Filed by Telewest Communications plc pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Telewest Global, Inc.
Subject Company Exchange Act File No.:
Registration Statement No.: 333-110815
Description of Appendix 1 to form of voting agreement in respect of the proposed
financial restructuring of Telewest Communications plc
12 December 2003
As previously announced, the Company has reached an agreement in principle with
certain of its bondholders in connection with the proposed financial
restructuring of the Company. Pursuant to that agreement in principle, those
bondholders have each executed a voting agreement which is currently being held
in escrow and is not yet effective. Each voting agreement, when it becomes
effective, would obligate the bondholder to vote in favour of the schemes of
arrangement if the schemes of arrangement contain the terms listed on Appendix 1
to the voting agreement.
The following is the text of Appendix 1 to each such voting agreement, amended
by the insertion of certain terms defined in the body of the voting agreement,
but not defined within Appendix 1 itself.
APPENDIX 1
PRINCIPAL TERMS OF FINANCIAL RESTRUCTURING
TELEWEST
LIABILITIES: All liabilities of Telewest Communications plc (the
"Company" or "Telewest") at the Effective Date arising
directly, or indirectly, in relation to, or arising out of
or in connection with:
(a) the Notes (as defined below) ;
(b) the Indentures (as defined below);
(c) the Accreting Convertible Notes due 2003
originally issued to Deutsche Telekom (the
"Accreting Notes");
(d) the Company's guarantee of the 6% Senior
Convertible Notes due 2005 issued by Telewest
Finance (Jersey) Ltd ("Telewest Jersey") (the
"Jersey Notes") (the "Jersey Guarantee
Liability"); and
(e) inter-company debt balances owed by the Company to
Telewest Jersey in relation to the on-loan of the
proceeds of issue of the Jersey Notes (the
"Intercompany Debt"),
including any liability of the Company in respect of loss or
damage suffered or incurred as a result of, or in connection
with, such liability (the "Telewest Liabilities"), will be
cancelled and exchanged for an entitlement to receive new
shares ("New Shares") in the capital of Telewest Global,
Inc. ("New Telewest") or, in certain circumstances, the
proceeds of sale of such New Shares.
No other liabilities of the Company will be compromised as
part of the Plc Scheme.
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JERSEY
LIABILITIES: All liabilities of Telewest Jersey arising directly, or
indirectly, in relation to, or arising out of or in
connection with:
(a) the Jersey Notes;
(b) the Jersey Guarantee Liability; and
(c) the Intercompany Debt,
including any liability of Telewest Jersey in respect of
loss or damage suffered or incurred as a result of, or in
connection with, such liability (the "Jersey Liabilities")
will be cancelled and exchanged for an entitlement to
receive the New Shares to which Telewest Jersey will become
entitled to receive under the Plc Scheme.
No other liabilities of Telewest Jersey will be compromised
as part of the Jersey Scheme.
PRINCIPAL
AMOUNTS: The principal amounts (the "Principal Amounts") as at the
record date for the Plc Scheme and the Jersey Scheme (the
"Record Date") will be:
(a) in respect of the Notes and the Accreting Notes,
the aggregate of the face value or accreted
amount; and
(b) in respect of each of the Jersey Guarantee
Liability and the Intercompany Debt, the aggregate
face value of the Jersey Notes.
INTEREST
AMOUNTS: The interest amounts (the "Interest Amounts") as at the
Record Date will be:
(a) in respect of the Notes, the aggregate of interest
and default interest that has accrued and remains
unpaid (if any); and
(b) in respect of each of the Jersey Guarantee
Liability and the Intercompany Debt, the aggregate
of interest and default interest that has accrued
and remains unpaid on the Jersey Notes.
CURRENCY
CONVERSION: A conversion rate equal to the average of the closing
mid-point spot rates, as reported by Bloomberg, L.P., for
each trading day in the period commencing 1 October, 2002,
(being the date of the first interest default by Telewest or
Telewest Jersey under the Notes) up to and including o o
(being the latest practicable date for inclusion of
information in the Explanatory Statement before printing).
