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As filed with the Securities and Exchange Commission on December 15, 2005

Registration No. 333-          



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Telewest Global, Inc.
(Exact name of registrant as specified in its charter)

Delaware   4813, 4841   59-3778247
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

c/o 160 Great Portland Street
London W1W 5QA
United Kingdom
Tel: +44 20 7299 5000
(Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices)


Wilmington Trust SP Services, Inc.
1105 North Market Street, Suite 1300
Wilmington, DE 19801
Tel: +1 (302) 651 8318
(Name, Address, including Zip Code, and telephone number, including area code, of agent for service)


Copies to:

William L. Taylor
John K. Knight
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel: +1 (212) 450 4000
  Joseph B. Frumkin
Richard C. Morrissey
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Tel: +1 (212) 558 4000
  Bryan H. Hall
Secretary and General Counsel
NTL Incorporated
909 Third Avenue, Suite 2863
New York, New York 10022
Tel: +1 (212) 906 8458
  Stephen S. Cook
General Counsel and Group Strategy Director
Telewest Global, Inc.
160 Great Portland Street
London, W1W 5QA
United Kingdom
Tel: +44 20 7299 5000
  Robert P. Mollen
Karen C. Wiedemann
Fried, Frank, Harris, Shriver & Jacobson (London) LLP
99 City Road
London, EC1Y 1AX
United Kingdom
Tel: +44 20 7972 9600

        Approximate date of commencement of sale of securities to the public: As soon as practicable after the effective date of this Registration Statement and upon completion of the transactions described in the enclosed prospectus.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE


TITLE OF EACH CLASS OF
SECURITIES TO BE REGISTERED

  AMOUNT TO BE REGISTERED(1)
  PROPOSED MAXIMUM OFFERING PRICE PER UNIT(2)
  PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(2)
  AMOUNT OF REGISTRATION FEE(3)

Common Stock, par value $.01 per share   220,753,860   $24.46   $5,400,174,385.28   $577,818.66

(1)
The number of shares of common stock, par value $0.01 per share, of the registrant being registered is based upon the product obtained by multiplying (x) 88,301,544 shares of common stock, par value $0.01 per share, of NTL Incorporated (including 3,129,125 shares issuable pursuant to options), estimated to be outstanding immediately prior to the merger by (y) the exchange ratio of 2.5.
(2)
Estimated solely for the purpose of computing the amount of the registration fee required by the Securities Act, and pursuant to Rules 457(c) and (f) of the Securities Act, equal to the product obtained by multiplying (i) $62.21, the average of the high and low per share prices of common stock of NTL Incorporated, as reported on NASDAQ on December 8, 2005 by (ii) the maximum number of shares of NTL common stock to be canceled in connection with the merger described herein (including 1,633,149 shares issuable pursuant to options exercisable on or before October 2, 2006).
(3)
Computed in accordance with Rule 457(f) under the Securities Act by multiplying the proposed maximum aggregate offering price by $0.000107.


        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




The information in this document is not complete and may be changed. Telewest may not issue the securities being offered by this document until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This document is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where such offer, solicitation or sale is prohibited.

PRELIMINARY DRAFT—SUBJECT TO COMPLETION, DATED DECEMBER 15, 2005

LOGO   LOGO

MERGER PROPOSALS—YOUR VOTE IS IMPORTANT

Dear Stockholders:

        The boards of directors of NTL Incorporated and Telewest Global, Inc. have approved a merger that would result in the second largest communications company in the United Kingdom. To this end, NTL and Telewest have entered into a merger agreement that provides for the merger of a wholly owned subsidiary of Telewest with NTL.

        NTL, Telewest and Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of NTL, or Original Merger Sub, entered into an agreement and plan of merger, or the original merger agreement, on October 2, 2005. On December 14, 2005, NTL, Telewest, Original Merger Sub and Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Telewest, or Merger Sub, amended and restated the original merger agreement. There is no change to the economics of the transaction or to the proposed management of the combined company as a result of the amendment and restatement. The amended and restated agreement and plan of merger is sometimes referred to in this joint proxy statement/prospectus as the merger agreement.

        Under the merger agreement, Telewest, which currently trades on NASDAQ under the symbol "TLWT," will file a second restated certificate of incorporation, or the charter amendment, to effect a change of name from "Telewest Global, Inc." to "NTL Incorporated" and to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification into (i) 0.2875 shares of Telewest common stock existing immediately after the effective time of the reclassification, or Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest Class B Redeemable Common stock, or Telewest redeemable common stock. At the effective time of the merger of Merger Sub with NTL, or the merger, (i) each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest and (ii) each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock. The number of shares of combined company common stock into which shares of Telewest common stock will be reclassified and into which shares of NTL common stock will be converted in the merger has been determined on the same basis as contemplated by the original merger agreement, but adjusted as if NTL had undertaken a 2.5-for-1 stock split, or the stock split. Upon completion of the merger, Telewest stockholders will own approximately 25% and NTL stockholders approximately 75% of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants. Upon completion of the merger, NTL will be wholly owned by Telewest. NTL common stock, which currently trades on NASDAQ under the symbol "NTLI," will be delisted. Telewest's ticker symbol will be changed to "NTLI."

        Based on the closing price of $66.80 per share of NTL stock on NASDAQ on September 30, 2005, the last trading date before the public announcement of the original merger agreement, and giving effect to the stock split, the 0.2875 shares of Telewest new common stock, together with the redemption consideration of $16.25 in cash, represented a total transaction consideration of approximately $23.93 per share of Telewest common stock. Since NTL stockholders will receive only stock of the combined company in the transaction, whereas Telewest stockholders will receive a combination of cash and stock, NTL and Telewest believe that the trading price of NTL stock will be the reference price referred to by investors after the merger.

        We are each holding a special meeting of stockholders in order to obtain the stockholder approvals necessary to file the charter amendment and consummate the merger, as described in this joint proxy



statement/prospectus. Information about these meetings, the merger and other business to be considered by NTL and Telewest stockholders is contained in this joint proxy statement/prospectus. We urge you to read this joint proxy statement/prospectus, and the documents incorporated by reference into this joint proxy statement/prospectus, carefully and in their entirety. In particular you should read carefully the "Risk Factors" section beginning on page 25.

        We cannot complete the merger unless the stockholders of NTL adopt the merger agreement and the stockholders of Telewest (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend either special meeting, please vote as soon as possible to make sure that your shares are represented. If you are an NTL  stockholder and you do not vote, it will have the same effect as a vote "AGAINST" the adoption of the merger agreement. If you are a Telewest stockholder and you do not vote, (i) it will have the same effect as a vote "AGAINST" the charter amendment, and (ii) there will be no effect on the outcome of the vote to authorize the issuance of Telewest new common stock in the merger, except that your failure to vote may make it more difficult for Telewest to obtain the necessary quorum to hold its special meeting.

        We are very enthusiastic about the merger and believe it will create a strong combined company that will deliver important benefits to its stockholders, customers and business partners. The Telewest board of directors recommends that Telewest stockholders vote "FOR" the proposals to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger. The NTL board of directors recommends that NTL stockholders vote "FOR" the proposal to adopt the merger agreement.

GRAPHIC   GRAPHIC
James F. Mooney
Chairman
NTL Incorporated
  Anthony (Cob) W. P. Stenham
Chairman
Telewest Global, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this joint proxy statement/ prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated                        , and together with the accompanying proxy card, is first being mailed to NTL and Telewest stockholders on or about                        .



REFERENCE TO ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about NTL and Telewest that is not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see "Additional Information—Where You Can Find More Information" beginning on page 191.

        You can obtain any of the documents incorporated by reference into this joint proxy statement/prospectus through NTL or Telewest or from the Securities and Exchange Commission's website at http://www.sec.gov. Documents incorporated by reference are also available from NTL and Telewest without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into this joint proxy statement/prospectus. You may obtain documents incorporated by reference into this joint proxy statement/prospectus by requesting them in writing or by telephone from NTL and/or Telewest as follows:

NTL Incorporated
909 Third Avenue, Suite 2863
New York, New York 10022
United States
Attention: Investor Relations
Telephone: +1 (212) 906-8440
  Telewest Global, Inc.
c/o 160 Great Portland Street
London W1W 5QA
United Kingdom
Attention: Investor Relations
Telephone: +44 20 7299 5479

        In order to receive timely delivery of requested documents in advance of the NTL or Telewest special meeting, as applicable, you should make your request no later than                        . Please be sure to include your complete name and address in your request. If you request any documents, they will be sent by first class mail, or another equally prompt means, after your request is received.



ABOUT THIS DOCUMENT

        This joint proxy statement/prospectus forms part of a registration statement on Form S-4 (File No. 333-          ) filed by Telewest with the Securities and Exchange Commission, which is referred to in this joint proxy statement/prospectus as the SEC. It constitutes a prospectus of Telewest under Section 5 of the Securities Act of 1933, as amended, which is referred to in this joint proxy statement/prospectus as the Securities Act, with respect to the shares of Telewest new common stock to be issued to NTL stockholders in the merger. It also constitutes a joint proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to in this joint proxy statement/prospectus as the Exchange Act, and the rules thereunder. It also constitutes a notice of meeting with respect to the Telewest special meeting of stockholders, at which the Telewest stockholders will consider and vote on the proposals to (i) approve the charter amendment to change the name of Telewest from "Telewest Global, Inc." to "NTL Incorporated" and to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification into (x) 0.2875 shares of Telewest common stock existing immediately after the effective time of the reclassification, together with cash in lieu of fractional shares of Telewest new common stock, and (y) one share of Telewest redeemable common stock and (ii) authorize the issuance of Telewest new common stock in the merger, and a notice of meeting with respect to the NTL special meeting of stockholders, at which NTL stockholders will consider and vote on the adoption of the merger agreement.


NTL INCORPORATED
909 Third Avenue, Suite 2863
New York, New York 10022


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on                


To NTL Incorporated Stockholders:

        A special meeting of stockholders of NTL Incorporated will be held at            a.m./p.m., local time, on            , at            for the following purposes:

    1.
    To consider and vote upon a proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, or the merger agreement, among Telewest Global, Inc., a Delaware corporation, or Telewest, NTL, Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Telewest, or Merger Sub, and, for certain limited purposes, Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of NTL, pursuant to which, among other things, Merger Sub will merge with and into NTL, with NTL continuing as the surviving corporation, or, alternatively, NTL will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation, in either case subject to the terms and conditions contained in the merger agreement; and

    2.
    To consider and take action on any other business that may properly be brought before the special meeting or any properly reconvened meeting following an adjournment or postponement of the special meeting.

        The accompanying document describes the merger agreement and the proposed transaction in detail and includes, as Appendix A, the complete text of the merger agreement. We urge you to carefully read these materials for a description of the merger agreement and the merger.

        Only stockholders of record at the close of business on                        are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. NTL will keep at its principal executive offices in New York, New York, a list of stockholders entitled to vote at the special meeting and make it available for inspection for any purpose relevant to the special meeting during normal business hours for the 10 days before the special meeting.

        Your vote is very important. Your proxy is being solicited by the NTL board of directors. The merger agreement must be adopted by NTL stockholders in order for the merger to be consummated. Your failure to vote will have the same effect as a vote "AGAINST" the adoption of the merger agreement. Whether or not you expect to attend the special meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the postage paid envelope provided or by submitting a proxy through the internet or by telephone as described in the enclosed proxy card. You may revoke your proxy at any time before it is exercised by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation. If you return your proxy and choose to attend the special meeting, you may revoke your proxy by voting in person at the NTL special meeting.

 
   
    By Order of the Board of Directors,

 

 

Bryan H. Hall
Secretary
NTL Incorporated

TELEWEST GLOBAL, INC.
1105 North Market Street, Suite 1300
Wilmington, Delaware 19801


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on                


To Telewest Global, Inc. Stockholders:

        A special meeting of stockholders of Telewest Global, Inc. will be held at            a.m./p.m., local time, on            , at            for the following purposes:

    1.
    To consider and vote upon a proposal to amend and restate the certificate of incorporation of Telewest to change the name of Telewest from "Telewest Global, Inc." to "NTL Incorporated" and to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification into (i) 0.2875 shares of Telewest common stock existing immediately after the effective time of the reclassification, or the Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest Class B redeemable common stock;

    2.
    To consider and vote upon a proposal to authorize the issuance of shares of Telewest new common stock in the merger of Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Telewest, or Merger Sub, with NTL Incorporated, a Delaware corporation, or NTL, as contemplated by the Amended and Restated Agreement and Plan of Merger dated as of December 14, 2005 among Telewest, NTL, Merger Sub and, for certain limited purposes, Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of NTL; and

    3.
    To consider and take action on any other business that may properly be brought before the special meeting or any properly reconvened meeting following an adjournment or postponement of the special meeting.

        The accompanying document describes the merger agreement and the proposed transaction in detail and includes, as Appendix A, the complete text of the merger agreement. We urge you to carefully read these materials for a description of the merger agreement and the merger.

        Only stockholders of record at the close of business on                        are entitled to notice of and to vote at the special meeting and any adjournment or postponement of the special meeting. Telewest will keep at its principal executive offices in London, England, a list of stockholders entitled to vote at the special meeting and make it available for inspection for any purpose relevant to the special meeting during normal business hours for the 10 days before the special meeting.

        Your vote is very important. Your proxy is being solicited by the Telewest board of directors. The (i) charter amendment to effect the change of name and reclassify the Telewest common stock and (ii) issuance of shares of Telewest new common stock in the merger must be approved and authorized, respectively, by Telewest stockholders in order for the charter amendment to be filed and the merger to be consummated. Your failure to vote on the proposal to approve the charter amendment will have the same effect as a vote "AGAINST" the proposal. Your failure to vote on the proposal to authorize the issuance of Telewest common stock in the merger will have no effect on the outcome of the vote, except that your failure to vote could result in Telewest failing to meet quorum requirements for the Telewest special meeting. Both proposals must be adopted at the special meeting for the reclassification and the merger to proceed. Whether or not you expect to attend the special meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the postage paid envelope provided or by submitting a proxy through the internet or by telephone as described in the enclosed proxy card. You may revoke your proxy at any time before it is exercised by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation. If you return your proxy and choose to attend the special meeting, you may revoke your proxy by voting in person at the Telewest special meeting.

 
   
    By Order of the Board of Directors,

 

 

Anthony (Cob) Stenham
Chairman of the Board and Director
Telewest Global, Inc.


