Flextech PLC - Offer Update
18 Aprile 2000 - 6:58PM
UK Regulatory
RNS Number:3061J
Flextech PLC
18 April 2000
Not for release, publication or distribution in or into Canada, Australia or
Japan
Telewest Communications plc ("Telewest")
Recommended merger with Flextech plc ("Flextech")
declared unconditional subject to Admission
Further to the announcements on 5 April 2000 and 11 April 2000, Telewest
announces that:
1. It has today declared its recommended offer for Flextech (the "Offer")
unconditional, subject only 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 London Stock Exchange Limited ("Admission"). Admission is
expected to become effective at 8.00 a.m. tomorrow, 19 April 2000, and
the Offer will become unconditional in all respects (and withdrawal
rights will terminate) at that point.
2. As at 3.00 p.m. on 18 April 2000, valid acceptances of the Offer had
been received in respect of 142,801,248 Flextech shares representing
90.3 per cent. of Flextech's issued share capital. Included in the
level of acceptances are acceptances received pursuant to the
irrevocable undertaking to accept the Offer from Liberty Media in
respect of its full holding of 57,889,033 Flextech shares (representing
approximately 36.6 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).
3. The Offer will remain open for acceptance until further notice.
Flextech shareholders who have not yet accepted the Offer should
despatch their Acceptance Forms as soon as possible.
4. Having acquired more than 90 per cent. of the Flextech shares to which
the Offer relates, Telewest intends to take steps to acquire
compulsorily all those Flextech shares in respect of which valid
acceptances have not yet been received.
5. The changes to the Board and management of Telewest, set out in the
Offer Document and the announcement on 11 April 2000, will be
implemented tomorrow. In addition, Robert Bennett, President and Chief
Executive Officer of Liberty Media Corporation, will join the Board as a
non-executive director (representing Liberty Media) with effect from 19
April 2000.
6. Telewest intends to take steps to cancel Flextech's listing on the
Official List of London Stock Exchange Limited on 23 May 2000.
7. 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).
8. Terms used in this announcement have the same meaning as terms defined
in the Offer Document, unless the context requires otherwise.
18 April 2000
Press enquiries
Telewest
Charles Burdick 01483 750 900
Schroders
James Steel 0171 658 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.
END
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