix I of the Merger Announcement, which
is included as Exhibit 1 to this Schedule 13D and is incorporated herein in its
entirety by reference.
The Merger Announcement states that Telewest, in order to fund
the cash element of the Merger Offer, proposes to make an issue, by way of open
offer, of approximately 261 million new Telewest Ordinary Shares, at a price of
92.5 pence per Telewest Ordinary Share (the "Pre-emptive Issue"), to Telewest
shareholders (except for certain non-US overseas shareholders) and the holders
of convertible preference shares of Telewest (which preference shares (the
"Convertible Preference Shares") are owned by the Telewest Shareholders and
which are each convertible into one Telewest Ordinary Share) whose names appear
on the Telewest share register on the record date for the Pre-emptive Issue.
The Merger Announcement states that U S WEST, TINTA and Cox
have each undertaken to take up their full entitlement for new Telewest Ordinary
Shares under the Pre-emptive Issue and have also undertaken to subscribe for any
remaining new Telewest Ordinary Shares not taken up under the Pre-emptive Issue
in accordance with the terms of a subscription agreement entered into by such
shareholders. The Merger Offer and the Pre-emptive Issue, together with various
matters relating thereto, are subject to the approval of Telewest shareholders.
In connection with the Merger Offer, the Telewest Shareholders
have severally agreed in the Undertaking Letter to General Cable, in
consideration of General Cable agreeing to pay them the sum of (pound)1 on
demand, to vote in favor of, and (where relevant) to procure that their
respective subsidiaries or wholly-owned limited liability partnerships and TW
Holdings LLC vote in favor of, all resolutions (in each case to the extent
permitted under applicable law or under the Rules of the City Code on Takeovers
and Mergers or the Listing Rules of the London Stock Exchange) to be proposed at
an extraordinary general meeting of Telewest (or an adjournment thereof) held on
or before September 30, 1998, as may be necessary or incidental to approve,
implement and effect the Merger Offer and the Pre-emptive Issue.
Page 4 of 12 Pages
<PAGE>
The foregoing summary of the Undertaking Letter is qualified
in its entirety by reference to the Undertaking Letter included as Exhibit 2 to
this Schedule 13D and incorporated herein in its entirety by reference.
In addition, on March 29, 1998, Telewest entered into an
Agreement Relating to the Merger of General Cable and Telewest (the "Merger
Agreement"), by and among Telewest, General Cable, Compagnie Generale des Eaux
S.A. ("CGE") and General Utilities Holdings Limited ("GUHL"), to facilitate the
acquisition of control of General Cable in the event Telewest made an offer for
the outstanding General Cable Ordinary Shares. Under the Merger Agreement, GUHL,
a subsidiary of CGE and the registered holder of approximately 40.2% of the
General Cable Ordinary Shares, undertook to Telewest that if Telewest announces
and posts to shareholders an offer to acquire all the General Cable Ordinary
Shares in accordance with the terms of the Merger Agreement, it will accept the
offer in respect of the shares it held. Under the Merger Agreement, Telewest
undertook that if such an offer was made, it would use all reasonable endeavors
to ensure that any pre-conditions to the dispatch of the offer document were
satisfied or waived, that the offer document was dispatched as soon as possible
and that certain conditions of such offer were satisfied as soon as practicable.
In addition, Telewest confirmed that the directors who signed the Merger
Agreement on behalf of Telewest confirmed that they will, subject to their
fiduciary duties, recommend that Telewest's shareholders vote in favor of such
resolutions as may be necessary or incidental to approve, implement and effect
such offer and the acquisition by Telewest of General Cable pursuant thereto.
The foregoing summary of the undertakings of Telewest in the
Merger Agreement is qualified in its entirety by reference to the Merger
Agreement included as Exhibit 3 to this Schedule 13D and incorporated herein in
its entirety by reference.
The Merger Announcement states that upon consummation of the
Merger Offer, it is intended that the board of the combined group should
initially consist of 14 directors comprising seven non-executive directors
(designated by U S WEST, TINTA, Cox, SBC and CGE), four executive directors (to
include an executive member of the General Cable board) and three independent
non-executive directors (to include a nomination from the General Cable board).
The Merger Announcement and the Merger Agreement state that
the articles of association of Telewest may be amended in connection with the
Merger Offer. These amendments may include an agreement by Telewest with TCI and
U S WEST that it would not undertake certain actions without their written
consent, including, among other things, any new issues of shares, the
appointment or removal of Telewest's chief executive officer and an increase in
the size of the board of directors to greater than 14 members. The Merger
Announcement and the Merger Agreement state that the agreement of TCI and U S
WEST in relation to these matters would only be required so long as that
shareholder retained a holding of 15% or more of Telewest's voting shares. The
Merger Agreement also states that certain quorum and voting requirements would
be removed from the Telewest articles of association. Such amendments would be
subject to the approval of Telewest shareholders at an extraordinary general
meeting.
Page 5 of 12 Pages
<PAGE>
The foregoing summary of the proposed changes in the board of
directors or management of Telewest is qualified in its entirety by reference to
the Merger Announcement included as Exhibit 1 to this Schedule 13D and to Part A
of Schedule 2 of the Merger Agreement included as Exhibit 3 to this Schedule
13D, which are incorporated herein in its entirety by reference.
The Merger Announcement states that it is proposed that U S
WEST, TINTA, Cox and SBC will convert their entire respective holdings of
Convertible Preference Shares into new Telewest Ordinary Shares upon the Merger
Offer being declared wholly unconditional, subject to at least 25% of Telewest's
issued share capital being maintained in public hands. The Merger Announcement
states that full acceptance of the Merger Offer, completion of the Pre-emptive
Issue and conversion of the Convertible Preference Shares, assuming no exercise
of options under the General Cable share option schemes or the issue of any
other General Cable shares before the Merger Offer closes, would result in the
issue of approximately 1,206 million new Telewest Ordinary Shares, representing
approximately 130% of Telewest's existing issued ordinary share capital.
The foregoing summary of the Merger Offer and the transactions
contemplated thereby, is qualified in its entirety by reference to the Merger
Announcement included as Exhibit 1 to this Schedule 13D and which is
incorporated herein in its entirety by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) According to the Definitive Proxy Statement on
Schedule 14A, dated as of March 31, 1998, filed by Telewest with the Securities
and Exchange Commission (the "Proxy Statement"), each of TCI and U S WEST
beneficially owned 246,111,750 Telewest Ordinary Shares or 26.5% each of the
outstanding Telewest Ordinary Shares, and each of SBC and Cox beneficially owned
91,997,480 Telewest Ordinary Shares or 9.9% each of the outstanding Telewest
Ordinary Shares, as of March 1, 1998.
The Proxy Statement also states that, as of March 1, 1998,
each of TCI and U S WEST beneficially owned 132,638,250 Convertible Preferences
Shares or 26.7% each of the outstanding Convertible Preference Shares, and each
of SBC and Cox beneficially owned 115,395,104 Convertible Preference Shares or
23.3% each of the outstanding Convertible Preference Shares. The Proxy Statement
states that, subject to certain exceptions, a holder of Convertible Preference
Shares is not entitled to convert any of its Convertible Preference Shares into
Telewest Ordinary Shares to the extent that, immediately following such
conversion, the number of Telewest Ordinary Shares in the hands of the public
(as specified in the London Stock Exchange listing rules) would be less than
25%. In addition, the Proxy Statement states that the Telewest Shareholders have
agreed not to convert the Convertible Preference Shares held by them other than
in certain limited circumstances. The Proxy Statement states that, accordingly,
the Telewest Ordinary Shares indicated therein as beneficially owned by each of
the Telewest Shareholders do not include any Telewest Ordinary Shares that may
be issuable upon conversion of Convertible Preference Shares beneficially owned
by such person.
Page 6 of 12 Pages
<PAGE>
As a result of the Undertaking Letter, General Cable may be
deemed to have shared power to vote an aggregate of 676,218,460 Telewest
Ordinary Shares or 72.9% of the outstanding Telewest Ordinary Shares for the
limited purposes described in Item 4 above and in the Undertaking Letter. The
filing of this Schedule 13D shall not be construed as an admission by General
Cable that, for purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, General Cable is the beneficial owner of the Telewest
Ordinary Shares to which this Schedule 13D relates.
To the best knowledge of General Cable, no Telewest Ordinary
Shares are beneficially owned by any of the persons named in Schedule I, except
for such beneficial ownership, if any, arising solely from the Undertaking
Letter.
(c) Neither General Cable nor, to the best knowledge of
General Cable, any person named in Schedule I, has effected any transaction in
Telewest Ordinary Shares during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
Page 7 of 12 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in Items 4 and 5 above, to the best
knowledge of General Cable, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of Telewest,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, of the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
1 Merger Announcement, dated as of April 15, 1998, in
respect of the proposed recommended merger of
Telewest Communications plc and General Cable PLC
2 Letter, dated as of April 15, 1998, by
Tele-Communications International, Inc., U S WEST Inc., Cox
Communications, Inc. and SBC Communications, Inc.
3 Agreement Relating to the Merger of General Cable and
Telewest, dated March 29, 1998, by and among Telewest
Communications plc, General Cable PLC, Compagnie Generale
des Eaux S.A. and General Utilities Holdings Limited
Page 8 of 12 Pages
<PAGE>
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 27, 1998
GENERAL CABLE PLC
By: /s/ David Miller
------------------------
David Miller
Finance Director
Page 9 of 12 Pages
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS OF GENERAL CABLE
Set forth below is the name and principal occupation or employment of each
director and executive officer of General Cable. Unless otherwise indicated, the
business address of each person listed below is 37 Old Queen Street, London SW1H
9JA, United Kingdom. Each person listed below is a citizen of the United
Kingdom, except for Messrs. Banon and Villaneau, who are citizens of France, and
Ms. Tritt, who is a citizen of the United States.
<TABLE>
<CAPTION>
Name and Business Address Title Principal Occupation or Employment
(If Different from Title)
<S> <C> <C>
Sir Anthony Cleaver........................ Chairman, Director Chairman, AEA Technology plc
AEA Technology plc
15 Lower Regent Street
London SW1Y 4LR
United Kingdom
Philippe X. Galteau........................ Vice Chairman, Director
David J. Miller............................ Director, Finance Director
Ian Gray................................... Managing Director
Jean Claude Banon.......................... Director Managing Director, General Utilities
Holdings Limited and General Utilities
PLC
Corporate Representative in the U.K.,
Compagnie Generale des Eaux S.A.
Michel J.C. Villaneau...................... Director Director, Compagnie Generale des Eaux
Compagnie Generale des Eaux S.A.
S.A.
CNIT La Defense
2 place de la Defense, BP415
92053 Paris la Defense Cedex
France
Dr. George G. Gray......................... Director Chairman, Serco Group, plc
Serco Group plc
National Physical Laboratory
Queens Road,
Teddington,
Middlesex TW11 0LW
United Kingdom
</TABLE>
Page 10 of 12 Pages
<PAGE>
<TABLE>
<CAPTION>
Name and Business Address Title Principal Occupation or Employment
(If Different from Title)
<S> <C> <C>
Cheryl A. Tritt............................ Director Partner, Morrison & Foerster LLP
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C.
U.S.A
W.A. (Tony) Rice........................... Director Chief Executive, British Aerospace
British Aerospace Asset Asset Management
Management
Warwick House, PO Box 87
Farnborough Aerospace Centre
Farnborough,
Hampshire GU14 6YU
United Kingdom
</TABLE>
Page 11 of 12 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Merger Announcement, dated as of April 15, 1998, in
respect of the proposed recommended merger of
Telewest Communications plc and General Cable PLC
2 Letter, dated as of April 15, 1998, by
Tele-Communications International, Inc., U S WEST
Inc., Cox Communications, Inc. and SBC
Communications, Inc.
3 Agreement Relating to the Merger of General Cable
and Telewest, dated March 29, 1998, by and among
Telewest Communications plc, General Cable PLC,
Compagnie Generale des Eaux S.A. and General
Utilities Holdings Limited
Page 12 of 12 Pages
<PAGE>
EXHIBIT 1
Not for release, publication or distribution in or into Canada, Australia or
Japan
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
PROPOSED RECOMMENDED MERGER WITH GENERAL CABLE PLC ("GENERAL CABLE")
AND PRE-EMPTIVE ISSUE BY WAY OF OPEN OFFER TO RAISE APPROXIMATELY (Pounds)241
MILLION
HIGHLIGHTS
* On 29 March, 1998, Telewest and General Cable announced that merger
discussions between their two companies were at an advanced stage that
could lead to a recommended offer being made by Telewest for the entire
issued share capital of General Cable.
* The boards of Telewest and General Cable now announce that they have agreed
the terms of a proposed merger which will strengthen the strategic position
of the combined group as a leading cable operator in the UK with interests
in 43 franchises covering approximately 5.8 million homes.
* The combined group will be chaired by Gary Ames, Chairman of U S WEST
International Holdings, Inc.
* The merger will be achieved by way of a recommended offer by Telewest for
all General Cable shares under which:
- holders of General Cable shares will be offered 1.243 new Telewest
shares and 65 pence in cash for every General Cable share held; and
- holders of General Cable ADSs will be offered 6.215 new Telewest
shares and 325 pence in cash for every General Cable ADS held.
* Based on Telewest's closing share price of 88.5 pence on 14 April, 1998,
being the last dealing day prior to this announcement, the Merger Offer
values each General Cable share at 175 pence, each General Cable ADS at
$14.60/(1)/ and the whole of General Cable's issued share capital, fully
diluted for the exercise of all outstanding options, at approximately
(Pounds)649 million.
