RNS Number:8488G
Telewest Communications PLC
7 March 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR
JAPAN
Telewest Communications plc ("Telewest") and Flextech plc ("Flextech")
Further information regarding the recommended merger of Telewest and Flextech
(1) Posting of documents
On 27 January 2000, Telewest and Flextech announced the terms of a proposed
merger of the two groups to be effected by a recommended offer by Telewest of
3.78 new Telewest shares for each Flextech share (the "Offer"). The posting
of the Offer Document was stated to be pre-conditional on SEC clearance of
the documentation relating to the Offer.
Telewest and Flextech announce that the pre-condition to the Offer has been
satisfied and that documentation relating to the Offer is being posted to
Telewest and Flextech shareholders today. Telewest is convening an
Extraordinary General Meeting to seek shareholder approval of the Offer and
related matters to be held at 10.00 a.m. on Friday, 31 March 2000 and the
first closing date for the Offer is 3.00 p.m. on Tuesday, 4 April 2000.
(2) OFT statement
The Boards of Telewest and Flextech note, and welcome, the announcement by
the Department of Trade and Industry on Friday, 3 March 2000 that the
proposed Merger will not be referred to the Competition Commission.
Accordingly, this condition to the Offer has now been satisfied.
(3) Forward looking statement
Telewest expects to announce its preliminary results for the year ended 31
December 1999 on 23 March 2000. The documentation being posted to Telewest
and Flextech shareholders today contains the following statement in relation
to Telewest's recent results and future outlook:
"In its results for the nine months ended 30 September 1999 (which are
included elsewhere in this document), Telewest reported revenues of #576
million, EBITDA of #165 million and continuing strong operating performance.
Telewest also reported that it expected telephony margins in residential and
business services to continue to be impacted by the shift to lower margin
terminating operators, principally mobile phone operators and internet
service providers ("ISPs"), and that the increased operating investment
associated with its aggressive roll-out strategy for digital and high-speed
data services would result in a slowing down in EBITDA growth. Telewest's
performance in the final quarter of 1999 was in line with these expectations.
Principally as a result of its revised digital strategy, Telewest now expects
that its capital expenditure in 2000 will be approximately #550 million to
#625 million. Actual expenditure in 2000 will depend on subscriber numbers
since Telewest believes that the majority of its capital expenditure will be
customer-led, relating in part to digital television and high speed Internet
services.
For the future, Telewest believes that its aggressive digital strategy will
accelerate the delivery of broadband cable's full potential and maximise the
return on the investment it is making. Telewest is confident that this
strategy, together with the opportunities arising from the Merger, position
the Combined Group well for the future."
(4) Flextech financial information
In order to comply with a US law requirement that Telewest include certain
pro forma financial information in the documentation relating to the Offer,
Flextech announces certain financial information as at and for the nine
months ended 30 September 1999 (included as Appendix I). Flextech expects to
announce its preliminary results for the year ended 31 December 1999 on 23
March 2000.
Press enquiries:
Telewest 01483 750900 Flextech 020 7299 5000
Cob Stenham Adam Singer
Tony Illsley Brent Harman
Charles Burdick John Murray
Schroders 020 7658 6000 CSFB 020 7888 8888
James Steel Gillian Sheldon
Matthew Smith Ian Brown
Citigate Dewe Rogerson 020 7638 9571 Brunswick 020 7404 5959
Anthony Carlisle Alison Hogan
All times relate to the time in London
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.
CSFB, which is regulated in the UK by the Securities and Futures Authority
Limited, is acting for Flextech and no one else in connection with the Offer
and will not be responsible to anyone other than Flextech for providing the
protections afforded to customers of CSFB 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. Shareholders are advised to read the
prospectus regarding the business combination transaction referenced above
because it contains important information. Shareholders may obtain a free
copy of the prospectus and other documents filed by Telewest by directing
such request to Telewest Communications plc, Genesis Business Park, Albert
Drive, Woking, Surrey, GU21 5RW, United Kingdom. Attention: Company
Secretary. Telephone +44 1483 750 900.
___________________________________________________________________________
APPENDIX I
FLEXTECH PLC
FINANCIAL INFORMATION FOR THE 9 MONTHS ENDED 30 SEPTEMBER 1999
The disclosure document being issued today by Telewest Communications plc in
connection with its recommended offer for Flextech plc, includes financial
information for Flextech for the 9 months ended 30 September 1999 under both
UK and US GAAP.
This information has been prepared solely to comply with Telewest's
disclosure obligations with United States legal requirements. The
information has been derived from Flextech's management accounts and is
unaudited.
The information is set out in full below.
