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Workplace Tech PLC (WPL)

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Thursday 19 August, 1999

Workplace Tech PLC

Rec. Cash Offer by NTL Inc.

WORKPLACE TECHNOLOGIES PLC
19 August 1999

Not for release, distribution or publication in or into the United States,
Canada, Australia or Japan

                            NTL Incorporated
                        Recommended Cash Offer for
                        Workplace Technologies plc

-   The boards of NTL and Workplace Technologies announce that they have  
    agreed the terms of a recommended cash offer for the entire issued and to 
    be issued ordinary share capital of Workplace Technologies.  A Loan Note  
    Alternative will also be offered.

-   The Offer is 228 pence in cash for each Workplace Technologies Share,  
    valuing the entire existing issued share capital of Workplace Technologies
    at approximately GBP81 million. Instead of receiving cash, Workplace   
    Technologies shareholders can elect to receive Loan Notes for their   
    shares.

-   The Offer represents a premium of 57 per cent. over the closing middle  
    market price of a Workplace Technologies Share of 145 pence on 17 August, 
    1999,the last dealing day prior to the announcement by the Board of    
    Workplace Technologies that it was in discussions that may, or may not,   
    lead to an offer.

-   The Offer represents a price earnings multiple of approximately 34.5 times
    Workplace Technologies' basic earnings per share of 6.6 pence for the year
    ended 31 December, 1998 and an enterprise value multiple of approximately 
    26.6 times Workplace Technologies' operating profit of approximately   
    GBP3.8 million for the year ended 31 December, 1998.

-   Under the terms of the Offer, Workplace Technologies shareholders will be 
    entitled to receive and retain the interim dividend of 0.6 pence(net) per 
    Workplace Technologies Share announced today.

-   NTL has received irrevocable undertakings to accept the Offer from all the
    Workplace Technologies directors and certain other shareholders  
    representing in aggregate approximately 27.3 per cent. of Workplace 
    Technologies' issued ordinary share capital.

-   NTL is one of the largest telecommunications providers in the UK and 
    Ireland. It offers local business and residential telephony, cable  
    television and Internet services over local broadband networks to   
    approximately 25 per cent. of the cable households in Great Britain.  In 
    addition NTL is the largest cable operator in the Republic of Ireland and 
    also had cable franchises in France. Through its national telecoms    
    division, NTL owns and operates one of only five independent national 
    telecoms networks in the UK and offers national business telecoms,    
    national and international carrier telecommunications services and 
    satellite and radio communications services. In addition, NTL provides   
    digital and analog broadcast transmission services in the UK and 
    Australia.

-   The directors of NTL believe that acquiring Workplace Technologies will:
     
    -    enhance NTL's ability to provide data network solutions and services 
         to businesses throughout the UK and Ireland; and
     
    -    provide NTL with greater expertise in network planning, design and 
         installation to complement its state-of-the-art national   
         telecommunications network infrastructure.

-   Commenting on today's announcement, Barclay Knapp, Chief Executive of NTL,
    said:

    'NTL is on its way to the centre stage in this new world of communications
    where broadband fibre optic and Internet protocol networks are making   
    truly revolutionary services possible. The acquisition of Workplace   
    Technologies will significantly strengthen our ability to be the total  
    communications solutions provider for our business customers. Workplace 
    Technologies has a highly skilled employee base and an excellent track 
    record in providing data networking solutions which, when combined with   
    our national presence and network infrastructure, will increase 
    tremendously the scope of end-to-end services we provide to our customers.
    With the complementary strengths that Workplace Technologies provides, NTL
    will be in a position to increase the long-term growth of our business  
    services division and enhance value for our shareholders. We look forward 
    to welcoming Workplace Technologies and its employees to the NTL family.'

-   Commenting on today's announcement, Andrew Vaughan, Managing Director of 
    Workplace Technologies, said:

    'The UK network integration market has changed significantly in recent   
    years and the acquisition of Workplace Technologies by NTL will create a  
    business well placed to take advantage of the many opportunities in this  
    rapidly expanding market.

    The combination of network carrier capability, ISP experience and the  
    market presence of NTL, together with the network design, implementation 
    and support skills of Workplace Technologies, will enable the combined 
    business to offer a unique and comprehensive service to corporate   
    customers throughout the UK and Ireland.'

This summary should be read in conjunction with the attached press release.
                              

Press Enquiries:

NTL Incorporated              Aizad Hussain       0171 909 2000 / 0370 811 007
                              Alison Smith       01252 402 662 / 07788 186 154
                              Will Robinson      01252 402 661 / 07050 094 371
                                                            
                              In the US:
                              Bret Richter                    001 212 906 8440
                              Kathy Makrakis                  001 212 906 8440

Morgan Stanley Dean Witter    John Krumins                       0171 425 5000

Workplace Technologies plc    Andrew Vaughan                     01782 210 305
Hawkpoint Partners            Christopher Darlington             0171 665 4500
                              Graham Paton                       0171 665 4500


The Offer will not be made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facility of a national securities exchange of, the US,
Canada, Australia or Japan.  Accordingly, copies of this document are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the US, Canada, Australia or Japan.

