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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2006
NTL INCORPORATED
(FORMERLY KNOWN AS TELEWEST GLOBAL, INC.)
(Exact name of Registrant as specified in its charter)
DELAWARE FILE NO. 000-50886 52-3778427
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
909 THIRD AVENUE, SUITE 2863, NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 906-8440
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01 Other Items.
SIGNATURES
ITEM 8.01 APPROVAL BY VIRGIN MOBILE SHAREHOLDERS OF VIRGIN MOBILE SCHEME OF
ARRANGEMENT.
On May 24, 2006, at a meeting directed to be convened by the High Court of
Justice in England and Wales in London (the "Court"), the shareholders of
Virgin Mobile (UK) Holdings plc ("Virgin Mobile") approved the proposed
scheme of arrangement through which NTL Incorporated intends to implement
its offer (the "Offer") to acquire 100% of the shares of Virgin Mobile.
Furthermore, at an extraordinary general meeting of Virgin Mobile held on
May 24, 2006, the ordinary resolution approving the trademark licence
agreement in respect of the Virgin brand between Virgin Enterprises Limited
and NTL Group Limited was approved by the requisite majority vote of Virgin
Mobile shareholders who are unaffiliated with Virgin Enterprises Limited.
Additionally, the special resolution to approve the scheme and the related
reduction of capital was approved by the Virgin Mobile shareholders.
The scheme of arrangement is still subject to the sanction of, and
confirmation by, the Court.
The indicative timetable for implementation of the Offer is currently
expected to be as follows:
Scheme Court Hearing June 30, 2006
Last day of dealings in, and for
transfers of, Virgin Mobile Shares June 30, 2006
Dealing in Virgin Mobile Shares suspended 4.30 p.m. (British Summer Time),
June 30, 2006
Scheme Record Time 6.00 p.m. (British Summer Time),
July 1, 2006
Reduction Court Meeting July 3, 2006
Effective Date of Scheme July 4, 2006
De-listing of Virgin Mobile Shares 8.00 a.m. (British Summer Time),
July 4, 2006
Dealings in new NTL Shares commence 9.30 a.m. (Eastern Daylight Time),
July 5, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 25, 2006 NTL INCORPORATED
By: /s/ Bryan H. Hall
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Bryan H. Hall
Secretary