RNS Number:5695E
Telewest Communications PLC
27 January 2000
RE: RECOMMENDED MERGER WITH FLEXTECH PLC - PART 2
APPENDIX I - PRE-CONDITION AND CONDITIONS OF THE OFFER
Pre-condition
The posting of the Offer Document will take place once the Securities and
Exchange Commission has declared a registration statement relating to the
Offer effective in accordance with relevant US legislation. Telewest
reserves the right to waive this pre-condition, provided that it will only
waive the pre-condition with the consent of Flextech.
Conditions
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 valid acceptances being received (and not, where permitted, withdrawn)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 subject always to having
received consent from Flextech to declaring this condition satisfied at
80 per cent. or less of the nominal value) of the Flextech Shares to
which the Offer relates, provided that unless agreed by the Panel this
condition will not be satisfied unless Telewest and/or any of its
associates shall have acquired or agreed to acquire (whether pursuant to
the Offer or otherwise) directly or indirectly, Flextech Shares
carrying, in aggregate, more than 50 per cent. of the voting rights then
normally exercisable at general meetings of Flextech (including for this
purpose, to the extent (if any) required by the Panel, any voting rights
attaching to any shares which are unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise) and provided further that this condition shall be capable of
being satisfied only at a time when all other conditions (save for
condition 3 relating to admission) have been satisfied, fulfilled or,
where permitted, waived.
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 "Flextech Shares to which the Offer relates"
shall be construed in accordance with sections 428-430F of the
Companies Act 1985 (the Act) and the term "associate" shall be
construed in accordance with sub-sections 430E(4)(a), (b) and (d)
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 Flextech 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. (a) insofar as the proposed acquisition of Flextech by Telewest is
a concentration with a Community dimension within the scope of
Council Regulation (EEC) 4064/89 (the "Merger Regulation") the
European Commission indicating in terms satisfactory to Telewest
and Flextech that it does not intend to initiate proceedings under
Article 6(1)(c) of the Merger Regulation or make a referral to a
competent authority of the United Kingdom under Article 9(1) of the
Merger Regulation in respect of the proposed acquisition of
Flextech by Telewest or any matters arising therefrom; or
(b) insofar as the proposed acquisition is not a concentration
with a Community dimension, it being indicated in terms
satisfactory to Telewest and Flextech that it is not the intention
of the Secretary of State for Trade and Industry to refer the
proposed acquisition of Flextech by Telewest, or any matters
arising therefrom, to the Competition Commission;
5. 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, Flextech by Telewest;
6. 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 or might 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 Flextech or any member of the wider Flextech
Group to an extent which is material in the context of the Flextech
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 or might adversely affect the
businesses, assets, prospects or profits of Flextech or Telewest or any
member of the wider Flextech Group or the wider Telewest Group to an
extent which is material in the context of the Flextech Group or the
Telewest Group, as the case may be, taken as a whole;
7. 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, Flextech 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 Flextech 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 Flextech
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 Flextech 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 Telewest Group or the wider
Flextech Group, in each case to an extent which is material in the
context of the Telewest Group taken as a whole or the Flextech
Group taken as a whole;
(d) require any member of the wider Telewest Group or of the wider
Flextech Group to offer to acquire any shares or securities in any
member of the wider Flextech Group (other than Flextech) 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 Flextech 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 Flextech Shares;
(f) require, prevent or materially delay the divestiture by any
member of the wider Telewest Group of any shares or other
securities in Flextech;
(g) otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the wider Flextech
Group or the wider Telewest Group in each case to an extent which
is material in the context of the Flextech 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 Flextech 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 Flextech Group or the wider Telewest Group, as
the case may be, to an extent which is material in the context of
the Flextech Group or the Telewest Group taken as a whole, as the
case may be; or
(i) result in any member of the Flextech 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;
8. 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, Flextech by Telewest, and all authorisations, waivers and
determinations which Telewest and Flextech reasonably deem necessary or
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, Flextech by Telewest having been obtained in a form reasonably
satisfactory to Telewest and Flextech, 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 Flextech Group or the wider
Telewest 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 Flextech Group or the wider Telewest Group to
carry on its business (where such business is material in the context of
the Flextech Group or the Telewest Group, as the case may be, taken as a
whole and where the absence of such authorisation waiver or
determination would have a material adverse effect on the Flextech Group
or the Telewest Group, as the case may be, 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;
9. except as publicly announced (by the delivery of an announcement to the
Company Announcement Office of the London Stock Exchange) before 27
January 2000, there being no provision of any arrangement, agreement,
licence, permit, franchise or other instrument to which any member of
the wider Flextech Group or the wider Telewest 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 Flextech, or change in
the control or management of, Telewest or Flextech, would or might
