Cable & Wireless PLC - Further re Acquisition
31 5월 2000 - 1:08AM
UK Regulatory
RNS Number:3986L
Cable & Wireless PLC
Cable & Wireless Communications Limited
30 May 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, JAPAN
OR AUSTRALIA. THE TRANSACTION REFERRED TO IN THIS PRESS RELEASE IS NOT AN
OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US
SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION.
Cable and Wireless plc ("Cable & Wireless"), NTL Incorporated ("NTL")
and Cable & Wireless Communications Limited ("CWC")
Joint announcement relating to the acquisition of CWC DataCo by
Cable & Wireless and the acquisition of CWC ConsumerCo by NTL
(the "Transaction")
Transaction completes
The parties are delighted to announce that the Transaction has completed
today.
Barclay Knapp, President and Chief Executive of NTL said:
"This is a great day for NTL. We have eagerly awaited the completion of our
acquisition of CWC ConsumerCo, which establishes NTL as the leading broadband
communications company in the UK. We are dedicated to bringing the benefits of
NTL's industry-leading services to our customers - both within and outside our
franchise areas and we are working with CWC ConsumerCo's management and staff
to implement our integration plans to achieve that aim."
Graham Wallace, Chief Executive of Cable & Wireless said:
"I am delighted that the Transaction with NTL has been completed and
the restructuring of CWC is now a reality. The inclusion of CWC's
business operations as part of Cable & Wireless Global is crucial to our
strategic focus as a group and will enable us to serve the key business
markets of the US, UK, Europe and Japan on an integrated global basis."
At completion Cable & Wireless issued 327,471,046 new Cable & Wireless
shares which will be admitted to trading on the London Stock Exchange
tomorrow, 31 May 2000. In addition application has been made to list a
further 7,246,377 Cable & Wireless shares which have been allotted to NTL
(which NTL has already placed in the market) in satisfaction of certain
obligations arising under the Transaction Agreement. The shares allotted to
NTL are expected to be admitted to trading on the London Stock Exchange on 2
June 2000.
NTL also completed the sale of $4.5 billion (#2.8 billion) of NTL common
stock and preferred stock to France Telecom. NTL will use the proceeds
from the France Telecom investment to fund the cash portion of the
payments to CWC shareholders.
In connection with the Transaction, NTL has entered into two bank
credit facilities with Chase Manhattan Bank and Morgan Stanley Senior Funding,
Inc. to refinance indebtedness and for working capital purposes.
The accounts of shareholders who held CWC shares in CREST will be
credited tomorrow, 31 May 2000, with their cash consideration and Cable
& Wireless shares. For those shareholders who held CWC shares in
certificated form, cheques for their cash consideration and Cable &
Wireless share certificates will be despatched by 13 June 2000.
NTL stock certificates will be despatched to all shareholders by 13 June 2000.
Enquiries
Shareholder Helpline: 0845 603 9218
Cable & Wireless NTL
Chris Tyler, Investor Relations John Gregg
020 7315 4460 020 7909 2000
Penny Berger, Investor Relations Richard J. Lubasch
020 7315 6225 001 212 906 8470
Susan Cottam, Media Alison Kirkwood
020 7315 4410 01256 752662
Peter Eustace, Media Will Robson
020 7315 4495 01256 752661
Dominic Shales
020 7413 3142
CWC
Samantha Ashworth, Investor Relations
020 7674 5303
Roy Payne, Media
020 7674 5387
Caroline Keppel-Palmer, Media
020 7674 5416
Greenhill & Co. Morgan Stanley Dean Witter
020 7440 0400 020 7425 5000
(advisers to Cable & Wireless) (advisers to NTL)
James Lupton Paulo Pereira
David Wyles John Krumins
Merrill Lynch
020 7628 1000
(advisers to CWC)
Bob Wigley
Richard Snow
Gary Narunsky
CSFB 020 7888 8888
(advisers to the independent directors of CWC (being Sir Bryan
Carsberg, JMJ Keenan, Valerie F Gooding, JF Killian and FV Salerno)
in respect of the Cable & Wireless Acquisition and advisers to the
directors of CWC in respect of the NTL Acquisition)
Michael Harrison
Ian Brown
Greenhill & Co. International Limited ("Greenhill & Co."),
which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting as financial
adviser to Cable & Wireless in relation to the Transaction
and to no one else and will not regard any other person as
its customer or be responsible to any one other than Cable &
Wireless for providing the protections afforded to customers
of Greenhill & Co. or for providing advice in relation to
the Transaction.
Morgan Stanley & Co. Limited ("Morgan Stanley Dean Witter"),
which is regulated in the United Kingdom by The Securities
and Futures Authority Limited, is acting as financial
adviser to NTL in relation to the Transaction and to no one
else and will not regard any other person as its customer or
be responsible to any one other than NTL for providing the
protections afforded to customers of Morgan Stanley Dean
Witter or for providing advice in relation to the
Transaction.
Merrill Lynch International ("Merrill Lynch"), which is
regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting as financial adviser to
CWC in relation to the Transaction and to no one else and
will not regard any other person as its customer or be
responsible to any one other than CWC for providing the
protections afforded to customers of Merrill Lynch or for
providing advice in relation to the Transaction.
Credit Suisse First Boston (Europe) Limited ("CSFB"), which
is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting as financial adviser to
the independent directors of CWC in relation to the Cable &
Wireless Acquisition and directors of CWC in relation to the
NTL Acquisition and to no one else and will not regard any
other person as its customer or be responsible to any one
other than the independent directors of CWC and the
directors of CWC for providing the protections afforded to
customers of CSFB or for providing advice in relation to the
Transaction.
END
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