AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELEWEST COMMUNICATIONS PLC
(Exact name of Registrant as specified in its charter)
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ENGLAND AND WALES NOT APPLICABLE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
------------------
GENESIS BUSINESS PARK
ALBERT DRIVE, WOKING
SURREY GU21 5RW
UNITED KINGDOM
011-44-1483-750-900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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STEPHEN E. BRILZ
U S WEST, INC.
7800 EAST ORCHARD ROAD
ENGLEWOOD, CO 80111
(303) 793-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JEFFREY J. WEINBERG, ESQ.
DAVID S. LEFKOWITZ,ESQ.
WEIL, GOTSHAL & MANGES
ONE SOUTH PLACE
LONDON EC2M 2WG
011-44-171-903-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable following the effective date of this
Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
REGISTERED (1) (1)
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<S> <C> <C> <C> <C>
Ordinary Shares of 10p 100 $1.00 $100.00 $100.00
each (2)
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 under the Securities Act of 1933. (2) American
Depositary Shares evidenced by American Depositary Receipts issuable on deposit
of Ordinary Shares are registered pursuant to a separate registration statement.
An amendment to such registration statement may be filed to increase the number
of American Depositary Shares registered thereunder to allow for the issuance of
American Depositary Shares evidenced by American Depositary Receipts issuable on
deposit of the Ordinary Shares registered hereby .
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 15, 1998
PRELIMINARY PROSPECTUS
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission (the "Commission"). These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This Prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there by any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of any
such State.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE.
There follows the text of the announcement released on April 15, 1998:
<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 (POUND)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 (pound)649 million.
<PAGE>
(1) Exchange rate of (pound)1 = $1.669
* 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 national network and our
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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
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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
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</TABLE>
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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 (POUND)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:
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
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 (pound)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.
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<PAGE>
(1) Exchange rate of (pound)1 = $1.669
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.
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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 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.
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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
(pound)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.
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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 (pound)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
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closes, would result in the issue of approximately 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 (pound)310.7 million (1996: (pound)250.9 million) on revenue of
(pound)386.5 million (1996: (pound)290.3 million). Consolidated net assets at 31
December, 1997 were (pound)268.2 million (31 December, 1996: (pound)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 General Cable has a national PTO (Public
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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 reorganisation costs of (pound)52.3 million (1996: loss of (pound)29.8
million) on turnover of (pound)111.8 million (1996: (pound)55.7 million).
Consolidated net assets at 31 December, 1997 were (pound)202.3 million (31
December, 1996: (pound)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.
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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
(pound)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 party rights or interests of
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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.
15 April, 1998
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- --------------------------------------------------------------------------------
The directors of Telewest and General Cable are:
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
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.
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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.
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.
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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
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(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, 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
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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 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;
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(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;
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
authorisations, 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
authorisations, waivers and determinations together with all
authorisations, 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 authorisation,
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;
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(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 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, authorised 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, authorised 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;
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(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, authorised 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;
(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;
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(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
(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
21
<PAGE>
(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) "authorisations" means
authorisations, 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 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.
22
<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
INCREASE IN CAPITAL VALUE
<S> <C> <C>
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 $87/8 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 (pound)1 = $1.669
23
<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
24
<PAGE>
"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 shareholders" holders of General Cable shares
"General Cable share option
schemes" the General Cable Group Approved Share
Option Scheme, Unapproved Share Option
Scheme and 1996 Unapproved Share Option
Scheme
"General Cable shares" the existing issued and fully paid ordinary
shares of (pound)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 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
25
<PAGE>
"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 shareholders" Telewest shareholders and the Telewest
Convertible Preference shareholders whose
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
26
<PAGE>
"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 Preference
shareholders" the holders of Telewest Convertible
Preference shares
"Telewest Convertible Preference
shares" convertible preference shares in the capital
of 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
Telewest
"TINTA" Tele-Communications International, Inc.
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"US" or "United States" the United States America, its territories
and 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.
27
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Telewest hereby incorporates by reference in this Prospectus its Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 (the "Telewest
1997 Annual Report") which has been filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
All documents filed by Telewest pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Telewest's Ordinary Shares pursuant
hereto shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
No person is authorized to give any information or to make any
representations with respect to the matters described in this Prospectus other
than those contained herein or in the documents incorporated by reference
herein. Any information or representations with respect to such matters not
contained herein or therein must not be relied upon as having been authorized by
Telewest. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. The
delivery of this Prospectus shall not, under any circumstances, create any
implication that there has been no change in the affairs of Telewest since the
date hereof or that the information in this Prospectus or in the documents
incorporated by reference herein is correct as of any time subsequent to the
dates hereof or thereof.