TOTAL CLAIMS: In relation to the Plc Scheme and the Jersey Scheme, the
aggregate of the relevant Principal Amounts, the Interest
Amounts and all other claims, liquidated in amount and
either agreed with Telewest, or Telewest Jersey (as
appropriate), or otherwise determined under the Plc Scheme,
or Jersey Scheme (as appropriate), arising directly or
indirectly in relation to, or arising out of or in
connection with, the Telewest Liabilities or the Jersey
Liabilities (as appropriate) at the Record Date.
PLC SCHEME
CONDITIONS: The Plc Scheme is conditional upon the following having
occurred, or being conditional only upon the occurrence of
the Effective Date:
(a) the Shareholder Resolution (as described below)
having been passed;
(b) the Revised Senior Secured Facility Agreement
(described below) having been entered into and the
Recapitalisation Supplemental Deed Effective Date
(as defined in the Explanatory Statement) having
occurred;
(c) approval for quotation of the New Shares on NASDAQ
subject to notice of issuance;
(d) Telewest having entered into the escrow agent
agreement between Telewest, Telewest Jersey and
the escrow agent substantially in accordance with
the terms of the Plc Scheme;
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(e) obtaining a permanent order under the Section 304
Proceedings (waivable by a majority of holders of
Notes (by Principal Amount));
(f) the completion of all proceedings under Chapter 11
of the US Bankruptcy Code in respect of Telewest
(if any such proceedings have been commenced)
(waivable by a majority of holders of Notes (by
Principal Amount));
(g) the Jersey Scheme having been sanctioned by the
High Court and the Jersey Court and the directors
of Telewest Jersey having confirmed that
immediately following the Plc Scheme becoming
effective, they will procure that the Jersey
Scheme becomes effective; and
(h) the termination of the Relationship Agreement by
Liberty.
JERSEY SCHEME
CONDITIONS: The Jersey Scheme is conditional upon the following having
occurred, or their occurrence or unconditionality is subject
only to the occurrence of the effective date of the Jersey
Scheme:
(a) the Plc Scheme having become effective;
(b) Telewest Jersey having entered into the escrow
agent agreement between Telewest, Telewest Jersey
and the escrow agent substantially in accordance
with the terms of the Jersey Scheme; and
(c) obtaining a permanent order under the Section 304
Proceedings (waivable by a majority of the holders
of the Notes (by Principal Amount)).
NEW TELEWEST New Telewest will become the new holding company of the
Telewest Group (other than Telewest and Telewest Jersey).
New Telewest will own all of the issued share capital of
Telewest UK Limited which will acquire all of the assets of
Telewest (other than the shares in Telewest Jersey, the
shares in New Telewest and a cash amount).
NEW SHARES: In return for the cancellation of the Telewest Liabilities,
(a) New Shares representing 98.5 per cent. of the capital of
New Telewest will be transferred to the relevant creditors;
and (b) New Shares representing 1.5 per cent. of the capital
of New Telewest will be transferred to the Company's
shareholders as at the last day of trading before the
Effective Date.
SHAREHOLDER
RESOLUTION: The Shareholder Resolution will be proposed at an
extraordinary general meeting of the Company to approve the
transfer by Telewest of all of the assets of Telewest (other
than the shares in Telewest Jersey, the shares in New
Telewest and a cash amount) to Telewest UK Limited in return
for the issue of New Shares by New Telewest.
GOVERNANCE: All organizational documents and arrangements relating to
corporate governance of New Telewest shall be consistent
with U.S. best practices and U.K. best practices to the
extent not inconsistent with U.S. best practices and shall
provide for a staggered board of directors and anti-takeover
measures, including a poison pill.
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REVISED SENIOR
SECURED FACILITY
AGREEMENT: The Telewest Group will enter into an amended and restated
loan agreement for committed facilities of (pound)2,030
million comprising term loans of (pound)1,840 million, a
revolving credit facility of (pound)140 million and an
overdraft facility of (pound)50 million together with
uncommitted facilities of up to (pound)125 million. Of the
committed amount of (pound)2,030 million, (pound)1,885
million will mature on 31 December 2005 with the balance of
(pound)145 million maturing on 30 June 2006. The amended and
restated loan agreement will be conditional upon, among
other things, the compromise of the Telewest Liabilities
becoming effective.