(1) Exchange rate of (Pounds)1 = $1.669
<PAGE>
* The cash element of the Merger Offer will be financed through a pre-emptive
issue, by way of an open offer, of approximately 261 million new Telewest
shares at a price of 92.5 pence per share. U S WEST, TINTA and Cox have
agreed to subscribe for their full allocation of new Telewest shares under
the Pre-emptive Issue and to subscribe for any new Telewest shares not
subscribed for by other Telewest shareholders.
* General Utilities Holdings Limited, a subsidiary of CGE, has irrevocably
undertaken to accept the Merger Offer in respect of its holding of
146,785,916 General Cable shares, representing approximately 40.2 per cent.
of General Cable's issued share capital.
* The Merger Offer and the Pre-emptive Issue are conditional, inter alia, on
the approval of Telewest shareholders.
* U S WEST, TINTA, Cox and SBC International, Inc. have undertaken to General
Cable to vote (to the extent permitted by applicable law) in favour of all
resolutions to be proposed at the extraordinary general meeting of Telewest
to be convened in connection with the Merger Offer and the Pre-emptive
Issue.
* The posting of the Merger Offer Document is pre-conditional on:
- the completion of Telewest's financing and the obtaining of
appropriate financing consents for the purposes of making the Merger
Offer (including, if necessary, any financing or financing consents
required to implement the potential acquisition of Birmingham Cable
shares); and
- Telewest having obtained confirmation that either General Cable's
existing financing and leasing facilities will continue to be
available following completion of the Merger Offer or that Telewest
will be able to re-finance such facilities.
A further announcement will be made as soon as practicable following the
satisfaction or waiver of these pre-conditions, or the determination by
Telewest that one or both of the pre-conditions will not be satisfied or
waived.
Commenting on the merger, Gary Ames, Chairman of Telewest, said:
"This is an excellent deal for the shareholders of both companies. The
combination of Telewest and General Cable will produce a powerful force in
broadband voice, video and data. The merger is expected to generate financial
benefits from cost savings and operating efficiencies. We believe the combined
group will be better positioned to take advantage of new product development and
growth opportunities such as digital television and internet access in a period
of accelerating technological change.
"This transaction addresses the strategic needs of both Telewest and General
Cable. It will create a stronger platform for the enhancement of shareholder
value through the delivery of superior operating performance. We believe it is
the right response to the developments taking place in our industry at this
time."
Commenting on the merger, Sir Anthony Cleaver, Chairman of General Cable, said:
"By completing this transaction, we believe Telewest and General Cable will
become firmly established as a leading force in the broadband cable and
telephone industry with a highly competitive position in the UK residential and
business telephony markets. We believe Telewest's
<PAGE>
national network and our business data expertise are complementary and will
enable the combined group to exploit access-based voice and data revenue
potential. We expect the combination to strengthen the market position of both
companies to an extent not possible individually."
This highlights section should be read in conjunction with the remaining
sections of this announcement.
15 April, 1998
<TABLE>
<CAPTION>
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PRESS ENQUIRIES
<S> <C> <C> <C>
TELEWEST 01483 750900 GENERAL CABLE 0171 393 2828
Gary Ames Sir Anthony Cleaver
David Van Valkenburg David Miller
Charles Burdick
SCHRODERS 0171 658 6000 BT WOLFENSOHN 0171 982 3720
J.J. McNeil Andrew Grabowski
James Steel
DEWE ROGERSON 0171 638 9571 NATWEST SECURITIES 0171 375 5000
Anthony Carlisle Chris Airey
HILL & KNOWLTON 0171 413 3018
Paul Taffe
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Not for release, publication or distribution in or into Canada, Australia or
Japan
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
PROPOSED RECOMMENDED MERGER WITH GENERAL CABLE PLC ("GENERAL CABLE")
AND PRE-EMPTIVE ISSUE BY WAY OF OPEN OFFER TO RAISE APPROXIMATELY (Pounds)241
MILLION
INTRODUCTION
On 29 March, 1998, Telewest and General Cable announced that merger discussions
between their two companies were at an advanced stage that could lead to a
recommended offer being made by Telewest for the entire issued share capital of
General Cable.
The boards of Telewest and General Cable now announce that they have agreed the
terms of a proposed merger which will strengthen the strategic position of the
combined group as a leading cable operator in the UK with interests in 43
franchises covering approximately 5.8 million homes.
Subject to the satisfaction of the pre-conditions referred to below, Telewest
intends to make an offer to holders of General Cable shares on the following
bases:
<TABLE>
<CAPTION>
<S> <C>
FOR EVERY GENERAL CABLE SHARE 1.243 NEW TELEWEST SHARES AND 65 PENCE IN
CASH
FOR EVERY GENERAL CABLE ADS 6.215 NEW TELEWEST SHARES AND 325 PENCE IN
CASH
</TABLE>
Based on Telewest's closing share price of 88.5 pence on 14 April, 1998, being
the last dealing day prior to this announcement, the Merger Offer values General
Cable's issued share capital, fully diluted for the exercise of all outstanding
options, at approximately (Pounds)649 million and:
* values each General Cable share at 175 pence and each General Cable ADS at
$14.60/(1)/;
* represents a premium of 60.6 per cent. to General Cable's share price at
the close of business on 20 February, 1998, the last business day in London
prior to the announcement by General Cable that it was in discussions which
might lead to an offer; and
* represents a premium of 64.5 per cent. to General Cable's ADS price at the
close of business on 19 February, 1998, the last day on which there was
dealing in General Cable ADSs in New York prior to the announcement by
General Cable that it was in discussions which might lead to an offer.
General Cable ADS holders may elect to receive their entitlement to new Telewest
shares in the form of new Telewest ADSs (each new Telewest ADS representing ten
new Telewest shares).
RATIONALE FOR THE MERGER
The UK cable industry is currently undergoing significant structural change.
Recent corporate activity has highlighted the potential commercial benefits
available from consolidation, principally economies of scale together with
increased purchasing power and operational efficiency.
(1) Exchange rate of (Pounds)1 = $1.669
<PAGE>
The boards of Telewest and General Cable believe that their businesses are
complementary and that benefits will arise from combining them. In addition,
the combined group will be better placed to benefit from the greater scale and
scope of its operations.
The combination of Telewest and General Cable will strengthen the combined
group's position as a leading provider of voice, video and data services. The
combined group is expected to have a stronger competitive position than either
of its constituent companies as a provider of packaged services for residential
and business customers within its franchises. With a national network and local
broadband access to approximately 24 per cent. of all UK households, the
combined group is expected to be a more powerful competitor in business and
residential markets.
The main benefits of the merger are expected to include:
* positioning the combined group to deliver advanced business data services,
digital television and high speed internet access using its broadband
network;
* producing incremental revenue from delivering integrated services to
residential market segments across a larger subscriber base;
* achieving cost savings and scale economies which are expected to arise from
reducing interconnect and programming costs, consolidating network
operations and maintenance, and removing duplicate overheads; and
* developing the combined group's business telephony capabilities using
General Cable's proven expertise in this area and servicing the wholesale
telephony market.
Residential customers
The combined group will exploit its position as a broadband local access
provider to offer competitive and flexible packages of telephony and cable
television services. It is also expected to benefit from increasing residential
use of broadband services, e.g. home working, education and internet access.
The combined group expects to be able to negotiate more favourable programming
arrangements which should improve the performance of its cable television
operations, facilitate the introduction of more flexible customer offerings and
reduce its reliance on dominant suppliers of programming. In addition, larger
franchise clusters will permit more cost effective use of local radio and
newspaper advertising and reducing interconnect and termination costs through
the greater usage of the combined group's network by its customers.
Business customers
The combined group aims to increase penetration of business markets with a range
of facilities-based network services including local, national and international
voice and data services and internet services.
The application of General Cable's specialised focus on business telephony is
expected to make the combined group more competitive in the market for larger
business customers and accelerate the development of the data product offering
to the combined group's customer base.
With the emergence of new services requiring greater bandwidth, the combined
group believes the market for wholesale telecommunications services will
continue to expand. The combined group
<PAGE>
plans to exploit the bandwidth capacity of its national network with a view to
becoming a substantial provider of services to the wholesale market.
Advanced networks
The combined group's local distribution network consists of more than 20,000
miles of plant passing 3.9 million homes. The network architecture benefits
from a deep penetration of fibre optic cable typically down to a cluster of 500
homes. The combined group will benefit from an operational national network
which will link all of the combined group's regional locations. The combined
group's advanced network positions it well for broadband services, including
impulse pay-per-view, high speed internet and data services and digital.
The combined group will benefit from an operational national network which will
link all of the combined group's regional locations. The network is currently
80 per cent. complete and should be finished in August 1998.
The combined group's franchises
As at 31 December, 1997, on a pro forma basis, the combined group would have
included approximately 5.8 million equity homes and the combined group's network
would have passed approximately 3.9 million of these equity homes. As at 31
December, 1997, on a pro forma basis, the combined group would have had
approximately 849,000 equity cable television customers, 1,103,000 equity
residential telephone lines and 167,000 equity business telephone lines.
Reflecting the advanced state of the network build in both companies'
franchises, as at 31 December 1997, the combined group would have been
approximately 65 per cent. built out.
Telewest has previously stated that an element of its strategy is to pursue
strategic franchise acquisitions (and clusters) in the UK if attractive
opportunities become available. Following the announcement of NTL's proposed
acquisition of Comcast, Telewest has initiated the process governing the
exercise of its pre-emption rights in respect of Comcast's 27.45 per cent.
interest in Birmingham Cable. In addition, Telewest intends to initiate the
process governing the exercise of its pre-emption rights in respect of Comcast's
50 per cent. interest in Cable London if NTL's proposed acquisition of Comcast
is completed.
FURTHER DETAILS OF THE MERGER OFFER
Mix and Match Election
General Cable shareholders and ADS holders who validly accept the Merger Offer
may elect to vary the proportions in which they receive new Telewest shares and
cash in respect of their shareholdings and ADS holdings to the extent that other
General Cable shareholders make reciprocal elections. However, the total number
of new Telewest shares to be issued under the Merger Offer and the total amount
of cash to be paid out under the Merger Offer will not be varied as a result of
the Mix and Match Election. To the extent that elections cannot be satisfied in
full, they will be scaled down on a pro rata basis.
Pre-conditions and conditions
The Merger Offer will be made on the terms and subject to the pre-conditions and
the conditions set out in Appendix I, the latter of which will be included in
the Merger Offer Document.
<PAGE>
The Merger Offer and the Pre-emptive Issue, together with various matters
relating thereto, are subject to the approval of Telewest shareholders.
Telewest intends to convene an extraordinary general meeting on or about the
date 30 calendar days after the posting of the Merger Offer Document to consider
the matters necessary or incidental to implement and effect the Merger Offer and
the Pre-emptive Issue. Details regarding the meeting and the matters to be
considered will be contained in documents to be sent to Telewest shareholders in
due course.
Irrevocable commitments
General Utilities Holdings Limited, a subsidiary of CGE, has irrevocably
undertaken in respect of its holding of 146,785,916 General Cable shares,
representing approximately 40.2 per cent. of General Cable's issued share
capital:
* to accept the Merger Offer; and
* to vote in favour of resolutions at any meeting of General Cable's
shareholders in connection with any sale of its interest in Birmingham
Cable to Telewest.
U S WEST, TINTA, Cox and SBC have undertaken to General Cable to vote (to the
extent permitted by applicable law) in favour of all resolutions to be proposed
at the extraordinary general meeting of Telewest to be convened in connection
with the Merger Offer and the Pre-emptive Issue.
Recommendations
The directors of General Cable, who have been so advised by BT Wolfensohn, their
financial adviser, consider the terms of the Merger Offer to be fair and
reasonable. In providing advice to the directors of General Cable, BT
Wolfensohn has taken into account the General Cable directors' commercial
assessments.
The directors of General Cable unanimously intend to recommend General Cable
shareholders to accept the Merger Offer as they intend to do in respect of their
own beneficial holdings.
The directors of Telewest unanimously intend to recommend Telewest shareholders
to vote in favour of the resolutions relating to the Merger Offer and the Pre-
emptive Issue at the appropriate extraordinary general meeting as they intend to
do in respect of their own beneficial holdings.
PRE-EMPTIVE ISSUE
In order to fund the cash element of the Merger Offer, Telewest proposes to make
the Pre-emptive Issue, by way of an open offer, to Qualifying Telewest
shareholders inviting them to subscribe for new Telewest shares. U S WEST,
TINTA and Cox have each undertaken to take up their full entitlement for new
Telewest shares under the Pre-emptive Issue and have also undertaken to
subscribe for any remaining new Telewest shares not taken up under the Pre-
emptive Issue in accordance with the terms of the Subscription Agreement.
It is envisaged that the Pre-emptive Issue will be made, at the time the
documentation relating to the Merger Offer is posted, on the basis of 13 new
Telewest shares for every 71 Telewest shares or Telewest Convertible Preference
shares held at the close of business on the Record Date. Approximately 261
million new Telewest shares are to be issued under the Pre-emptive Issue at a
price of 92.5 pence per share, raising a total cash amount of approximately
(Pounds)241 million (before expenses). Completion of the Pre-emptive Issue will
be conditional upon the approval of Telewest shareholders and the Merger Offer
having become, or been declared, unconditional in all respects.
<PAGE>
Qualifying Telewest shareholders should be aware that the Pre-emptive Issue is
not a rights issue. Entitlements to new Telewest shares will not be
transferable and those not applied for under the Pre-emptive Issue will not be
sold in the market for the benefit of those who do not apply for them. The
rights of Qualifying Telewest shareholders to apply to take up new Telewest
shares under the Pre-emptive Issue will lapse if they are not exercised.
The new Telewest shares issued pursuant to the Pre-emptive Issue will rank pari
passu in all respects with the existing Telewest shares, including the right to
receive all dividends and other distributions declared, made or paid thereafter.
Further information on the Pre-emptive Issue will be announced in due course.