TABLE OF CONTENTS

Questions and Answers
Summary
  The Companies
  The Special Meetings and Proxy Solicitations
  Structure of the Merger
  Recommendation of the Telewest Board of Directors
  Opinions of Telewest's Financial Advisors to the Telewest Board of Directors
  NTL's Recommendation of and Reasons for the Merger
  Opinions of NTL's Financial Advisors
  Interests of Certain Persons in the Merger
  The Merger Agreement
  Amendments to the Telewest Certificate of Incorporation
  Regulatory Matters
  Description of Material U.S. Federal Income Tax Consequences of the Transaction
  Description of Material U.K. Tax Consequences of the Transaction
  IRS Ruling
  Appraisal or Dissenters' Rights
  Risk Factors
  Recent Developments
  Selected Consolidated Historical Financial Data of NTL
  Selected Consolidated Historical Financial Data of Telewest
  Summary Unaudited Pro forma Combined Condensed Financial Data
  Comparative Per Share Financial Data
  Comparative Per Share Market Price, Dividend and Recent Closing Price Information
Risk Factors
  Factors Relating to the Merger and its Implementation
  Factors Relating to the Business of the Combined Company and its Regulation
  Factors Relating to the Common Stock of the Combined Company
Information Regarding Forward-Looking Statements
The Companies
  NTL
  Telewest
  Merger Sub
The Merger
  Background of the Merger
  Reasons for the Recommendation of the Telewest Board of Directors; Factors Considered
  Opinions of Telewest's Financial Advisors to the Telewest Board of Directors
  NTL's Recommendation of and Reasons for the Merger
  Opinions of NTL's Financial Advisors
  Valuation of Telewest Cable Business Segment
  Conduct of the Business of Telewest and NTL if the Merger is not Completed
  Amount and Source of Funds and Financing of the Merger
  Amendments to the Telewest Certificate of Incorporation
  Interests of Certain Persons in the Merger
  Security Ownership of Certain Beneficial Owners And Management
  Plans for NTL after the Merger
  Regulatory Matters Relating to the Merger
  IRS Ruling
 

i


  Accounting Treatment of the Merger
  Federal Securities Law Consequences
  Certain Effects of the Merger
The Merger Agreement
  Structure of the Merger
  Effective Time of the Merger
  Certificate of Incorporation; Bylaws
  Directors and Officers
  Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock
  Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants
  Exchange of Stock Certificates Following the Merger
  Fractional Shares
  Quotation of Telewest Stock
  Representations and Warranties
  Covenants
  Conditions to the Filing of the Charter Amendment and the Completion of the Merger
  Termination of the Merger Agreement
  Obligations in Event of Termination
  Expenses
  Amendments, Extensions and Waivers
  Release of Original Merger Sub
  Governing Law
Unaudited Pro Forma Combined Condensed Financial Information of NTL and Telewest
Description of Material U.S. Federal Income Tax Consequences of the Transaction
  U.S. Federal Income Tax Consequences to NTL Stockholders
  U.S. Federal Income Tax Consequences to Telewest Stockholders
Description of Material U.K. Tax Consequences of the Transaction
  U.K. Capital Gains Tax Consequences of the Merger for Holders of Telewest Common Stock
  U.K. Capital Gains Tax Consequences of the Transaction for Holders of NTL Common Stock
  Stamp Duty and Stamp Duty Reserve Tax
The Special Meetings and Proxy Solicitations
  Time, Place & Date
  Purposes
  Quorum
  Record Date
  Shares Entitled to Vote
  Votes You Have
  Recommendation of the Board of Directors
  Votes Required
  Shares Outstanding
  Number of Holders
  Voting Procedures for Record Holders
  Voting Procedures for Shares Held in Street Name
  Revoking a Proxy
  Solicitation of Proxies
  Auditors
  Householding of Proxy Materials
 

ii


Comparison of the Rights of Stockholders of NTL and Telewest
  Authorized Capital Stock
  Voting Rights
  Cumulative Voting
  Size of Board of Directors
  Classes of Directors
  Removal of Directors
  Vacancies on the Board of Directors
  Limitation on Personal Liability of Directors
  Indemnification of Officers and Directors
  Action by Written Consent
  Amendments to Certificate of Incorporation
  Amendments to Bylaws
  Special Meetings of Stockholders
  Certain Corporate Transactions
  Blank Check Preferred Stock
  Series A Junior Participating Preferred Stock
  Stockholder Rights Agreement
  State Anti-Takeover Statutes
  Notice of Stockholder Proposals
Additional Information
  Legal Matters
  Experts
  Stockholder Proposals
  Where You Can Find More Information
Appendices
  Amended and Restated Agreement and Plan of Merger
  Form of Second Restated Certificate of Incorporation of Telewest Global, Inc.
  Opinion of Deutsche Bank AG
  Opinion of Rothschild Inc.
  Opinion of Goldman Sachs & Co.
  Opinion of Evercore Group, Inc.

iii



QUESTIONS AND ANSWERS

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
NTL and Telewest have agreed to combine their respective businesses by means of a merger pursuant to the terms of a merger agreement that is described in this joint proxy statement/prospectus. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Appendix A.


In order for us to file the charter amendment and complete the merger, Telewest and NTL stockholders must approve the proposals to be presented at their respective special meetings. Telewest stockholders must approve two proposals: (i) the adoption of a second restated certificate of incorporation of Telewest, or the charter amendment, to effect the change of name from "Telewest Global, Inc." to "NTL Incorporated," or the change of name, and the reclassification of Telewest common stock, or the reclassification, into (x) 0.2875 shares of Telewest common stock existing immediately after the effective time of the reclassification, or the Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (y) one share of Telewest Class B redeemable common stock, par value $0.01, or the Telewest redeemable common stock, and (ii) the issuance of shares of Telewest new common stock in the merger. NTL stockholders must vote to adopt the merger agreement. NTL and Telewest will hold separate special meetings of their respective stockholders to vote on these matters.


This joint proxy statement/prospectus contains important information about the charter amendment, the merger, the merger agreement and the special meetings of the respective stockholders of NTL and Telewest, which you should read carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending your respective company's special meeting. Your vote is very important and we encourage you to deliver your proxy as soon as possible.

Q:
What is the proposed transaction for which I am being asked to vote?

A:
Under the merger agreement, Telewest will file the charter amendment to effect the change of name and to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock. The terms of the Telewest new common stock and redeemable common stock are identical to those of the Telewest common stock, except that the shares of Telewest redeemable common stock are non-transferable and automatically redeemable at the effective time of the merger for $16.25 in cash without interest for each share of Telewest redeemable common stock.


Immediately following the effective time of the reclassification, a wholly owned subsidiary of Telewest, Neptune Bridge Borrower LLC, or Merger Sub, will merge with NTL. As a result of the merger, NTL will become a wholly owned subsidiary of Telewest.


At the effective time of the merger, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest, or the redemption, and each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock. The consideration of 0.2875 shares of Telewest new common stock and $16.25 in cash without interest for each share of Telewest common stock, together with cash in lieu of fractional shares of Telewest new common stock, is sometimes referred to in this joint proxy statement/prospectus as the transaction consideration.

iv



NTL stockholders are being asked to adopt the merger agreement at the NTL special meeting. The approval of this proposal by NTL stockholders is a condition to the filing of the charter amendment and the merger. See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147.


Telewest stockholders are being asked at the Telewest special meeting to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger. The approval of both of these proposals by Telewest stockholders is a condition to the filing of the charter amendment and the merger. If one of these proposals is approved and the other is not, the transaction will not proceed. See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147.

Q:
The transaction was originally structured so that NTL was the parent company after the merger. Why has this changed?

A:
Under the terms of the original Agreement and Plan of Merger dated as of October 2, 2005, or the original merger agreement, NTL could elect, in its absolute discretion, to effect the merger and other transactions contemplated by the merger agreement by causing NTL to be merged with a wholly owned subsidiary of Telewest, so long as the change did not adversely affect, except in immaterial respects, the Telewest stockholders. NTL exercised this right to elect on December 14, 2005, and the merger agreement was entered into on December 14, 2005.


As a result of the amendment:

the underlying economic terms of the transaction are not changed. Telewest stockholders will continue to receive $16.25 in cash for each share of Telewest common stock owned by them on the merger date and Telewest stockholders will own the same percentage, approximately 25%, of the enlarged combined company, with the same ability to participate in the upside of the combined company, as they would have had under the orginal structure. NTL stockholders will own approximately 75% of the enlarged combined company's common stock;

NTL has amended its financing commitments to provide for a fully committed financing for the revised structure on the same terms and conditions as the previous financing commitments;

the proposed board of directors and the management of the combined company will remain the same as announced previously with the addition of Stephen Burch; after the merger the existing Telewest board will be replaced by the board of NTL (including Mr. Burch) plus two directors of Telewest;

the revised transaction structure will not trigger change of control provisions under the UKTV joint venture arrangements between Telewest and the BBC.

Q:
What is the position of the NTL and Telewest boards of directors regarding the proposed merger?

A:
Both boards of directors have approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and have determined that the transactions contemplated by the merger agreement are fair to, and in the best interests of, their respective stockholders.


The NTL board of directors recommends that NTL stockholders vote "FOR" the proposal to adopt the merger agreement at the NTL special meeting. See "The Merger—NTL's Recommendation of and Reasons for the Merger" beginning on page 83.


The Telewest board of directors recommends that Telewest stockholders vote "FOR" the proposals to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger at the Telewest special meeting. See "The Merger—Reasons for the Recommendation of the Telewest Board of Directors; Factors Considered" beginning on page 54.

v


Q:
What will happen to the Telewest common stock in connection with the merger?

A:
If the merger goes forward, each share of Telewest common stock will be reclassified immediately prior to the merger into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock.


At the effective time of the merger, which will occur immediately after the effectiveness of the charter amendment, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest.


As a result of the merger, the current stockholders of Telewest will own approximately 25% of the equity of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants.

Q:
How are Telewest stock options and Telewest stock appreciation rights treated in the merger?

A:
At the effective time of the merger, each outstanding option to purchase shares of Telewest common stock and each outstanding Telewest stock appreciation right (whether vested or unvested) will be automatically adjusted on the same terms and conditions (including as to exercisability and vesting, taking into account any acceleration resulting from the merger) to be a stock option to acquire, or a stock appreciation right with respect to, the number of shares of Telewest new common stock equal to:

(A)
the number of shares of Telewest common stock subject to such stock option or stock appreciation right, as applicable, multiplied by

(B)
(i) the sum of (x) $16.25 plus (y) (1) 0.2875 multiplied by (2)(aa) the closing price of a share of NTL common stock as quoted on NASDAQ on the trading day immediately preceding the closing date of the merger, as reported in the New York City edition of The Wall Street Journal, divided by (bb) 2.5, or the NTL Adjusted Per Share Closing Price, divided by (ii) the NTL Adjusted Per Share Closing Price,


at a price per share of Telewest new common stock equal to (A) the aggregate exercise price or base price for such stock option or stock appreciation right, as applicable, divided by (B) the number of shares of Telewest new common stock to which such stock option or stock appreciation right, as converted as described above, is subject. See "The Merger Agreement—Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock" beginning on page 132.

Q:
How is Telewest restricted stock treated in the merger?

A:
As a result of the charter amendment and the merger, Telewest restricted stock will be converted into the right to receive the transaction consideration on the same terms applicable to all shares of Telewest common stock. See "The Merger Agreement—Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock" beginning on page 132.

Q:
What will holders of NTL common stock receive as a result of the merger?

A:
At the effective time of the merger, each share of NTL common stock will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock. As a result of the merger, the stockholders of NTL will own in aggregate approximately 75% of the equity of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants.

vi


Q:
How are NTL stock options treated in the merger?

A:
At the effective time of the merger, each outstanding option to purchase shares of NTL common stock (whether vested or unvested) will be automatically converted on the same terms and conditions (including as to exercisability and vesting) into a stock option to acquire the number of shares of Telewest new common stock equal to (A) the number of shares of NTL common stock subject to such stock option, multiplied by (B) 2.5, at a price per share of Telewest new common stock equal to (1) the aggregate exercise price for such stock option divided by (2) the number of shares of Telewest new common stock to which such stock option is subject. See "The Merger Agreement—Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants" beginning on page 133.

Q:
How are NTL restricted stock and restricted stock unit awards treated in the merger?

A:
At the effective time of the merger, each award of NTL restricted stock and restricted stock units will be automatically converted into an equivalent award based upon shares of new Telewest common stock on the same terms and conditions as immediately prior to the effective time of the merger. The number of shares of Telewest new common stock subject to such converted restricted stock award or restricted stock unit award, as applicable, will be equal to the number of shares subject to the NTL restricted stock award or restricted stock unit award, as applicable, multiplied by 2.5 (subject to rounding). See "The Merger Agreement—Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants" beginning on page 132.

Q:
How are NTL warrants treated in the merger?

A:
Each NTL warrant will become automatically exercisable for shares of Telewest new common stock. Concurrently with the effective time of the merger, Telewest and NTL will enter into a supplemental warrant agreement with the warrant agent providing for certain adjustments to the NTL warrants as specified in, and as required by, the Series A Warrant Agreement dated as of January 10, 2003 between NTL and Continental Stock Transfer and Trust Company, as warrant agent, or the warrant agreement. Specifically, each NTL warrant will become exercisable for 2.5 shares of Telewest new common stock at an exercise price of $123.95 per share.

Q:
Is the merger expected to be taxable to holders of NTL common stock?

A:
U.S. Holders


No, except that holders of NTL common stock will recognize gain or loss on the receipt of cash in lieu of fractional shares of Telewest new common stock. See "Description of Material U.S. Federal Income Tax Consequences of the Transaction—U.S. Federal Income Tax Consequences to NTL Stockholders" beginning on page 163 for a more complete discussion of the federal income tax consequences of the transaction.


U.K. Holders


The proper tax treatment of the receipt of Telewest new common stock as consideration for the disposal of NTL common stock is not clear, as the transaction does not fall squarely within the U.K. tax "roll over" relieving provisions for share exchanges or schemes of reconstruction. See the "Description of Material U.K. Tax Consequences of the Transaction" beginning on page 166 for a more complete discussion of the U.K. tax consequences of the transaction.

vii


Q:
Are the reclassification and redemption expected to be taxable to holders of Telewest common stock?

A:
U.S. Holders


A holder of Telewest common stock should generally be required to recognize gain or loss, measured by the difference between the amount of cash received in the redemption of the Telewest redeemable common stock and 88.5% of the holder's tax basis in its shares of Telewest common stock. In the case of cash received in lieu of a fractional share of Telewest new common stock, a holder of Telewest common stock will also be required to recognize gain or loss, measured by the difference between the amount of cash received and the portion of the tax basis of that holder's shares of Telewest common stock allocable to the fractional share of Telewest new common stock. Any gain or loss recognized as described above generally will be a capital gain or loss if the relevant Telewest share is held as a capital asset. Tax matters can be complicated and the tax consequences of the transaction to you will depend on your particular tax situation. In addition, the U.S. Internal Revenue Service could contend, and a court might agree, that the reclassification and redemption should be characterized in a manner different than that described above. See "Description of Material U.S. Federal Income Tax Consequences of the Transaction—U.S Federal Income Tax Consequences to Telewest Stockholders" beginning on page 166 for a more complete discussion of the U.S. federal income tax consequences of the transaction. You should also consult your tax advisor on the U.S. tax consequences of the transaction to you.


U.K. Holders


It is expected (but not beyond doubt) that holders of Telewest common stock who are resident or ordinarily resident in the U.K. for tax purposes will be treated as making a part disposal of their Telewest common stock to the extent that they receive cash in lieu of fractional shares of Telewest new common stock, and will be treated as making a disposal of their Telewest redeemable common stock when that stock is redeemed. This may result in a liability to U.K. taxation on chargeable gains, depending on each stockholder's individual circumstances. See "Description of Material U.K. Tax Consequences of the Transaction" beginning on page 168. Tax matters can be complicated and the tax consequences of the transaction to you will depend on your particular tax situation. You should also consult your tax advisor on the U.K. tax consequences of the transaction to you.

Q:
When do you expect the merger to be completed?

A:
NTL and Telewest are working to complete the merger by the first quarter of 2006. However, the merger is subject to various regulatory approvals and other conditions, and it is possible that factors outside the control of both companies could result in the merger being completed at a later time. There may be a substantial amount of time between the respective NTL and Telewest special meetings and the effectiveness of the merger. NTL and Telewest hope to complete the merger as soon as reasonably practicable.

Q:
What do I need to do now?

A:
Read and consider the information contained in this joint proxy statement/prospectus carefully, and then please vote your shares as soon as possible so that your shares may be represented at your special meeting.


If you are a stockholder of both NTL and Telewest, please note you will receive two separate proxy cards. A vote as an NTL stockholder for the proposal to adopt the merger agreement will not constitute a vote as a Telewest stockholder for the proposals to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger, and vice versa. Therefore, please sign, date and return both proxy cards that you receive, whether from NTL or Telewest.

viii


Q:
How do I vote?

A:
You may vote your shares at your special meeting in one of the following ways:

by mailing your completed and signed proxy card in the enclosed return envelope;

by visiting the website shown on your proxy card to vote via the internet;

by using the toll-free telephone number shown on your proxy card; or

by attending your special meeting and voting in person.

Q:
Why is my vote important?

A:
Your vote is very important and we encourage you to vote as soon as possible.


If you are an NTL stockholder of record and you submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted "FOR" the adoption of the merger agreement. If you are an NTL stockholder of record and you do not submit a proxy by mail, telephone or the internet or vote in person at the NTL special meeting, the effect will be the same as if you voted "AGAINST" the adoption of the merger agreement. Similarly, if your shares are held in "street name" and you do not instruct your broker how to vote your shares, your broker will not vote your shares, such failure to vote being referred to as a "broker non-vote," which will have the same effect as voting your shares "AGAINST" the adoption of the merger agreement. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares in order to ensure that your shares will be voted at the NTL special meeting.


If you are a Telewest stockholder of record and you submit a signed proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted "FOR" (i) the approval of the charter amendment and (ii) the authorization of the issuance of Telewest new common stock in the merger.


If you are a Telewest stockholder of record and you do not submit a proxy by mail, telephone or the internet or vote in person at the Telewest special meeting on the charter amendment, the effect will be the same as if you voted "AGAINST" the proposal. Similarly, if your shares are held in street name and you do not instruct your broker how to vote your shares, your broker will not vote your shares, such failure to vote being referred to as a "broker non-vote," which will have the same effect as voting your shares "AGAINST" the charter amendment.


If you are a Telewest stockholder of record and you do not submit a proxy by mail, telephone or the internet or vote in person at the Telewest special meeting on the authorization of the issuance of Telewest new common stock in the merger, there will be no effect on the outcome on the vote to authorize the issuance of Telewest new common stock in the merger, except that your failure to vote may make it more difficult for Telewest to obtain the necessary quorum to hold its special meeting. If your shares are held in street name and you do not instruct your broker how to vote your shares, it will result in a broker non-vote. Broker non-votes will be counted toward a quorum at the respective special meeting. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares in order to ensure that your shares will be voted at the Telewest special meeting.