EXPERTS
The consolidated financial statements of Telewest included in the
Telewest 1997 Annual Report and incorporated by reference in this Prospectus
have been audited by KPMG Audit Plc, Chartered Accountants, as set forth in
their report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of KPMG Audit Plc as experts
in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses to be incurred in connection
with the issuance and distribution of the securities registered under this
Registration Statement:
Securities and Exchange Commission registration fee ......................*
London Stock Exchange listing fee ........................................*
Printing and engraving expenses...........................................*
Blue Sky fees and expenses ...............................................*
Legal fees and expenses ..................................................*
Accountants' fees and expenses........................................... *
Depositary's fees ........................................................*
Registrar's fees .........................................................*
Total.................................................................... *
--------------------------
* To be supplied by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following indemnification provisions are applicable to the
Company's officers and directors and certain other parties.
The Memorandum and Articles of Association of the Company provide:
1. Subject to the provisions of English law applicable to companies, but
without prejudice to an indemnity to which he may otherwise be
entitled, every officer of the Company shall be indemnified out of the
assets of the Company against all costs, charges, losses and
liabilities incurred by him in the execution of his duties or the
exercise of his powers, authorities and discretions including (without
prejudice to the generality of the foregoing) a liability incurred:
(a) defending proceedings (whether civil or criminal) in which
judgment is given in his favor or in which he is acquitted, or which
are otherwise disposed of without a finding or admission of material
breach of duty on his part, or
(b) in connection with any application in which relief is
granted to him by the court from liability for negligence, default,
breach of duty or breach of trust in relation to the affairs of the
Company.
2. The Board may exercise all the powers of the Company to purchase and
maintain insurance for the benefit of a person who is an officer or
employee, or former officer or employee, of the Company or of a company
which is a subsidiary of the Company or in which the Company has an
interest (whether direct or indirect), or who is or was the trustee of
a retirement benefits scheme or another trust in which an officer or
employee or former officer or employee is or has been interested,
indemnifying him against liability for negligence, default, breach of
duty or breach of trust or other liability which may lawfully be
insured against by the Company.
<PAGE>
Section 310 of the Companies Act 1985, as amended (the "Companies
Act"), provides:
"(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any
person (whether an officer or not) employed by the company as
auditor from, or indemnifying him against, any liability which
by virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach
of trust of which he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such
provision is void.
(3) This section does not prevent a company:
(a) from purchasing and maintaining for any such of
officer or auditor insurance against any such
liability, or
(b) from indemnifying any such officer or auditor against
any liability incurred by him:
(i) in defending any proceedings (whether civil
or criminal) in which judgment is given in
his favour or he is acquitted, or
(ii) in connection with any application under
section 144(3) or (4) (acquisition of shares
by innocent nominee) or section 727 (general
power to grant relief in case of honest and
reasonable conduct) in which relief is
granted to him by the court."
Section 727 of the Companies Act provides:
"(1) If in any proceedings for negligence, default, breach of duty
or breach of trust against an officer of a company or a person
employed by a company as auditor (whether he is or is not an
officer of the company) it appears to the court hearing the
case that that officer or person is or may be liable in
respect of negligence, default, breach of duty or breach of
trust, but that he has acted honestly and reasonably, and that
having regard to all the circumstances of the case (including
those connected with his appointment) he ought fairly to be
excused for the negligence, default, breach of duty or breach
of trust, that court may relieve him, either wholly or partly,
from his liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in
respect of any negligence, default, breach of duty or breach
of trust, he may apply to the court for relief; and the court
on the application has the same power to relieve him as under
this section it would have had if it had been a court before
which proceedings against the person for negligence, default,
breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by
a judge with a jury, the judge, after hearing the evidence,
may, if his satisfied that the defendant or defender ought in
pursuance of that subsection to be relieved either in whole or
in part from the liability sought to be enforced against him,
withdraw the case in whole or in part from the jury and
forthwith direct judgment to be entered for the defendant or
defender on such terms as to costs or otherwise as the judge
may think proper."
<PAGE>
The officers and directors of the Company are covered by insurance
policies indemnifying against certain liabilities, including liabilities arising
under the Securities Act of 1933, as amended (the "Securities Act"), which might
be incurred by them in such capacities and against which they may not be
indemnified by the Company.