Morgan Stanley & Co. Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for NTL and for no one else in connection with
the Offer and will not be responsible to anyone other than NTL for providing
the protections afforded to customers of Morgan Stanley & Co. Limited nor for
giving advice in relation to the Offer.

Hawkpoint Partners Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for Workplace Technologies and for no one else in
connection with the Offer and will not be responsible to anyone other than
Workplace Technologies for providing the protections afforded to customers of
Hawkpoint Partners Limited nor for giving advice in relation to the Offer.



Not for release, distribution or publication in or into the United States,
Canada, Australia or Japan

                                                                              
                            NTL Incorporated
                        Recommended Cash Offer for
                        Workplace Technologies plc

The boards of NTL and Workplace Technologies announce that they have agreed 
the terms of a recommended cash offer for the entire issued and to be issued
ordinary share capital of Workplace Technologies. The Offer is 228 pence in
cash for each Workplace Technologies Share, valuing the entire existing issued
share capital of Workplace Technologies at approximately GBP81 million. A Loan
Note Alternative will also be offered. The Offer will be made by Morgan
Stanley Dean Witter on behalf of NTL.

NTL has received irrevocable undertakings to accept the Offer from all the
Workplace Technologies directors and certain other shareholders in respect of
9,674,179 Workplace Technologies Shares, representing approximately 27.3 per
cent. of Workplace Technologies' issued ordinary share capital.  In the case
of the undertakings given by Barclays Industrial Development Limited in
respect of 1,582,870 Workplace Technologies Shares, these will cease to be
binding if a third party announces a firm intention to make a higher offer for
the Workplace Technologies Shares.  In the case of undertakings in respect of
1,943,934 Workplace Technologies Shares, these will cease to be binding if a
third party announces a firm intention to make an offer for the Workplace
Technologies Shares at 260 pence or more per share.  All of the other
undertakings will be binding even in the event of a third party announcing a
higher offer for the Workplace Technologies Shares.

The board of Workplace Technologies, which has been so advised by Hawkpoint
Partners, its financial advisers, considers the terms of the Offer to be fair
and reasonable.  In providing advice to the Board of Workplace Technologies,
Hawkpoint Partners has taken account of the Workplace Technologies directors'
commercial assessments. Accordingly, the Workplace Technologies directors will
unanimously recommend Workplace Technologies shareholders to accept the Offer,
as they and certain Workplace Technologies shareholders in whose Workplace
Technologies Shares they are deemed to have interests have undertaken to do in
respect of their aggregate beneficial holdings, representing approximately
15.8 per cent. of the issued ordinary share capital of Workplace Technologies.

The Offer

On behalf of NTL, Morgan Stanley Dean Witter will offer to acquire, subject to
the conditions and further terms set out in Appendix I and in the Offer
Document, all of the issued and to be issued share capital of Workplace
Technologies on the following basis:

       for each Workplace Technologies Share       228 pence in cash

Details of the financial effects of acceptance of the Offer are set out in
Appendix II.

The Offer represents a premium of 57 per cent. over the closing middle market
price of a Workplace Technologies Share of 145 pence on 17 August, 1999, the
last dealing day prior to the announcement by the board of Workplace
Technologies that it was in discussions that may, or may not, lead to an
offer.

The Offer represents a price earnings multiple of approximately 34.5 times
Workplace Technologies' basic earnings per share of 6.6 pence for the year
ended 31 December, 1998 and an enterprise value multiple of approximately 26.6
times Workplace Technologies' operating profit of approximately GBP3.8 million
for the year ended 31 December, 1998.

Loan Note Alternative

Workplace Technologies shareholders (other than certain overseas shareholders)
who validly accept the Offer may elect to receive Loan Notes to be issued by
NTL instead of all or part of the cash consideration to which they would
otherwise be entitled under the Offer, on the following basis:
       
       for each GBP1 of cash consideration         GBP1 nominal of Loan Notes

The Loan Notes will be unsecured and issued by NTL, credited as fully paid, in
amounts and integral multiples of GBP1 nominal value.  Any fractional
entitlements to Loan Notes will be disregarded and the cash not paid.  No
application will be made for the Loan Notes to be listed or dealt in on any
stock exchange but they will be transferable subject to certain restrictions
which will be set out in the Offer Document.  The Loan Notes will not be
guaranteed.

No Loan Notes will be issued unless, by the time the Offer becomes or is
declared unconditional in all respects, valid elections for the Loan Note
Alternative have been received which will result in the issue of at least GBP2
million nominal value of Loan Notes, or such smaller amount as NTL may decide.
If insufficient elections are received, Workplace Technologies shareholders
who validly elect for the Loan Note Alternative will receive cash in
accordance with the terms of the Offer. 