Q:
What vote is needed by NTL stockholders at the NTL special meeting to adopt the merger agreement?

A:
The adoption of the merger agreement requires the approval of a majority of the outstanding shares of NTL common stock. If an NTL stockholder does not vote, it will have the same effect as

ix


    a vote "AGAINST" the adoption of the merger agreement. See "The Special Meetings and Proxy Solicitations—NTL Special Meeting" beginning on page 169.

Q:
What vote is needed by Telewest stockholders at the Telewest special meeting to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger?

A:
The charter amendment requires the approval of a majority of the outstanding shares of Telewest common stock. If a Telewest stockholder does not vote on this proposal, it will have the same effect as a vote "AGAINST" the approval of the charter amendment.


The authorization of the issuance of Telewest new common stock in the merger requires the affirmative vote of at least a majority of the votes cast on the proposal by the holders of outstanding shares of Telewest common stock at the special meeting (either in person or by proxy). If a Telewest stockholder does not vote on this proposal, there will be no effect on the outcome of the vote for the authorization of the issuance of Telewest new common stock in the merger. However, the failure of an Telewest stockholder to vote could result in Telewest failing to meet the quorum requirements for its special meeting.


Both proposals must be approved at the Telewest special meeting for the filing of the charter amendment and the merger to proceed. If one of these proposals is approved and the other is not, the transaction will not proceed. See "The Special Meetings and Proxy Solicitations—Telewest Special Meeting" beginning on page 169.

Q:
If my shares are held in street name by my broker, will my broker vote my shares for me?

A:
Only if you provide your broker with instructions on how to vote your shares. If you do not provide your broker with such instructions, your broker will not be permitted to vote your street name shares, in the case of NTL stockholders, on the adoption of the merger agreement by NTL stockholders, or, in the case of Telewest stockholders, on the approval of the charter amendment or the authorization of the issuance of Telewest new common stock in the merger. You should therefore be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it offers telephone or internet submission of proxies.

Q:
Can I change my vote after I have mailed my proxy card?

A:
Yes. You can change your vote at any time before your proxy is voted at your company's special meeting. You can do this in one of three ways:

timely deliver a valid later-dated proxy by mail, telephone or internet;

provide written notice to your company's inspector of election before the meeting that you have revoked your proxy; or

vote by ballot at the NTL special meeting or the Telewest special meeting, as applicable.


If you have instructed a broker to vote your shares, you must follow directions from your broker to change those instructions.

Q:
Am I entitled to exercise any dissenters' or appraisal rights in connection with the merger?

A:
No. Neither NTL nor Telewest stockholders have appraisal or dissenters' rights in connection with the merger.

Q:
Should NTL stockholders send in their stock certificates now?

A:
No. NTL stockholders should keep their existing stock certificates at this time.

x



Following the effective time of the merger, NTL stockholders will receive a letter of transmittal and instructions on how to obtain the shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, to which they are entitled in exchange for their NTL common stock.


NTL stockholders must return the completed letter of transmittal and their NTL stock certificates (if applicable) as described in the instructions. If NTL stockholders hold their shares through brokerage accounts, their brokers will handle the surrender of stock certificates to the exchange agent.


NTL stockholders will receive the shares of Telewest new common stock by book-entry transfer.

Q:
Should Telewest stockholders send in their stock certificates now?


No. Telewest stockholders should keep their existing stock certificates at this time.


Following the effective time of the merger, Telewest stockholders will receive a letter of transmittal and instructions for exchanging their stock certificates for the 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and $16.25 in cash without interest for each share of Telewest common stock formerly represented by such certificates. The shares and cash received in exchange are sometimes referred to in this joint proxy statement/prospectus as the transaction consideration.


Telewest stockholders must return the completed letter of transmittal and their Telewest stock certificates (if applicable) as described in the instructions. If Telewest stockholders hold their shares through a brokerage account, their brokers will handle the surrender of stock certificates to the exchange agent. Telewest stockholders will receive the shares of Telewest new common stock by book-entry transfer.

Q:
Where do the shares of NTL and Telewest trade?

A:
Shares of NTL common stock are quoted on The NASDAQ National Market, or NASDAQ, under the symbol "NTLI," and shares of Telewest common stock are quoted on NASDAQ under the symbol "TLWT." Following the effective time of the merger, shares of NTL common stock will be delisted from NASDAQ and the symbol for the Telewest new common stock will be changed to "NTLI."

Q:
Who can help answer my questions?

A:
If you have more questions about the charter amendment or merger, or if you need assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy, you should contact D.F. King & Co., Inc., or D.F. King, the proxy solicitation agent for Telewest and NTL, at toll free +1 (800) 290-6431 or +1 (212) 269-5550 (collect). If your broker holds your shares, you should call your broker for additional information.

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SUMMARY

        The following is a summary of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. You may obtain the information about NTL and Telewest that we incorporate by reference into this joint proxy statement/prospectus free of charge by following the instructions in the sections entitled "Reference to Additional Information" and "Additional Information—Where You Can Find More Information." In order to fully understand the proposed transaction, you should carefully read this joint proxy statement/prospectus in its entirety, as well as the Appendices.

The Companies (see page 44)

NTL Incorporated
909 Third Avenue, Suite 2863
New York, New York 10022
United States Telephone: +1 (212) 906 8440

        NTL Incorporated, or NTL, is one of the leading communications and content distribution companies in the U.K., providing internet access, telephone and television services to over 3.3 million residential customers, including 1.6 million broadband customers. NTL also provides internet and telephone services to its residential customers who are not connected to its cable network via access to other companies' telecommunications networks and via an internet service provider operated by its subsidiary, Virgin Net Limited. NTL offers what it refers to as a "triple play" bundle of internet, telephone and television services through competitively priced bundled packages. NTL also provides a range of voice services to businesses and public sector organizations, as well as a variety of data communications solutions from high speed internet access to fully managed business communications networks and communication transport services.

        NTL's services are delivered through its wholly owned local access communications network passing approximately 7.9 million homes in the U.K. The design and capability of NTL's network provides it with the ability to offer the "triple play" to residential customers and a broad portfolio of reliable, competitive communications solutions to business customers.

        NTL was incorporated in 1993 as a Delaware corporation. NTL's principal executive offices are located at 909 Third Avenue, Suite 2863, New York, New York 10022, United States, and its telephone number is (212) 906-8440. NTL's U.K. headquarters are located outside of London, England in Hook, Hampshire, United Kingdom. NTL's website is www.ntl.com. All of NTL's periodic reports are available free of charge on its website. Information included on NTL's website is not incorporated by reference in this joint proxy statement/prospectus.

Telewest Global, Inc.
c/o 160 Great Portland Street
London, W1W 5QA
United Kingdom
Telephone: +44 20 7299 5000

        Telewest Global, Inc., or Telewest, is a leading broadband communications and media group in the U.K., providing:

    television, telephone and internet access services to residential customers in the U.K.;

    voice, data and managed solutions services for businesses in the U.K.;

    basic television channels and related services to the U.K. multi-channel broadcasting market; and

    a wide variety of consumer products by means of auction-based televised shopping programs.

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        Telewest's television and communications services are delivered through its wholly owned broadband, local access communications network, passing approximately 4.7 million homes in the U.K. Telewest's networks consist of local distribution networks, a "national network" and an internet protocol, or IP, services platform and provide high-speed interconnection and two-way interactivity with directly connected residential and business customers. Like NTL, Telewest offers the "triple play" of internet, telephone and television services to its residential customers.

        Telewest's television channels, auction-based shopping programs and related services are provided through its wholly owned subsidiaries, Flextech Limited, or Flextech, and sit-up Limited, or sit-up. Flextech has ten genre-based entertainment channels, four of which are multi-phased versions of its other channels, and owns a 50% interest in the companies that comprise the UKTV Group, a series of joint ventures with BBC Worldwide Limited, or BBC Worldwide. Together Flextech and the UKTV Group are the largest supplier of basic channels to the U.K. pay-television market. sit-up provides a wide-variety of consumer products through three interactive auction-based television channels: price drop TV, bid tv and speed auction tv.

        Telewest was incorporated in the State of Delaware on November 12, 2003, as a wholly owned subsidiary of its predecessor company, Telewest Communications plc, or Telewest Communications. On July 13, 2004, in connection with the financial restructuring of Telewest Communications, Telewest entered into an agreement to acquire substantially all of the assets of Telewest Communications and on July 15, 2004, Telewest became the ultimate holding company of the operating companies which were formerly subsidiaries of Telewest Communications.

        Telewest reports its operations as three separate business segments for accounting purposes: (1) the cable segment, (2) the content segment and (3) the sit-up segment. The cable segment includes those Telewest operations relating to the provision of television, telephone and internet access services to residential customers in the U.K. and voice, data and managed solutions services for businesses in the U.K.; the content segment includes those Telewest operations relating to the provision of basic television channels and related services to the U.K. multi-channel broadcasting market, excluding the operations of sit-up; and the sit-up segment includes the operations of sit-up. Telewest accounts for the UKTV Group pursuant to the equity method by recording its share of the UKTV Group's net income as a share of net income from affiliates. As a result, the UKTV Group results of operations are not reflected in the results of operations of any Telewest's business segments. Unless otherwise indicated, any references to Telewest's cable, content and sit-up segments in this joint proxy statement/prospectus have the same meaning as they do for accounting purposes. Telewest's principal executive offices are located at 160 Great Portland Street, London, W1W 5QA, United Kingdom, and its telephone number is +44 (20) 7299-5000. Telewest's website in www.telewest.co.uk. All of Telewest's periodic reports are available free of charge on its website. Information included on Telewest's website is not incorporated by reference in this joint proxy statement/prospectus.

Neptune Bridge Borrower LLC
c/o National Registered Agents, Inc.
9 East Loockerman Street
Dover, Delaware 19901
United States
Telephone: +1 (212) 906-8440

        Merger Sub, a wholly owned subsidiary of Telewest, is a Delaware limited liability company, formed on December 8, 2005, for the purpose of effecting the merger.

        Upon completion of the merger, Merger Sub will be merged with and into NTL and the separate existence of Merger Sub will cease. NTL will be the surviving corporation. However, at any time prior to the filing of the charter amendment, NTL may elect to effect the merger as a merger of NTL with

2



Merger Sub, with Merger Sub as the surviving entity in the merger (so long as such election does not delay the merger or adversely effect the financing or the Telewest stockholders or directors).

        Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable filings under U.S. securities laws and regulatory filings made in connection with the merger.


The Special Meetings and Proxy Solicitations (see page 169)

NTL Special Meeting

        Where and When.    The NTL special meeting will take place at                        , on                        at        a.m./p.m. local time.

        Who May Vote.    You may vote at the NTL special meeting if you were the record holder of NTL common stock as of             ,            time, on                        , the record date for the NTL special meeting. As of            , an aggregate of            shares of NTL common stock were outstanding and will be entitled to vote at the NTL special meeting. You may cast one vote for each share of NTL common stock that you owned on the record date of the NTL special meeting.

        What Vote Is Needed.    The adoption of the merger agreement requires the approval of a majority of the shares of NTL common stock outstanding as of the record date of the NTL special meeting (either in person or by proxy). As of the close of business on the record date for the NTL special meeting, NTL directors, executive officers and their affiliates were entitled to vote approximately      % of the then-outstanding shares of NTL common stock.

Telewest Special Meeting

        Where and When.    The Telewest special meeting will take place at                        , on                        at         a.m./p.m. local time.

        Who May Vote.    You may vote at the Telewest special meeting if you were the record holder of Telewest common stock as of 5:00 p.m.,            time, on                        , the record date for the Telewest special meeting. As of            , an aggregate of            shares of Telewest common stock were outstanding and will be entitled to vote at the Telewest special meeting. You may cast one vote for each share of Telewest common stock that you owned on the record date of the Telewest special meeting.

        What Vote Is Needed.    The approval of the charter amendment requires the approval of a majority of the shares of Telewest common stock outstanding as of the record date of the Telewest special meeting. The authorization of the issuance of Telewest new common stock in the merger requires the affirmative vote of at least a majority of the votes cast on the proposal by the holders of outstanding shares of Telewest common stock at the special meeting. As of the close of business on the record date for the Telewest special meeting, Telewest directors, executive officers and their affiliates were entitled to vote approximately      % of the then-outstanding shares of Telewest common stock. Mr. Michael J. McGuiness and Mr. William J. Connors are employees of Huff Asset Management, which is a significant stockholder of Telewest. See "Security Ownership of Certain Beneficial Owners and Management—Telewest" beginning on page 122.

Structure of the Merger (see page 129)

        Under the merger agreement, Merger Sub will merge with and into NTL, with NTL continuing as the surviving corporation. As a result of the merger, NTL will become a wholly owned subsidiary of Telewest.

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        At any time prior to the effective time of the merger, NTL may elect to effect the merger as a merger of NTL with Merger Sub, with Merger Sub as the surviving entity in the merger (so long as such election does not delay the merger or adversely affect the financing or the Telewest stockholders or directors).


Reasons for the Recommendation of the Telewest Board of Directors (see page 54)

        At a meeting held on December 12, 2005, the Telewest board of directors, other than Messrs. McGuiness and Connors, who recused themselves due to their affiliation with Huff Asset Management, a significant stockholder of each of NTL and Telewest whose interests in the merger may be different from those of unaffiliated stockholders generally and are described in more detail in this joint proxy statement prospectus.

    determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of Telewest's stockholders (other than any affiliates of NTL);

    approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement;

    determined that the charter amendment to effect the change of name and the reclassification was advisable and in the best interests of the Telewest stockholders (other than any affiliates of NTL) and directed that a special meeting be called at which the charter amendment would be considered by Telewest stockholders;

    authorized the issuance, subject to stockholder approval at the Telewest special meeting, of shares of Telewest new common stock in the merger; and

    recommended that Telewest stockholders (other than any affiliates of NTL) (i) approve the charter amendment and (ii) authorize the issuance of shares of Telewest new common stock in the merger.

        The Telewest board of directors recommends a vote "FOR" the proposals to (i) approve the charter amendment and (ii) authorize the issuance of Telewest new common stock in the merger.


Opinions of Telewest's Financial Advisors to the Telewest Board of Directors

Opinion of Deutsche Bank AG

        On December 14, 2005, Deutsche Bank AG, or Deutsche Bank, delivered a written opinion to the Telewest board of directors, dated as of such date, to the effect that as of the date of such opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, that the 0.2875 of a share of Telewest new common stock and $16.25 in cash without interest to be received by holders of Telewest common stock pursuant to the charter amendment and the merger was fair, from a financial point of view to such holders, other than affiliates of NTL, if any. For more information regarding the opinion of Deutsche Bank, see "The Merger—Opinions of Telewest's Financial Advisors to the Telewest Board of Directors—Opinion of Deutsche Bank" beginning on page 58. We encourage Telewest stockholders to read this opinion carefully and in its entirety. Deutsche Bank's opinion was provided for the information of the Telewest board of directors in connection with its evaluation of the merger, is limited to the fairness, from a financial point of view and as of the date thereof, to the holders of Telewest common stock, other than affiliates of NTL, if any, of the consideration pursuant to the charter amendment and the merger of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received in respect of each share of Telewest common stock, and does not address any other aspect of the merger or any related transaction. Deutsche Bank's opinion is not intended to and does not constitute a

4



recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the charter amendment, the merger or any related transaction. Deutsche Bank's opinion does not address the merits of the underlying decision by Telewest to proceed with or engage in the charter amendment, the merger and related transactions or any aspect of the merger, other than the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock in respect of each share of Telewest common stock to be received by the holders of Telewest common stock, nor does it address any other transaction that Telewest has considered or may consider, the consideration the Telewest stockholders may have received in an alternative transaction, or the relative merits of the charter amendment and the merger as compared to any alternative transaction or business strategy that may be available to Telewest.

Opinion of Rothschild Inc.