INTER-SHAREHOLDER AGREEMENTS
Telewest has entered into a new relationship agreement with members of the U S
WEST, TINTA, Cox and SBC groups to govern certain aspects of the relationship
between Telewest and these shareholder groups once the Merger Offer becomes or
is declared wholly unconditional. The Relationship Agreement broadly reflects
the arrangements which are already in place between Telewest, U S WEST, TINTA,
Cox and SBC under the various agreements entered into at the time of flotation
of Telewest in 1994 and its merger with SBC CableComms UK in 1995. Under the
Relationship Agreement, Telewest agrees, inter alia, that it will not undertake
any of the following without the written consent in advance of U S WEST and
TINTA:
* any material acquisition or disposal outside the ordinary course of
business;
* borrowing or granting of security in excess of (Pounds)50 million in
aggregate;
* any new issues of shares;
* the appointment or removal of Telewest's Chief Executive Officer; and
* an increase in the size of the board of Directors to greater than 14
members.
Telewest has also agreed that the directors it appoints shall be individuals
that are reasonably acceptable to U S WEST and TINTA. The agreement of U S WEST
and TINTA in relation to the above matters will only be required so long as that
shareholder retains a holding of 15 per cent. or more of Telewest's voting
shares.
It is also proposed that amendments will be made to the articles of association
of Telewest to reflect the revised arrangements which have been agreed between
Telewest and such shareholders. These amendments will require, and the
Relationship Agreement is conditional on, the approval of Telewest shareholders
at the extraordinary general meeting referred to above.
CAPITAL STRUCTURE
Subject to maintaining at least 25 per cent. of Telewest's issued share capital
in public hands, it is proposed that U S West, TINTA, Cox and SBC will convert
their entire respective holdings of Telewest Convertible Preference shares into
new Telewest shares. Conversion of all such shares would result in the issue of
496,066,708 new Telewest shares.
Full acceptance of the Merger Offer, completion of the Pre-emptive Issue and
Conversion, assuming no exercise of options under the General Cable share option
schemes or the issue of any other General Cable shares before the Merger Offer
closes, would result in the issue of approximately
<PAGE>
1,206 million new Telewest shares, representing approximately 130 per cent. of
Telewest's existing issued ordinary share capital.
Following the Merger Offer, Pre-emptive Issue and Conversion, and assuming the
exercise of all options under the General Cable share option schemes, existing
Telewest shareholders would hold approximately 79 per cent. and existing General
Cable shareholders approximately 21 per cent. of the then issued ordinary share
capital of the combined group.
INFORMATION ON TELEWEST
Telewest is a leading provider of cable television and residential and business
cable telephony services in the UK. It owns and operates 28 cable franchises
and has minority equity interests in three UK cable operators which own and
operate nine additional franchises. With approximately 4.4 million equity homes
as at 31 December, 1997, Telewest's total represents approximately 26 per cent.
of franchise UK homes.
Telewest provides a wide variety of cable television, cable-telephony and on-
line services. Such services are provided over a hybrid fibre-coaxial (i.e.
high capacity broadband) network which has been designed to enable Telewest to
provide customers with a wide range of interactive and integrated entertainment,
telecommunications and information services as they become available. Telewest
currently provides analogue services over the network and expects to begin
introducing digital services in one franchise by the end of 1998. Such digital
services may include pay-per-view programming, near-video-on-demand, cable
television internet access, electronic mail, home shopping and banking.
In addition to the construction of a hybrid fibre-coaxial network in each of its
franchises, Telewest is developing an inter-franchise network to link the
individual networks which will carry voice, data and video traffic between the
franchises. The inter-franchise network is currently approximately 80 per cent.
built and is scheduled to be completed by August 1998.
In the year ended 31 December, 1997, Telewest recorded a consolidated loss
before tax of (Pounds)310.7 million (1996: (Pounds)250.9 million) on revenue of
(Pounds)386.5 million (1996: (Pounds)290.3 million). Consolidated net assets at
31 December, 1997 were (Pounds)268.2 million (31 December, 1996: (Pounds)579.9
million).
INFORMATION ON GENERAL CABLE
General Cable is a leading participant in the UK telecommunications industry,
providing telecommunications services to the business community and both
telephone and cable television services to the residential market. The group,
through its interests in The Cable Corporation, Yorkshire Cable and Birmingham
Cable has a presence in nine franchise areas in three of the major markets in
the UK covering approximately 1.7 million homes, representing approximately 7
per cent. of all currently franchised UK homes.
The Cable Corporation, Yorkshire Cable and Birmingham Cable build, lease and
operate integrated broadband communications networks, which are based in the
local loop. Each network is constructed using fibre optic broadband technology
which provides high transmission capacity for the delivery of voice, data, video
and entertainment services. Each franchise generates three principal sources of
revenue in business telecommunications, residential telecommunications and cable
television from one integrated network.
The acquisition of Imminus Limited on 13 March, 1997 has enabled General Cable
to expand the products offered to the business community to include managed data
network services. In addition
<PAGE>
General Cable has a national PTO (Public Telecommunications Operator) licence
through General Telecom, its national business telecoms arm.
Earlier today, General Cable announced preliminary results for the year ended 31
December, 1997, which showed a consolidated loss on ordinary activities before
tax and reorganization costs of (Pounds)52.3 million (1996: loss of (Pounds)29.8
million) on turnover of (Pounds)111.8 million (1996: (Pounds)55.7 million).
Consolidated net assets at 31 December, 1997 were (Pounds)202.3 million (31
December, 1996: (Pounds)317.5 million).
BOARD AND MANAGEMENT
The following changes to the board of Telewest are being made with immediate
effect:
* Fred Vierra, a TINTA nominated director, is stepping down as Chairman and
from the board. Gary Ames, Chairman of U S West International Holdings,
Inc. and an existing non-executive director of Telewest, has been elected
Chairman of Telewest with immediate effect;
* After five and a half years with Telewest and having recently led the
Company through a major restructuring and to the announcement of the
present Merger Offer, Stephen Davidson has decided that it is appropriate
to step down as Chief Executive Officer and from the Telewest board. He
will be replaced as Chief Executive Officer on an interim basis by David
Van Valkenburg, currently Chief Operating Officer of Telewest, pending a
search for a new Chief Executive Officer;
* Stephen Brett, Executive Vice President, Secretary and General Counsel of
Tele-Communications, Inc. has been appointed to the board in place of Fred
Vierra as a TINTA nominated director; and
* Lord Griffiths is stepping down as a non-executive director in order to
make way for the appointment in due course of a General Cable nominee as a
non-executive director.
The board of Telewest wishes to place on record its appreciation of the
significant leadership and service shown by Fred Vierra, Stephen Davidson and
Lord Griffiths during a key period of development for Telewest.
It is intended that the board of the combined group should initially consist of
14 directors comprising seven non-executive directors (designated by U S WEST,
TINTA, Cox, SBC and CGE), four executive directors (to include an executive
member of the General Cable board) and three independent non-executive directors
(to include a nomination from the General Cable board).
EMPLOYEES
Existing employment rights, including pension rights, of employees of both
Telewest and General Cable and their respective subsidiaries will be fully
safeguarded.
OFFER PERIODS
On 23 January, 1998, U S WEST indicated that it was considering its options with
respect to Telewest, which included the possibility of increasing its stake in
the company. Telewest has been informed that U S WEST has no current intention
of making any purchase of shares in Telewest which would result in a requirement
for an offer to be made for the company.
<PAGE>
SETTLEMENT, LISTING AND DEALING
Application will be made to the London Stock Exchange for the new Telewest
shares to be admitted to the Official List, and application will be made for the
quotation of the new Telewest ADSs on NASDAQ.
Further details on settlement, listing and dealing will be included in the
documents to be sent to Telewest and General Cable shareholders in due course.
DOCUMENTS
A circular summarising the background to and reasons for the Merger Offer,
including a notice convening an extraordinary general meeting of Telewest,
together with documentation relating to the Pre-emptive Issue and, for
information only, the Merger Offer, will be sent to Telewest shareholders once
regulatory approval for the documentation has been obtained in both the UK and
the US.
It is intended that the formal Merger Offer Document will be despatched to
General Cable shareholders once regulatory approval for the documentation has
been obtained in both the UK and the US.
It is not expected that any documents will be despatched prior to June 1998.
BIRMINGHAM CABLE
General Cable has approximately a 45.0 per cent. interest in the share capital
of Birmingham Cable. Telewest has approximately a 27.5 per cent. interest in
Birmingham Cable as does Comcast. Telewest Holdings Limited ("THL") and Comcast
are parties to an agreement (the "Co-Ownership Agreement") which regulates THL's
and Comcast's holdings of shares in Birmingham Cable. As a consequence of NTL's
proposed merger with Comcast, announced on 5 February, 1998, THL has the right
(which, subject to price and available financing, it proposes to exercise) to
acquire Comcast's holding of shares in Birmingham Cable whereupon it also has
the right to terminate the Co-Ownership Agreement. If the Co-Ownership
Agreement is not terminated prior to the Merger Offer becoming unconditional,
THL would be willing to undertake to Comcast to procure that General Cable
would, once Telewest had acquired control, offer to sell to Comcast up to fifty
per cent. of its holding in Birmingham Cable (less any shares representing the
interests of the minority shareholders in Birmingham Cable), without prejudice
to THL's rights of pre-emption under the Co-Ownership Agreement. If Comcast is
unwilling to accept THL's undertaking prior to the Merger Offer becoming
unconditional (and if no alternative acceptable to THL and Comcast can be
found), then General Cable has undertaken, subject to compliance by THL with
certain specified procedures, to offer its holding of Birmingham Cable shares,
for sale pursuant to Birmingham Cable's Articles of Association at an aggregate
consideration of (Pounds)100 million, such sale to be completed prior to the
Merger Offer becoming unconditional. Any such sale shall be subject to any
approval required by General Cable shareholders and General Utilities Holdings
Limited has undertaken to vote in favour of any resolution required to obtain
such approval.
GENERAL
Fractions of new Telewest shares will not be allotted or issued to persons
accepting the Merger Offer but will be aggregated and sold in the market and the
net proceeds of sale will not be paid to such shareholders but will be retained
for the benefit of the combined group.
The General Cable shares which are the subject of the Merger Offer will be
acquired fully paid and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and other third
<PAGE>
party rights or interests of any nature whatsoever and together with all rights
now or hereafter attached thereto, including the right to receive and retain all
dividends and other distributions declared, made or paid hereafter.
The new Telewest shares issued pursuant to the Merger Offer will be credited as
fully paid and will rank pari passu in all respects with the existing Telewest
shares, including the right to receive all dividends and other distributions
declared, made or paid hereafter.
The Merger Offer will extend to any General Cable shares issued or
unconditionally allotted before the date on which the Merger Offer closes (or
such earlier date as Telewest may, subject to the City Code, decide).
Appropriate proposals (which will include both cash cancellation and roll-over
alternatives) will be made in due course to participants in the General Cable
share option schemes upon the Merger Offer becoming or being declared
unconditional in all respects.
The Merger Offer will lapse if the acquisition of General Cable is referred to
the Monopolies and Mergers Commission before the later of 3.00 p.m. on the first
closing date of the Merger Offer and the date when the Merger Offer becomes or
is declared unconditional as to acceptances. In such circumstance, the Merger
Offer will cease to be capable of further acceptance and persons accepting the
Merger Offer and Telewest shall thereupon cease to be bound by acceptances
delivered on or before the date on which the Merger Offer so lapses.
Neither Telewest, nor, so far as Telewest is aware, any person acting in concert
with Telewest, owns or controls any General Cable shares or has any option to
acquire any General Cable shares, other than as set out herein.
The Merger Offer will not be made, directly or indirectly in, nor is the Merger
Offer capable of acceptance from, Canada, Japan or the Commonwealth of
Australia, its territories or possessions ("Australia") or by use of the mails
of, or by any means or instrumentality of inter-state or foreign commerce of, or
any facilities of a national securities exchange of, Canada, Japan or Australia
and cannot be accepted by any such use, means or instrumentality or otherwise
from within Canada, Japan or Australia. This includes, but is not limited to,
the post, facsimile transmission, telex and telephones. Accordingly, copies of
this document and the Merger Offer documents are not being, and must not be,
mailed or otherwise distributed or sent in or into, Canada, Japan or Australia.
Persons receiving such documents, (including custodians, nominees and trustees)
must not distribute or send them in, into, or from Canada, Japan or Australia.
The availability of the Merger Offer to persons not resident in the UK or US may
be affected by the laws of the relevant jurisdiction. Persons who are not
resident in the UK or US should inform themselves about and observe any
applicable requirements. Further details in relation to overseas shareholders
will be contained in the Merger Offer Document.
If Telewest is required by the Panel to make an offer for General Cable shares
under the provisions of Rule 9 of the City Code, Telewest may make such
alterations to the conditions of the Merger Offer as are necessary to comply
with the provisions of that Rule.
This announcement does not constitute an offer or an invitation to purchase or
sell any securities.
Appendix II contains details of the financial effects of acceptance of the
Merger Offer.
Appendix III contains definitions of the terms used in this announcement.
<PAGE>
15 April, 1998
________________________________________________________________________________
The directors of Telewest and General Cable are:
<TABLE>
<CAPTION>
<S> <C>
Telewest General Cable
A.G. Ames Sir Anthony Cleaver
S.J. Davidson P.X. Galteau
D.R. Van Valkenburg D.J. Miller
C. J. Burdick I. Gray
A.W.P. Stenham M.J.C. Villaneau
D.J. Evans J.C. Banon
Lord Borrie C.A. Tritt
R.W. Shaner Dr G.G. Gray
J.O. Robbins W.A. Rice
S. M. Brett
</TABLE>
The directors of Telewest accept responsibility for the information contained in
this press announcement other than the information relating to the General Cable
Group, the directors of General Cable and their immediate families. To the best
of the knowledge and belief of the directors of Telewest (who have taken all
reasonable care to ensure such is the case), the information contained in this
press announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
The directors of General Cable accept responsibility for the information
contained in this press announcement relating to General Cable, themselves and
their immediate families. To the best of the knowledge and belief of the
directors of General Cable (who have taken all reasonable care to ensure that
such is the case), the information contained in this press announcement for
which they accept responsibility is in accordance with the facts and does not
omit anything likely to affect the import of the same.