The rate of interest per annum payable on the Loan Notes will be LIBOR. 
Interest will be payable by half-yearly instalments in arrears (less any tax)
on 1 January and 1 July in each year, except that the first payment of
interest will be made on 1 July, 2000 in respect of the period from (and
including) the first date of issue of any of the Loan Notes to (but excluding)
1 July, 2000.  The Loan Notes will be redeemable in whole or in part for cash
at the option of Noteholders on 1 July, 2000 and subsequent interest payment
dates on 60 days' notice.  In certain circumstances NTL will have the right to
redeem all of the Loan Notes.  The final redemption date will be on 1 January,
2005.  The Loan Note Alternative will be conditional on the Offer becoming or
being declared unconditional in all respects.

The Loan Notes have not been, and will not be, registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States, Canada, Australia or Japan.  Accordingly, unless an
exemption under the US Securities Act or other relevant securities laws is
applicable, the Loan Notes may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, Canada,
Australia or Japan.

Further Terms of the Offer

The Workplace Technologies Shares which are the subject of the Offer will be
acquired by NTL fully paid and free from all liens, charges, equitable
interests, third party rights and encumbrances and together with all rights
now or hereafter attaching thereto, including the right to all dividends and
other distributions (if any) declared, made or paid after the date the Offer
is made, save that Workplace Technologies shareholders will retain the right
to receive the interim dividend of 0.6 pence (net) per Workplace Technologies
Share in respect of the six month period ended 30 June 1999 declared today. 
This interim dividend will be paid to shareholders on the register of members
at the close of business on 6 September, 1999 on 8 October, 1999 or, if
earlier, within 14 days of the Offer becoming or being declared unconditional
in all respects.

The Offer will be subject to the conditions and further terms set out in
Appendix I to this announcement and in the Offer Document when issued. Details
of the bases and sources of certain information in this announcement and the
financial effects of acceptance of the Offer are set out in Appendix II.

Reasons for the Offer

The NTL board believes that the acquisition of Workplace Technologies, one of
the leading data network integrators in the UK, will enhance NTL's ability to
provide data network solutions and services to businesses throughout the UK
and Ireland.  The acquisition of Workplace Technologies will provide NTL with
greater expertise in network planning, design and installation to complement
its state-of-the-art national telecommunications network infrastructure.
It is intended that Workplace Technologies will be fully integrated within
NTL's business activities to help improve NTL's coverage and penetration of
business customers in the UK and exploit the rapidly expanding market for
data, Internet and video services.

Following the acquisition of Workplace Technologies, NTL will be able to offer
businesses a single, one-stop supplier for all their business communications
network needs - from initial network design and installation to network
operation and maintenance.  By taking on the staff, assets and capabilities of
Workplace Technologies, NTL will enhance its ability to offer a truly
end-to-end data service to its business customers.

Information on NTL

NTL is one of the largest telecommunications providers in the UK and Ireland.
The company offers local business and residential telephony, cable television
and Internet services over local broadband networks approximately 25 per cent.
of the cable households in Great Britain. In addition, NTL is the largest
cable operator in the Republic of Ireland and also has cable franchises in
France. Through its national telecoms division, NTL owns and operates one of
only five independent national telecoms networks in the UK and offers national
business telecoms, national and international carrier telecommunications
services and satellite and radio communications services.  In addition, NTL
provides broadcast transmission services in the UK and Australia.

On 26 July, 1999, NTL announced that, with the support of France Telecom SA,
it had agreed to acquire the consumer telephone, Internet and cable television
operations of CWC. After completion of the CWC ConsumerCo transaction, which
is subject to the satisfaction or waiver of certain conditions, NTL's local
broadband network coverage is expected to extend to over half of the total
cable households in the UK, bringing parts of metropolitan London, Manchester
and Leeds (amongst others) to NTL's group of regional networks giving NTL more
than 2.8 million customers.

NTL has consistently outperformed other industry players in attracting and
maintaining customers. NTL's penetration rate is currently 46 per cent. in its
UK franchises (prior to recognising the effect of the acquisitions of ComCast
UK Cable Partners Limited, ComTel UK Finance B.V., Diamond Cable
Communications plc and CableLink Limited). NTL also achieved relatively low
average annual subscriber 'churn' of 13 per cent. for the quarter ended 30
June, 1999.  

NTL is listed on Nasdaq and EASDAQ.  In the financial quarter to 30 June,
1999, NTL generated annualised EBITDA (before corporate overhead and franchise
fees) of USD149.3 million on annualised group revenues of USD1,441.0 million. 
Based on the closing price of NTL ordinary shares on Nasdaq on 17 August, 1999
and on an exchange rate of GBP1:USD1.6048, NTL's fully diluted share capital
was valued at approximately GBP8.2 billion. 

Information on Workplace Technologies 

Workplace Technologies is one of the UK's leading independent network services
organisations. It provides services ranging from the initial design and
installation of data, voice and video networks through to the monitoring,
management and support of these networks. It operates in the rapidly growing
network integration and services market sector which reflects the increased
dependency of organisations on their communications networks, the growth in
Internet and Intranet based applications and the trend towards the outsourcing
of networking requirements.

Workplace Technologies is listed on the London Stock Exchange.  For the six
months ended 30 June, 1999, Workplace Technologies generated headline
operating profit of GBP2.1 million (1998: GBP2.0 million) on a turnover of
GBP56.2 million (1998: GBP40.0 million).  In the year ended 31 December, 1998,
Workplace Technologies reported headline operating profit of approximately
GBP4.9 million on revenues of approximately GBP83.0 million.