ITEM 16. EXHIBITS*
2.1 Agreement Relating to the Merger of General Cable and Telewest, dated 29
March 1998, among Telewest Communications plc, General Cable PLC,
Compagnie Generale des Eaux and General Utilities Holdings Limited
23.1 Consent of KPMG Audit Plc
24.1 Powers of Attorney (included on signature pages)
- --------------------------------------
* All other exhibits to be filed by amendment
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range that may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 per cent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act); that is incorporated by reference to the securities
<PAGE>
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes as follows; that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, England, on April 15, 1998.
TELEWEST COMMUNICATIONS PLC
By: /s/ CHARLES BURDICK
--------------------------------------
Name: Charles Burdick
Title: Group Finance Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Charles Burdick such individual's
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for such individual and in such individual's name, place and stead,
in any and all capacities, to sign this registration statement and any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and things requisite and necessary to be done, as fully to all intents
and purposes as such individual might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ A. GARY AMES Director April 15, 1998
- ------------------------------------------------
A. Gary Ames
/s/ LORD BORRIE Director April 15, 1998
- ------------------------------------------------
Lord Borrie
Director
- -----------------------------------------------
Stephen M. Brett
/s/ STEPHEN J. DAVIDSON Director April 15, 1998
- ------------------------------------------------
Stephen J. Davidson
/s/ DAVID EVANS Director April 15, 1998
- ------------------------------------------------
David Evans
Director
- ------------------------------------------------
James O. Robbins
/s/ ROBERT SHANER Director April 15, 1998
- -----------------------------------------------
Robert Shaner
/s/ ANTHONY W. P. STENHAM Director April 15, 1998
- ------------------------------------------------
Anthony W.P.Stenham
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ DAVID VAN VALKENBURG Director and Acting Chief Executive April 15, 1998
- ------------------------------------------------ Officer (Principal Executive Officer)
David Van Valkenburg
/s/ CHARLES BURDICK Director and Group Finance Director April 15, 1998
- ------------------------------------------------ (Principal Financial and Accounting
Charles Burdick Officer)
Authorized Representative in the United States:
By:/s/ DAVID EVANS April 15, 1998
- -------------------------------------------------
David Evans
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ---------- -----------
2.1 Agreement Relating to the Merger of General Cable and Telewest, dated
29 March 1998, among Telewest Communications plc, General Cable PLC,
Compagnie Generale des Eaux and General Utilities Holdings Limited
23.1 Consent of KPMG Audit Plc
24.1 Powers of Attorney (included on signature page)
EXHIBIT 2.1
CONFORMED COPY
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
===========================================================================
FRESHFIELDS
<PAGE>
CONTENTS
CLAUSE PAGE
1. RELEASE OF INITIAL PRESS ANNOUNCEMENT...............................1
2. CO-OPERATION BY GENERAL CABLE.......................................1
3. RECOMMENDATION......................................................2
4. IRREVOCABLE COMMITMENT BY CGE AND GENERAL UTILITIES.................2
5. EXCLUSIVITY.........................................................4
6. TELEWEST UNDERTAKINGS...............................................5
7. 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:
(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
<PAGE>
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 (pound)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;
(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);
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(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.
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
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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 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
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(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
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.
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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.
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.
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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.
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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
approximately (pound)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.
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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
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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 (pound)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
Board members. Cox, SBC and CGE will each have the right to designate
one Telewest Board member.
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(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 (pound)50 million
in aggregate;
- any new issues of shares;
- the appointment or removal of Telewest's Chief Executive
Officer; and
- appointment of new directors (other than shareholder
representatives).
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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.
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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 Shares1 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 the date on which the Offer becomes or is
declared unconditional as to acceptances or, if later, the first
- --------------------------------------------------------------------------------
1 Definition of General Cable shares to include General Cable shares
evidenced by ADSs.
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<PAGE>
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;
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
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(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;
(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;
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<PAGE>
(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;
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 authorisations,
waivers and determinations which Telewest reasonably deems necessary or
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<PAGE>
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 authorisations, waivers and
determinations together with all authorisations, 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 authorisation 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
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
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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 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, authorised 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;
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<PAGE>
(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, authorised 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, authorised 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;
(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;
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<PAGE>
(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 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;
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<PAGE>
(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 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;
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<PAGE>
(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) "authorisations" means
authorisations, 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 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.
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<PAGE>
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
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
(pound)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.
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<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
Page 24
EXHIBIT 23.1
The Board of Directors
Telewest Communications plc
We hereby consent to the use of our reports incorporated by reference and to the
reference to our firm under the heading 'Experts' in the Registration Statement
on Form S-3.
/s/ KPMG Audit PLC
KPMG Audit PLC
London, England
April 14, 1998