Schroders, which is regulated in the UK by The Securities and Futures Authority
Limited, is acting for Telewest and no one else in connection with the Merger
Offer and the Pre-emptive Issue 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 Merger Offer or the Pre-emptive Issue.
BT Wolfensohn, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for General Cable and no one else in connection
with the Merger Offer and will not be responsible to anyone other than General
Cable for providing the protections afforded to customers of BT Wolfensohn or
for giving advice in relation to the Merger Offer.
Kleinwort Benson Securities Limited is acting as stockbroker to Telewest.
The Merger Offer will not be made, directly or indirectly, in or into Canada,
Australia or Japan.
Registration statements relating to the new Telewest shares and new Telewest
ADSs to be offered in the Merger Offer and the Pre-emptive Issue will be filed
with the US Securities and Exchange Commission and such securities may not be
sold nor may the Merger Offer or the Pre-emptive Issue be accepted in the United
States or by US persons prior to the time such registration statements become
effective. The Merger Offer and the Pre-emptive Issue will be made only by
means of formal offer documentation, which in the US will include a prospectus.
<PAGE>
Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Telewest or of General Cable, owns or controls, or becomes the
owner or controller, directly or indirectly of one per cent. or more of any
class of securities of Telewest or General Cable is generally required under the
provisions of Rule 8 of the City Code to notify the London Stock Exchange and
the Panel of every dealing in such securities during the offer period.
Dealings by Telewest or by General Cable or by their respective "associates"
(within the definition set out in the City Code) in any class of securities of
Telewest or General Cable during the offer period must also be disclosed.
Please consult your financial adviser immediately if you believe this rule may
be applicable to you.
This announcement contains certain statements that are, or may be deemed to be,
forward-looking statements within the meaning of the US securities laws. These
forward-looking statements relate to, among other things, anticipated cost
savings, revenue growth, operating efficiencies and anticipated interests in
equity homes as well as the plans and objectives of the combined group. By
their nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in
the future. There are a number of important factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements, including, but not limited to: the ability of
Telewest successfully to integrate the General Cable business and achieve the
anticipated synergies; the extent consumer preference develops for cable
television over other methods of providing in-home entertainment and for the
combined group as a viable alternative to British Telecommunications plc and
others as a provider of telephony service; the ability of the combined group to
penetrate markets and respond to changes or increases in competition (including
the introduction of digital services by BSkyB or other operators) and adverse
changes in government regulation; the ability of the combined group to manage
growth and expansion; the ability of the combined group to improve operating
efficiencies (including through cost reductions); the ability of the combined
group to construct its network in a cost-efficient and timely manner; the
ability of the combined group to raise additional financing if there is material
adverse change in the combined group's anticipated revenues or expenses or to
finance new initiatives; the extent programming is available at reasonable
costs; adverse changes in the price of telephony interconnection; disruptions in
supply of services and equipment; the ability of Telewest to exercise its pre-
emption rights with respect to Birmingham Cable and Cable London; and the
performance of affiliated companies (which are not controlled by the combined
group). All subsequent written and oral forward-looking statements attributable
to Telewest or General Cable or persons acting on their behalf are expressly
qualified in their entirety by such cautionary statements.
<PAGE>
APPENDIX I - PRE-CONDITIONS AND CONDITIONS OF THE MERGER OFFER
PRE-CONDITIONS
The posting of the Merger Offer will be pre-conditional upon:
1) the completion of Telewest's financing and the obtaining of appropriate
financing consents for the purposes of making the Merger Offer (including,
if necessary, any financing or financing consents required to implement the
potential acquisition of the Birmingham Cable shares as described in the
section entitled "Birmingham Cable"); and
2) the refinancing of existing financing and leasing facilities of the members
of the General Cable Group, or the waiver and amendment by the providers of
such facilities of their rights to withdraw and/or accelerate such
facilities in the event of an acquisition of General Cable by Telewest, in
each case on terms overall materially no less favourable to those currently
applying to such facilities, and in each case upon such waiver and
amendment becoming effective after the satisfaction of any conditions
precedent thereto.
Telewest reserves the right to waive either or both of the pre-conditions above,
in whole or in part.
CONDITIONS
The Merger Offer will be subject to the following conditions:
1) valid acceptances being received (and not, where permitted, withdrawn) by
3.00 p.m. on the first closing date (or such later time(s) and/or date(s)
as Telewest may, subject to the rules of the City Code, decide) in respect
of not less than 90 per cent. in nominal value (or such lesser percentage
as Telewest may decide) of the General Cable shares to which the Merger
Offer relates, provided that unless agreed by the Panel this condition will
not be satisfied unless Telewest (together with any of its wholly owned
subsidiaries) shall have acquired or agreed to acquire, whether pursuant to
the Merger Offer or otherwise, General Cable shares carrying, in aggregate,
more than 50 per cent. of the voting rights then exercisable at general
meetings of General Cable.
For the purposes of this condition:
(a) shares which have been unconditionally allotted but not issued shall
be deemed to carry the voting rights they will carry upon issue; and
(b) the expression "General Cable shares to which the Merger Offer
relates" shall mean (i) General Cable shares which have been issued or
allotted on or before the date the Merger Offer is made; and (ii)
General Cable shares issued or allotted after that date but before the
time at which the Merger Offer closes (or such earlier date, not being
earlier than the date on which the Merger Offer becomes or is declared
unconditional as to acceptances or, if later, the first closing date
of the Merger Offer, as Telewest may decide) but excluding any General
Cable shares which, on the date the Merger Offer is made, are held or
(otherwise than under such a contract as described in Section 428(5)
of the Companies Act 1985 (the "Act")) contracted to be acquired by
Telewest and/or its associates (within the meaning of Section 430E of
the Act);
2) the passing at an extraordinary general meeting of Telewest and/or General
Cable (or at any adjournment thereof) of such resolutions as may be
necessary or incidental to approve,
<PAGE>
implement and effect the Merger Offer and the Pre-emptive Issue and the
acquisition by Telewest of General Cable pursuant thereto;
3) the London Stock Exchange admitting, or (if determined by Telewest and
subject to the consent of the Panel) agreeing to admit, to the Official
List, the new Telewest shares to be issued pursuant to the Merger Offer and
the Pre-emptive Issue and such admission becoming effective in accordance
with the Listing Rules;
4) the new Telewest ADSs issuable pursuant to the Merger Offer and the Pre-
emptive Issue having been approved for quotation on the NASDAQ National
Market, subject to official notice of issuance of such new Telewest ADSs
being given to NASDAQ;
5) necessary registration statements with respect to the Merger Offer and the
Pre-emptive Issue having been declared and remaining effective under the US
Securities Act of 1933, as amended, and no stop order suspending the
effectiveness of such registration statements having been issued and no
proceeding for that purpose having been initiated or threatened by the US
Securities and Exchange Commission;
6) it being indicated in terms satisfactory to Telewest that it is not the
intention of the Secretary of State for Trade and Industry to refer the
proposed acquisition of General Cable by Telewest, or any matters arising
therefrom, to the Monopolies and Mergers Commission;
7) all necessary filings having been made and all applicable waiting periods
under the US Hart-Scott Rodino Antitrust Improvements Act of 1976 and the
regulations thereunder having expired, lapsed or been terminated as
appropriate in each case in connection with the Merger Offer and the
acquisition or proposed acquisition of any shares in, or control of,
General Cable by Telewest;
8) no relevant authority having:
(a) withdrawn or refused to renew, or threatened to withdraw or to refuse
to renew, any licence or permission; or
(b) instituted, implemented or taken, or threatened to take any other
action;
the effect of which would adversely affect the businesses, assets,
prospects or profits of any member of the wider Telewest Group to an extent
which is material in the context of the Telewest Group taken as a whole or
of General Cable or any member of the wider General Cable Group to an
extent which is material in the context of the General Cable Group taken as
a whole, and no such licences or permissions terminating or otherwise
becoming invalid as a result of the Merger Offer or its implementation the
effect of which would adversely affect the businesses, assets, prospects or
profits of General Cable or Telewest or any member of the wider General
Cable Group or the wider Telewest Group to an extent which is material in
the context of the General Cable Group or the Telewest Group, as the case
may be, taken as a whole;
9) no relevant authority having intervened in a way which would or might:
(a) make the Merger Offer, its implementation or the acquisition or
proposed acquisition by any member of the Telewest Group of any shares
in, or control of, General Cable by any member of the Telewest Group,
illegal, void and/or unenforceable in or under the laws of any
relevant jurisdiction, or otherwise materially, whether directly or
indirectly, restrict, restrain, prohibit, delay, or otherwise
materially interfere with or
<PAGE>
challenge the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge or interfere with
the Merger Offer or such acquisition;
(b) require, prevent or materially delay the divestiture or materially
alter the terms envisaged for any proposed divestiture by any member
of the wider Telewest Group or any member of the wider General Cable
Group of all or any portion of their respective businesses, assets or
properties or impose any limitation on the ability of any of them to
conduct any of their respective businesses or to own any of their
respective assets or property or any part thereof in each case to an
extent which is material in the context of the Telewest Group taken as
a whole or the General Cable Group taken as a whole;
(c) impose any limitation on, or result in any material delay in, the
ability of any member of the wider Telewest Group or of the wider
General Cable Group to acquire or to hold or to exercise effectively,
directly or indirectly, any rights of ownership in respect of shares
or other securities in, or to exercise management control over, any
member of the wider General Cable Group or the wider Telewest Group,
in each case to an extent which is material in the context of the
Telewest Group taken as a whole or the General Cable Group taken as a
whole;
(d) require any member of the wider Telewest Group or of the wider General
Cable Group to offer to acquire any shares or securities in any member
of the wider General Cable Group (other than General Cable) or any
member of the wider Telewest Group owned by a third party, in each
case to an extent which would be material in the context of the
Telewest Group or the General Cable Group, as the case may be, taken
as a whole;
(e) result in a material delay in the ability of any member of the
Telewest Group, or render any member of the Telewest Group unable to
acquire some or all of the General Cable shares;
(f) require, prevent or materially delay the divestiture by any member of
the wider Telewest Group of any shares or other securities in General
Cable;
(g) otherwise adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider General Cable Group or
the wider Telewest Group in each case to an extent which is material
in the context of the General Cable Group or the Telewest Group, as
the case may be, taken as a whole;
(h) impose any limitation on the ability of any member of the wider
General Cable Group or the wider Telewest Group to co-ordinate its
business, or any part of it, with the businesses of any other member
of the wider General Cable Group or the wider Telewest Group, as the
case may be, to an extent which is material in the context of the
General Cable Group or the Telewest Group taken as a whole, as the
case may be; or
(i) result in any member of the General Cable Group ceasing to be able to
carry on business under any name which it presently does so,
and all applicable waiting and other time periods during which any relevant
authority could intervene in such a way having expired, lapsed or been
terminated;
<PAGE>
10) all necessary filings having been made, all appropriate waiting periods
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated, in each case in connection with the
Merger Offer or the acquisition of any shares or other securities in, or
control of, General Cable by Telewest, and all authorizations, waivers and
determinations which Telewest reasonably deems necessary or appropriate in
any relevant jurisdiction for or in respect of the Merger Offer or the
acquisition or proposed acquisition of any shares in, or control of,
General Cable by Telewest having been obtained in a form reasonably
satisfactory to Telewest, from all relevant authorities or (without
prejudice to the generality of the foregoing) from any persons or bodies
with whom any member of the wider General Cable Group has entered into
contractual arrangements and such authorizations, waivers and
determinations together with all authorizations, waivers and determinations
necessary or appropriate for any member of the wider General Cable Group to
carry on its business (where such business is material in the context of
the General Cable Group taken as a whole and where the absence of such
authorization, waiver or determination would have a material adverse effect
on the General Cable Group taken as a whole) remaining in full force and
effect and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to
renew any of the same, and all necessary statutory or regulatory
obligations in all relevant jurisdictions having been complied with;
11) except as publicly announced (by the delivery of an announcement to the
Company Announcement Office of the London Stock Exchange) before 15 April,
1998, there being no provision of any arrangement, agreement, licence,
permit, franchise or other instrument to which any member of the wider
General Cable Group is a party, or by or to which any such member or any of
its assets is or are or may be bound, entitled or subject or any
circumstance, which, in each case as a consequence of the Merger Offer or
the acquisition or proposed acquisition by any member of the Telewest Group
of any shares in, or change in the control or management of, General Cable,
would or might reasonably be expected to result in (to an extent which in
each case is material in the context of the General Cable Group taken as a
whole):
(a) any such arrangement, agreement, licence, permit, franchise or
instrument being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or
arising thereunder;
(b) the rights, liabilities, obligations or interests of any member of the
wider General Cable Group under any such arrangement, agreement,
licence or instrument or the interests or business of any such member
in or with any other firm or company or body or person (or any
arrangement or arrangements relating to such business or interests)
being terminated, modified or adversely affected;
(c) any material assets or interests of any such member of the wider
General Cable Group being or falling to be disposed of or charged or
any right arising under which any such asset or interest could be
required to be disposed of or charged otherwise than in the ordinary
course of business;