UNAUDITED UK GAAP INFORMATION
9 months to 30 September 1999
9 months to
30 September
1999
#'000
TURNOVER Group and share of joint
ventures:
Continued activities 119,939
Discontinued activities 821
TOTAL TURNOVER 120,760
Less: share of joint ventures' (26,422)
turnover
94,338
COST OF SALES (44,577)
GROSS PROFIT 49,761
OPERATING LOSS Continued activities (9,131)
Discontinued activities (615)
TOTAL OPERATING LOSS (9,746)
SHARE OF OPERATING LOSS joint ventures (4,026)
associated undertakings 6,053
INTANGIBLE AMORTISATION (8)
PROFIT ON DISPOSAL OF DISCONTINUED ACTIVITIES 1,261
LOSS ON ORDINARY ACTIVITIES
- BEFORE INTEREST (6,466)
Interest receivable and group 9,343
similar income
joint ventures 169
Interest payable and group (4,101)
similar charges:
joint ventures (4,378)
associated undertakings (632)
LOSS ON ORDINARY ACTIVITIES
- BEFORE TAXATION (6,065)
Tax charge on ordinary (2,022)
activities
Exceptional write back of deferred taxation provision 8,250
TOTAL TAXATION 6,228
PROFIT ON ORDINARY
ACTIVITIES 163
- AFTER TAXATION
Equity minority 2,028
interests
PROFIT ON ORDINARY ACTIVITIES
- ATTRIBUTABLE TO THE MEMBERS 2,191
Dividends -
RETAINED PROFIT FOR THE PERIOD
TRANSFERRED TO RESERVES 2,191
___________________________________________________________________________
UNAUDITED UK GAAP CONSOLIDATED BALANCE SHEET
30 September 1999
As at
30 September 1999
#'000 #'000
FIXED ASSETS
Intangible assets 1,860
Tangible assets 13,763
Investments
- Investments in joint ventures:
Share of gross assets 26,399
Share of gross liabilities (124,750)
(98,351)
Loans to joint ventures 220,282
Total investment in joint ventures 121,931
Investments in associated undertakings 16,811
138,742
154,365
CURRENT ASSETS
Programming inventory 38,682
Stock 686
Debtors (all falling due within one year) 28,357
Cash at bank and in hand 7,778
75,503
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR (64,543)
NET CURRENT ASSETS 10,960
TOTAL ASSETS LESS CURRENT LIABILITIES 165,325
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (67,447)
PROVISIONS FOR LIABILITIES AND CHARGES (3,367)
NET ASSETS 94,511
CAPITAL AND RESERVES
Called up share capital 15,776
Share premium account 171,747
Other reserve 1,345
Revaluation reserve 14,505
Profit and loss account (104,582)
TOTAL EQUITY SHAREHOLDERS' FUNDS 98,791
EQUITY MINORITY INTERESTS (4,280)
94,511
___________________________________________________________________________
UNAUDITED US GAAP INFORMATION
PROFIT AND LOSS ACCOUNT
Nine months ended 30 September 1999
US GAAP
#'000
Revenue 92,665
Cost of sales, operating costs and expenses:
Cost of sales (43,943)
Selling, general and administrative expenses (59,709)
Depreciation and amortisation (12,176)
(115,828)
Operating loss (23,163)
Other income (expense)
Interest income 546
Interest expense (7,528)
Share of losses from associate undertakings (15,748)
Minority interest in losses 2,028
Gains on dispositions 599
Other, net -
(20,103)
Loss before income taxes (43,266)
Income tax benefit (expense) 8,329
Net loss (34,936)
Other comprehensive loss, net of tax
Foreign currency translation 97
Unrealised loss on available for sale securities (84)
13
Comprehensive loss (34,923)
___________________________________________________________________________
UNAUDITED US GAAP CONSOLIDATED BALANCE SHEET
30 September 1999
As at
30 September
1999
#'000
Current assets
Cash and cash equivalents 7,778
Trade receivables, net of allowance 19,150
Inventories 686
Programming rights 7,775
Prepaid expenses 6,624
Other current assets 1,758
total current assets 43,771
Investments in affiliates, accounted for under
the equity method 261,222
Property and equipment, net of accumulated
depreciation 59,018
Goodwill and other intangibles, net of
accumulated amortisation 130,089
Programming rights 30,907
Other assets 3,978
Total assets 528,986
Current liabilities
Current portion of long-term debt (10,000)
Accounts payable (18,708)
Accrued liabilities (36,134)
Other current liabilities (6,986)
Total current liabilities (71,828)
Long term debt (67,253)
Capital lease obligations (50,190)
Other liabilities (6,986)
Total liabilities (189,852)
Minority interests (4,280)
Shareholders' equity
Ordinary share capital 15,776
Additional paid in capital 457,525
Accumulated other comprehensive earnings / (deficit) (985)
Retained earnings / (deficit) (128,902)
Total shareholders' equity 343,414
Total liabilities and shareholders' equity 528,986
___________________________________________________________________________
RECONCILIATION FROM UK GAAP TO US GAAP
Nine months ended
30 September 1999
#000
Net income under UK GAAP 2,191
Adjustments for:
Revenue recognition (1,673)
Advertising expense 488
Goodwill amortisation (6,002)
Share of losses on associate undertakings,
net of goodwill amortisation (19,709)
Long term incentive plan compensation (957)
Stock based compensation (4,582)
Lease expense (4,110)
Deferred taxation 79
Other, net (662)
Total adjustments (37,127)
Net loss as adjusted for US GAAP (34,936)
___________________________________________________________________________
END
MSCZGGGFVNLGGZM
Grafico Azioni Frk Ftse Tw Etf (LSE:FLXT)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Frk Ftse Tw Etf (LSE:FLXT)
Storico
Da Dic 2023 a Dic 2024