        On December 14, 2005, Rothschild Inc., or Rothschild, delivered a written opinion to the Telewest board of directors, dated as of such date, to the effect that as of the date of such opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Rothschild, that the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by holders of Telewest common stock in respect of each share of Telewest common stock pursuant to the charter amendment and the merger was fair, from a financial point of view, to such holders, other than affiliates of NTL, if any. For more information regarding the opinion of Rothschild, see "The Merger—Opinions of Telewest's Financial Advisors to the Telewest Board of Directors—Opinion of Rothschild Inc." beginning on page 58. We encourage Telewest stockholders to read this opinion carefully and in its entirety. Rothschild's opinion was provided for the information of the Telewest board of directors in connection with its evaluation of the charter amendment and the merger, is limited to the fairness, from a financial point of view and as of the date thereof, to the holders of Telewest common stock, other than affiliates of NTL, if any, of the consideration pursuant to the charter amendment and the merger of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by such holders in respect of each share of Telewest common stock, and does not address any other aspect of the charter amendment, the merger or any related transaction. Rothschild's opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the charter amendment, the merger or any related transaction. Rothschild's opinion does not address, and Rothschild expressed no view as to, the merits of the underlying decision by Telewest to proceed with or engage in the charter amendment, the merger and related transactions or any aspect of these transactions (including without limitation the structure thereof), other than the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by the holders of Telewest common stock in respect of each share of Telewest common stock, nor does it address any other transaction that Telewest has considered or may consider. Rothschild expressed no opinion as to the consideration Telewest stockholders may have received in an alternative transaction, or on the relative merits of the charter amendment and the merger as compared to any alternative transaction or business strategy that may be available to Telewest. In addition, Rothschild was not asked to address, and its opinion does not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Telewest, other than holders of Telewest common stock.


NTL's Recommendation of and Reasons for the Merger (see page 83)

        The NTL board of directors, other than Messrs. Edwin Banks, William R. Huff and David Elstein (who recused themselves), has determined that the merger agreement and the transactions contemplated by the merger agreement are in the best interests of the NTL stockholders (other than affiliates of Telewest, if any) and has approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The NTL board of directors recommends

5



that NTL stockholders vote "FOR" the proposal to adopt the merger agreement. Messrs. Banks and Huff recused themselves from all determinations and approvals of the NTL board of directors relating to the merger and the merger agreement due to their affiliation with Huff Asset Management and Mr. Elstein recused himself from all determinations and approvals of the NTL board of directors relating to the merger and the merger agreement due to his affiliation with Sparrowhawk Limited, a potential bidder or stategic partner for the content business of Telewest.


Opinions of NTL's Financial Advisors

Opinion of Goldman Sachs & Co.

        On December 14, 2005, the NTL board of directors received the written opinion of Goldman, Sachs & Co., or Goldman Sachs, to the effect that, as of the date of such opinion, based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, the conversion of each share of NTL common stock into the right to receive 2.5 shares of Telewest new common stock pursuant to the merger agreement was fair from a financial point of view to the holders (other than affiliates of Telewest, if any) of shares of NTL common stock. For more information regarding the opinion of Goldman Sachs, see "The Merger—Opinions of NTL's Financial Advisors—Opinion of Goldman Sachs" beginning on page 85.

Opinion of Evercore Group, Inc.

        On December 14, 2005, the NTL board of directors received the written opinion of Evercore Group, Inc., or Evercore, to the effect that, as of the date of such opinion, based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review in connection with the opinion, the merger consideration of 2.5 shares of Telewest new common stock to be received for each share of NTL common stock was fair from a financial point of view, to holders of shares of NTL common stock (other than affiliates of Telewest, if any). For more information regarding the opinion of Evercore, see "The Merger—Opinions of NTL's Financial Advisors—Fairness Opinion of Evercore" beginning on page 100.


Interests of Certain Persons in the Merger (see page 112)

        In considering the recommendations of Telewest's and NTL's respective boards of directors, you should be aware that certain directors and officers of Telewest and NTL, as well as certain stockholders of Telewest and/or NTL, may have interests in the merger that may be different from, or in addition to, your interests as a stockholder generally and may create potential conflicts of interest. The boards of directors of each of NTL and Telewest were aware of these interests and considered them when they approved and adopted the merger agreement and the merger.

Directors and Executive Officers

        The interests of the directors and executive officers include, among others:

    the appointment of certain individuals to positions with Telewest following the merger, subject to NTL and the individual agreeing on mutually satisfactory employment terms, as well as the appointment of each member of the board of directors of NTL as members of the Telewest board of directors following the merger;

    the resignation of each member of the Telewest board of directors other than Mr. Anthony (Cob) Stenham and one additional member of the Telewest board of directors selected by NTL with the approval of the Telewest board of directors (not to be unreasonably withheld or delayed);

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    the acceleration of the vesting of certain Telewest equity awards in connection with the completion of the merger or upon certain terminations of employment following the merger;

    certain payments to Telewest executive officers under the Telewest Long-Term Incentive Plan; and

    Telewest's agreement that, following the effective time of the merger, it will indemnify each of the directors and officers of Telewest and NTL with respect to claims arising from acts or omissions of such persons prior to the effective time of the merger, and its agreement, following the effective time of the merger, to provide directors' and officers' liability insurance for Telewest's directors and officers, or alternatively to provide a "tail" insurance policy, on no less favorable terms with respect to amount and coverage as the Telewest policy in effect on the date the original merger agreement was entered into by the parties, subject to certain limitations.

        For additional information regarding the interests of the executive officers and directors of Telewest and NTL, see "The Merger—Interests of Certain Persons in the Merger" beginning on page 113.

Certain Stockholders

        Certain persons or entities are significant stockholders of both NTL and Telewest. According to and as of the date of their most recent filings with the SEC, FMR Corp. beneficially owned approximately 5.8% and 8.0%, Franklin Mutual Advisers beneficially owned approximately 7.8% and 7.8%, and Mr. William R. Huff beneficially owned approximately 8.6% and 14.2% of the outstanding common stock of NTL and Telewest, respectively. As a result of these interests, these stockholders of NTL and Telewest may each have different interests in the merger than those of other NTL and Telewest stockholders.

        Huff Asset Management, and certain other limited partnerships and limited liability companies affiliated with Huff Asset Management, collectively, the Huff Entities, serve as investment manager for certain separately managed accounts and other entities, the Huff Clients, which own shares of NTL common stock and Telewest common stock. Mr. Huff possesses sole power to vote and direct the disposition of all securities held by or on behalf of the Huff Entities and the Huff Clients, subject to internal procedures and policies in effect from time to time. As a result, Mr. Huff is deemed to beneficially own these shares of NTL common stock and Telewest common stock.

        Messrs. Huff and Edwin M. Banks, an employee of Huff Asset Management, are members of the NTL board of directors. Messrs. Connors and McGuiness, each of whom is an employee of Huff Asset Management, are members of the Telewest board of directors. Messrs. Huff and Banks recused themselves from meetings of the NTL board of directors to consider the merger and from the vote of the NTL board of directors on the merger. Messrs. Connors and McGuiness recused themselves from meetings of the Telewest board of directors to consider the merger and from the vote of the Telewest board of directors on the merger. See "The Merger—Background of the Merger" beginning on page 46.

The Merger Agreement (see page 129)

        NTL, Telewest and Original Merger Sub entered into the original merger agreement on October 2, 2005. NTL, Telewest, Original Merger Sub and Merger Sub amended and restated the original merger agreement on December 14, 2005. The amended and restated merger agreement is sometimes referred to in this joint proxy statement/prospectus as the merger agreement.

        Under the merger agreement, upon the satisfaction or waiver of all conditions to the filing of the charter amendment and to the completion of the merger, Telewest will file the charter amendment to effect the change of name and to reclassify each share of Telewest common stock issued and

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outstanding immediately prior to the effective time of the reclassification, into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock.

        Immediately following the effectiveness of the charter amendment, Merger Sub, a wholly owned subsidiary of Telewest, will merge with and into NTL, with NTL continuing as the surviving corporation. As a result of the merger, NTL will become a wholly owned subsidiary of Telewest. At any time prior to the filing of the charter amendment, NTL may elect to effect the merger as a merger of NTL with Merger Sub, with Merger Sub as the surviving entity in the merger (so long as such elections do not delay the merger or adversely affect the financing or the Telewest stockholders or directors).

        At the effective time of the merger, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest, each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and NTL will become a wholly owned subsidiary of Telewest.

        A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus. Please read the merger agreement carefully and fully as it is the legal document that governs the reclassification and the merger. For a summary of the merger agreement, see "The Merger Agreement" beginning on page 129.

Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock

        If the reclassification and the merger occur:

    at the effective time of the reclassification, each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification will be reclassified into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock. At the effective time of the merger, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest. The consideration of (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) $16.25 in cash without interest, is sometimes collectively referred to in this joint proxy statement/prospectus as the transaction consideration;

    at the effective time of the merger, each outstanding option to purchase shares of Telewest common stock and each outstanding Telewest stock appreciation right, whether or not exercisable or vested, will be automatically adjusted on the same terms and conditions (including as to exercisability and vesting, taking into account any acceleration resulting from the merger) to be a stock option to acquire, or a stock appreciation right with respect to, a number of shares of Telewest new common stock calculated in accordance with a formula in the merger agreement at an exercise or base price calculated in accordance with a formula in the merger agreement (see "The Merger Agreement—Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock" beginning on page 131); and

    at the effective time of the merger, each outstanding share of Telewest restricted stock granted under the Telewest stock incentive plan will be automatically converted into the right to receive the transaction consideration on the same terms applicable to all shares of Telewest common stock.

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Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants

        If the reclassification and the merger occur, at the effective time of the merger:

    each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, sometimes referred to in this joint proxy statement/prospectus as the merger consideration;

    each outstanding option to purchase shares of NTL common stock, whether or not exercisable or vested, will be automatically converted on the same terms and conditions (including as to exercisability and vesting) into a stock option to acquire the number of shares of Telewest new common stock equal to (A) the number of shares of NTL common stock subject to such stock option, multiplied by (B) 2.5, at a price per share of Telewest new common stock equal to (1) the aggregate exercise price for such stock option divided by (2) the number of shares of Telewest new common stock to which such stock option is subject (see "The Merger Agreement—Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants" beginning on page 132);

    each outstanding award of NTL restricted stock and restricted stock units granted under the NTL stock option plans will be automatically converted into an equivalent award based upon shares of Telewest new common stock on the same terms and with respect to the number of shares equal to the number of shares subject to such NTL restricted stock award or restricted stock unit award, as applicable, multiplied by 2.5 (subject to rounding); and

    each outstanding NTL Series A warrant, or NTL warrant, will become automatically exercisable for 2.5 shares of Telewest new common stock at an exercise price of $123.95, on the same terms as prior to the effective time of the merger.

Ownership of Telewest after the Merger

        On a fully diluted basis, based on the number of Telewest shares, options and warrants outstanding as of December 14, 2005, it is expected that, immediately after the merger:

    the combined company would have approximately 317,511,557 shares outstanding on a fully diluted basis (including approximately 18,379,125 shares issuable upon exercise of options and warrants), computed as if the closing date of the merger were December 15, 2006;

    Telewest stockholders will own in aggregate approximately 25% of the common stock of the combined company; and

    NTL stockholders will own in aggregate approximately 75% of the common stock of the combined company.

No Solicitation of Acquisition Proposals by Telewest

        Telewest has agreed that neither it nor any of its subsidiaries, nor any of their officers or directors, will, and that it will cause its and its subsidiaries, employees, agents and representatives not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any "acquisition proposal" (as defined in the merger agreement). Telewest has further agreed that neither it nor any of its subsidiaries, nor

9



any of their officers or directors, will, and that it will cause its subsidiaries, employees, agents and representatives not to, directly or indirectly:

    engage in negotiations with, provide any confidential information or data to, or have any discussions with any person relating to an acquisition proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an acquisition proposal;

    amend or grant any waiver or release under any standstill or similar agreement with respect to any equity securities of Telewest or any of its subsidiaries (unless NTL's obligations under the standstill provisions of the confidentiality agreement dated May 27, 2005 between NTL and Telewest, which is sometimes referred to as the NTL/Telewest confidentiality agreement, are simultaneously waived);

    approve any transaction under, or any third party becoming an "interested stockholder" under, Section 203 of the Delaware General Corporation Law, or DGCL;

    amend or grant any waiver or release or approve any transaction or redeem any rights under Telewest's rights agreement;

    in connection with an acquisition proposal, withdraw or adversely modify or qualify the Telewest board of directors' recommendation to Telewest stockholders (other than any affiliates of NTL) to approve the charter amendment and the issuance of Telewest new common stock in the merger; or

    enter into any definitive agreement with respect to an acquisition proposal.

        Notwithstanding the foregoing, at any time prior to the approval of the charter amendment and the issuance of the Telewest new common stock in the merger by Telewest stockholders, Telewest is permitted to:

    (A)
    provide information in response to a request by a person who has made an unsolicited bona fide written acquisition proposal as long as Telewest enters into a confidentiality agreement with that person on terms no less favorable to Telewest than those contained in the NTL/Telewest confidentiality agreement (provided that the confidentiality agreement with such person may contain less favorable standstill provisions, as long as NTL's obligations under the standstill provisions contained in the NTL/Telewest confidentiality agreement are simultaneously waived);

    (B)
    engage in any negotiations or discussions with any person who has made an unsolicited bona fide written acquisition proposal as long as Telewest enters into a confidentiality agreement with that person as described in clause (A) above; or

    (C)
    withdraw or adversely modify or qualify the Telewest board of directors' recommendation to Telewest stockholders (other than any affiliates of NTL) to approve the charter amendment and the issuance of Telewest new common stock in the merger in connection with that acquisition proposal,

but Telewest may take the above actions, if and only if:

    with respect to clauses (A), (B) and (C) above, the Telewest board of directors determines in good faith after consultation with outside legal counsel that such action is necessary in order to comply with its fiduciary duties;

    with respect to clauses (B) and (C) above, the Telewest board of directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such acquisition proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and

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      the person making the proposal, and if consummated would result in a transaction more favorable to Telewest stockholders from a financial point of view than the transactions contemplated by the merger agreement, taking into account any changes proposed by NTL with respect to its pending transaction with Telewest; and

    with respect to clause (C) above, NTL has had written notice of Telewest's intention to take the action referred to above at least 20 business days prior to the taking of such action by Telewest (which notice shall attach the most current version of the agreement relating to the acquisition proposal in question and a summary of any other material terms relating thereto) and Telewest has during such 20 business day period negotiated in good faith with NTL with respect to any changes NTL wished to make with respect to its proposal.

        In addition, any more favorable acquisition proposal referred to in clauses (B) or (C) above must constitute an acquisition proposal that involves the acquisition, directly or indirectly, of 50% or more of the voting power of the Telewest common stock or the assets of Telewest and its subsidiaries taken as a whole (and any such more favorable acquisition proposal is referred to in this joint proxy statement/prospectus as a superior proposal).

Conditions to the Filing of the Charter Amendment and the Completion of the Merger (see page 147)

        The filing of the charter amendment and the consummation of the merger depend upon the satisfaction or waiver of a number of conditions, including the following:

    the approval of the charter amendment and the issuance of Telewest new common stock in the merger by Telewest stockholders and the adoption of the merger agreement by NTL stockholders;

    the absence of any law, order or injunction enacted, issued or promulgated by any court or governmental authority of competent jurisdiction that prohibits the filing of the charter amendment, the consummation of the merger, the reclassification of the Telewest common stock contemplated by the charter amendment or the redemption of the Telewest redeemable common stock;

    the satisfaction of certain conditions relating to U.K. regulatory approval of the merger;

    the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part, the absence of a stop order issued by the SEC suspending the effectiveness of that registration statement and the absence of any proceedings initiated for that purpose by the SEC;

    the approval of Telewest new common stock to be issued in the merger and pursuant to the charter amendment for quotation on NASDAQ, subject to official notice of issuance;

    material accuracy of the representations and warranties made by NTL and Telewest and material compliance by NTL and Telewest with their respective obligations under the merger agreement;

    subject to certain exceptions, that neither NTL nor Telewest shall have suffered any change that would reasonably be expected to have a material adverse effect on that party, as described further in this joint proxy statement/prospectus; and

    the receipt of an opinion by NTL from Davis Polk & Wardwell, and by Telewest from Sullivan & Cromwell LLP, on or about the date the registration statement becomes effective, and subsequently on the completion date, that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder, or the Internal Revenue Code, and that NTL and Telewest will be parties to the reorganization within the meaning of Section 368(b) of the Internal Revenue Code.

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        In addition, Telewest's obligation to complete the merger is also subject to the satisfaction or waiver of the following conditions:

    the receipt of a customary opinion with respect to the solvency of Telewest in connection with the reclassification of the Telewest common stock and the redemption of the Telewest redeemable common stock, which opinion is in form and substance reasonably satisfactory to Telewest and from a nationally recognized provider of such opinions reasonably satisfactory to NTL; and

    Telewest being reasonably satisfied that the merger will be effective immediately after the effectiveness of the charter amendment.