(d) any material amount of moneys borrowed by, or any other material
indebtedness, actual or contingent, of, or grant available to, any
member of the wider General Cable Group being or becoming repayable,
or capable of being declared repayable immediately or prior to its
stated repayment date, or the ability of any such member to borrow
moneys or incur any material indebtedness being withdrawn or inhibited
or becoming capable of being withdrawn;
<PAGE>
(e) the financial or trading position or prospects or value of any member
of the wider General Cable Group being prejudiced or adversely
affected;
(f) any member of the wider General Cable Group ceasing to be able to
carry on business under any name under which it presently does so; or
(g) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets
or interests of any member of the wider General Cable Group,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit or other instrument to which any member of the
wider General Cable Group is a party or by which any such member or any of
its assets may be bound, entitled or be subject, could result in any of the
events or circumstances as are referred to in sub-paragraphs (a) to (g) of
this condition 11 in any case where such result would be material in the
context of the General Cable Group taken as a whole;
12) except as publicly announced by General Cable (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange) prior to 15 April, 1998, no member of the General Cable Group
having, since 31 December, 1996:
(a) issued or agreed to issue, authorized or proposed the issue of
additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities (save as between General Cable and
wholly-owned subsidiaries of General Cable and save for shares issued
or options granted pursuant to the General Cable share option schemes
before 15 April, 1998) or redeemed, purchased or reduced any part of
its share capital or proposed the redemption, purchase or reduction of
any part of its share capital;
(b) merged with or demerged any body corporate or acquired or (other than
in the ordinary course of business) disposed of, or transferred,
mortgaged or charged or created any security interest over, any assets
or any right, title or interest in any assets (including shares and
trade investments other than in the ordinary course of business) or
made any change in its loan or share capital, authorized or proposed
or announced any intention to propose any merger, demerger,
acquisition, disposal, transfer, mortgage, charge or security interest
(other than in the ordinary course of business) which, in any case, is
material in the context of the General Cable Group taken as a whole;
(c) entered into or varied or announced its intention to enter into or
vary any contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) otherwise than in the
ordinary course of business which is, in any case, material in the
context of the General Cable Group taken as a whole;
(d) issued, authorized or proposed the issue of any debentures or incurred
or increased any indebtedness or contingent liability which is, in any
case, material in the context of the General Cable Group taken as a
whole and not in the ordinary course of business;
(e) recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any bonus, dividend, or other
distribution whether in cash or otherwise other than to General Cable
or to a wholly-owned subsidiary of General Cable;
<PAGE>
(f) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business;
(g) waived or compromised any claim which is material in the context of
the relevant member of the wider General Cable Group;
(h) proposed any voluntary winding up;
(i) entered into or varied or made any offer (which remains open for
acceptance) to enter into or materially vary the terms of any service
agreements with any of the directors of any member of the General
Cable Group ;
(j) entered into any contract, reconstruction, amalgamation, commitment or
other transaction or arrangement which would be materially restrictive
on the business of any member of the General Cable Group or the
Telewest Group;
(k) made any alteration to its memorandum or articles of association or
other incorporation documents; or
(l) entered into any contract, commitment, agreement or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to effect or to
propose any of the transactions, matters or events referred to in this
condition 12;
13) since 31 December, 1996 and except as announced publicly by General Cable
(by the delivery of an announcement to the Company Announcements Office of
the London Stock Exchange):
(a) there having been no receiver, administrative receiver or other
encumbrancer appointed over any material portion of the assets of any
member of the wider General Cable Group or any analogous proceedings
or steps having taken place under the laws of any relevant
jurisdiction and there having been no petition presented for the
administration of any member of the wider General Cable Group or any
equivalent proceedings or steps taken under the laws of any other
jurisdictions;
(b) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits of prospects of any
member of the wider General Cable Group which is material in the
context of the General Cable Group taken as a whole;
(c) save for matters fully and fairly disclosed to Telewest before 15
April, 1998, no litigation or arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced or
threatened by or against or remaining outstanding against any member
of the wider General Cable Group which is material in the context of
the General Cable Group taken as a whole;
(d) no contingent or other liability having arisen or become apparent or
increased which would or might be likely adversely to affect any
member of the wider General Cable Group which is material in the
context of the General Cable Group taken as a whole; and
<PAGE>
(e) no investigation by any relevant authority having been threatened,
announced, implemented or instituted or remaining outstanding in
respect of any member of the wider General Cable Group which, in any
such case, is material in the context of the General Cable Group taken
as a whole;
14) Telewest not having discovered:
(a) that any financial, business or other information concerning the wider
General Cable Group disclosed at any time by or on behalf of any
member of the wider General Cable Group either is misleading or
contains a misrepresentation of fact which is material in the context
of the Merger Offer or omits to state a fact necessary to make any
information contained therein not misleading to an extent which is so
material; or
(b) that any member of the General Cable Group is subject to any liability
(contingent or otherwise) which is not disclosed in the annual report
and accounts of General Cable for the year ended 31 December, 1996 or
the interim report for the six months ended 30 June, 1997 and which is
material in the context of the General Cable Group taken as a whole;
(c) that any past or present member of the wider General Cable Group has
not complied with all applicable laws of any relevant jurisdiction
relating to environmental matters which non-compliance would be likely
to give rise to a material liability (whether actual or contingent) or
cost on the part of any member of the wider General Cable Group which
is, or would be, material in the context of the General Cable Group
taken as a whole;
(d) that there has been an emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on or
about or from any property now or previously owned, or occupied or
made use of by any past or present member of the wider General Cable
Group which would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the wider
General Cable Group which is, or would be, material in the context of
the General Cable Group taken as a whole;
(e) that there is or is likely to be any material liability (whether
actual or contingent) or requirement to make good, repair, re-instate
or clean-up any property now or previously owned, occupied or made use
of by any past or present member of the wider General Cable Group; and
(f) any information which affects the import of any information disclosed
at any time by or on behalf of any member of the wider General Cable
Group which is material in the context of the Merger Offer.
For the purposes of these conditions: (a) "relevant authority" means any central
bank, government, government department or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency, association,
institution or professional or environmental association in any relevant
jurisdiction; (b) a relevant authority shall be regarded as having "intervened"
if it has instituted, implemented, threatened or decided to taken any action,
proceedings, suit, investigation or enquiry, or made, enacted or proposed any
statute, regulation, decision or order, or taken any measures or other steps and
"intervene" shall be construed accordingly; (c) "authorizations" means
authorizations, orders, grants, recognitions, confirmations, consents, licences,
clearances, permissions and approvals; (d) "Telewest Group" means Telewest and
its subsidiary undertakings and the "wider
<PAGE>
Telewest Group" means Telewest and its subsidiary undertakings, associated
undertakings and any other undertaking in which Telewest and such undertakings
(aggregating their interests) have a substantial interest; (e) "General Cable
Group" means General Cable and its subsidiary undertakings and "wider General
Cable Group" means General Cable and its subsidiary undertakings, associated
undertakings and any other undertaking in which General Cable and such
undertakings (aggregating their interests) have a substantial interest and for
these purposes, "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Act and "substantial interest"
means a direct or indirect interest in 20 per cent. or more of the voting equity
capital of an undertaking.
Telewest reserves the right to waive all or any of conditions 6 to 14
(inclusive) above, in whole or in part.
Conditions 6 to 14 (inclusive), if not waived, must be fulfilled or satisfied on
or before midnight on the day which is the later of (a) 21 days after the first
closing date of the Merger Offer and (b) 21 days after the date on which
condition 1 is fulfilled (or in each case such later date as the Panel may
agree) failing which the Merger Offer will lapse. Telewest shall be under no
obligation to waive or treat as satisfied any of conditions 6 to 14 (inclusive)
by a date earlier than the latest date specified above for the satisfaction
thereof notwithstanding that the other conditions of the Merger Offer may at
such earlier date have been waived or fulfilled or satisfied and that there are
at such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment or satisfaction.
<PAGE>
APPENDIX II - FINANCIAL EFFECTS OF ACCEPTANCE
The following table sets out, for illustrative purposes only and on the bases
and assumptions set out below, the financial effects of the Merger Offer on
capital value for a General Cable shareholder and ADS holder accepting the terms
of the Merger Offer if the Merger Offer becomes or is declared unconditional in
all respects:
<TABLE>
<CAPTION>
NOTES PENCE
<S> <C> <C>
INCREASE IN CAPITAL VALUE
Value of Merger Offer per General Cable share
- new Telewest shares (i) 110
- cash 65
_________
- total value 175
Market value of one General Cable share on 20 February, 1998 (ii) 109
_________
Increase in capital value 66
=========
This represents an increase of 60.6%
NOTES $ (v)
INCREASE IN CAPITAL VALUE
Value of Merger Offer per General Cable ADS
- new Telewest shares (i) 9.18
- cash 5.42
_________
- total value 14.60
Market value of one General Cable ADS on 19 February, 1998 (iii) 8.875
_________
Increase in capital value 5.725
=========
This represents an increase of 64.5%
</TABLE>
Notes:
(i) Based on the middle market quotation of a Telewest share of 88.5 pence
as derived from the Official List on 14 April, 1998, the last dealing
date prior to this announcement.
(ii) Based on the middle market quotation of a General Cable share of 109
pence as derived from Official List on 20 February, 1998, the last
business day in London prior to the announcement by General Cable that
it was in discussions which might lead to an offer.
(iii) Based on the closing price of a General Cable ADS of $8 7\8 on NASDAQ
on 19 February, 1998, the last day on which there was dealing in
General Cable ADSs in New York prior to the announcement by General
Cable that it was in discussions which might lead to an offer.
(iv) No account has been taken of any liability to taxation or the
treatment of fractions.
(v) Exchange rate of (Pounds)1 = $1.669
<PAGE>
APPENDIX III - DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Admission" the admission of the new Telewest shares to the
Official List becoming effective in accordance with
the Listing Rules
"Birmingham Cable" Birmingham Cable Corporation Limited
"BT Wolfensohn" BT Wolfensohn, a division of Bankers Trust
International PLC
"Cable London" Cable London plc
"CGE" Compagnie Generale des Eaux S.A.
"City Code" The City Code on Takeovers and Mergers
"closing share price" the middle market quotation as derived from the
Official List
"Comcast" Comcast UK Cable Partners Limited
"combined group" Telewest and its subsidiary undertakings and
associated companies as enlarged by the merger
with General Cable
"Conversion" the proposed conversion by U S West, TINTA, Cox
and SBC of their entire respective holdings of
Telewest Convertible Preference shares into new
Telewest shares upon the Merger Offer being
declared wholly unconditional
"Cox" Cox Communications, Inc.
"General Cable" General Cable PLC
"General Cable ADS holders" holders of General Cable ADSs
"General Cable ADSs" American Depositary Shares of General Cable, each
representing five General Cable shares
"General Cable Group" General Cable and its subsidiary undertakings
"General Cable holders of General Cable shares
shareholders"
"General Cable share the General Cable Group Approved Share Option
option schemes" Scheme, Unapproved Share Option Scheme and 1996
Unapproved Share Option Scheme
"General Cable shares" the existing issued and fully paid ordinary shares
of (Pounds)1 each in the capital of General Cable
and any further such shares which are
unconditionally allotted or issued on or before
the date on which the Merger Offer becomes or is
declared unconditional as to acceptances (or
<PAGE>
such later date as Telewest may decide) including
any such shares which are evidenced by ADSs
"General Telecom" an operating division of the General Cable Group
"Listing Rules" the rules and regulations made by the London Stock
Exchange under the Financial Services Act 1986,
and contained in the London Stock Exchange's
publication of the same name
"London Stock Exchange" London Stock Exchange Limited
"Merger Offer" the merger offer to be made by Schroders on behalf
of Telewest to acquire all of the issued and to be
issued General Cable shares on the terms and
subject to the conditions to be set out in the
Merger Offer Document (including, where the
context permits, any subsequent revision,
variation, extension or renewal thereof)
"Merger Offer Document" the formal offer documentation to be posted by
Telewest to General Cable shareholders relating to
the Merger Offer
"Mix and Match Election" an election available to accepting General Cable
shareholders to vary the proportion of new
Telewest shares and cash receivable under the
Merger Offer to the extent that other General
Cable shareholders make reciprocal elections
"NASDAQ" NASDAQ National Market
"NatWest Securities" NatWest Securities Limited
"new Telewest ADSs" American Depositary Shares of Telewest, each
representing ten new Telewest shares
"new Telewest shares" new ordinary shares of 10 pence each in the
capital of Telewest to be issued pursuant to the
Merger Offer, the Pre-emptive Issue and Conversion
"NTL" NTL Incorporated
"Official List" The Daily Official List of the London Stock
Exchange
"Panel" The Panel on Takeover and Mergers
"Pre-emptive Issue" the issue, by way of open offer, of approximately
261 million new Telewest shares to Qualifying
Telewest shareholders
"Qualifying Telewest Telewest shareholders and the Telewest Convertible
shareholders" Preference shareholders whose
<PAGE>
names appear on the Telewest share register on the
Record Date (except for certain non-US overseas
shareholders)
"Record Date" the record date for the Pre-emptive Issue, which
is expected to be announced in due course
"Relationship Agreement" the agreement dated 15 April 1998 made between U S
WEST International Holdings, Inc., U S WEST UK
Cable, Inc., U S WEST Cable Partnership Holdings,
Inc., Tele-Communications International, Inc.,
United Artists Programming - Europe, Inc., Cox,
Cox U.K. Communications, LP, SBC International,
Inc., Southwestern Bell International Holdings
(UK-1) Corporation and Telewest
"SBC" SBC Communications, Inc.
