Flextech PLC
11 April 2000
Not for release, publication or distribution in or into Canada, Japan or
Australia
Telewest Communications plc
Recommended Offer (the 'Offer') for Flextech plc
Level of acceptances and extension of Offer
Telewest announces that:
1. By 12 noon (London time) on 11 April 2000, valid acceptances had been
received in respect of 119,103,055 Flextech shares, representing 75.3
per cent. of Flextech's issued share capital. Included in the level of
acceptances are acceptances received pursuant to an undertaking to
accept the Offer from Liberty Media in respect of 41,690,950 Flextech
shares (representing approximately 26.4 per cent. of Flextech's issued
share capital) and acceptances received from MediaOne in respect of
10,518,933 Flextech shares (representing approximately 6.7 per cent. of
Flextech's issued share capital).
2. The Offer is still conditional, inter alia, on valid acceptances being
received in respect of not less than 90 per cent. in nominal value of
the Flextech shares to which the Offer relates (as set out in Part A of
Appendix I to the Offer Document (the 'Acceptance Condition')). As
contemplated in its Offer Document dated 7 March 2000, Telewest hereby
announces that it reserves the right to reduce the percentage of
Flextech shares required to satisfy the Acceptance Condition to 80 per
cent. Telewest currently intends to implement such reduction on 18
April 2000 and, provided that Liberty Media obtains the favourable tax
opinion referred to in the Offer Document, to declare the Offer
unconditional in all respects (subject to the up to 606,215,130 new
Telewest shares to be issued in connection with the Offer being admitted
to the Official List of the London Stock Exchange Limited) 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permitted, withdrawn) in respect of 80 per cent. or more in nominal
value of the Flextech shares to which the Offer relates; and
(b) all the remaining conditions to 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.
3. On this basis, Admission is expected to become effective and dealings in
the new Telewest shares are expected to commence at 8.00 a.m. on 19
April 2000.
4. The Initial Offer Period (during which Flextech shareholders will have
the right to withdraw their acceptances of the Offer in accordance with
paragraph 3 of Part B of Appendix I to the Offer Document) was extended
on 5 April 2000 and will expire at 3.00 p.m. (London time) on 18 April
2000, unless further extended.
5. When the Offer is declared unconditional, Flextech shareholders will no
longer have withdrawal rights under the Offer. Flextech shareholders
who do not want to accept the Offer if the Acceptance Condition is
reduced from the 90 per cent. level should either not accept the Offer
until after 18 April 2000 (or such later date as the reduction is
implemented) or withdraw their acceptances prior to 18 April 2000.
6. Save as disclosed herein, neither Telewest nor any person deemed to be
acting in concert with Telewest has acquired or agreed to acquire any
Flextech shares during the Offer Period (which commenced on 6 December
1999). Immediately prior to the commencement of the Offer Period, save
for Liberty Media and MediaOne (who hold 36.6 per cent. and 6.7 per
cent. of Flextech's issued share capital respectively), neither Telewest
nor any person deemed to be acting in concert with Telewest held any
Flextech shares (or rights over such shares).
7. Terms used in this announcement have the same meaning as terms defined
in the Offer Document, unless the context requires otherwise.
Press enquiries
Telewest
Charles Burdick 01483 750 900
Schroders
James Steel 020 7658 6000
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 will not be responsible to anyone other than Telewest for
providing the protections afforded to customers of Schroders nor for giving
advice in relation to the Offer.
A prospectus relating to the new Telewest shares offered in the Offer has
been filed by Telewest as part of a registration statement with the US
Securities and Exchange Commission. Flextech shareholders are advised to
read the prospectus regarding the business combination transaction referenced
above because it contains important information. Flextech shareholders may
obtain a free copy of the prospectus and other documents filed by Telewest by
directing such requests to Telewest Communications plc, Genesis Business
Park, Albert Drive, Woking, Surrey, GU21 5RW, United Kingdom. Attention:
Company Secretary. Telephone +44 1483 750 900.