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Barclays 25 | LSE:67LF | London | Medium Term Loan |
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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 ACQKKKKPPBKDPPN
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