"Schroders" J. Henry Schroder & Co. Limited
"Subscription Agreement" an agreement dated 15 April, 1998 between
Telewest, U S WEST, TINTA and Cox pursuant to
which U S WEST, TINTA and Cox have undertaken to
take up their full entitlement for new Telewest
shares under the Pre-emptive Issue and have also
undertaken to subscribe for any remaining new
Telewest shares not taken up under the Pre-emptive
Issue
"Telewest" or "Company" Telewest Communications plc
"Telewest ADS holders" holders of Telewest ADSs
"Telewest ADSs" American Depositary Shares of Telewest, each
representing ten Telewest shares
"Telewest Convertible the holders of Telewest Convertible Preference
Preference shareholders" shares
"Telewest Convertible convertible preference shares in the capital of
Preference shares" Telewest which are owned by U S West, TINTA, Cox
and SBC and which are convertible into Telewest
shares on the basis of one Telewest share for
every convertible preference share
"Telewest Group" Telewest and its subsidiary undertakings
"Telewest shareholders" the holders of Telewest shares
"Telewest shares" ordinary shares of 10 pence each in the capital of
Telewest
"The Cable Corporation" The Cable Corporation Limited
"THL" Telewest Holdings Limited, a subsidiary of
<PAGE>
Telewest
"TINTA" Tele-Communications International, Inc.
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland
"US" or the United States America, its territories and
"United States" possessions, any state of the United States and
the District of Columbia
"U S WEST" U S WEST, Inc.
"Yorkshire Cable" The Yorkshire Cable Group Limited
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "associated undertaking" have the respective meanings given by the Companies
Act 1985.
<PAGE>
EXHIBIT 2
To: General Cable PLC (GENERAL CABLE)
15 April 1998
Dear Sirs,
We understand that Telewest Communications plc (TELEWEST) intends to make an
offer for General Cable (the Offer) on the terms and subject to the conditions
set out in the attached press announcement (the Press Announcement).
In consideration of you agreeing to pay us the sum of (Pounds)1 on demand we
hereby severally agree to vote in favour, and (where relevant) to procure that
our respective subsidiaries or wholly-owned limited liability partnerships and
TW Holdings LLC vote in favour of all resolutions (in each case to the extent
permitted under applicable law or under the Rules of the City Code on Takeovers
and Mergers or the Listing Rules of the London Stock Exchange) to be proposed at
an extraordinary general meeting of Telewest (or an adjournment thereof) held on
or before 30 September 1998 as may be necessary or incidental to approve,
implement and effect the Offer and the Pre-emptive Issue (as defined in the
Press Announcement).
We agree that this letter shall be governed by and construed in accordance with
English law and we agree that the Courts of England are to have exclusive
jurisdiction to settle any disputes which may arise in connection with this
letter.
Yours faithfully
/s/ Steve Brett /s/ Gary Ames
................................. ..........................
For and on behalf of For and on behalf of
Tele-Communications International, U S WEST Inc.
Inc.
/s/ Dallas Clement /s/ Robert W. Shaner
............................ ............................
For and on behalf of For and on behalf of
Cox Communications, Inc. SBC International, Inc.
<PAGE>
EXHIBIT 3
29 MARCH 1998
TELEWEST COMMUNICATIONS PLC
GENERAL CABLE PLC
COMPAGNIE GENERALE des EAUX
GENERAL UTILITIES HOLDINGS LIMITED
AGREEMENT RELATING TO THE MERGER OF
GENERAL CABLE AND TELEWEST
<PAGE>
CONTENTS
CLAUSE PAGE
Release of Initial Press Announcement 1
Co-operation by General Cable 1
Recommendation 2
Irrevocable Commitment by CGE and General Utilities 2
Exclusivity 4
Telewest Undertakings 5
Miscellaneous 5
SCHEDULE 1 8
SCHEDULE 2 10
Part A 10
Part B 13
<PAGE>
THIS AGREEMENT is made on 29 March 1998
BETWEEN
TELEWEST COMMUNICATIONS PLC whose registered office is at Genesis Business Park,
Albert Drive, Woking, Surrey GU21 5RW (TELEWEST);
GENERAL CABLE PLC whose registered office is at 37-41 Old Queen Street, London
SW1H 9JA (GENERAL CABLE);
COMPAGNIE GENERALE DES EAUX whose principal office is at 52 Rue d'Anjou, Paris
75008 (CGE); and
GENERAL UTILITIES HOLDINGS LIMITED whose registered office is at 37-41 Old Queen
Street, London SW1H 9JA (GENERAL UTILITIES).
WHEREAS
A. Telewest is considering making an offer for General Cable (the POSSIBLE
OFFER).
B. If Telewest makes an offer for General Cable on the terms and, in all
material respects, subject to the conditions set out in Schedule 2 (the OFFER)
General Utilities and CGE have irrevocably undertaken to accept such Offer.
THIS AGREEMENT WITNESSES AS FOLLOWS:
RELEASE OF INITIAL PRESS ANNOUNCEMENT
1.1 The parties agree to the immediate release of the press announcement in the
form of Schedule 1, with such amendments as J Henry Schroder & Co. Limited and
BT Wolfensohn may approve.
1.2 Telewest agrees to comply with its obligations under Rules 5 and 8 of the
City Code on Takeovers and Mergers (the CODE), to notify the Panel on Takeovers
and Mergers (the PANEL) and the London Stock Exchange of the acquisition of
rights over General Utilities' holding of shares in General Cable and to comply
with its obligation to notify General Cable under section 198 of the Companies
Act 1985.
CO-OPERATION BY GENERAL CABLE
2. General Cable agrees that it shall:
<PAGE>
(a) provide all reasonable assistance as may be requested to enable Telewest to
(i) release an announcement to the Company's Announcement Office of the
London Stock Exchange incorporating the terms and conditions set out in
Schedule 2 (the FORMAL PRESS ANNOUNCEMENT), (ii) make the Offer; and (iii)
prepare all related and ancillary documents in accordance with the
requirements of the Code, the London Stock Exchange, the Securities and
Exchange Commission, NASDAQ National Market and any other legal or
regulatory requirement or body;
(b) provide all reasonable assistance to Telewest as may be required to obtain
the clearances and consents referred to in Schedule 2; and
(c) agree to any extension of time limits in the Code which Telewest requests
(unless it is acting unreasonably) and which the Panel approves.
RECOMMENDATION
3. General Cable hereby confirms that each of its directors has confirmed
that, if the Offer is made, each of these directors will, subject to their
fiduciary duties and their responsibilities under the Code, recommend the Offer
to General Cable's shareholders.
IRREVOCABLE COMMITMENT BY CGE AND GENERAL UTILITIES
4.1 General Utilities hereby warrants and undertakes to Telewest that it is the
sole registered holder and the sole beneficial owner of 146,785,916 ordinary
shares of (Pounds)1.00 each in the capital of General Cable (the SHARES) and the
beneficial owner of one additional such ordinary share and that it holds these
Shares free of any lien, charge, option, equity or encumbrance and it has full
power and authority to enter into this undertaking and to accept the Offer in
respect of the Shares.
4.2 Until such time as the undertakings in this Agreement terminate in
accordance with clause 7.2, (the RELEVANT PERIOD), CGE shall not and shall
procure that each member of the CGE Group (being CGE and its subsidiary
undertakings as defined in the Companies Act 1985) shall not:
(a) sell, transfer, charge, encumber, grant any option over or otherwise
dispose of any Shares or any other shares or securities in General Cable
issued or unconditionally allotted to any member of the CGE Group or
otherwise acquired by any member of the CGE Group before then (FURTHER
SHARES) other than pursuant to its or their acceptance of the Offer;
<PAGE>
(b) accept any other offer in respect of any shares or securities referred to
in sub-clause 4.2(a) (whether it is conditional or unconditional and
irrespective of the means by which it is implemented);
(c) (other than pursuant to the Offer) enter into any agreement or arrangement
or permit any agreement or arrangement to be entered into or incur any
obligation or permit any obligation to arise:
(i) to do any of the acts referred to in sub-clause 4.2(a) or (b);
(ii) in relation to, or operating by reference to, the Shares or any
Further Shares; or
(iii) which, in relation to the Shares or any Further Shares, would or
might restrict or impede any member of the CGE Group accepting
the Offer,
and for the avoidance of doubt, references in this clause 4.2 to any
agreement, arrangement or obligation includes any agreement, arrangement or
obligation whether or not legally binding or subject to any condition or
which is to take effect if the Offer closes or lapses or if this
undertaking ceases to be binding or following any other event; or
(d) purchase, sell or otherwise deal in any shares or other securities of
General Cable or Telewest or any interest therein (including any
derivatives referenced to any such securities).
4.3. General Utilities undertakes that:
(a) if a formal document containing the Offer (the OFFER DOCUMENT) is posted,
it shall accept the Offer in respect of the Shares in accordance with the
procedure for acceptance set out in the Offer Document not later than seven
days after posting of the Offer Document; and
(b) although the terms of the Offer will confer a right of withdrawal on
accepting shareholders, it shall not withdraw or procure the withdrawal of
any acceptances of the Offer; and
(c) Telewest shall acquire the Shares and any Further Shares held by General
Utilities free of any lien, charge, option, equity or encumbrance and
together with all rights of any nature attaching to those shares including
the right to all dividends declared or paid after the date of this
undertaking.
<PAGE>
4.4 CGE undertakes that:
(a) if the Offer Document is posted, it shall accept or procure the acceptance
of the Offer in respect of any Further Shares in accordance with the
procedure for acceptance set out in the Offer Document not later than two
days after the date it or the relevant member of the CGE Group becomes the
registered holder of the Further Shares;
(b) although the terms of the Offer will confer a right of withdrawal on
accepting shareholders, it shall not withdraw or procure the withdrawal of
any acceptances of the Offer; and
(c) Telewest shall acquire the Shares and any Further Shares from each and
every member of the CGE Group free of any lien, charge, option, equity or
encumbrance and together with all rights of any nature attaching to those
shares including the right to all dividends declared or paid after the date
of this undertaking.
4.5 A reference in this undertaking to the OFFER also includes any new,
increased, renewed or revised offer made by or on behalf of Telewest to acquire
shares in General Cable, provided that, having consulted with BT Wolfensohn, J.
Henry Schroder & Co. Limited has written to General Cable stating that, in its
opinion, the terms of such offer are no less favourable to acceptors than the
terms referred to in Schedule 2 and the cash element is no less than the amount
specified in Schedule 2.
EXCLUSIVITY
5.1 During the Relevant Period, General Cable, CGE and General Utilities will
not, and will ensure that their directors, employees, agents, consultants or
professional advisers who are aware of the possible public offer do not:
(a) directly or indirectly solicit, initiate or enter into discussions or
negotiations or otherwise co-operate in any manner with any third party in
relation to:
(i) a bid or other business combination involving General Cable or
any of its subsidiaries; or
(ii) the acquisition of a substantial equity interest in, or a
substantial portion of the assets of, General Cable or any such
subsidiary (together with (i) above being a GENERAL CABLE
TRANSACTION);
(b) provide any information to any third party with a view to that third party
<PAGE>
investigating or entering into a General Cable Transaction, except where
the Code or the Panel or other regulatory authority or the law requires
that General Cable provide the information to the third party;
(c) indicate his willingness, or agree, to do anything after the period of
exclusivity expires which he is not permitted to do during the period of
exclusivity.
5.2 General Cable and CGE will inform Telewest immediately:
(a) if it becomes aware of a proposal or approach from a third party in
relation to a General Cable Transaction;
(b) if it is asked to, or does, provide any information to a third party with a
view to that third party investigating or entering into a General Cable
Transaction; or
(c) if it becomes aware of any breach of the provisions of this agreement or if
it becomes aware of any likely publicity in relation to a possible bid for
General Cable or the future management of General Cable or any subsidiary
of General Cable,
except to the extent prohibited from doing so when General Cable and CGE have
not encouraged such prohibition.
5.3 Nothing in this Agreement shall prohibit or restrict the directors of
General Cable from exercising their fiduciary duties or responsibilities under
the Code to consider (including with advisers) any approach from any third party
in connection with any of the matters referred to in clause 5.1.
5.4 General Cable and CGE confirms that, apart from the discussions with
Telewest, it has not received any proposal or approach from a third party in
relation to any General Cable Transaction, which has not been terminated.
5.5 If any party is required by applicable law, by any applicable regulation or
rule of any relevant stock exchange, or by the Panel on Takeovers and Mergers to
make an announcement, it may make such an announcement provided that it is no
more extensive than is required and it has first consulted the other parties and
sought in good faith to secure the other's agreement to the timing, manner and
content of the announcement.
TELEWEST UNDERTAKINGS
6. Telewest undertakes that, if an Offer is made, it will use all reasonable
<PAGE>
endeavours to ensure that any pre-conditions to despatch of the Offer Document
are satisfied or waived and that the Offer Document is despatched as soon as
possible and shall use all reasonable endeavours to ensure that the conditions
of the Offer set out in Part B of Schedule 2 (Conditions) numbered 2 to 7
(inclusive) are satisfied as soon as practicable. Telewest hereby confirms that
the directors who have signed this Agreement on behalf of Telewest have
confirmed that they will, subject to their fiduciary duties, recommend that
Telewest's shareholders vote in favour of any resolution referred to in the
Condition 2.
MISCELLANEOUS
7.1 The parties acknowledge that they are not entering into this Agreement in
reliance upon on any representation, warranty or undertaking save as expressly
set out herein and, in the absence of fraud, no party shall have any claim or
remedy against any other party in respect of any misrepresentation, untrue
statement, omission or non-disclosure. In particular, CGE's and General
Utilities' undertaking pursuant to clause 4 shall be irrevocable and, in the
absence of fraud, shall not be capable of rescission or termination on the basis
of any information subsequently disclosed by Telewest or General Cable in any
offer document, listing particulars or registration statement or for any other
reason whatsoever.