Management and Employees

NTL attaches great importance to the skills and experience of the existing
management and employees of Workplace Technologies. The executive directors of
Workplace Technologies will retain their existing responsibilities for the
management of the Workplace Technologies Group following the Offer becoming or
being declared unconditional. NTL has given assurances that the existing
employment rights, including pension rights, of all the management and
employees of Workplace Technologies Group will be fully safeguarded in
accordance with applicable law. 

Workplace Technologies Share Incentive Schemes

The Offer will extend to any Workplace Technologies Shares issued or
unconditionally allotted while the Offer remains open for acceptance (or by
any earlier date that NTL may, subject to the City Code, decide), including
Workplace Technologies Shares issued pursuant to the exercise of share options
granted under the Workplace Technologies Share Incentive Schemes.  If the
Offer becomes or is declared wholly unconditional, appropriate proposals will
be made in due course to participants in the Workplace Technologies Share
Incentive Schemes. 

Financing

NTL plans to finance the Offer through its existing cash resources.

Compulsory acquisition and application for de-listing of Workplace
Technologies Shares

It is the intention of NTL, if sufficient acceptances of the Offer are
received and/or sufficient Workplace Technologies Shares are otherwise
acquired, to apply the provisions of section 428 to 430F (inclusive) of the
Companies Act to acquire compulsorily any outstanding Workplace Technologies
Shares.

It is also intended that, following the Offer becoming or being declared
unconditional in all respects, and subject to any applicable requirements of
the London Stock Exchange, NTL will procure that Workplace Technologies will
apply to the London Stock Exchange for the Workplace Technologies Shares to be
de-listed. De-listing would significantly reduce the liquidity and
marketability of any Workplace Technologies Shares not assented to the Offer.
It is anticipated that the cancellation of Workplace Technologies' listing on
the London Stock Exchange will take effect 20 business days after the Offer
becomes or is declared unconditional in all respects.

General

To the best of NTL's knowledge and belief and save as disclosed herein,
neither NTL nor any director of NTL, nor any person acting in concert with
NTL, owns or controls any Workplace Technologies Shares or any options to
purchase any Workplace Technologies Shares.  

This announcement does not constitute an offer or an invitation to purchase
securities. The Offer is not being made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facility of a national securities exchange of, the
United States, Canada, Australia or Japan.  Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise distributed
or sent in or into or from the United States, Canada, Australia or Japan. The
availability of the Offer to Workplace Technologies shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions.  Workplace Technologies shareholders who are not resident in
the United Kingdom should inform themselves about and observe any applicable
requirements.

Definitions used in this press announcement are set out in Appendix III.

Offer Document

It is expected that Morgan Stanley Dean Witter, which is acting as financial
adviser to NTL, will despatch the formal Offer Document, setting out full
details of the Offer, together with the Form of Acceptance, to Workplace
Technologies shareholders in the next few days.  


Press Enquiries:

NTL Incorporated              Aizad Hussian       0171 909 2000 / 0370 811 007
                              Alison Smith       01252 402 662 / 07788 186 154
                              Will Robinson      01252 402 661 / 07050 094 371
                                                            
                              In the US:
                              Bret Richter                    001 212 906 8440
                              Kathy Makrakis                  001 212 906 8440

Morgan Stanley Dean Witter    John Krumins                       0171 425 5000

Workplace Technologies plc    Andrew Vaughan                     01782 210 305
Hawkpoint Partners            Christopher Darlington             0171 665 4500
                              Graham Paton                       0171 665 4500


The Offer will not be made, directly or indirectly, in or into, or by the use
of the mails of, or by any means of instrumentality of interstate or foreign
commerce of, or any facility of a national securities exchange of, the US,
Canada, Australia or Japan.  Accordingly, copies of this document are not
being, and must not be, mailed or otherwise distributed or sent in or into or
from the US, Canada, Australia or Japan.

Morgan Stanley & Co. Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for NTL and for no one else in connection with
the Offer and will not be responsible to anyone other than NTL for providing
the protections afforded to customers of Morgan Stanley & Co. Limited nor for
giving advice in relation to the Offer.

Hawkpoint Partners Limited, which is regulated by The Securities and Futures
Authority Limited, is acting for Workplace Technologies and for no one else in
connection with the Offer and will not be responsible to anyone other than
Workplace Technologies for providing the protections afforded to customers of
Hawkpoint Partners Limited nor for giving advice in relation to the Offer.


                                 APPENDIX 1
              Conditions Of The Offer For Workplace Technologies 

The Offer, which will be made by Morgan Stanley Dean Witter on behalf of NTL,
will comply with all applicable rules and regulations of the London Stock
Exchange and the City Code, will be subject to the terms and conditions set
out below and as set out in the Offer Document and in the Form of Acceptance,
will be governed by English law and will be subject to the jurisdiction of the
English courts.