reasonably be expected to result in (to an extent which in each case is
material in the context of the Flextech Group or the Telewest Group, as
the case may be, 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 Flextech Group or the wider Telewest Group, as
the case may be, 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 Flextech Group or the wider Telewest Group, as the case may
be, 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 Flextech Group or the wider Telewest
Group, as the case may be, 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 Flextech Group or the wider Telewest Group, as
the case may be, being prejudiced or adversely affected;
(f) any member of the wider Flextech Group or the wider Telewest
Group, as the case may be, 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 Flextech
Group or the wider Telewest Group, as the case may be,
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 Flextech Group or the wider Telewest Group, as the
case may be, 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 9 in any case where such result would be material in the
context of the Flextech Group or the wider Telewest Group, as the case
may be, taken as a whole;
10. except as publicly announced (by the delivery of an announcement to the
Company Announcements Office of the London Stock Exchange) prior to 27
January 2000, no member of the Flextech Group or the Telewest Group
having, since 31 December 1998:
(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 Flextech and
wholly-owned subsidiaries of Flextech, Telewest and wholly-owned
subsidiaries of Telewest and save for shares issued or options
granted pursuant to the Flextech share option schemes or the
Telewest share option schemes before 27 January 2000) 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 Flextech Group or the Telewest Group, as the case may be,
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 Flextech Group or the Telewest
Group, as the case may be, 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 Flextech
Group or the Telewest Group, as the case may be, 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 Flextech or to a wholly-owned subsidiary of Flextech or to
Telewest or to a wholly-owned subsidiary of Telewest;
(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 Flextech Group or the
wider Telewest Group, as the case may be;
(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
Flextech Group or the Telewest 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
Flextech 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 10;
11. since 31 December 1998 and except as announced publicly (by the delivery
of an announcement to the Company Announcements Office of the London
Stock Exchange) prior to 27 January 2000:
(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 Flextech Group or the wider
Telewest 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 Flextech Group or the wider Telewest 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 Flextech Group or the wider
Telewest Group which is material in the context of the Flextech
Group or the Telewest Group, as the case may be taken as a whole;
(c) save for matters fully and fairly disclosed to Telewest or
Flextech, as the case may be, before 27 January 2000 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 Flextech
Group or the wider Telewest Group which is material in the context
of the Flextech Group or the Telewest Group, as the case may be,
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 Flextech Group or the wider Telewest
Group which is material in the context of the Flextech Group or the
Telewest Group, as the case may be, 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 Flextech Group or
the wider Telewest Group which, in any such case, is material in
the context of the Flextech Group or the Telewest Group, as the
case may be, taken as a whole;
12. Telewest not having discovered:
(a) that any financial, business or other information concerning
the wider Flextech Group disclosed at any time by or on behalf of
any member of the wider Flextech 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;
(b) that any member of the Flextech Group is subject to any
liability (contingent or otherwise) which is not disclosed in the
annual report and accounts of Flextech for the year ended
31 December 1998 or the interim report for the six months ended 30
June 1999 and which is material in the context of the Flextech
Group taken as a whole;
(c) that any past or present member of the wider Flextech 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 Flextech Group which is, or would be, material in the context
of the Flextech 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 Flextech
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 Flextech Group which is, or would be, material in the context
of the Flextech 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
Flextech Group; or
(f) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider
Flextech Group which is material in the context of the Offer.
13. Flextech not having discovered:
(a) that any financial, business or other information concerning
the wider Telewest Group disclosed at any time by or on behalf of
any member of the wider Telewest 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;
(b) that any member of the Telewest Group is subject to any
liability (contingent or otherwise) which is not disclosed in the
annual report and accounts of Telewest for the year ended
31 December 1998 or the interim report for the six months ended 30
June 1999 and which is material in the context of the Telewest
Group taken as a whole;
(c) that any past or present member of the wider Telewest 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 Telewest Group which is, or would be, material in the context
of the Telewest 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 Telewest
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 Telewest Group which is, or would be, material in the context
of the Telewest 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
Telewest Group; or
(f) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider
Telewest 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)
"Flextech Group" means Flextech and its subsidiary undertakings and "wider
Flextech Group" means Flextech and its subsidiary undertakings, associated
undertakings and any other undertaking in which Flextech 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 4 to 13
(inclusive) above, in whole or in part provided that it will only waive any
such conditions with the consent of Flextech.