7.2 The undertakings in this Agreement shall lapse:
(a) if the Formal Press Announcement has not been released by 3.00 p.m. (London
time) on 15 April 1998 (or such later time and/or date as CGE, General
Cable and Telewest may agree); or
(b) if the Formal Press Announcement has been so released before that time but
(i) Telewest releases an announcement on the London Stock Exchange
stating that it is not proceeding to post an offer document and
is therefore withdrawing from making an offer for General Cable
at that time;
(ii) the Offer Document has not been posted by 30 June 1998; or
(iii) the Offer lapses or is withdrawn.
If the undertakings lapse, no party to this Agreement shall have any claim
against any other party except in respect of any prior breach of this Agreement.
<PAGE>
7.3 Any time, date or period mentioned in this Agreement may be extended by
mutual agreement but as regards any time, date or period originally fixed or as
extended, time shall be of the essence.
7.4 CGE and General Utilities each agree that, if either fail to accept or
procure acceptance of the Offer in accordance with the undertaking in clause 4
or breach any of its or their other obligations under this Agreement, damages
would not be an adequate remedy and accordingly Telewest shall be entitled to
the remedy of specific performance and/or other injunctive relief.
7.5 This Agreement is governed by and shall be construed in accordance with the
laws of England.
7.6 Each of the parties agrees that the Courts of England are to have exclusive
jurisdiction to settle any disputes which may arise in connection with this
Agreement.
7.7 CGE shall at all times maintain an agent for service of process and any
other documents in proceedings in England or any other proceedings in connection
with this Agreement. Such agent shall be General Utilities (who hereby
irrevocably agrees to accept such appointment) and any writ, judgement or other
notice of legal process shall be sufficiently served on CGE if delivered to
General Utilities at its address for the time being. CGE hereby irrevocably
undertakes not to revoke the authority contained in this clause.
7.8 This Agreement may be entered into in any number of counterparts and by the
parties to it on separate counterparts, each of which, when executed and
delivered, shall be an original, but all counterparts shall together constitute
one and the same instrument.
<PAGE>
SCHEDULE 1
TELEWEST COMMUNICATIONS PLC (TELEWEST)
GENERAL CABLE PLC (GENERAL CABLE)
The boards of Telewest and General Cable announce that merger discussions
between their two companies are at an advanced stage which may result in a
recommended offer being made by Telewest for the outstanding ordinary shares of
General Cable.
General Utilities Holdings Limited (GUHL), a subsidiary of Compagnie Generale
des Eaux (CGE) has entered into an agreement with Telewest on 29 March 1998
whereby it has agreed that, if Telewest announces a firm intention to make an
offer within prescribed terms on or before 3.00 p.m. on 15 April 1998 (or such
later time or date as shall be agreed), GUHL will irrevocably accept such an
offer in respect of its entire holding of 146,785,916 General Cable ordinary
shares (representing approximately 40 per cent. of General Cable's issued share
capital). The prescribed terms referred to above include the following:
an offer of 1.243 new Telewest shares and 65 pence in cash for every
General Cable share and 0.622 new Telewest ADSs and the equivalent in US$
of 325 pence in cash for each General Cable ADS;
a reorganisation of the board of directors of Telewest so that it will
initially consist of seven non-executive directors (designated by U S WEST
Inc., Tele-Communications Inc., Cox Communications Inc., SBC CableComms
(UK) and CGE), four executives (to include one executive member of the
General Cable board) and three independent non-executive directors (to
include a nomination from the board of General Cable).
It is intended that the cash component of the offer would, if made, be provided
by means of an issue of up to 259 million new Telewest shares, to be
underwritten by major shareholders of Telewest at 92.5 pence per share. It is
envisaged that arrangements will be made to enable Telewest's shareholders to
participate in this issue.
If made on the above terms, an Offer would currently value each General Cable
ordinary share at approximately 182.5 pence per share (based on the closing
price in London of 94.5 pence per Telewest ordinary share on Friday 27 March
1998) and the whole of General Cable's issued ordinary share capital at
<PAGE>
approximately (Pounds)666 million.
The board of General Cable has welcomed these developments and has indicated
that it will recommend the proposed offer if made. Likewise, U S WEST Inc.,
Tele-Communications Inc., SBC CableComms (UK) and Cox Communications Inc. have
indicated their support for the proposed merger.
Further details of the proposed merger will be given as soon as possible. It
must be emphasised, however, that there can be no certainty that these
discussions will result in any proposal being put to General Cable's
shareholders.
PRESS ENQUIRIES
Telewest 01483 750900 General Cable 0171 393 2828
Gary Ames (0171 333 8866) Sir Anthony Cleaver
Cob Stenham (0171 494 4956) David Miller
Charles Burdick
Schroders 0171 658 6597 NatWest Securities 0171 375 8720
James Steel Chris Airey
BT Wolfensohn 0171 982 3720
Andrew Grabowski
<PAGE>
SCHEDULE 2
PART A
1. TERMS
FOR EVERY GENERAL CABLE SHARE 1.243 NEW TELEWEST SHARES
AND
65 PENCE IN CASH
FOR EVERY GENERAL CABLE ADS 0.622 NEW TELEWEST ADSS
AND
THE EQUIVALENT IN US$ OF
325 PENCE IN CASH
The terms will incorporate a mix and match facility to permit preferences
amongst General Cable's securityholders as between cash and new Telewest shares
and new Telewest ADSs to be met, so far as possible, within the overall limits
of approximately 458 million new Telewest shares (whether in share or ADS form)
and (Pounds)240 million cash.
2. BOARD STRUCTURE AND MANAGEMENT
(A) COMPOSITION
The Board of the enlarged group would initially consist of 14 directors
comprising:
seven non-executive directors designated by the five major corporate
shareholders (including CGE);
four executives (to include one executive member of the General Cable
board in a senior role to be agreed); and
three independent non-executive directors, to include a nomination
from the board of General Cable.
(B) CORPORATE SHAREHOLDER REPRESENTATION ON THE BOARD
U S WEST and TCI will each have the right to designate two Telewest
<PAGE>
Board members. Cox, SBC and CGE will each have the right to designate one
Telewest Board member.
(C) CHAIRMAN
The enlarged group would initially be chaired by Gary Ames, a U S WEST
designated director, with Cob Stenham as Deputy Chairman. The Articles
would provide that future chairmen would be elected by the Board in the
ordinary course; there would be no requirement for the chairman to be a
member of any particular director group.
(D) BOARD COMMITTEES
The Telewest Articles would provide that each of U S WEST and TCI would be
entitled to appoint a member of each Board committee. The Articles would
further provide that the Chairman of each Board committee would be
appointed from amongst the independent non-executive directors and that a
majority of the members of each committee would be independent of U S WEST
and TCI.
(E) QUORUM
The special quorum requirements in the existing Telewest Articles would be
removed.
(F) VOTING
The special two thirds voting requirement in the existing Telewest Articles
would be removed.
3. COVENANTS IN FAVOUR OF U S WEST AND TCI
In exchange for TCI and U S WEST agreeing to change the Articles of
Telewest, Telewest would agree and undertake with TCI and U S WEST that
Telewest will not undertake any of the following without the written
consent in advance of TCI and U S WEST:
any major acquisition or disposal outside the ordinary course of
business;
borrowing or granting of security in excess of (Pounds)50 million in
aggregate;
<PAGE>
any new issues of shares;
the appointment or removal of Telewest's Chief Executive Officer;
and
appointment of new directors (other than shareholder representatives).
The agreement of TCI and U S WEST in relation to these matters will only be
required so long as that shareholder retains a holding of 15% or more of
Telewest's voting shares.
4. IRREVOCABLE COMMITMENTS TO VOTE
Each of U S WEST, TCI, SBC and Cox will irrevocably undertake (except to the
extent precluded by The London Stock Exchange or the Panel) to vote in favour of
all shareholder resolutions required to implement the Offer, the revisions of
the Telewest Articles and the other proposals set out in this Schedule.
<PAGE>
PART B
CONDITIONS AND FURTHER TERMS OF THE OFFER
CONDITIONS
The posting of the Offer will be subject to the following pre-conditions:
1. the completion of Telewest's financing and the obtaining of appropriate
consents for the purposes of making the Offer;
2. the re-financing of General Cable's existing financing and leasing
facilities or the waiver by the providers of such facilities of their
rights to withdraw such facilities in the event of an acquisition of
General Cable by Telewest, in each case on terms overall materially no less
favourable to those currently applying to such facilities.
Telewest reserves the right to waive all or any of the conditions above, in
whole or in part.
The Offer will be subject to the following conditions:
1. valid acceptances being received (and not, where permitted, withdrawn) by
3.00 p.m. on the first closing date (or such later time(s) and/or date(s)
as Telewest may, subject to the rules of the City Code, decide) in respect
of not less than 90 per cent. in nominal value (or such lesser percentage
as Telewest may decide) of the General Cable Shares to which the Offer
relates, provided that unless agreed by the Panel this condition will not
be satisfied unless Telewest (together with any of its wholly owned
subsidiaries) shall have acquired or agreed to acquire, whether pursuant to
the Offer or otherwise, General Cable Shares carrying, in aggregate, more
than 50 per cent. of the voting rights then exercisable at general meetings
of General Cable.
For the purposes of this condition:
(a) shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights they will carry upon
issue; and
(b) the expression "General Cable Shares/1/ to which the Offer
relates" shall mean (i) General Cable Shares which have been
issued or allotted on or before the date the Offer is made; and
(ii) General Cable Shares issued or allotted after that date but
before the time at which the Offer closes (or such earlier date,
not being earlier than
__________
/1/ Definition of General Cable shares evidenced by ADSs.
<PAGE>
the date on which the Offer becomes or is declared unconditional
as to acceptances or, if later, the first closing date of the
Offer, as Telewest may decide) but excluding any General Cable
Shares which, on the date the Offer is made, are held or
(otherwise than under such a contract as described in Section
428(5) of the Companies Act 1985 (the ACT)) contracted to be
acquired by Telewest and/or its associates (within the meaning of
Section 430E of the Act);
2. the passing at an extraordinary general meeting of Telewest (or at any
adjournment thereof) of such resolutions as may be necessary or incidental
to approve, implement and effect the Offer and the acquisition by Telewest
of General Cable pursuant thereto;
3. the London Stock Exchange admitting, or (if determined by Telewest and
subject to the consent of the Panel) agreeing to admit, to the Official
List, the new Telewest Shares to be issued pursuant to the Offer and such
admission becoming effective in accordance with the Listing Rules;
4. the new Telewest ADSs issuable pursuant to the Offer having been approved
for quotation on the NASDAQ National Market, subject to official notice of
issuance of such new Telewest ADSs being given to NASDAQ;
5. necessary registration statements with respect to the Offer having been
declared and remaining effective under the US Securities Act of 1933, as
amended, and no stop order suspending the effectiveness of such
registration statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the US Securities and
Exchange Commission;
6. it being indicated in terms satisfactory to Telewest that it is not the
intention of the Secretary of State for Trade and Industry to refer the
proposed acquisition of General Cable by Telewest, or any matters arising
therefrom, to the Monopolies and Mergers Commission;
7. all necessary filings having been made and all applicable waiting periods
under the United States Hart-Scott Rodino Antitrust Improvements Act of
1976 and the regulations thereunder having expired, lapsed or been
terminated as appropriate in each case in connection with the Offer and the
acquisition or proposed acquisition of any shares in, or control of,
General Cable by Telewest;
<PAGE>
8. no relevant authority having:
(a) withdrawn or refused to renew, or threatened to withdraw or to
refuse to renew, any licence or permission; or
(b) instituted, implemented or taken, or threatened to take any
other action;
the effect of which would adversely affect the businesses, assets,
prospects or profits of any member of the wider Telewest Group to an extent
which is material in the context of the Telewest Group taken as a whole or
of General Cable or any member of the wider General Cable Group to an
extent which is material in the context of the General Cable Group taken as
a whole, and no such licences or permissions terminating or otherwise
becoming invalid as a result of the Offer or its implementation the effect
of which would adversely affect the businesses, assets, prospects or
profits of General Cable or Telewest or any member of the wider General
Cable Group or the wider Telewest Group to an extent which is material in
the context of the General Cable Group or the Telewest Group, as the case
may be, taken as a whole;
9. no relevant authority having intervened in a way which would or might:
(a) make the Offer, its implementation or the acquisition or proposed
acquisition by any member of the Telewest Group of any shares in,
or control of, General Cable by any member of the Telewest Group,
illegal, void and/or unenforceable in or under the laws of any
relevant jurisdiction, or otherwise materially, whether directly
or indirectly, restrict, restrain, prohibit, delay, or otherwise
materially interfere with or challenge the implementation of, or
impose additional conditions or obligations with respect to, or
otherwise challenge or interfere with the Offer or such
acquisition;
(b) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the wider Telewest Group or any member of the
wider General Cable Group of all or any portion of their
respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct any of their
respective businesses or to own any of their respective assets or
property or any part thereof in each case to an extent which is
material in the context of the Telewest Group taken as a whole or
the General Cable Group taken as a whole;
<PAGE>
(c) impose any limitation on, or result in any material delay in, the
ability of any member of the wider Telewest Group or of the wider
General Cable Group to acquire or to hold or to exercise
effectively, directly or indirectly, any rights of ownership in
respect of shares or other securities in, or to exercise
management control over, any member of the wider General Cable
Group or the wider Telewest Group, in each case to an extent
which is material in the context of the Telewest Group taken as a
whole or the General Cable Group taken as a whole;
(d) require any member of the wider Telewest Group or of the wider
General Cable Group to offer to acquire any shares or securities
in any member of the wider General Cable Group (other than
General Cable) or any member of the wider Telewest Group owned by
a third party, in each case to an extent which would be material
in the context of the Telewest Group or the General Cable Group,
as the case may be, taken as a whole;
(e) result in a material delay in the ability of any member of the
Telewest Group, or render any member of the Telewest Group unable
to acquire some or all of the General Cable Shares;
(f) require, prevent or materially delay the divestiture by any
member of the wider Telewest Group of any shares or other
securities in General Cable;
(g) otherwise adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider General Cable
Group or the wider Telewest Group in each case to an extent which
is material in the context of the General Cable Group or the
Telewest Group, as the case may be, taken as a whole;
(h) impose any limitation on the ability of any member of the wider
General Cable Group or the wider Telewest Group to co-ordinate
its business, or any part of it, with the businesses of any other
member of the wider General Cable Group or the wider Telewest
Group, as the case may be, to an extent which is material in the
context of the General Cable Group or the Telewest Group taken as
a whole, as the case may be; or
