Not for release, publication or distribution in or into Canada,
Australia or Japan.
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
ACCEPTANCE LEVELS AND CLOSING DATE FOR TELEWEST'S RECOMMENDED OFFER
FOR GENERAL CABLE PLC ("GENERAL CABLE") AND TELEWEST'S PRE-EMPTIVE ISSUE
In connection with its offer for General Cable, Telewest announces the following
matters.
OFFER FOR GENERAL CABLE
1. As at 3.00 p.m. (London time) on 18 August 1998, valid acceptances of
Telewest's recommended offer for General Cable (the "Offer") had been
received in respect of 230,488,876 General Cable shares (representing
approximately 63 per cent. of General Cable's issued share capital).
2. As contemplated in its press release dated 4 August 1998, Telewest
reserves the right to reduce the percentage threshold in condition 1 of
the Offer (set out in Part A of Appendix I of the Offer Document) (the
"Acceptance Condition") from 90% to 75%.
3. Telewest intends to implement such reduction on 28 August 1998 and to
declare the Offer unconditional in all respects on that day, or as soon
as possible thereafter, once:
(a) valid acceptances of the Offer have been received (and not,
where permitted, withdrawn) in respect of 75% or more of
General Cable shares (including General Cable shares
represented by General Cable ADSs) to which the Offer relates;
and
(b) all the remaining conditions of the Offer have been and remain
fulfilled or there are, at that date, no circumstances
indicating that any such conditions may not be capable of
fulfilment.
4. When the Offer is declared unconditional, holders of General Cable
shares (including General Cable shares represented by General Cable
ADSs) will no longer have withdrawal rights under the Offer. Holders of
General Cable shares who do not want to accept the Offer if the
Acceptance Condition is reduced from the 90% level should either not
accept the Offer until after 28 August or withdraw their acceptances
prior to 28 August 1998.
5. The mix and match election under the Offer will remain open for five
days following the date the Offer is declared unconditional. All
holders of General Cable securities accepting the Offer after the mix
and match election terminates will receive the basic terms of the
Offer.
6. On 23 February 1998, the date when General Cable announced that it had
received indications that certain of the discussions which it was
having with third parties might lead to an offer, Telewest held no
General Cable shares or rights over General Cable shares.
7. On 29 March 1998, the date when Telewest and General Cable announced
that merger discussions were at an advanced stage which might result in
a recommended offer being made by Telewest for General Cable and the
likely terms thereof, General Utilities Holding Limited ("GUHL"), a
subsidiary of Compagnie Generale des Eaux S.A. (now Vivendi S.A.),
irrevocably undertook to accept such an offer, if made, in respect of
its holding of 146,785,916 General Cable shares (representing 40.2 per
cent. of General Cable's then issued share capital), if Telewest
announced a firm intention to make such an offer on or before 15 April
1998. On 15 April 1998, Telewest announced the terms of the Offer
(subject to certain pre-conditions which have been waived or satisfied)
and GUHL confirmed its previous undertaking to accept the Offer.
Acceptances in respect of these shares have now been received and are
included in the acceptance figures given above.
PRE-EMPTIVE ISSUE
1. The latest time and date for acceptance and payment under the
Pre-emptive Issue is 3.00 p.m. (London time) on 28 August 1998.
Telewest does not presently intend to extend the Pre-emptive Issue
beyond 28 August. Any announcement of an extension will be made by 5
p.m. (London time) on 21 August 1998.
2. Consequently, at present, the latest time and date for the splitting of
the Application Forms under the Pre-emptive Issue is 3.00 p.m. (London
time) on 26 August 1998.
3. Pending fulfilment of the conditions of the Pre-emptive Issue
(including the Offer becoming unconditional in all respects and
Admission (as defined in the Pre-emptive Issue Circular dated 29 June
1998)), application monies will be kept in a separate bank account and
any interest earned on such monies will be retained for the benefit of
Telewest.
4. If the conditions of the Pre-emptive Issue are not fulfilled by 18
September (or such later date as Telewest and Schroders may agree), the
Pre-emptive Issue will lapse and all application monies will be
returned to applicants.
19 August 1998
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PRESS ENQUIRIES
TELEWEST 01483 750900
Charles Burdick
J. HENRY SCHRODER & CO. LIMITED ("SCHRODERS") 0171 658 6000
James Steel
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 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 Offer and the Pre-emptive issue.