Exhibit F
Mr. Xxxx Xxxxx
Southwestern Xxxx International Holdings (UK-1) Corporation ("SBC")
000 Xxxx Xxxxxxx
Room 11 B80
Xxx Xxxxxxx
XX 00000
PRIVATE & CONFIDENTIAL
Dear Xxxx,
TELEWEST COMMUNICATIONS PLC ("TELEWEST")
Further to our discussions over the weekend, I want to confirm with you the
agreement we have reached:
1. Subject to the matters outlined in paragraph 3 below, SBC agrees to
sell and MediaOne International Holdings, Inc. ("MEDIAONE HOLDINGS")
agrees to buy as soon as reasonably practical, but in any event within
five business days from satisfaction of the conditions set out in
paragraph 3, up to 180,000,000 ordinary shares of 10p each in the
capital of TeleWest ("TELEWEST SHARES") subject to a minimum number
("MINIMUM") equal to the lesser of (a) 170,000,000 of such ordinary
shares and (b) the number of TeleWest Shares as shall be available for
SBC to sell following any exercise by TeleCommunications International,
Inc. ("TINTA") in regard to its right of first offer referred to in
3(a) below at a price of US$2.25 per share.
2. Within five business days of satisfaction of the conditions in
paragraph 3 below, MediaOne Holdings shall acquire and SBC shall sell
the lesser of (a) such number of the TeleWest Shares as when aggregated
with those then held by MediaOne Holdings and persons treated as acting
in concert with MediaOne Holdings for the purposes of the City Code on
Takeovers and Mergers, would represent 29.9% of the voting rights of
TeleWest (but in no event less than the Minimum) or (b) all of the
TeleWest Shares or any lesser number of TeleWest Shares as shall be
available for SBC to sell following any exercise by TINTA in regard to
its right of first offer referred to in 3(a) below ("SALE SHARES"). SBC
will be under no obligation to sell and MediaOne Holdings will be under
no obligation to buy any TeleWest Shares from SBC other than the Sale
Shares. MediaOne Holdings confirms that based on the provisional
figures produced in connection with the merger of TeleWest and General
Cable by J. Xxxxx Xxxxxxxx & Co. Ltd., London ("SCHRODERS") dated 7
September 1998 and aggregating the number of shares held by MediaOne
Holdings
and persons treated as acting in concert with it for the purposes of
the City Code on Takeovers and Mergers, the number of Sale Shares that
it will be entitled to acquire will be 178,077,333. However, the
precise number of Sale Shares to be acquired by MediaOne is subject to
confirmation by Schroders, which confirmation is expected to be given
by Tuesday 15 September. At completion MediaOne Holdings will pay to
SBC in same day funds of US$2.25 per share by electronic transfer to an
account notified by SBC against delivery to MediaOne Holdings of duly
executed stock transfer forms in respect of the Sale Shares in favor of
MediaOne Holdings (or its designee) and the relative share
certificates. Completion shall take place at MediaOne Holdings' offices
in London. SBC and MediaOne will defer to the opinion if Schroders in
the event of a dispute over level or calculation of shareholdings.
3. This agreement and completion of the sale and purchase is conditional
on the following:
a. (subject to Schroders first confirming to MediaOne the number of
Sale Shares which MediaOne is entitled to acquire and MediaOne
notifying SBC of that number) either SBC providing a waiver from
TINTA in respect of the Sale Shares regarding the rights of first
offer under clause 9.1 of the Amended and Restated Relationship
Agreement dated as of 15 April 1998 relating to TeleWest or SBC
providing written notice to commence the procedures prescribed by
clause 9.1 in respect of the Sale Shares and once completed SBC
being free to sell the Sale Shares to MediaOne Holdings or its
designee at US$2.25 per share;
b. the Panel confirming by Friday 25 September 1998 that should
MediaOne Holdings not acquire the whole of SBC's shareholdings in
TeleWest, it will not trust SBC as acting in concert with
MediaOne Holdings (such that SBC's residual shareholding would be
aggregated with the shareholdings of MediaOne Holdings and its
other concert parties so as to trigger a mandatory offer
requirement under Rule 9 of the City Code on Takeovers and
Mergers);
c. the Panel confirming by Friday 25 September 1998 that MediaOne
Holdings will not be entitled or obliged to acquire any shares in
the capital of TeleWest the acquisition of which would trigger a
mandatory offer requirement under Rule 9 of the City Code on
Takeovers and Mergers;
d. compliance by Friday 25 September 1998 by MediaOne Holdings with
all applicable US legal requirements including, without
limitation, applicable United States Federal and State securities
laws.
4. MediaOne Holdings shall use commercially reasonable efforts to satisfy
the conditions in 3b, 3c and 3d above and SBC shall use commercially
reasonable efforts to satisfy the condition in 3a above. Each party
shall promptly notify the other of the
satisfaction of any condition referred to in paragraph 3 above for
which it is responsible and shall provide evidence reasonably
satisfactory to the other party of the fulfilment of the relevant
condition.
5. MediaOne Holdings undertakes that it shall not, and that it shall use
all its rights and powers to procure that no other person acting in
concert with it shall not, take any action which would reduce the
number of Sale Shares which it would otherwise be obliged to buy
pursuant to this Agreement.
6. MediaOne Holdings agrees that it will not resell any Sale Shares
required by it under this Agreement except pursuant to an effective
registration statement covering those Sale Shares or pursuant to an
exemption from registration under the U S Securities Act of 1933.
7. Both parties shall first approve any public announcement regarding this
Agreement save to the extent that any announcement is required by law
or the rules of any applicable stock exchange.
8. Each party represents to the other that it has due authority to execute
this Agreement.
This is intended to represent a legally binding agreement between SBC and
MediaOne Holdings and I suggest that it be governed by English law. I should be
grateful if you would confirm your agreement to the above terms on behalf of SBC
by signing and returning the enclosed copy of this letter.
Yours sincerely,
/s/ Xxxxxx X. Xxxx
For and on behalf of
MediaOne International Holdings, Inc.
Dated: 9/10/98
Agreed and Accepted:
/s/ Xxxxx X. Xxxxx
For and on behalf of
SBC International Holdings (UK-1) Corporation