The Offer will be subject to the following conditions:

(a) valid acceptances of the Offer being received (and not, where permitted,  
    withdrawn) by no later than 3:00 p.m. on the first closing date (or such  
    later time(s) and/or date(s) as NTL may, subject to the rules of the City 
    Code, decide) in respect of not less than 90 per cent. (or such lesser 
    percentage as NTL may decide) in nominal value of the Workplace 
    Technologies Shares to which the Offer relates, provided that this 
    condition will not be satisfied unless NTL and/or any of its wholly owned 
    subsidiaries shall have acquired or agreed to acquire, whether pursuant to
    the Offer or otherwise, Workplace Technologies Shares carrying, in 
    aggregate, more than 50 per cent. of the voting rights then exercisable at
    a general meeting of Workplace Technologies, including for this purpose,  
    to the extent (if any) required by the Panel, any such voting rights 
    attaching to any Workplace Technologies Shares that may be unconditionally
    allotted or issued before the Offer becomes or is declared unconditional  
    as to acceptances whether pursuant to the exercise of any outstanding 
    conversion or subscription rights or otherwise, and for this purpose:

    (i)   the expression 'Workplace Technologies Shares to which the Offer   
          relates' shall be construed in accordance with sections 428 to 430F 
          of the Companies Act; and
    
    (ii)  shares which have been unconditionally allotted but not issued shall
          be deemed to carry the voting rights which they will carry upon  
          issue;
(b) one of the following events having occurred:
    
    (i)   the Minister for Enterprise, Trade and Employment of the Republic of
          Ireland(the 'Minister')having stated in writing that he has decided 
          not to make an order under Section 9 of the Mergers, Take-Overs and 
          Monopolies (Control) Act 1978 (the 'Act') in relation to the 
          proposed acquisition of the Workplace Technologies Shares by NTL 
          hereunder;
    
    (ii)  the Minister having made an order under Section 9 of the Act in   
          relation to the proposed acquisition of the Workplace Technologies  
          Shares by NTL hereunder on terms acceptable to NTL; or
    
    (iii) the relevant period within the meaning of Section 6 of the Act    
          having elapsed without the Minister having made an order under 
          Section 9 of the Act in relation to the proposed acquisition of 
          Workplace Technologies Shares by NTL hereunder;

(c) no government, government department or governmental, quasi-governmental, 
    supranational, municipal, statutory, regulatory or investigative body,   
    authority or any court, trade agency, professional association or any 
    other person or body in any jurisdiction (each a 'Relevant Authority') 
    having decided to take, institute, implement or threaten any action, 
    proceedings, suit, investigation or enquiry, or made, proposed or enacted 
    any statute, regulation or order or taken any other steps and there not  
    continuing to be outstanding any statute, legislation, regulation,   
    decision or order thereof, which would or is reasonably likely to :

    (i)   make the Offer or any acquisition by NTL of any Workplace   
          Technologies Shares or control of Workplace Technologies void,  
          illegal or unenforceable in any jurisdiction or otherwise materially
          and adversely, directly or indirectly, restrict, restrain, prohibit,
          delay or otherwise interfere with the implementation of, or impose  
          material additional conditions or obligations with respect to, or   
          otherwise materially impede, challenge, interfere or require 
          amendment to the terms of, the Offer or any such acquisition; 

    (ii)  require, prevent or delay the acquisition or alter the terms  
          envisaged for any proposed acquisition by NTL of some or all of the 
          Workplace Technologies Shares;

    (iii) impose any limitation on the ability of NTL to acquire or to hold or
          to exercise effectively any rights of ownership of shares or loans  
          or securities convertible into shares in any member of the Workplace
          Technologies Group or to exercise management control over any member
          of the NTL Group or the Workplace Technologies Group;

    (iv)  require NTL or any member of the NTL Group to offer to acquire any 
          shares in any member of the Workplace Technologies Group (other than
          in implementation of the Offer or pursuant to Rule 9 of the City  
          Code); 

    (v)   otherwise materially and adversely affect the business, profits or 
          prospects of any member of the Workplace Technologies Group or of   
          any member of the NTL Group;

and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, institute, implement or threaten any
such action, proceeding, suit, investigation or enquiry having expired, lapsed
or been terminated;

(d) all necessary filings having been made, all necessary waiting periods     
    under any applicable legislation or regulations of any jurisdiction having
    expired, lapsed or terminated, in each case in respect of the Offer and 
    the acquisition of any Workplace Technologies Shares, or of control of 
    Workplace Technologies, by NTL, or any matter arising therefrom or 
    relating thereto and all authorisations, orders, recognitions, grants, 
    consents, licences, confirmations, clearances, permissions and approvals 
    necessary in any jurisdiction for, or in respect of, the Offer and any 
    acquisition or the proposed acquisition of any Workplace Technologies 
    Shares, or of control of Workplace Technologies by NTL and to carry on the
    business of NTL or any member of the Workplace Technologies Group having 
    been obtained, in terms and in a form reasonably satisfactory to NTL, from
    all appropriate Relevant Authorities and from persons or bodies with whom 
    NTL or any member of the NTL Group or the Workplace Technologies Group has
    entered into contractual arrangements ('Authorisations') where the absence
    of such Authorisations would have a material adverse effect on the 
    Workplace Technologies Group taken as a whole or on the NTL Group taken as
    a whole, as the case may be, and all such Authorisations remaining in full
    force and effect and there being no notice of an intention to revoke, 
    suspend, restrict, modify or not to renew any of the same and all 
    necessary statutory and regulatory obligations in any jurisdiction having 
    been complied with; 