        In addition, NTL's obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

    subject to certain exceptions, the absence of any action or proceeding by any governmental authority which would reasonably be expected to have a regulatory material adverse effect, as described further in this joint proxy statement/prospectus;

    the satisfaction of certain conditions relating to the receipt of approvals from the Irish Competition Authority relating to the merger;

    subject to certain exceptions, the receipt and effectiveness of all consents and approvals from, and the filing of notices to, and filings with, any governmental authority or any other person necessary to consummate the transactions contemplated by the merger agreement; and

    the earlier to occur of: (A) the receipt by NTL of a private letter ruling, closing agreement or similar document from the U.S. Internal Revenue Service regarding certain technical tax matters, and (B) April 2, 2006; provided that, if prior to the satisfaction or waiver of this condition, all of the other closing conditions have been satisfied or waived, then NTL shall promptly waive either (i) this condition or (ii) the condition relating to the accuracy of Telewest's representations and warranties and the condition relating to the absence of a Telewest material adverse effect.

Termination of the Merger Agreement (see page 148)

        The merger agreement may be terminated at any time prior to the effective time in any of the following ways:

    by mutual written agreement of NTL and Telewest;

    by either NTL or Telewest, if:

    the merger has not been completed by October 2, 2006, except that a party may not terminate the merger agreement if the cause of the merger not being completed by October 2, 2006 was that party's breach of any provision of the merger agreement;

    there exists any law, order or injunction which is final and nonappealable that prohibits the filing of the charter amendment, the consummation of the merger, the reclassification of the Telewest common stock contemplated by the charter amendment or the redemption of the Telewest redeemable common stock; or

    (A) NTL stockholders fail to adopt the merger agreement at the NTL special meeting, or (B) Telewest stockholders fail to approve the charter amendment and the issuance of Telewest new common stock in the merger at the Telewest special meeting;

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    by NTL, if:

    the Telewest board of directors withdraws or adversely modifies or qualifies its recommendation to Telewest stockholders (other than any affiliates of NTL) to approve the charter amendment and the issuance of Telewest new common stock in the merger, or recommends an alternative acquisition proposal;

    Telewest breaches its representations and warranties or fails to perform any of its covenants such that the closing condition relating thereto would not be satisfied, and either Telewest is not using its reasonable best efforts promptly to cure such breach or failure or those related conditions are not capable of being satisfied by October 2, 2006;

    there is a Telewest material adverse effect that would not reasonably be expected to be capable of being cured by October 2, 2006; or

    Telewest willfully, knowingly and materially breaches its obligations with respect to calling and holding its special meeting of stockholders to approve the charter amendment and the issuance of Telewest new common stock in the merger, or its related covenants, or any of Telewest's directors (other than those affiliated with Huff Asset Management), Telewest's named executive officers or financial advisors willfully, knowingly and materially breach any material provisions of Telewest's non-solicitation obligations under the merger agreement; or

    by Telewest, if:

    NTL breaches its representations and warranties or fails to perform any of its covenants such that the closing condition relating thereto would not be satisfied, and either NTL is not using its reasonable best efforts promptly to cure such breach or failure, or those related conditions are not capable of being satisfied by October 2, 2006;

    there is an NTL material adverse effect that would not reasonably be expected to be capable of being cured by October 2, 2006;

    NTL willfully, knowingly and materially breaches its obligations with respect to calling and holding its special meeting of stockholders to adopt the merger agreement, or its related covenants;

    the NTL board of directors withdraws, adversely modifies or qualifies its recommendation to NTL stockholders (other than any affiliates of Telewest) to adopt the merger agreement; or

    prior to the date of the Telewest special meeting, the Telewest board of directors authorizes Telewest to enter into any binding definitive agreement with respect to a superior proposal as long as (i) Telewest has paid NTL any amounts due as described under the heading "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by Telewest" beginning on page 149 immediately prior to any such termination and (ii) Telewest has given NTL at least 20 business days' written notice of its intention to terminate the merger agreement (which notice shall attach the most current version of the agreement relating to the acquisition proposal and a summary of any other material terms), Telewest has negotiated in good faith with NTL with respect to any changes NTL may wish to make and NTL has not made within such period any revised proposal that the Telewest board of directors determines in good faith (after consultation with its financial advisor and its outside legal counsel) would, if consummated, result in a transaction at least as favorable to Telewest stockholders from a financial point of view as the alternative acquisition proposal.

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Termination Fee

        Telewest has agreed to pay NTL a termination fee of $175,000,000 or $215,000,000, as applicable, under certain specified circumstances. NTL has also agreed to pay Telewest a termination fee of $175,000,000 under certain specified circumstances. See "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by Telewest" beginning on page 149 and "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by NTL" beginning on page 150.


Amendments to the Telewest Certificate of Incorporation (see page 113)

        Immediately prior to the merger, Telewest will amend and restate its certificate of incorporation by filing the charter amendment to effect the change of name and to reclassify each share of Telewest common stock into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock. At the effective time of the merger, each share of Telewest redeemable common stock will be redeemed for $16.25 in cash without interest. To effect this reclassification and redemption, Telewest must amend its certificate of incorporation. A copy of the form of the second restated certificate of incorporation of Telewest is attached as Appendix B.

        Upon approval of the proposed second restated certificate of incorporation, Telewest's certificate of incorporation will be amended and restated as described in this joint proxy statement/prospectus. The proposed second restated certificate of incorporation will become effective when it is filed with the Secretary of State of the State of Delaware (or at such later time as NTL and Telewest may agree).


Regulatory Matters Relating to the Merger

        Each of NTL and Telewest conducts nearly all of its business in the U.K. Under the U.K. Enterprise Act 2002, or the Enterprise Act, the U.K. Office of Fair Trading, or the OFT, has jurisdiction to examine "relevant merger situations" such as the proposed merger of NTL and Telewest. If the OFT believes that it is or may be the case that the merger of NTL and Telewest may be expected to result in a substantial lessening of competition within any market or markets in the U.K. for goods or services, the OFT is under a duty to refer the transaction to the U.K. Competition Commission for a detailed second stage investigation. Pursuant to the terms of the Enterprise Act, the U.K. Secretary of State may intervene to broaden the scope of the regulatory review to include "public interest" considerations (these considerations include plurality of media, which means among other things, the need to ensure that there is a sufficient plurality of persons having control of media enterprises serving audiences in the U.K.), as well as the competition assessment. While there is no prohibition under the Enterprise Act from completing a merger prior to receiving clearance from the U.K. regulatory authorities, the parties have agreed to make the receipt of such approvals a condition to their respective obligations to complete the merger. The parties made a voluntary filing with the OFT on October 14, 2005, to initiate the regulatory process. The OFT has an internal administrative timetable of 40 working days to decide whether to make a reference to the Competition Commission. The parties notified the OFT on December 5, 2005 that the structure of the transaction was proposed to be changed pursuant to the merger agreement. The OFT may decide that because the structure of the merger differs from the structure of the merger under the original merger agreement, the merger constitutes a fresh merger situation and re-start its internal administrative timetable as at the date of announcement of the merger agreement on December 15, 2005.

        NTL's obligation to complete the merger is also conditioned upon the receipt of consents from, and approvals of, other governmental authorities. See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 145.

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Description of Material U.S. Federal Income Tax Consequences of the Transaction (see page 163)

        NTL stockholders' receipt of Telewest common stock in the merger will be tax-free for U.S. federal income tax purposes, except that holders of NTL common stock will recognize taxable gain or loss on the receipt of cash in lieu of a fractional share of Telewest new common stock.

        The charter amendment and redemption of the Telewest redeemable common stock should be treated as a redemption by Telewest of Telewest stock for cash in an amount equal to the $16.25 in cash without interest. A Telewest stockholder should generally recognize taxable gain or loss with respect to such redemption in an amount equal to the difference between the amount of cash received and 88.5% of the holder's tax basis in its shares of Telewest common stock. To the extent that a Telewest stockholder receives any cash in lieu of a fractional share of Telewest stock, the Telewest stockholder will also be required to recognize taxable gain or loss on the receipt of such cash.

        The U.S. federal income tax consequences described above may not apply to some holders of NTL and Telewest common stock, including some types of holders subject to special tax rules. In addition, the U.S. Internal Revenue Service could contend, and a court might agree, that the charter amendment and redemption should be characterized in a manner different than that described above. See "Description of Material U.S. Federal Income Tax Consequences of the Transaction" beginning on page 163 for a more complete discussion of the U.S. federal income tax consequences of the transaction. Please consult your tax advisor for a full understanding of the particular tax consequences of the transaction to you.


Description of Material U.K. Tax Consequences of the Transaction (see page 166)

        It is expected (but not beyond doubt) that holders of Telewest common stock will be treated as making a part disposal of their Telewest common stock to the extent that they receive cash in lieu of fractional shares of Telewest new common stock, and will be treated as making a disposal of their Telewest redeemable common stock when it is redeemed.

        The proper tax treatment of the receipt of Telewest new common stock as consideration for the disposal of NTL common stock is not clear, as the transaction does not fall squarely within the U.K. tax "roll over" relieving provisions for share exchanges or schemes of reconstruction. See "Description of Material U.K. Tax Consequences of the Transaction" beginning on page 166.

        Please consult your tax advisor for a full understanding of the particular consequences of the transaction to you.

IRS Ruling (see page 126)

        NTL intends to request a private letter ruling, or the IRS ruling, from the U.S. Internal Revenue Service to confirm the U.S. federal income tax treatment of a proposed alternative internal restructuring transaction, which would be undertaken after the completion of the merger. This internal restructuring transaction would permit the combined companies to finance some or all of the cash portion of the transaction consideration with funds borrowed by U.K. subsidiaries of the combined company, permitting some or all of the acquisition financing to be incurred at the level of the combined company's U.K. operating group rather than at the level of its U.S. holding group. Receipt of the IRS ruling is not a condition to the filing of the charter amendment and the completion of the merger after April 2, 2006. Even if the IRS ruling is received, it is unlikely that the proposed internal restructuring transaction would be undertaken unless proposed IRS regulations relating to reorganizations involving non-U.S. corporations are issued as final regulations that would apply to the proposed internal restructuring transaction, because it is expected that there would otherwise be a significant U.S. tax liability to the combined company. No assurances can be made that NTL will

15



receive the IRS ruling or, if it receives the IRS ruling, whether the combined company would implement this alternative financing structure. See "The Merger—IRS Ruling" beginning on page 126.

Appraisal or Dissenters' Rights

        Neither NTL nor Telewest stockholders are entitled to exercise dissenters' rights in connection with the transaction.

Risk Factors (see page 25)

        In evaluating the merger, the merger agreement, the charter amendment and the issuance of shares of Telewest new common stock in the merger, you should carefully read this joint proxy statement/prospectus and especially consider the factors discussed in the section entitled "Risk Factors" beginning on page 25.


Recent Developments

Potential Offer for Virgin Mobile

        On December 5, 2005, NTL confirmed that it had approached Virgin Mobile (UK) Holdings plc, or Virgin Mobile, about a potential offer to combine NTL and Virgin Mobile, and that it had engaged in discussions with Virgin Enterprises to extend NTL's existing exclusive license for use of the Virgin name in the broadband area also to cover television and fixed and mobile telephone services.

        Under the terms of the potential offer, Virgin Mobile shareholders would be offered .09298 shares of NTL common stock per share of Virgin Mobile, as well as a full cash alternative at 323 pence per share. The Virgin Group, which owns 72% of the equity of Virgin Mobile, has given verbal assurances to NTL that, if a transaction proceeds, it intends to elect to exchange its stake in Virgin Mobile for a continuing equity participation in NTL or its subsidiaries although it has reserved the right to take a small portion of its consideration in cash. NTL has held preliminary discussions with T-Mobile, Virgin Mobile's network provider, which has also indicated that it is supportive of the proposed combination.

        On December 7, 2005, the board of directors of Virgin Mobile rejected NTL's potential offer on the basis that, in the board's view, it materially undervalued Virgin Mobile.

        On December 9, 2005, NTL announced that it continues to believe that its potential offer at 323 pence per Virgin Mobile share represents better value, for all Virgin Mobile shareholders, than Virgin Mobile's stand-alone alternatives and that it would make a further announcement in due course, if and when appropriate.

        In the event that any potential transaction were to proceed, it would subject to satisfaction of certain conditions, including due diligence.

Appointment of Chief Executive Officer

        On December 15, 2005, NTL announced that Stephen A. Burch has been appointed President and Chief Executive Officer, effective January 16, 2006, succeeding Simon Duffy, who will become NTL's Executive Vice Chairman. Mr. Burch will also become a member of the NTL board of directors.

16



Selected Consolidated Historical Financial Data of NTL

        The following table presents summary selected consolidated historical financial data for NTL Incorporated and its predecessor for each of the fiscal years 2000, 2001, 2002, 2003, 2004 and for the nine months ended September 30, 2005. The selected historical financial data should be read in conjunction with, and are qualified in their entirety by reference to, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and NTL's historical consolidated financial statements and the notes thereto included in NTL's Annual Report on Form 10-K for the year ended December 31, 2004 and NTL's Quarterly Report on Form 10-Q for the nine months ended September 30, 2005, which are incorporated by reference into this joint proxy statement/prospectus.

        NTL operated its business as a debtor-in possession subject to the jurisdiction of the bankruptcy court beginning on May 8, 2002, the date that NTL, NTL Europe, Inc. and certain of NTL and NTL Europe's subsidiaries filed a plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code, or the Plan, until January 10, 2003. Accordingly, NTL has prepared its consolidated financial statements in accordance with Statement of Position 90-7, "Reporting by Entities in Reorganization under the Bankruptcy Code," issued by the American Institute of Certified Public Accountants, or SOP 90-7. NTL adopted fresh-start reporting upon its emergence from Chapter 11 reorganization in accordance with SOP 90-7. For financial reporting purposes, the effects of the completion of the Plan as well as adjustments for fresh-start reporting have been recorded as of January 1, 2003. Pursuant to fresh-start reporting, a new entity was deemed to have been created for financial reporting purposes. The carrying values of NTL's assets were adjusted to their reorganization values, which are equivalent to their estimated fair values at January 1, 2003. The carrying values of its liabilities were adjusted to their present values at January 1, 2003. The term "Predecessor Company" refers to NTL and its subsidiaries for periods prior to and including December 31, 2002. The term "Reorganized Company" refers to NTL and its subsidiaries for periods subsequent to January 1, 2003. The effects of the completion of the Plan as well as adjustments for fresh-start reporting recorded as of January 1, 2003 are Predecessor Company transactions. All other results of operations on January 1, 2003 are Reorganized Company transactions.

        Since fresh-start reporting materially changed the carrying values recorded in NTL's consolidated balance sheet, a black line separates the financial information after the adoption of fresh-start reporting from the financial information prior to adoption.

17


 
   
  Year ended December 31,
 
 
  Nine Months
ended September 30,
2005

  2004
  2003
  Fresh-start
adoption
January 1,
2003

  2002
  2001
  2000
 
 
  Reorganized Company
  Predecessor Company
 
 
  (in millions, except per share data)

 
Summary Statement of Operations Data:                                            
Revenue   £ 1,463.0   £ 2,000.3   £ 1,887.4   £   £ 1,854.5   £ 1,928.3   £ 1,374.9  
Operating (loss) income     14.7     (52.5 )   (194.4 )   3,655.8     (955.2 )   (6,969.5 )   (1,029.3 )
(Loss) income from continuing operations     (185.5 )   (509.4 )   (606.7 )   3,655.8     (1,611.6 )   (7,938.0 )   (1,626.6 )
Basic and diluted (loss) income from continuing operations per share (pro forma for periods prior to 2003)(1)   £ (2.17 ) £ (5.84 ) £ (9.60 ) £ 61.44   £ (27.09 ) £ (133.41 ) £ (27.34 )
Average number of shares outstanding (pro forma for periods prior to 2003)(1)     85.6     87.2     63.2     59.5     59.5     59.5     59.5  
   
 
 
 
 
 
 
 

(1)
Pro forma basic and diluted loss from continuing operations per share for the years prior to 2003 is computed assuming the following shares were outstanding for these years: 50.0 million shares issued in connection with the Plan, 0.5 million shares issued in connection with the issuance of the Exit Notes due 2010 and 9.0 million shares as an adjustment to give effect to the impact of the rights offering.

