THIS DOCUMENT SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO
CANADA, AUSTRALIA OR JAPAN.
J. Xxxxx Xxxxxxxx & Co. 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 J. Xxxxx
Xxxxxxxx & Co. Limited. J. Xxxxx Xxxxxxxx & Co. Limited is acting through
Xxxxxxxx & Co., Inc. for the purposes of making the Offer in and into the
United States.
OFFER TO PURCHASE
ALL ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
GENERAL CABLE PLC
BY
J. XXXXX XXXXXXXX & CO. LIMITED
ON BEHALF OF
TELEWEST COMMUNICATIONS PLC
--------------------------------------------------------------------------------
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M.
(LONDON TIME), 10:00 A.M. (NEW YORK CITY TIME), ON AUGUST 13, 1998, UNLESS
EXTENDED. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED, OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF GENERAL
CABLE SECURITIES WILL HAVE WITHDRAWAL RIGHTS DURING THE INITIAL OFFER
PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT
OFFER PERIOD, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES.
--------------------------------------------------------------------------------
June 29, 1998
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
J. Xxxxx Xxxxxxxx & Co. Limited ("Schroders") has been appointed by Telewest
Communications plc ("Telewest") to make an offer, on behalf of Telewest, to
purchase, upon the terms and subject to the conditions set forth in the
Telewest Offer to Purchase/Prospectus, dated June 29, 1998 (the "Offer to
Purchase") and the related Form of Acceptance or Letter of Transmittal, as
applicable (collectively, the "Offer"), all outstanding ordinary shares of
(Pounds)1 each ("General Cable shares") of General Cable PLC ("General Cable")
for 1.243 new Telewest shares and 65 xxxxx in cash per General Cable share and
all outstanding American Depositary Shares ("General Cable ADSs") of General
Cable, each representing five General Cable shares and evidenced by American
Depositary Receipts ("General Cable ADRs"), for 6.215 new Telewest shares (in
the form of new Telewest American Depositary Shares) and 325 xxxxx in cash per
General Cable ADS.
For your information and for forwarding to those of your clients for whom
you hold General Cable ADSs registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. The Offer to Purchase;
2. A printed form of letter that may be sent to your clients for whose
account you hold General Cable ADSs registered in your name or in
the name of a nominee, with space provided for obtaining such
clients' instructions with regard to the Offer;
3. The Letter of Transmittal to be used by holders of General Cable
ADSs to accept the Offer;
4. A Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number or
Substitute Form W-9; and
6. The return envelope addressed to the US Depositary.
THE OFFER MAY NOT BE ACCEPTED IN RESPECT OF GENERAL CABLE SHARES BY MEANS OF
A LETTER OF TRANSMITTAL. A FORM OF ACCEPTANCE FOR ACCEPTING THE OFFER IN
RESPECT OF GENERAL CABLE SHARES MAY BE OBTAINED FROM THE US DEPOSITARY OR THE
RECEIVING AGENT (AS EACH SUCH TERM IS DEFINED IN THE OFFER TO PURCHASE).
In all cases, payment for General Cable ADSs purchased pursuant to the Offer
will be made only after timely receipt by the US Depositary of General Cable
ADRs evidencing such General Cable ADSs or a confirmation of book-entry
transfer, together with a properly completed and duly executed Letter of
Transmittal (or a facsimile copy thereof) (or, in the case of a book-entry
transfer, an Agent's Message), and any other documents required by the Letter
of Transmittal.
Telewest does not intend to pay any fees or commissions to any broker,
dealer, or other person (other than Schroders, the US Depositary, the
Information Agent for the Offer and the Receiving Agent as described in the
Offer to Purchase) in connection with the solicitation of acceptances of the
Offer with respect to General Cable ADSs evidenced by General Cable ADRs. You
will, however, be reimbursed for customary mailing and handling expenses
incurred by you in forwarding the enclosed materials to your clients.
Additional copies of the enclosed materials may be obtained from the US
Depositary at its address and telephone number set forth in the Offer to
Purchase.
Terms defined in the Offer to Purchase and not otherwise defined herein
shall have the same meanings in this letter.
Very truly yours,
J. Xxxxx Xxxxxxxx & Co. Limited
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF SCHRODERS, TELEWEST, THE US DEPOSITARY, OR
THE RECEIVING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT
TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF
TRANSMITTAL.
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