(e) except as publicly announced prior to 19 August, 1999, there being no     
    provision of any arrangement, agreement, licence, instrument or  
    authorisation to which any member of the Workplace Technologies Group is a
    party or by or to which any such member or any of their assets may be 
    bound, entitled or subject and which, in consequence of the Offer or any 
    acquisition or proposed acquisition of any Workplace Technologies Shares 
    or control of Workplace Technologies by NTL or otherwise, would or is 
    reasonably likely to, to an extent which is material in the context of the
    Workplace Technologies Group taken as a whole, result in:

    (i)   any monies borrowed by, or other indebtedness actual or contingent, 
          of any such member being or becoming repayable or being capable of 
          being declared repayable immediately or prior to their or its stated
          maturity or repayment date or the ability of any such member to 
          borrow monies or to incur any indebtedness being withdrawn or 
          inhibited or becoming capable of being withdrawn or inhibited;

    (ii)  the creation of any mortgage, charge or other security interest over
          the whole or any part of the business, property or assets of any  
          such member or any such security (whenever arising or having arisen)
          becoming enforceable or being capable of being enforced;

    (iii) the rights, liabilities, obligations or interests of any such member
          under any such arrangement, agreement, licence, instrument or 
          authorisation or the interests or business of any such member in or 
          with any other firm or body or person (or any agreement or 
          arrangement relating to such interests or business) being  
          terminated, adversely modified, materially affected or any action  
          being taken of an adverse nature or any obligation arising  
          thereunder;

    (iv)  any assets of any such member being or falling to be disposed of or 
          any right arising under which any such asset or interest could be 
          required to be disposed of other than in the ordinary course of 
          business;

    (v)   the interest or business of any such member in or with any firm,  
          company, body or person, or any arrangements relating to such 
          interest or business, being terminated or adversely modified or 
          affected;

    (vi)  any such member ceasing to be able to carry on business under any  
          name under which it presently does so;

    (vii) the value or financial or trading position or prospects of any such 
          member being prejudiced or adversely affected; or

    (viii)the creation of material actual or contingent liabilities by any   
          such member;

(f) except as publicly announced by Workplace Technologies prior to the 19 
    August 1999, no member of the Workplace Technologies Group having since 31
    December, 1998:

    (i)   issued or agreed to or 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 for options granted, and for 
          any Workplace Technologies Shares allotted upon exercise of options 
          granted, under the Workplace Technologies Share Incentive Schemes 
          before 19 August, 1999);

    (ii)  recommended, declared, paid or made or proposed to recommend, 
          declare, pay or make any bonus in respect of shares, dividends or 
          other distribution other than to other members of the Workplace 
          Technologies Group save for the interim dividend of 0.6 pence(net)  
          declared on the Workplace Technologies Shares in respect of the six 
          month period ended 30 June, 1999;

    (iii) made or authorised or proposed or announced its intention to propose
          any merger or demerger or acquisition or disposal of assets or 
          shares which is material in the context of the Workplace 
          Technologies Group taken as a whole (other than in the ordinary 
          course of trading) or any such material change in its share or loan 
          capital;

    (iv)  issued, authorised or proposed the issue of any debentures or 
          incurred any indebtedness or contingent liability which is material 
          in the context of the Workplace Technologies Group taken as a whole;

    (v)   merged with any body corporate or disposed of or demerged or 
          transferred, mortgaged, charged or encumbered any asset (including 
          shares and trade investment) or any right, title or interest in any 
          asset in a manner which is material in the context of the Workplace 
          Technologies Group taken as a whole;

    (vi)  purchased, redeemed or repaid or announced any proposal to purchase,
          redeem or repay any of its own shares or other securities or reduced
          or made any other change to any part of its share capital; 

    (vii) entered into or materially varied any contract or commitment other 
          than in the ordinary course of business (whether in respect of 
          capital expenditure or otherwise) which is of a long-term, onerous 
          or unusual nature or involves or is reasonably likely to involve an 
          obligation of such a nature in each case which is material in the 
          context of the Workplace Technologies Group taken as a whole;

    (viii)waived or compromised any claim which is material in the context of 
          the Workplace Technologies Group taken as a whole; 

    (ix)  implemented or authorised, proposed or announced its intention to   
          implement or enter into any reconstruction, amalgamation, scheme, 
          commitment, transaction or arrangement (otherwise than in the 
          ordinary course of business) which is material in the context of the
          Workplace Technologies Group taken as a whole;

    (x)   taken any corporate action or had any order made for its winding-up,
          dissolution or reorganisation or for the appointment of a receiver, 
          administrator, administrative receiver, trustee or similar officer 
          of all or any of its assets and revenues or any analogous or similar
          event having occurred in any jurisdiction;