 
   
  December 31,
 
 
  September 30,
2005

   
 
 
  2004
  2003
  2002
  2001
  2000
 
 
  Reorganized Company
  Predecessor Company
 
 
  (in millions, except per share data)

 
Summary Balance Sheet Data:                                      
Cash, cash equivalents and marketable securities   £ 806.2   £ 136.8   £ 446.1   £ 315.1   £ 172.7   £ 283.2  
Working capital     480.1     (286.8 )   (48.1 )   (4,224.4 )   (10,366.2 )   (633.9 )
Fixed assets     3,339.2     3,531.6     3,857.2     6,487.1     7,027.4     6,884.3  
Total assets     4,989.0     5,493.3     6,262.1     8,102.8     8,959.9     15,477.4  
Long-term debt(1)     2,262.8     2,952.6     3,210.6     9,795.9     9,766.2     7,919.4  
Stockholders' equity (deficit)     2,000.0     1,574.5     2,068.6     (3,218.9 )   (2,187.5 )   6,025.1  

(1)
As of December 31, 2002, long-term debt of £3,698.2 million was classified as current and £6,097.7 million was classified as liabilities subject to compromise. As of December 31, 2001, there was £9,766.2 million of long-term debt classified as current.

18



Selected Consolidated Historical Financial Data of Telewest

        The following table presents summary selected consolidated historical financial data for Telewest Communications plc, Telewest's predecessor, for each of the fiscal years 2000, 2001, 2002 and 2003, the six months ended June 30, 2004 and as of the fresh-start accounting date, July 1, 2004, and for Telewest for the six months ended December 31, 2004 and for the nine months ended September 30, 2005. The consolidated financial statements for the five fiscal years ended December 31, 2004 have been audited by KPMG Audit plc, an independent registered public accounting firm, and have been presented in accordance with U.S. GAAP. The selected historical financial data should be read in conjunction with, and are qualified in their entirety by reference to, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and Telewest and its predecessor's historical consolidated financial statements and the notes thereto included in Telewest's Annual Report on Form 10-K for the year ended December 31, 2004, and Telewest's Quarterly Report on Form 10-Q for the nine months ended September 30, 2005, which are incorporated by reference into this joint proxy statement/prospectus.

        Beginning with Telewest's unaudited consolidated financial statements for the three months ended September 30, 2004, Telewest's financial statements reflect the acquisition of the businesses of its predecessor and the application of fresh-start reporting as described in SOP 90-7. The adoption of fresh-start reporting resulted in the determination of Telewest's reorganization value and the allocation to assets in conformity with the procedures specified by Financial Accounting Standards Board, or FASB, Statement No. 141, Business Combinations, or SFAS 141, and each liability generally was stated at the then fair value of the amount to be repaid. Fresh-start reporting changed the book value of Telewest's tangible and intangible assets with an associated change in depreciation and amortization expense as compared to the financial statements for periods prior to the date of adoption of fresh-start reporting, July 1, 2004.

        Since fresh-start reporting materially changed the carrying values recorded in Telewest's consolidated balance sheet, a black line separates the financial information after the adoption of fresh-start reporting from the financial information prior to adoption.

19


 
   
  Six Months
ended
December 31,
2004(1)

   
   
   
   
   
   
 
 
   
  Fresh-start
adoption July 1,
2004(2)

  Six Months
ended
June 30,
2004

  Year ended December 31,
 
 
  Nine Months ended
September 30,
2005

 
 
  2003
  2002
  2001
  2000(3)
 
 
  Reorganized Company
  Predecessor Company
 
 
  (in millions, except per share data)

 
Summary Statement of Operations Data:                                                  
Revenue   £ 1,123   £ 664   £   £ 654   £ 1,298   £ 1,283   £ 1,254   £ 1,069  
Net income/(loss)   £ 25   £ (46 ) £ 2,715   £ (130 ) £ (183 ) £ (2,789 ) £ (1,741 ) £ (755 )
   
 
 
 
 
 
 
 
 
Basic and diluted earnings/(loss) per share of common stock   £ 0.10   £ (0.19 )                                    
   
 
                                     
Weighted average number of shares of common stock outstanding     245     245                                      
   
 
                                     
 
   
   
   
   
   
   
 
 
   
   
   
  December 31,
 
 
  September 30,
2005

  December 31,
2004(1)

  June 30,
2004

 
 
  2003
  2002
  2001
  2000(3)
 
 
  Reorganized Company
  Predecessor Company
 
 
  (in millions)

 
Summary Balance Sheet Data:                                            
Property and equipment, net   £ 2,856   £ 2,974   £ 2,342   £ 2,421   £ 2,598   £ 3,473   £ 3,289  
Total assets     4,561     4,344     3,857     3,889     4,095     6,332     7,324  
Investments     284     304     367     362     376     547     784  
Total debt—long-term     1,761     1,686     6     6     6     4,837     3,419  
Capital leases—long-term     47     69     42     51     127     238 (4)   245 (4)
Shareholders' equity/(deficit)     1,938     1,909     (2,688 )   (2,558 )   (2,386 )   451     2,145  

(1)
Telewest did not carry on any business and incurred insignificant expenses prior to the completion of Telewest Communications' financial restructuring. For that reason, Telewest's consolidated results of operations for the year ended December 31, 2004 and the six months ended December 31, 2004 are in all material respects identical.

(2)
Telewest adopted fresh-start reporting in accordance with SOP 90-7 with effect from July 1, 2004. Under SOP 90-7, Telewest established a new accounting basis, and recorded its existing assets and liabilities at their respective fair values.

(3)
Includes results of operations of Flextech from April 19, 2000 (the date Telewest Communications acquired Flextech) and the results of Eurobell (Holdings) PLC from November 1, 2000 (the date Telewest Communications acquired Eurobell).

(4)
Includes short-term capital leases.

20



Summary Unaudited Pro Forma Combined Condensed Financial Data

        The following summary unaudited pro forma combined condensed financial data give effect to the transaction using the purchase method of accounting and assumptions and adjustments described in the explanatory notes accompanying the unaudited pro forma condensed consolidated financial statements. The following should be read in connection with "Unaudited Pro Forma Combined Condensed Financial Information of NTL and Telewest" beginning on page 153.

        The Unaudited Pro Forma Combined Condensed Balance Sheet as of September 30, 2005 assumes the transaction occurred on September 30, 2005. The Unaudited Pro Forma Combined Condensed Statements of Operations for the year ended December 31, 2004 and nine months ended September 30, 2005 assume the transaction occurred on January 1, 2004. The unaudited pro forma financial data are based on the historical consolidated financial statements of NTL and Telewest under the assumptions and adjustments set forth in the explanatory notes accompanying the unaudited pro forma condensed combined financial statements.

        The unaudited pro forma financial data may not be indicative of the financial position or results that would have occurred if the transaction had been in effect on the dates indicated or which may be obtained in the future.

        The unaudited pro forma financial data should be read in conjunction with the historical consolidated financial statements and accompanying notes thereto for NTL and Telewest, which have been incorporated by reference.

 
  NTL and Telewest Pro Forma
 
 
  As of and for the
Nine Months ended
September 30, 2005

  For the Year
ended December 31, 2004

 
 
  (in millions, except per share data)

 
Statement of Operations Data:              
Revenue   £ 2,578.8   £ 3,308.2  
(Loss) from continuing operations     (268.0 )   (711.3 )
Weighted average shares outstanding     283.5     283.5  
Basic and diluted (loss) from continuing operations per common share   £ (0.95 ) £ (2.51 )

Balance Sheet Data:

 

 

 

 

 

 

 
Current assets   £ 889.4        
Total assets     10,414.9        
Long-term debt, net of current portion     5,811.6        
Shareholders' equity     3,038.1        

21



Comparative Per Share Financial Data

        The following table shows per share data regarding earnings (loss) from continuing operations and book value per share for NTL and Telewest on an historical and pro forma combined basis. The pro forma book value per share data were computed as if the merger had been completed on September 30, 2005. The pro forma earnings (loss) from continuing operations data were computed as if the merger had been completed on January 1, 2004. These amounts do not necessarily reflect future per share amounts of earnings (losses) from continuing operations and book value per share of the combined company.

        The following unaudited comparative per share data were derived from the historical consolidated financial statements of each of NTL and Telewest. The unaudited pro forma financial data are based on the historical consolidated financial statements of NTL and Telewest under the assumptions and adjustments set forth in the explanatory notes accompanying the unaudited pro forma condensed consolidated financial statements. Please also see the "Unaudited Pro Forma Combined Condensed Financial Information of NTL and Telewest" beginning on page 155.

 
  For the
Nine Months ended and as at
September 30, 2005

  For the Year ended and as at
December 31, 2004

 
NTL—Historical:              
Book value per share   £ 23.47   £ 17.95  
Cash dividends per share   £   £  
Basic and diluted (loss) from continuing operations per share   £ (2.17 ) £ (5.84 )

Telewest—Historical:

 

 

 

 

 

 

 
Book value per share   £ 7.91   £ 7.79  
Cash dividends per share   £   £  
Basic and diluted earnings/(loss) from continuing operations per share   £ 0.10   £ (0.19 )

Pro Forma Combined:

 

 

 

 

 

 

 
Book value per share   £ 10.72     N/A  
Cash dividends per share   £   £  
Basic and diluted (loss) from continuing operations per share   £ (0.95 ) £ (2.51 )

22



Comparative Per Share Market Price, Dividend and Recent Closing Price Information

Market Price

        The following table sets forth high and low sales prices for a share of NTL common stock and Telewest common stock on NASDAQ for the periods indicated.

        NTL common stock trades on NASDAQ under the symbol "NTLI." Until January 10, 2003, NTL was a wholly owned subsidiary of NTL (Delaware), Inc. Accordingly, NTL's shares were not traded prior to that time.

        Telewest common stock trades on NASDAQ under the symbol "TLWT." Telewest shares were not publicly traded prior to the financial restructuring of its predecessor, Telewest Communications, and commenced trading on July 19, 2004.

 
  NTL
  Telewest
 
  High
  Low
  High
  Low
2003                        
  First quarter(1)   $ 23.60   $ 8.48        
  Second quarter   $ 35.18   $ 9.03        
  Third quarter   $ 54.39   $ 33.71        
  Fourth quarter   $ 70.42   $ 46.89        

2004

 

 

 

 

 

 

 

 

 

 

 

 
  First quarter   $ 73.01   $ 50.82        
  Second quarter   $ 65.45   $ 52.97        
  Third quarter(2)   $ 64.15   $ 46.65   $ 13.20   $ 10.00
  Fourth quarter   $ 73.79   $ 60.84   $ 17.58   $ 11.65

2005

 

 

 

 

 

 

 

 

 

 

 

 
  First quarter   $ 73.13   $ 63.09   $ 17.91   $ 15.81
  Second quarter   $ 69.28   $ 60.35   $ 22.90   $ 17.33
  Third quarter   $ 69.94   $ 60.35   $ 23.00   $ 20.75
  Fourth quarter through December 14   $ 68.05   $ 55.52   $ 23.35   $ 22.07

(1)
For NTL, first quarter 2003 price per share data reflect only the period from January 10, 2003.

(2)
For Telewest, third quarter 2004 price per share data reflect only the period from July 19, 2004.

        As of December 14, there were 246,007,897 shares of Telewest common stock and 85,172,419 shares of NTL common stock outstanding.

Dividends

        Since its inception, NTL has not declared or paid any cash dividends on its common stock. The terms of NTL's existing indebtedness places limitations on its ability to pay dividends from cash generated from operations.

        Since its inception, Telewest has not declared or paid any cash dividends on its common stock, intending to retain any earnings for use in the operation and expansion of its business and for debt service. Telewest's subsidiaries are restricted by the covenants in its bank facilities from paying dividends, repaying loans and making other distributions to Telewest or other group companies.

23



Recent Closing Prices

        The following table sets forth the closing prices per share of NTL common stock and Telewest common stock on NASDAQ on September 30, 2005, the last trading day before public announcement of the original merger agreement, December 14, 2005, the last trading day before public announcement of the merger agreement, and on                , the latest practicable trading day prior to the date of this joint proxy statement/prospectus.

 
  NTL
Common Stock

  Telewest
Common Stock

September 30, 2005   $ 66.80   $ 22.95
December 14, 2005   $ 66.17   $ 23.15
                                     $     $  

        On these dates, using the closing prices above, the 0.2875 shares of Telewest common stock, taken together with the $16.25 in redemption consideration, to be received in respect of each share of Telewest common stock, and adjusting the closing price per share of NTL common stock for the effective 2.5 for 1 stock split, represented transaction consideration of approximately $23.93, $23.86, and $        , respectively, per share of Telewest common stock and the 2.5 shares of Telewest new common stock to be received in respect of each share of NTL common stock represented merger consideration of approximately $66.80, $66.17 and $        respectively. Since NTL stockholders will receive only stock of the combined company in the transaction, whereas Telewest stockholders will receive a combination of cash and stock, NTL and Telewest believe that the trading price of NTL common stock will be the reference price referred to by investors after the merger.

        Stockholders are urged to obtain current market quotations for NTL and Telewest common stock.

24



RISK FACTORS

        You should consider carefully the following risk factors in evaluating the proposed merger. Additional risks associated with NTL's business and Telewest's business are described in the SEC filings of NTL and Telewest that are incorporated by reference into this joint proxy statement/prospectus. See "Additional Information—Where You Can Find More Information."


Factors Relating to the Merger and its Implementation

The value of the transaction consideration and the merger consideration will fluctuate, and stockholders of NTL and Telewest may receive more or less value depending on fluctuations in the price of NTL and Telewest common stock before the merger, and in Telewest new common stock after the merger.

        The conversion ratio of Telewest new common stock in the reclassification and the exchange ratio of NTL common stock in the merger are fixed. The market price of Telewest new common stock when the merger is completed may vary from the market price of NTL common stock at the date of this joint proxy statement/prospectus and at the date of the special meetings of NTL and Telewest. In fact, because the completion of the reclassification and the merger will depend on the satisfaction or waiver of the conditions described in this joint proxy statement/prospectus, there is currently no way to predict how long it will take to complete the reclassification and the merger, although NTL and Telewest are working to complete the merger in the first quarter of 2006. Therefore, at the time of the NTL special meeting, NTL stockholders will not know the exact value of Telewest new common stock issued in the merger, and the market value of Telewest new common stock issued in the merger may be higher or lower than the value of their NTL shares on earlier dates taking into account the effects of the 2.5 for 1 exchange ratio in the merger, which has the same effect as a 2.5 for 1 stock split by NTL. Likewise, at the time of the Telewest special meeting, Telewest stockholders will not know the exact value of the Telewest new common stock, as its market value will be a function of the market value of the combined company after taking into account the transactions contemplated by the merger agreement. See "Summary—Comparative Per Share Market Price, Dividend and Recent Closing Price Information" beginning on page 23 for more detailed share price information.

        These variations may be the result of various factors including:

    market reaction to the 2.5 for 1 exchange ratio in the merger agreement, pursuant to which the combined company will have 2.5 times more shares outstanding than contemplated under the original merger agreement.

    changes in the business, operations or prospects of NTL and Telewest, including the ability of NTL and Telewest to meet earnings estimates;

    governmental and/or litigation developments and/or regulatory considerations;

    market assessments as to whether and when the merger will be consummated;

    governmental action affecting the broadband cable or content industries generally; and

    general business, market and economic conditions.

        Stockholders are urged to obtain current market quotations for NTL and Telewest common stock.

Telewest stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management of the combined company.

        After the effective time of the merger, Telewest stockholders will own in aggregate a significantly smaller percentage of the combined company than they currently own of Telewest. Following completion of the merger, Telewest stockholders will own approximately 25% of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants. Consequently,

25



Telewest stockholders, as a general matter, may have less influence over the management and policies of the combined company than they currently exercise over the management and policies of Telewest.

The combined company may be unable to successfully integrate operations and realize the full anticipated synergies in the merger, which may harm the value of Telewest new common stock.

        The merger involves the integration of two companies that have previously operated independently. The difficulties of combining the companies' operations include:

    the necessity of coordinating geographically separated organizations and facilities;

    combining the two companies' product offerings and coordinating the branding and pricing of these offerings;

    rationalizing each company's internal systems and processes, including billing systems, which are different from each other; and

    integrating personnel from different company cultures.

        The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company's businesses and the loss of key personnel. The diversion of management's attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies' operations could result in the disruption of the combined company's ongoing businesses or inconsistencies in the standards, controls, product offerings, level of customer service, procedures and policies of the two companies that could negatively affect the combined company's ability to maintain relationships with customers, suppliers, employees and others with whom it has business dealings.

        Among the factors considered by the NTL and Telewest boards of directors in connection with their respective approvals of the merger agreement were the opportunities that could result from the merger for realizing synergies by creating efficiencies in operations, capital expenditures and other areas. These savings may not be realized within the time periods contemplated or at all. If the combined company is not able to successfully achieve these savings, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.

The combined company will incur significant transaction and merger-related costs in connection with the merger.