LIQUIDATION OF
TELEWEST AND
TELEWEST JERSEY Following the completion of the Financial Restructuring, the
Liquidation Resolutions will be proposed at an extraordinary
general meeting of the Company to approve a shareholders'
voluntary liquidation of Telewest and to appoint a
liquidator. There will also be a shareholders' voluntary
liquidation of Telewest Jersey.
PUBLIC DOCUMENTS Substantially final forms of the Explanatory Statement and
Registration Statement are attached to this Agreement and
initialled for the purpose of identification by, or on
behalf of, the Parties hereto.
DEFINITIONS
IN THIS APPENDIX: "INDENTURES" means (a) the Indenture dated as of October 3,
1995 between Telewest and The Bank of New York as trustee
relating to the 9.625% Senior Debentures due 2006 of
Telewest; (b) the Indenture dated as of February 19, 1999
between Telewest and The Bank of New York as trustee
relating to the 5.25% Senior Convertible Notes due 2007 of
Telewest; (c) the Indenture dated as of October 3, 1995
between Telewest and The Bank of New York as trustee
relating to the 11% Senior Discount Debentures due 2007 of
Telewest; (d) the Indenture dated as of November 9, 1998
between Telewest and The Bank of New York as trustee
relating to the 11.25% Senior Notes due 2008 of Telewest;
(e) the Indenture dated as of April 15, 1999 between
Telewest and The Bank of New York as trustee relating to the
9.25% Dollar Senior Discount Notes due 2009 and the 9.875%
Sterling Senior Discount Notes due 2009 of Telewest; (f) the
Indenture dated as of January 25, 2000 between Telewest and
The Bank of New York as trustee relating to the 9.875%
Dollar Senior Notes due 2010, the 11.375% Dollar Senior
Discount Notes due 2010 and the 9.875% Sterling Senior Notes
due 2010 of Telewest, and (g) the Jersey Indenture and, in
each case, as thereafter amended and supplemented from time
to time, as the case may be.
"NOTES" means the Accreting Notes together with the high
yield notes issued pursuant to the Indentures.
"JERSEY INDENTURE" means the Indenture dated as of 7 July
2000 between Telewest Jersey (as issuer), Telewest (as
guarantor) and The Bank of New York as trustee relating to
the 6% Senior Convertible Notes due 2005 of Telewest Jersey.
The above terms are all as documented in the Plc Scheme and the Jersey Scheme.
To the extent there is any discrepancy between the above terms and the terms of
the Plc Scheme and the Jersey Scheme (as provided to the Consenting Noteholder
by Telewest and Telewest Jersey immediately prior to the date of effectiveness
of this Agreement in the final form of the Explanatory Statement), the terms of
such schemes shall take precedence.
Enquiries:
Telewest
Jane Hardman 020 7299 5888
Director of corporate communications
Citigate Dewe Rogerson
Anthony Carlisle 020 7638 9571/07973 611 888
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* * * * * * * *
A registration statement relating to the Telewest Global common stock
has been filed with the SEC but has not yet become effective. These securities
may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This announcement shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Shareholders, noteholders and other investors are advised to read the
shareholders' circular and prospectus which forms a part of the registration
statement because it contains important information. Telewest Communications plc
currently files, and Telewest Global, Inc. anticipates that it will file, annual
and other periodic reports, statements and other information with the SEC. You
may read and copy any such reports, statement or other information at the SEC's
public reference rooms in Washington, DC, New York, New York and Chicago
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Filings are also available from commercial document
retrieval services and at the website maintained by the SEC at www.sec.gov.
Shareholders, noteholders and other investors may obtain a free copy of the
shareholders' circular and prospectus and other documents filed by Telewest
Global, Inc. by directing such request to Telewest Global, Inc., 160 Great
Portland Street, London W1W 5QA, England. Attention: Company Secretary.
Telephone: +44 20 7299 5000.
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