    (xi)  entered into or made an offer (which remains open for acceptance) to
          enter into or materially change the terms of any service agreement 
          with any of the directors of Workplace Technologies ; or

    (xii) entered into any agreement or commitment or passed any resolution 
          with respect to any of the transactions or events referred to in 
          this paragraph (f);

(g) since 31 December, 1998, except as publicly announced by Workplace        
    Technologies prior to the date of this announcement and save as disclosed 
    in the announcement by Workplace Technologies of its interim results for 
    the six month period ended 30 June, 1999:

    (i)   there having been no adverse change in the business, assets, 
          financial or trading position or profits or prospects of any member 
          of the Workplace Technologies Group which in any such case is 
          material in the context of the Workplace Technologies Group taken as
          a whole; 

    (ii)  no litigation, arbitration proceedings, prosecution or other legal 
          proceedings having been instituted, announced or threatened by or 
          against or remaining outstanding against any member of the Workplace
          Technologies Group which in any such case could have a material 
          adverse effect on the Workplace Technologies Group taken as a whole;

    (iii) there having been no inquiry or investigation by or complaint or 
          reference to any Relevant Authority in respect of any member of the 
          Workplace Technologies Group and no such inquiry, investigation, 
          complaint or reference having been threatened, announced or 
          instituted or remaining outstanding which would in any such case 
          reasonably be expected materially and adversely to affect the 
          Workplace Technologies Group taken as a whole; or 

    (iv)  no contingent or other liability having arisen or become apparent to
          NTL which would reasonably be expected materially and adversely to 
          affect the Workplace Technologies Group taken as a whole;

(h) NTL not having discovered, save as disclosed or publicly  announced by   
    Workplace Technologies prior to the date of this announcement, that the  
    financial or business information concerning the Workplace Technologies 
    Group as contained in the information publicly disclosed at any time by or
    on behalf of any member of the Workplace Technologies Group is misleading 
    or contains a material misrepresentation of fact which has not, prior to 
    the date of the announcement, been corrected by public announcement or 
    omits to state a fact necessary to make the information contained therein 
    not materially misleading.

NTL reserves the right to waive in whole or in part all or any of the
conditions other than condition (a). 

The Offer will lapse unless the conditions set out above (other than condition
(a) to the Offer) are fulfilled or (if capable of waiver) waived or, where
appropriate, have been determined by NTL in its reasonable opinion to be or to
remain satisfied no later than 21 days after the first closing date or after
the date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later, or such later date as the Panel may
agree.

NTL shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (h) 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
and that there are at such earlier date no circumstances indicating that any
such conditions may not be capable of fulfilment. If NTL is required by the
Panel to make an offer for Workplace Technologies Shares under the provisions
of Rule 9 of the City Code, NTL may make such alterations to the above
condition, including condition (a) above, as are necessary to comply with the
provisions of that Rule.

The Offer will lapse if a reference is made to the Competition Commission in
the UK in respect of the Offer before 3.00 pm on the first closing date or the
date on which the Offer becomes or is declared unconditional as to
acceptances, whichever is the later.  If the Offer so lapses, it will cease to
be capable of further acceptance and accepting Workplace Technologies
shareholders will cease to be bound by Form(s) of Acceptance submitted before
the time when the Offer lapsed.


                                 APPENDIX II
                  Financial and Other Information on the Offer

1. Bases and Sources

    (i)   Unless otherwise stated, financial information concerning NTL and 
          Workplace Technologies has been derived from the published annual 
          report and accounts and interim statements of the relevant company 
          for the relevant periods. 

    (ii)  The value of the Offer is based on 35,456,962 Workplace Technologies
          Shares in issue.

    (iii) The closing middle market prices of Workplace Technologies Shares 
          are derived from the London Stock Exchange Daily Official List for 
          the relevant date.

    (iv)  Estimates of market positions are based on NTL's estimates of its 
          and Workplace Technologies' market shares and those of their 
          principal competitors.

2. Financial Effects of Acceptance

On the basis and assumptions set out in the notes below, for illustrative
purposes only and assuming the Offer becomes or is declared unconditional in
all respects, the following tables show the financial effects on capital value
and income for a holder of one Workplace Technologies Share who accepts the
Offer, if the Offer becomes or is declared unconditional in all respects.  

                                                                       Offer
                                                                      ------- 

                                                                        (p)

(a) Capital Value

Cash consideration received                                            228.0

Market value of one Workplace Technologies Share (1)                   145.0
                                                                      ------- 
Increase in capital value                                               83.0
                                                                      -------

This represents an increase of:                                         57.2%


(b) Gross Income

Gross interest income from reinvestment of cash consideration (2)       14.5

Gross dividend income on one Workplace Technologies Share (3)            2.2
                                                                      -------
Increase in income                                                      12.4
                                                                      -------
This represents an increase of:                                        571.4%


Notes:        
(1) The market value of one Workplace Technologies Share is based on the 
    closing middle market price of 145 pence per Workplace Technologies Share 
    derived from The London Stock Exchange Daily Official List for 17 August, 
    1999, the last dealing day prior to the announcement by the Board of 
    Workplace Technologies that it was in discussions that may, or may not, 
    lead to an Offer.