        NTL and Telewest expect to incur a number of non-recurring transaction fees and other costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs will be substantial. NTL and Telewest are in the process of collecting information in order to formulate integration plans to deliver the planned synergies. Additional unanticipated costs may be incurred in the integration of the businesses of NTL and Telewest. Although NTL and Telewest expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of their businesses will offset the incremental transaction and merger-related costs over time, this net benefit may not be achieved in the near term, or at all.

Certain directors and executive officers of NTL and/or Telewest may have potential conflicts of interest in recommending that you vote in favor of the merger.

        Certain directors and executive officers may have interests that differ from yours. These interests include, but are not limited to:

    the resignation of each member of the Telewest board of directors other than Mr. Stenham and one additional member of the Telewest board of directors selected by NTL with the approval of

26


      the Telewest board of directors (not to be unreasonably withheld or delayed), and the appointment of Mr. Stenham as Deputy Chairman of the board of the combined company;

    the appointment of Mr. Neil Smith and Mr. Stephen Cook as Deputy Chief Financial Officer and Senior Vice President, Business Development, respectively, of the combined company;

    the entitlement of certain of Telewest's executive officers to severance benefits if their employment is terminated;

    the accelerated vesting of 50% of the unvested Telewest stock options and stock appreciation rights on the change of control of Telewest resulting from the merger;

    the accelerated vesting of the remaining portion of unvested Telewest stock options and stock appreciation rights upon certain terminations of employment following the merger;

    the payment of awards granted under the Telewest long-term incentive plan to be paid on a pro-rata basis immediately prior to the closing date;

    the conversion of Telewest restricted stock into the right to receive the transaction consideration on the same terms applicable to all Telewest stockholders; and

    Telewest's agreement to indemnify each present and former NTL and Telewest officer and director to the fullest extent possible under applicable law against liabilities arising out of that person's services as an officer or director prior to the effective time of the merger, and to maintain directors' and officers' liability insurance for a period of six years after closing to cover Telewest directors and officers, subject to certain limitations.

        As a result of these interests, these directors and executive officers may be more likely to support and to vote to adopt the merger agreement than if they did not have these interests. NTL and Telewest stockholders should consider whether these interests may have influenced those individuals to support or recommend adoption of the merger agreement. As of the close of business on the record date for the NTL special meeting, NTL directors, executive officers, and their affiliates were entitled to vote      % of the then-outstanding shares of NTL common stock. As of the close of business on the record date for the Telewest special meeting, Telewest directors, officers and their affiliates were entitled to vote approximately      % of the then-outstanding shares of Telewest stock. Two Telewest directors are employed by Huff Asset Management, which is a significant stockholder of Telewest. See "The Merger—Interests of Certain Persons in the Merger" beginning on page 114.

Certain significant stockholders of both NTL and Telewest may have different interests from those of other NTL and Telewest stockholders in the merger, and these stockholders could have an influence over the business and affairs of the combined company after the merger.

        Certain persons or entities are significant stockholders of both NTL and Telewest. According to and as of the date of their most recent filings with the SEC, FMR Corp. beneficially owned approximately 5.8% and 8.0%, Franklin Mutual Advisers beneficially owned approximately 7.8% and 7.8%, and Mr. Huff beneficially owned approximately 8.6% and 14.2% of the outstanding common stock of NTL and Telewest, respectively. Persons affiliated with Huff Asset Management currently serve on the boards of directors of both NTL and Telewest (Messrs. Huff and Banks, in the case of NTL, and Messrs. Connors and McGuiness, in the case of Telewest).

        As a result of these interests, these significant stockholders of NTL and Telewest may each have different interests in the merger than those of other NTL and Telewest stockholders.

        Assuming that the above entities have not sold any of their holdings subsequent to the dates above, and assuming that the reclassification were effected with respect to such holdings, FMR Corp. would beneficially own approximately 5.7%, Mr. Huff would beneficially own approximately 8.8%, and

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Franklin Mutual Advisers would beneficially own approximately 7.0% of Telewest's new common stock outstanding immediately after the merger on a fully diluted basis based on the currently outstanding NTL and Telewest shares, options and warrants, and each of them could have an influence over the business and affairs of the combined company.

        It is also anticipated that Messrs. Huff and Banks will serve as directors of Telewest following the merger. As a result of their relationship with Huff Asset Management, if conflicts between the interests of Huff Asset Management and the interests of the combined company's other stockholders should arise, these directors may not be disinterested.

        These interests may have influenced or could influence those individuals or entities to support or recommend (i) the approval of the charter amendment and (ii) the authorization of the issuance of Telewest new common stock in the merger, in the case of Telewest, and the adoption of the merger agreement, in the case of NTL. Each of these interests could continue to influence those individuals or entities following the consummation of the reclassification and the merger. See "The Merger—Interests of Certain Persons in the Merger" beginning on page 114.

Whether or not the reclassification and the merger are completed, the announcement and pendency of the transaction could cause disruptions in the businesses of NTL and Telewest, which could have an adverse effect on their business and financial results.

        Whether or not the reclassification and the merger is completed, the announcement and pendency of the transaction could cause disruptions in the businesses of NTL and Telewest. Specifically:

    current and prospective employees may experience uncertainty about their future roles with the combined company, which might adversely affect NTL and Telewest's ability to retain key managers and other employees;

    current and prospective customers of NTL or Telewest may experience variations in levels of services as the companies prepare for integration and may choose to discontinue their service with either company as a result; and

    the attention of management of each of NTL and Telewest may be diverted from the operation of the businesses toward the completion of the transaction.

Obtaining regulatory approvals and other consents may delay or prevent the closing of the merger, reduce the benefits of the merger to stockholders or result in additional transaction costs. Any significant delay in completing the merger could adversely affect the combined company following the closing of the merger.

        Completion of the reclassification and the merger is conditioned upon receipt of certain governmental authorizations, consents, orders and approvals, including among other things, clearance of the merger by the U.K. Office of Fair Trading, the U.K. Secretary of State, the U.K. Competition Commission and/or the Competition Appeals Tribunal, as appropriate, and the expiration of certain statutory appeals periods in the U.K. as set out in the merger agreement. NTL's obligation to complete the merger is also conditioned upon receipt of consents and approvals of other governmental authorities.

        NTL and Telewest are seeking to obtain all required approvals in accordance with the merger agreement. However, NTL and Telewest have not yet obtained the approvals required to complete the reclassification and the merger. As a result, stockholders face the following risks:

    the required consents and approvals could delay the closing of the reclassification and the merger for a significant period after Telewest and NTL stockholder approvals have been obtained;

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    the reclassification and the merger may not be completed if the required approvals are not obtained, because receipt of these approvals is a condition of the obligation of either or both parties to effect the merger; and

    certain conditions or restrictions that government authorities may require in order to grant regulatory approval could adversely affect the business or financial condition of the combined company following the closing of the merger. These conditions or restrictions could include divestitures relating to operations or assets of NTL or Telewest, or require commitments from NTL or Telewest, that may have a negative impact on the businesses and operations of the companies, or may reduce the anticipated benefits of the merger. Pursuant to the merger agreement, under certain circumstances, NTL and Telewest must continue with the merger despite the imposition of conditions and restrictions as long as such conditions and restrictions would not, individually or in the aggregate, reasonably be expected to have a regulatory material adverse effect (as described in more detail in this joint proxy statement/prospectus). See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 145.

        Any of these conditions or restrictions may result in the reclassification and the merger being completed on terms different from those described in this joint proxy statement/prospectus and, as a result, the benefits of the transaction may be different from those described in this joint proxy statement/prospectus. Any delay could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about the completion of the merger. NTL and Telewest cannot give you any assurances that the required approvals will be obtained.

        In addition, the condition to closing relating to the approval of the merger by the U.K. Office of Fair Trading, the U.K. Secretary of State, the U.K. Competition Commission and/or the Competition Appeals Tribunal, as appropriate, provides that the condition is satisfied under certain circumstances even if the order by the relevant governmental authorities approving the merger is subject to further appeals. In such a case, there is a possibility that, as a result of such an appeal, those governmental authorities may reconsider the reclassification and the merger and reverse their previous decision, ask for additional or different conditions or commitments and/or prohibit the completion of the reclassification and the merger. Such governmental authorities could also place restrictions on the operations in which the combined company is permitted to engage. This could further delay or jeopardize the completion of the reclassification and the merger, reduce the anticipated benefits of the merger, or cause a material change to the business the combined company is allowed to conduct following the completion of the merger.

Key NTL telecommunications licenses are potentially subject to revocation or modification by the U.K. Office of Communications, or Ofcom, on a change of control resulting from the merger.

        Ofcom has the discretion to revoke Television Licensable Content Services Licenses and Digital Television Additional Services Licenses, or relevant licenses, on a change of control of a licensee or its parent. This discretion arises in the event that, pursuant to the relevant UK telecommunications legislation, the licensee becomes a disqualified person, certain media ownership rules are breached or Ofcom ceases to be satisfied that the licensee is a fit and proper person to hold the relevant license in question. Ofcom also has the discretion to modify the relevant licenses.

        As a result of the merger, the NTL subsidiaries holding the relevant licenses would be subject to a change of control and NTL will notify Ofcom accordingly. Therefore, as a result of the merger, it is possible (albeit not expected given that the Telewest group of companies currently hold relevant licences) that Ofcom may exercise its discretion to revoke or modify the relevant licenses held by the NTL licensees.

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In certain circumstances, the merger agreement requires payment of a termination fee of $175 million or $215 million by Telewest to NTL and, under certain circumstances, Telewest must allow NTL 20 business days to match any alternative acquisition proposal prior to the termination of the merger agreement. These terms could affect the decisions of a third party proposing an alternative transaction to the merger.

        Under the terms of the merger agreement, Telewest may be required to pay to NTL a termination fee of $175 million or $215 million, depending on the circumstances, if the merger agreement is terminated under certain circumstances. Should the merger agreement be terminated in circumstances under which such a termination fee is payable, the payment of this fee could have material and adverse consequences for Telewest's financial condition and operations after such time. Additionally, under the terms of the merger agreement, in the event of a superior acquisition proposal being made to Telewest by another party, Telewest must allow NTL a 20 business day period to make a revised proposal in response to the superior acquisition proposal, prior to which Telewest may not terminate the merger agreement. These terms could affect the structure, pricing and terms proposed by other parties seeking to acquire or merge with Telewest, and could make it more difficult for another party to make a superior acquisition proposal for Telewest. For a description of the termination rights of each party and the termination fee payable by Telewest under the merger agreement, see "The Merger Agreement—Termination of the Merger Agreement" beginning on page 148 and "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by Telewest" beginning on page 149.

In certain instances, the merger agreement requires payment of a termination fee of $175 million by NTL to Telewest. These terms could materially and adversely affect NTL's financial condition and operations or prevent another party from proposing an alternative transaction to the merger.

        Under the terms of the merger agreement, NTL may be required to pay to Telewest a termination fee of $175 million if the merger agreement is terminated under certain circumstances. These terms could affect the structure, pricing and terms proposed by other parties seeking to acquire or merge with NTL, including potentially precluding any such other party from making an alternative transaction proposal to NTL. In addition, should the merger agreement be terminated in circumstances under which such a termination fee is payable, the payment of such a fee could have material and adverse consequences for NTL's business and operations going forward. For a description of the termination rights of each party and the termination fee payable by NTL under the merger agreement, see "The Merger Agreement—Termination of the Merger Agreement" beginning on page 148 and "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by NTL" beginning on page 150.

If the conditions under the commitment letter are not satisfied, the financing to be provided thereunder will not be available to satisfy the cash portion of the transaction consideration to be paid to Telewest stockholders.

        NTL has obtained commitments for a total of £5.1 billion in financing to effect the proposed merger and pay the related fees, costs and expenses in connection therewith, to repay in full the existing senior credit facilities of NTL, to repay in full the existing senior and second lien credit facilities of Telewest and to finance the ongoing working capital needs and general corporate requirements of Telewest and its subsidiaries after the merger (including NTL and its subsidiaries). Although the completion of the merger is not conditioned upon the receipt of these funds, the commitment letter contains conditions in addition to those contained in the merger agreement that must be satisfied before the lenders are committed to make available the £5.1 billion in financing. These conditions include there being no insolvency of NTL or its subsidiary, NTL Investment Holdings Limited, or NTLIH, and the negotiation of customary financing documentation on terms satisfactory to the lenders. If any of these conditions is not met, the financing will not be available, which may prevent or materially delay the merger. If NTL is unable to obtain the necessary financing, it will be forced to consider other alternatives to raise the necessary funds to satisfy the cash portion of the transaction

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consideration, which may have a material adverse effect on its business or financial condition, and, if no other alternatives are available, the merger may not be completed and Telewest and NTL would continue as standalone companies. The pendency of the merger without the consummation of the merger may have a material adverse effect on NTL and/or Telewest's business or financial condition. See "The Merger—Amount and Source of Funds and Financing of the Merger" beginning on page 110.

Additional risk factors.

        For a description of additional risk factors, see "The Merger—Reasons for the Recommendation of the Telewest Board of Directors; Factors Considered beginning on page 54 and "The Merger—NTL's Recommendations of and Reasons for the Merger" beginning on page 83.


Factors Relating to the Business of the Combined Company and its Regulation

The combined company may not be able to fund its debt service obligations through operating cash flow in the future.

        It is possible that the combined company may not achieve or sustain sufficient cash flow in the future for the payment of interest. If the combined company's operating cash flow is not sufficient to meet its debt payment obligations, the combined company may be forced to raise cash or reduce expenses by doing one or more of the following:

    increasing, to the extent permitted, the amount of borrowings under its bank facilities;

    restructuring or refinancing its indebtedness prior to maturity, and/or on unfavorable terms;

    selling or disposing of some of its assets, possibly on unfavorable terms;

    revising or delaying the implementation of its strategic plans; or

    foregoing business opportunities, including the introduction of new products and services, acquisitions and joint ventures.

        The combined company could also be forced to seek additional equity capital, which could dilute the interests of the holders of its common stock.

        NTL cannot be sure that any, or a combination of, the above actions would be sufficient to fund the combined company's debt service obligations.

The leverage of the combined company will be substantial, which may have an adverse effect on its available cash flow, its ability to obtain additional financing if necessary in the future, its flexibility in reacting to competitive and technological changes and its operations.

        As of September 30, 2005, Telewest and NTL had approximately £1.6 billion and £1.6 billion in net debt, respectively, for a pro forma combined net debt of £3.2 billion. Net debt upon completing the transaction, after refinancing of the existing senior facilities of both companies and the additional borrowing to finance part of the transaction, is expected to be approximately £5.7 billion.

        This high degree of leverage could have important consequences for the combined company, including the following:

    a substantial portion of the cash flow from operations will have to be dedicated to the payment of interest on existing indebtedness, thereby reducing the funds available for other purposes;

    the ability to obtain additional financing in the future for working capital, capital expenditures, product development, acquisitions or general corporate purposes may be impaired;

    its flexibility in reacting to competitive technological and other changes may be limited;

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    the indebtedness outstanding under the senior credit facilities to be entered into pursuant to the commitment letter will be secured by substantially all of the assets of the combined company;

    the substantial degree of leverage could make the combined company more vulnerable in the event of a downturn in general economic conditions or adverse developments in the combined company's business; and

    the combined company may be exposed to risks inherent in interest rate fluctuations.

Both NTL and Telewest have incurred losses in the past and the combined company may not be profitable in the future.

        NTL emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code on January 10, 2003; similarly, Telewest completed its financial restructuring on July 15, 2004.

        Both NTL and Telewest have had substantial losses historically and the combined company may incur substantial losses in the future. NTL had losses from continuing operations for the year ended December 31, 2004 of £509.4 million, and losses from continuing operations for the years ended December 31, 2003 of £606.7 million, 2002 of £1,611.6 million, and 2001 of £7,938.0 million, which includes an asset impairment charge of £5,378.7 million. Although, as a result of the application of fresh start accounting, Telewest and its predecessor, on a combined basis did not have losses from continuing operations for the year ended December 31, 2004, Telewest's predecessor, Telewest Communications, had losses from continuing operations of £183 million for the year ended December 31, 2003, £2,789 million for the year ended December 31, 2002 (including fixed asset and goodwill impairment charges and writedown of investment in affiliates of £2,416 million) and £1,741 million for the year ended December 31, 2001 (including a goodwill impairment charge and writedown of investment in affiliates of £968 million).

        Neither NTL nor Telewest can be certain that the combined company will achieve or sustain profitability in the future. Failure to achieve profitability could diminish the combined company's ability to sustain operations, meet financial covenants, pay dividends on its common stock, obtain additional required funds and make required payments on its present or future indebtedness.

The restrictive covenants under the combined company's indebtedness may limit its ability to operate its businesses.