Conditions 4 to 13 (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 4 to 13
(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.
If Telewest is required by the Panel to make an offer for Flextech 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.
APPENDIX II - BASES AND SOURCES
Save as otherwise set out in this announcement, the following constitute the
bases and sources of financial information and calculations referred to in
this announcement.
Financial information
Financial information relating to Telewest has been extracted from the
audited annual report and accounts of Telewest for the year ended 31 December
1998 or the unaudited third quarter results of Telewest for the nine months
ended 30 September 1999. Proforma figures for Telewest represent an
aggregation of old Telewest, General Cable and Birmingham Cable's results
without any consolidation adjustments and should be considered for
illustrative purposes only.
Financial information relating to Flextech has been extracted from the
audited annual report and accounts of Flextech for the year ended 31 December
1998 or the unaudited interim financial statements of Flextech for the six
months ended 30 June 1999. Where revenue figures are stated for Flextech,
these exclude the share of joint venture turnover.
Value of the Offer
The Offer values the entire issued share capital of Flextech at approximately
#2.26 billion based on the offer price for each Flextech share and 158.1
million Flextech shares being in issue.
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
"Cable London" Cable London plc
"CSFB" Credit Suisse First Boston
(Europe) Limited
"City Code" The City Code on Takeovers and
Mergers
"closing share price" the middle market quotation as
derived from the Daily
Official List
"merged group" Telewest and its subsidiary
undertakings and associated
companies as enlarged by the
merger with Flextech
"Disclosure Document" the appropriate documentation
to be filed with the SEC in
connection with the merger
"Daily Official List" The Daily Official List of the
London Stock Exchange
"Flextech" Flextech plc
"Flextech Group" Flextech and its subsidiary
undertakings
"Flextech shareholders" holders of Flextech shares
"Flextech share option The Flextech 1992 Approved
schemes" Share Option Scheme, the
Flextech 1992 Unapproved Share
Option Scheme, the Flextech
1995 Approved Share Option
Scheme, the Flextech 1995
Unapproved Share Option Scheme
and the Flextech Sharesave
Scheme
"Flextech shares" the existing issued and fully
paid ordinary shares of 10p
each in the capital of
Flextech and any further such
shares which are
unconditionally allotted or
issued on or before the date
on which the Offer becomes or
is declared unconditional as
to acceptances (or such later
date as Telewest may decide)
"Independent Directors" those directors of either
Telewest or Flextech (as the
case may be) who are not
appointed by MediaOne or
Liberty Media
"Liberty Media" Liberty Media International,
Inc. and/or its subsidiary
undertakings
"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
"MediaOne" MediaOne Group Inc. and/or
MediaOne International
Holdings Inc. and/or either of
their subsidiary undertakings
"Microsoft" Microsoft Corporation and/or
its subsidiary undertakings
"new Telewest shares" new ordinary shares of 10p
each in the capital of
Telewest to be issued pursuant
to the Offer
"Offer" the offer to be made by
Schroders on behalf of
Telewest to acquire all of the
issued and to be issued
Flextech shares on the terms
and subject to the conditions
to be set out in the Offer
Document (including, where the
context permits, any
subsequent revision,
variation, extension or
renewal thereof)
"Offer Document" the formal offer documentation
to be posted by Telewest to
Flextech shareholders relating
to the Offer
"Panel" The Panel on Takeover and
Mergers
"SEC" the United States Securities
Exchange Commission
"Schroders" J. Henry Schroder & Co.
Limited
"Telewest" or "Company" Telewest Communications plc
"Telewest Group" or "the Telewest and its subsidiary
Group" undertakings
"Telewest shareholders" the holders of Telewest shares
"Telewest shares" ordinary shares of 10 pence
each in the capital of
Telewest
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"US" or the United States America, its
"United States" territories and possessions,
any state of the United States
and the District of Columbia
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "associated undertaking" have the respective meanings given by the
Companies Act 1985.
END
MSCUBSNRRNRAUAR
Frk Ftse Tw Etf (LSE:FLXT)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Frk Ftse Tw Etf (LSE:FLXT)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