(2) Gross interest income from the cash consideration has been calculated   
    assuming that it is re-invested so as to yield 6.38 per cent. per annum, 
    being the medium coupon average gross redemption yield for the 
    FT-Actuaries Fixed Interest Index (5-15 years) as published in the 
    Financial Times dated 17 August, 1999, the last dealing day prior to the 
    announcement by the Board of Workplace Technologies that it was in 
    discussions that may, or may not, lead to an Offer.
    
(3) The gross dividend income on one Workplace Technologies Share is based on 
    the aggregate of: a) the final dividend of 1.2 pence (net) in respect of  
    the year ended 31 December, 1999; and b) the interim dividend of 0.6 pence
    (net) in respect of the six months ended 30 June, 1999 together, in each  
    case, with an associated tax credit of 20/80ths (in the case of the final 
    dividend) and 1/9th  (in the case of the interim dividend) of the amount 
    paid, as the case may be.
       
(4) No account has been taken of any liability to taxation.


                                 APPENDIX III
                                 Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise:

Australia                        The Commonwealth of Australia, its states,   
                                 territories and possessions

Canada                           Canada, its provinces and territories

City Code                        The City Code on Takeovers and Mergers

Companies Act                    The Companies Act 1985, as amended

CWC                              Cable & Wireless Communications plc

CWC ConsumerCo transaction       The proposed acquisition by NTL of the  
                                 consumer cable telephone, Internet and 
                                 television operation of CWC announced on 26 
                                 July 1999

EASDAQ                           European Association of Securities Dealers 
                                 Automated Quotation

EBITDA                           Earnings before interest, tax, depreciation 
                                 and amortisation expenses

enlarged Group                   The NTL Group as enlarged by the acquisition 
                                 of the Workplace Technologies Group

Form of Acceptance               The form of acceptance, election and 
                                 authority relating to the Offer and Loan Note
                                 Alternative

Hawkpoint Partners               Hawkpoint Partners Limited

ISP                              Internet Service Provider

LIBOR                            London Interbank Offered Rate

Loan Notes                       The floating rate unsecured loan notes to be 
                                 issued by NTL pursuant to the Loan Note 
                                 Alternative, particulars of which are set out
                                 in Appendix II

Loan Note Alternative            The right of election forming part of the 
                                 Offer whereby holders of Workplace  
                                 Technologies Shares who validly accept the 
                                 Offer may elect to receive all or part of the
                                 cash consideration to which they would 
                                 otherwise be entitled  under the Offer in  
                                 Loan Notes

The London Stock Exchange        London Stock Exchange Limited

Morgan Stanley Dean Witter       Morgan Stanley & Co. Limited 

Offer                            The recommended offer by Morgan Stanley Dean 
                                 Witter on behalf of NTL to acquire all of the
                                 Workplace Technologies Shares

Offer Document                   The document to be despatched on behalf of 
                                 NTL containing and setting out the terms and 
                                 conditions of the Offer

Panel                            The Panel on Takeovers and Mergers

Nasdaq                           National Association of Securities Dealers,  
                                 Incorporated

NTL                              NTL Incorporated

NTL Group                        NTL and its subsidiary and associated 
                                 undertakings and, where the context admits, 
                                 each of them

United States or US              United States of America including the  
                                 District of Columbia, its territories and 
                                 possessions and any other areas subject to 
                                 its jurisdiction

US Securities Act                The United States Securities Act of 1933, as 
                                 amended

United States persons            Has the meaning given to it in Regulation S 
                                 under the US Securities Act

Workplace Technologies           Workplace Technologies plc

Workplace Technologies Group     Workplace Technologies, its subsidiaries and 
                                 subsidiary undertakings 

Workplace Technologies Share 
Incentive Schemes                The Workplace Technologies plc Approved  
                                 and Unapproved Share Option Schemes, The 
                                 Workplace Technologies plc Sharesave Scheme 
                                 1997 and The Workplace Technologies plc 
                                 Discretionary Share Option Scheme 1997 
                                 operated by Workplace Technologies

Workplace Technologies Shares    The existing unconditionally allotted or 
                                 issued and fully paid ordinary shares of 5p 
                                 each in the capital of Workplace Technologies
                                 and any further shares which are 
                                 unconditionally allotted or issued prior to 
                                 the date on which the Offer closes (or such 
                                 earlier date or dates as NTL may, subject to 
                                 the City Code, decide)

Workplace Technologies 
shareholders                     Holders of Workplace Technologies Shares

'subsidiary', 'subsidiary undertaking', 'associated undertaking' and
'undertaking' shall be construed in accordance with the Companies Act, other
than paragraph 20(1)(b) Schedule 4A to the Companies Act which shall be
excluded for this purpose, and 'significant interest' means an interest in ten
per cent. or more of the equity share capital (as defined in the Companies
Act).



                                                                                                                                                                                          

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