(i) result in any member of the General Cable Group ceasing to be
able to carry on business under any name which it presently does
so,
<PAGE>
and all applicable waiting and other time periods during which any relevant
authority could intervene in such a way having expired, lapsed or been
terminated;
10. all necessary filings having been made, all appropriate waiting periods
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated, in each case in connection with the
Offer or the acquisition of any shares or other securities in, or control
of, General Cable by Telewest, and all authorizations, waivers and
determinations which Telewest reasonably deems necessary or appropriate in
any relevant jurisdiction for or in respect of the Offer or the acquisition
or proposed acquisition of any shares in, or control of, General Cable by
Telewest having been obtained in a form reasonably satisfactory to
Telewest, from all relevant authorities or (without prejudice to the
generality of the foregoing) from any persons or bodies with whom any
member of the wider General Cable Group has entered into contractual
arrangements and such authorizations, waivers and determinations together
with all authorizations, waivers and determinations necessary or
appropriate for any member of the wider General Cable Group to carry on its
business (where such business is material in the context of the General
Cable Group taken as a whole and where the absence of such authorization
waiver or determination would have a material adverse effect on the General
Cable Group taken as a whole) remaining in full force and effect and all
filings necessary for such purpose having been made and there being no
notice or intimation of any intention to revoke or not to renew any of the
same, and all necessary statutory or regulatory obligations in all relevant
jurisdictions having been complied with;
11. except as publicly announced (by the delivery of an announcement to the
Company Announcement Office of the London Stock Exchange) before
[Announcement Date], there being no provision of any arrangement,
agreement, licence, permit, franchise or other instrument to which any
member of the wider General Cable Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or
subject or any circumstance, which, in each case as a consequence of the
Offer or the acquisition or proposed acquisition by any member of the
Telewest Group of any shares in, or change in the control or management of,
General Cable, would or might reasonably be expected to result in (to an
extent which in each case is material in the context of the General Cable
Group taken as a whole):
(a) any such arrangement, agreement, licence, permit, franchise or
<PAGE>
instrument being terminated or adversely modified or affected or
any obligation or liability arising or any adverse action being
taken or arising thereunder;
(b) the rights, liabilities, obligations or interests of any member
of the wider General Cable Group under any such arrangement,
agreement, licence or instrument or the interests or business of
any such member in or with any other firm or company or body or
person (or any arrangement or arrangements relating to such
business or interests) being terminated, modified or adversely
affected;
(c) any material assets or interests of any such member of the wider
General Cable Group being or falling to be disposed of or charged
or any right arising under which any such asset or interest could
be required to be disposed of or charged otherwise than in the
ordinary course of business;
(d) any material amount of moneys borrowed by, or any other material
indebtedness, actual or contingent, of, or grant available to,
any member of the wider General Cable Group being or becoming
repayable, or capable of being declared repayable immediately or
prior to its stated repayment date, or the ability of any such
member to borrow moneys or incur any material indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn;
(e) the financial or trading position or prospects or value of any
member of the wider General Cable Group being prejudiced or
adversely affected;
(f) any member of the wider General Cable Group ceasing to be able to
carry on business under any name under which it presently does
so; or
(g) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interests of any member of the wider General
Cable Group,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit or other instrument to which any member of the
wider General Cable Group is a party or by which any such member or any of
its assets may be bound, entitled or be subject, could result in any of the
events or circumstances as are referred to in sub-paragraphs (a) to (g) of
this condition 11 in any case where such result
<PAGE>
would be material in the context of the General Cable Group taken as a
whole;
12. except as publicly announced by General Cable (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange) prior to [Announcement Date], no member of the General Cable
Group having, since 31 December 1996:
(a) issued or agreed to issue, authorized or proposed the issue of
additional shares of any class, or securities convertible into,
or rights, warrants or options to subscribe for or acquire, any
such shares or convertible securities (save as between General
Cable and wholly-owned subsidiaries of General Cable and save for
shares issued or options granted pursuant to the [General Cable
Share Option Schemes] before [Announcement Date]) or redeemed,
purchased or reduced any part of its share capital or proposed
the redemption, purchase or reduction of any part of its share
capital;
(b) merged with or demerged any body corporate or acquired or (other
than in the ordinary course of business) disposed of, or
transferred, mortgaged or charged or created any security
interest over, any assets or any right, title or interest in any
assets (including shares and trade investments other than in the
ordinary course of business) or made any change in its loan or
share capital, authorized or proposed or announced any intention
to propose any merger, demerger, acquisition, disposal, transfer,
mortgage, charge or security interest (other than in the ordinary
course of business) which, in any case, is material in the
context of the General Cable Group taken as a whole;
(c) entered into or varied or announced its intention to enter into
or vary any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise)
otherwise than in the ordinary course of business which is, in
any case, material in the context of the General Cable Group
taken as a whole;
(d) issued, authorized or proposed the issue of any debentures or
incurred or increased any indebtedness or contingent liability
which is, in any case, material in the context of the General
Cable Group taken as a whole and not in the ordinary course of
business;
(e) recommended, declared, paid or made, or proposed the
<PAGE>
recommendation, declaration, paying or making of, any bonus,
dividend, or other distribution whether in cash or otherwise
other than to General Cable or to a wholly-owned subsidiary of
General Cable;
(f) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(g) waived or compromised any claim which is material in the context
of the relevant member of the wider General Cable Group;
(h) proposed any voluntary winding up;
(i) entered into or varied or made any offer (which remains open for
acceptance) to enter into or materially vary the terms of any
service agreements with any of the directors of any member of the
General Cable Group;
(j) entered into any contract, reconstruction, amalgamation,
commitment or other transaction or arrangement which would be
materially restrictive on the business of any member of the
General Cable Group or the Telewest Group;
(k) made by alteration to its memorandum or articles of association
or other incorporation documents; or
(l) entered into any contract, commitment, agreement or arrangement
or passed any resolution or made any offer (which remains open
for acceptance) with respect to or announced an intention to
effect or to propose any of the transactions, matters or events
referred to in this condition 12;
13. since 31 December 1996 and except as announced publicly by General Cable
(by the delivery of an announcement to the Company Announcements Office of
the London Stock Exchange):
(a) there having been no receiver, administrative receiver or other
encumbrancer appointed over any material portion of the assets of
any member of the wider General Cable Group or any analogous
proceedings or steps having taken place under the laws of any
relevant jurisdiction and there having been no petition presented
for
<PAGE>
the administration of any member of the wider General Cable Group
or any equivalent proceedings or steps taken under the laws of
any other jurisdictions;
(b) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of
prospects of any member of the wider General Cable Group which is
material in the context of the General Cable Group taken as a
whole;
(c) save for matters fully and fairly disclosed to Telewest before
[Announcement Date] no litigation or arbitration proceedings,
prosecution or other legal proceedings having been instituted,
announced or threatened by or against or remaining outstanding
against any member of the wider General Cable Group which is
material in the context of the General Cable Group taken as a
whole;
(d) no contingent or other liability having arisen or become apparent
or increased which would or might be likely adversely to affect
any member of the wider General Cable Group which is material in
the context of the General Cable Group taken as a whole; and
(e) no investigation by any relevant authority having been
threatened, announced, implemented or instituted or remaining
outstanding in respect of any member of the wider General Cable
Group which, in any such case, is material in the context of the
General Cable Group taken as a whole;
14. Telewest not having discovered:
(a) that any financial, business or other information concerning the
wider General Cable Group disclosed at any time by or on behalf
of any member of the wider General Cable Group either is
misleading or contains a misrepresentation of fact which is
material in the context of the Offer or omits to state a fact
necessary to make any information contained therein not
misleading to an extent which is so material; or
(b) that any member of the General Cable Group is subject to any
liability (contingent or otherwise) which is not disclosed in the
annual report and accounts of General Cable for the year ended 31
December 1996 or the interim report for the six months ended 30
June 1997 and which is material in the context of the General
Cable
<PAGE>
Group taken as a whole;
(c) that any past or present member of the wider General Cable Group
has not complied with all applicable laws of any relevant
jurisdiction relating to environmental matters which non-
compliance would be likely to give rise to a material liability
(whether actual or contingent) or cost on the part of any member
of the wider General Cable Group which is, or would be, material
in the context of the General Cable Group taken as a whole;
(d) that there has been an emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on
or about or from any property now or previously owned, or
occupied or made use of by any past or present member of the
wider General Cable Group which would be likely to give rise to
any liability (whether actual or contingent) or cost on the part
of any member of the wider General Cable Group which is, or would
be, material in the context of the General Cable Group taken as a
whole;
(e) that there is or is likely to be any material liability (whether
actual or contingent) or requirement to make good, repair, re-
instate or clean-up any property now or previously owned,
occupied or made use of by any past or present member of the
wider General Cable Group;
(f) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider
General Cable Group which is material in the context of the
Offer.
For the purposes of these conditions: (a) "relevant authority" means any central
bank, government, government department or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency, association,
institution or professional or environmental association in any relevant
jurisdiction; (b) a relevant authority shall be regarded as having "intervened"
if it has instituted, implemented, threatened or decided to taken any action,
proceedings, suit, investigation or enquiry, or made, enacted or proposed any
statute, regulation, decision or order, or taken any measures or other steps and
"intervene" shall be construed accordingly; (c) "authorizations" means
authorizations, orders, grants, recognitions, confirmations, consents, licences,
clearances, permissions and approvals; (d) "Telewest Group" means Telewest and
its subsidiary undertakings and the "wider Telewest Group" means Telewest and
its subsidiary undertakings, associated undertakings and any other
<PAGE>
undertaking in which Telewest and such undertakings (aggregating their
interests) have a substantial interest; (e) "General Cable Group" means General
Cable and its subsidiary undertakings and "wider General Cable Group" means
General Cable and its subsidiary undertakings, associated undertakings and any
other undertaking in which General Cable and such undertakings (aggregating
their interests) have a substantial interest and, for these purposes,
"subsidiary undertaking", "associated undertaking" and "undertaking" have the
meanings given by the Act and "substantial interest" means a direct or indirect
interest in 20 per cent. or more of the voting equity capital of an undertaking.
Telewest reserves the right to waive all or any of conditions 6 to 14
(inclusive) above, in whole or in part.
Conditions 6 to 14 (inclusive), if not waived, must be fulfilled or satisfied on
or before midnight on the day which is the later of (a) 21 days after the first
closing date of the Offer and (b) 21 days after the date on which condition 1 is
fulfilled (or in each case such later date as the Panel may agree) failing which
the Offer will lapse. Telewest shall be under no obligation to waive or treat as
satisfied any of conditions 6 to 14 (inclusive) by a date earlier than the
latest date specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or
fulfilled or satisfied and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment or
satisfaction.
If Telewest is required by the Panel to make an offer for General Cable Shares
under the provisions of Rule 9 of the City Code, Telewest may make such
alterations to the conditions of the Offer, including to condition 1 above, as
are necessary to comply with the provisions of that Rule.
The Offer will lapse if the acquisition of General Cable is referred to the
Monopolies and Mergers Commission before the later of 3.00 p.m. on the first
closing date of the Offer and the date when the Offer becomes or is declared
unconditional as to acceptances. In such circumstances, the Offer will cease to
be capable of further acceptance and persons accepting the Offer and Telewest
shall thereupon cease to be bound by acceptances delivered on or before the date
on which the Offer so lapses.
The Offer will comply with the rules and regulations of the London Stock
Exchange and with the City Code.
Fractions of new Telewest Shares and ADSs will not be allocated or issued to
accepting General Cable shareholders. Fractional entitlements to the new
<PAGE>
Telewest Shares and ADSs will be aggregated and sold in the market and the net
proceeds of sales distributed pro rata to the holders of General Cable Shares
entitled to them. However, individual entitlements to amounts of less than
(Pounds)3.00 will not be paid to holders of General Cable Shares but will be
retained for the benefit of the enlarged Telewest group.
The General Cable Shares are to be acquired by Telewest fully paid and free from
all liens, charges and encumbrances and together with all rights attaching
thereto, including the right to all dividends or other distributions declared,
made or paid after [Announcement Date].
The new Telewest Shares and ADSs will be issued free from all liens, charges and
encumbrances. New Telewest Shares and ADSs will rank pari passu in all respects
with existing Telewest Shares and ADSs.
<PAGE>
DULY DELIVERED as a deed by Compagnie Generale des Eaux and General Utilities
Holdings Limited on the day and year first before written.
SIGNED by Cob Stenham and ) Cob Stenham
Charles Burdick ) Charles Burdick
For and on behalf of )
TELEWEST COMMUNICATIONS PLC )
SIGNED by Philippe Galteau ) Philippe Galteau
For and on behalf of
GENERAL CABLE PLC )
)
SIGNED as a DEED and DELIVERED
on behalf of Compagnie Generale des Eaux )
in Chamonix, France by Michel Villaneau ) Michel Villaneau
being a person who in accordance with the laws )
of France, is acting under the authority of )
Compagnie Generale des Eaux )
EXECUTED as a DEED and DELIVERED )
by General Utilities Holdings Limited acting )
by two directors/a director and secretary )
Director J C Banon
Director/Secretary Michel Villaneau
