Exhibit (10)
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 Tele-Communications 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 an
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 treat 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 fulfillment 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 US 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 Xxxxx
For and on behalf of
SBC International Holdings (UK-1) Corporation