        The agreements that will govern the combined company's outstanding indebtedness will contain restrictive covenants that will limit the discretion of its management over various business matters. For example, these covenants will restrict the combined company's ability to:

    incur or guarantee additional indebtedness;

    pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

    make investments;

    sell assets, including the capital stock of subsidiaries;

    enter into sale/leaseback transactions;

    create liens;

    enter into agreements that restrict the restricted subsidiaries' ability to pay dividends, transfer assets or make intercompany loans;

    merge or consolidate or transfer all or substantially all of the combined company's assets; and

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    enter into transactions with affiliates.

        These restrictions could materially adversely affect the combined company's ability to finance its future operations or capital needs or to engage in other business activities that may be in its best interests. The combined company may also incur other indebtedness in the future that may contain financial or other covenants more restrictive than those that will be applicable under its indebtedness incurred in connection with the completion of the merger.

The combined company will be a holding company dependent upon cash flow from its subsidiaries to meet its obligations.

        Telewest and a number of its subsidiaries, including, upon completion of the merger, NTL, are holding companies with no independent operations or significant assets other than investments in subsidiaries. Each of these holding companies depends upon the receipt of sufficient funds from its subsidiaries to meet its obligations.

        The terms of the combined company's credit facilities and other debt securities and NTL's existing senior notes will limit the payment of dividends, loan repayments and other distributions to or from these companies under many circumstances. Various agreements governing the debt that may be issued by the combined company's subsidiaries from time to time may restrict and, in some cases, prohibit the ability of these subsidiaries to move cash within their restricted group. Applicable tax laws may also subject such payments to further taxation.

        Applicable law may also limit the amounts that some of the combined company's subsidiaries will be permitted to pay as dividends or distributions on their equity interests, or even prevent such payments.

        The inability to transfer cash among entities within their respective consolidated groups may mean that even though they may have sufficient resources to meet their obligations, they may not be permitted to make the necessary transfers from one entity in their restricted group to another entity in their restricted group in order to make payments to the entity owing the obligations.

Failure to control customer churn may adversely affect the combined company's financial performance.

        The successful implementation of the combined company's business plan will depend upon it controlling its customer churn. Customer churn is a measure of customers who stop using the combined company's services. Customer churn could increase as a result of:

    billing errors and/or general reduction in the quality of the combined company's customer service as a result of the integration of billing systems and customer databases;

    interruptions to the delivery of services to customers over the combined company's network;

    the availability of competing services, such as the digital satellite services offered by British Sky Broadcasting Group plc, or BSkyB, the free-to-air digital television services offered by Freeview and the telephone, broadband and dial-up internet services offered by BT Group plc, or BT, TalkTalk, OneTel, Wanadoo, AOL, Bulldog and other third parties, some of which may, from time to time, be less expensive or technologically superior to those offered by the combined company;

    the potential loss of customers due to their required migration from the combined company's analog TV, or ATV, services to its more expensive digital television, or DTV, services when the combined company stops transmitting its ATV signal;

    the loss of ATV customers to DTV providers in areas where the combined company does not have adequate network capable of offering DTV; and

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    a reduction in the combined company's ability to provide uniform customer care as a result of new product introductions, such as the roll-out of video-on-demand, or VOD, or personal video recording, or PVR, services.

        An increase in customer churn can lead to slower customer growth, increased costs and a reduction in revenue.

Failure to market broadband services successfully will adversely impact the combined company's revenue and results of operations.

        A significant component of the combined company's strategy is marketing broadband services to residential customers. Broadband services will be a significant contributor to the combined company's revenue and customer growth. The contribution to revenue should result both from growing numbers of broadband customers as well as growth in consumer television and consumer telephone services, resulting from broadband subscribers who elect to take one or both of the combined company's other key services. Growth in broadband subscribers may slow as penetration of broadband services increases, which will affect overall customer and revenue growth. In addition, if the combined company is unable to charge the prices for broadband services that are anticipated in its business plan as a result of competition, or if its competition offers better services to the combined company's customers, it is likely to experience reduced revenue and customer growth.

The combined company will be subject to significant competition and NTL and Telewest expect that competition will intensify.

        The level of competition is intense in each of the markets in which the combined company will compete, and NTL and Telewest expect competition to increase.

        In particular, the combined company's telephone services and consumer television businesses will compete with BT in telephone services and internet access and BSkyB in multi-channel television, each of whom has significant operational scale, resources and national distribution capacity. The combined company will also compete with internet service providers and indirect telephone access operators that offer telephone, broadband and dial-up services over BT's network, and the combined company will face increasing competition from mobile telephone network providers and new market entrants, including those providing voice-over-internet-protocol, or VoIP. The increase in competition will be compounded by technology changes and business consolidation, which may permit more competitors to offer the "triple play" of digital television, residential telephone and broadband services.

        In the digital television market, competition has been increased as a result of the launch of Freeview in October 2002, which provides approximately 35 digital terrestrial channels to consumers who have purchased a Freeview-enabled set-top box or a television with a digital tuner, and the launch in March 2004 by Top Up TV of a pay-television service offering approximately 11 pay-television channels for a fixed fee to subscribers who otherwise receive Freeview and have purchased Top Up TV software.

        The combined company's broadband service faces increased competition from BT, Bulldog (a subsidiary of Cable & Wireless Communications plc, or C&W), OneTel, Wanadoo and others, as well as new providers such as BSkyB and Carphone Warehouse. Competitors may use new alternative access technology such as advanced, faster asymmetric digital subscriber lines, or ADSL+2, to deliver speeds faster than the combined company can provide. Local loop unbundling may decrease costs for new entrants and existing BT wholesale customers, leading to increased pricing competition.

        The combined company's business services will also face a wide range of competitors, including BT and C&W, and a number of regional service providers. The nature of the competition will vary depending on geography, service offerings and the size of the marketable area.

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        In order to compete, the combined company may have to reduce the prices it charges for its services or increase the value of its services without being able to recoup the associated costs. Reduced prices or increased costs would have a negative impact on the combined company's margins and profitability. In addition, if the combined company is unable to compete successfully, even following price reductions or value enhancements, it may not be able to attract new customers, or retain existing customers.

The sectors in which the combined company will compete are subject to rapid and significant changes in technology, and the effect of technological changes on the combined company's businesses cannot be predicted.

        The internet, television and telephone services sectors are characterized by rapid and significant changes in technology. The effect of future technological changes on the combined company's businesses cannot be predicted. It is possible that products or other technological breakthroughs, such as VoIP, WiFi (wireless fidelity), WiMax (the extension of local WiFi networks across greater distances) or IPTV (internet protocol television), may result in the combined company's core offerings becoming less competitive. The combined company may not be able to develop new products and services at the same rate as its competitors or keep up with trends in the technology market as well as its competitors.

        The cost of implementing emerging and future technologies could be significant, and the combined company's ability to fund that implementation may depend on its ability to obtain additional financing. See "—The leverage of the combined company will be substantial, which may have an adverse effect on its available cash flow, its ability to obtain additional financing if necessary in the future, its flexibility in reacting to competitive and technological changes and its operations" beginning on page 31.

There is no assurance that new products that the combined company may introduce will achieve full functionality or market acceptance.

        The combined company's long-range plan includes VOD and PVR products. Despite testing prior to release and the increasing implementation of VOD, the combined company cannot guarantee that these new products, or any other new products that the combined company may develop in the future, will perform as expected when first introduced in the market. Should these new products and services fail to perform as expected or should they fail to gain market acceptance, the combined company's results of operations may be negatively impacted.

Systems failures may result in lost revenue.

        The combined company's ability to identify, bill and collect revenue from its customers will be dependent on complex systems and processes. To the extent that any one or more of those systems or processes fail, the combined company could lose customer and transaction billing data, which would prevent it from billing and collecting revenue due to it. The combined company will continually seek ways to improve its revenue collection processes, but it is possible that such improvements may not be successful or will not yield enhanced revenue collection. Inefficient collection could result in an increase in bad debt for the combined company.

If the combined company does not maintain and upgrade its networks in a cost-effective and timely manner, it could lose customers.

        Maintaining an uninterrupted and high-quality service over the combined company's network infrastructure is critical to its ability to attract and retain customers. Providing a competitive service level will depend in part on the combined company's ability to maintain and upgrade its networks in a cost-effective and timely manner. The maintenance and upgrade of the combined company's networks will depend upon, among other things, its ability to:

    modify network infrastructure for new products and services;

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    install and maintain cable and equipment; and

    finance maintenance and upgrades.

        The combined company's bank facilities will limit the level of total capital expenditure that it can incur. If this affects the combined company's ability to replace network assets at the end of their useful lives or if there is any reduction in its ability to perform necessary maintenance on network assets, the combined company's networks may have an increased failure rate, which is likely to lead to increased customer churn. See "—Failure to control customer churn may adversely affect the combined company's financial performance" beginning on page 33.

The combined company will rely on single-source suppliers for some equipment and software.

        NTL and Telewest have historically obtained some of the equipment and software used to provide their services from a single source. In particular, the software used in Telewest's cable television set-top boxes has been obtained from a single provider, which has been working with Telewest to develop enhanced functionality that supports its VOD and PVR services. If the combined company is forced to use alternative software because it cannot obtain the software from its regular provider, it may experience delays in the roll-out of its VOD and PVR services and this could negatively affect its operations.

The combined company's inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially materially adversely affect the number of subscribers to its consumer television service or reduce margins.

        NTL and Telewest have historically obtained a significant amount of their premium programming, some of their basic programming and pay-per-view sporting events from BSkyB, or a BSkyB joint venture. BSkyB is a leading supplier of programming to cable television operators and is the exclusive supplier of some programming including the Sky Sports channels and the most popular premium subscription film channels available in the U.K.

        NTL and Telewest have continued to buy BSkyB wholesale premium content on the basis of an industry ratecard. There is no contractual agreement with BSkyB for the provision of such content.

        In addition to BSkyB, the combined company's significant programming suppliers will include the BBC, ITV, Viacom, Discovery and Turner, a division of Time Warner. The combined company's dependence on these suppliers for television programming could have a material adverse effect on its ability to provide attractive programming at a reasonable cost.

Failure in the combined company's critical systems could significantly disrupt its operations, which could reduce its customer base and result in lost revenues.

        The combined company's business will be dependent on many sophisticated critical systems, which will support all of the various aspects of its cable network operations. The combined company's systems will be vulnerable to damage from a variety of sources, including telecommunications failures, malicious human acts, natural disasters, fire, power loss, war or other catastrophes. Moreover, despite security measures, the combined company's servers will be potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautions NTL and Telewest have taken in the past, unanticipated problems affecting their systems could cause failures in the combined company's information technology systems, including systems that are critical for timely and accurate customer billing, or its customer service centers or interrupt the transmission of signals over its cable network. Sustained or repeated system failures that interrupt the combined company's ability to provide service to its customers or otherwise meet its business obligations in a timely manner would adversely affect its reputation and result in a loss of customers and net revenue. See "—Failure to

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control customer churn may adversely affect the combined company's financial performance" beginning on page 33.

The combined company will be subject to currency and interest rate risks.

        The combined company will encounter currency exchange rate risks because substantially all of its revenues and operating expenses will be earned and paid in U.K. pounds sterling, but it will pay interest and principal obligations with respect to a portion of its indebtedness in U.S. dollars and euros. To the extent that the pound declines in value against the U.S. dollar and the euro, the effective cost of servicing its U.S.-dollar and euro-denominated debt will be higher. Changes in the exchange rate result in foreign currency gains or losses.

        The combined company will also be subject to interest rate risk because it will have substantial indebtedness at variable interest rates. On a pro forma basis, as of September 30, 2005, the combined company will have interest determined on a variable basis on approximately £3.3 billion, or 56%, of its long-term debt. If this exposure were unhedged, an increase in interest rates of 1% would have increased the combined company's pro forma interest expense by approximately £33 million per year.

        To manage these foreign exchange and interest rate risks, NTL and Telewest have each entered into a number of derivative instruments, including interest rate swaps, cross-currency interest rate swaps and foreign currency forward rate contracts. The combined company will be required by its lenders under the new senior credit facility to continue these programs post-completion. Specifically, the combined company will be required within six months of the closing date to fix the interest rate (whether through debt that is fixed rate, or through hedging) on not less than 662/3% of its total debt, for a period of not less than three years from the closing date. Exchange rate hedging to sterling for a period of not less than three years from the closing date will be required for 100% of all amounts, both principal and interest, denominated in Euro or US Dollars advanced under the new senior credit facility. Exchange rate hedging to sterling will be required for 100% of coupon payments issued pursuant to the planned notes offering, and NTL's existing high-yield debt, to the first call date for each such issue.

        On a pro forma basis after taking into account the impact of current hedging arrangements, as of September 30, 2005, the combined company's interest would have had interest determined on a variable basis on £951 million, or 16%, of its long-term debt. An increase in interest rates of 1% would increase the combined company's pro forma interest expense by approximately £10 million per year.

        NTL and Telewest cannot assure you that the combined company's hedging program will be successful. Unhedged movements in currency exchange rates or interest rates in particular could have a material adverse effect on the combined company.

Disruptions in the combined company's satellite transmissions could materially adversely affect its content segment operations.

        Telewest's content subsidiary, Flextech, currently broadcasts its digital programming content with an Astra satellite transponder leased from Société Européene des Satellites. The operation of the Astra satellite is beyond Flextech's control. Disruption to the satellite would result in disruption to Flextech's content services and, depending upon the nature of that disruption, could result in a loss of revenues, a loss of customers and/or adverse publicity. The satellite transponder may fail before the expiration, in December 2013, of Flextech's contractual right to utilize it, which may result in additional costs as alternative arrangements are made for satellite transmission.

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The combined company may be subject to taxation in multiple jurisdictions, and the combined company's U.S. holding company structure may make it difficult to repatriate cash from the combined company's U.K. operating subsidiaries for purposes of paying dividends, repurchasing shares or repaying debt incurred in the U.S. without incurring U.S. tax on such cash repatriations.

        Telewest has historically been subject to taxation in the U.K. and, since its reorganization, in the U.S. NTL has historically been subject to taxation in the U.S., the U.K., and the Republic of Ireland. The combined company's effective tax rate and tax liability will be affected by a number of factors in addition to its operating results, including the amount of taxable income in particular jurisdictions, the tax rates in these jurisdictions, tax treaties between jurisdictions, the manner in and extent to which it transfers funds to and repatriates funds from its subsidiaries, and future changes in the law. Because the combined company operates in multiple jurisdictions and may therefore incur losses in one jurisdiction that cannot be offset against income earned in a different jurisdiction, the combined company may pay income taxes in one jurisdiction for a particular period even though on an overall basis it incurs a net loss for that period.

        Both NTL and Telewest currently have, and the combined company will have, a U.S. holding company structure in which substantially all of their operations are in U.K. subsidiaries that are owned by one or more members of a U.S. holding company group. As a result, although the combined company does not expect to have current U.K. tax liabilities on its operating earnings for at least the medium term, the company's operations may give rise to U.S. tax on "Subpart F" income, or on repatriations of cash from the combined company's U.K. operating subsidiaries to the U.S. holding company group. Telewest does not have a significant amount of U.S. tax basis in its U.K. subsidiaries, and it will likely therefore be difficult to repatriate cash from Telewest's U.K. subsidiaries without (i) incurring U.S. tax on the amounts repatriated, (ii) using NTL's tax basis in its own U.K. subsidiaries (which basis would then not be available to avoid or reduce U.S. tax on the repatriation of cash from NTL's U.K. subsidiaries) or (iii) once the combined company begins to incur U.K. tax liabilities on its operating earnings, utilizing foreign tax credits to reduce its U.S. tax liability with respect to such repatriations. U.S. foreign tax credit rules are complex and impose significant limitations and restrictions on the use of foreign tax credits, and there can be no assurance that the combined company will generate significant foreign tax credits in the future, or that the combined company will be permitted to use such credits to reduce its U.S. tax liability even after it begins to incur U.K. tax liabilities. In addition, while NTL believes that it has substantial U.S. tax basis in its U.K. subsidiaries which may be available to avoid or reduce U.S. tax on repatriation of an equivalent amount of cash from the combined company's U.K. subsidiaries, there can be no assurance that the Internal Revenue Service will not seek to challenge the amount of such tax basis or that the combined company will be able to utilize such basis under applicable tax law. As a result, although the combined company will seek to minimize, in accordance with applicable law, its U.S. tax liability as well as its overall worldwide tax liability, there can be no assurance that the combined company will not incur material U.S. tax liabilities with respect to repatriations of cash from its U.K. subsidiaries.

Regulation of the markets in which the combined company will provide its services has been changing rapidly; unpredictable changes in U.K. and EU regulations affecting the conduct of the combined company's business, including price regulations, may have an adverse impact on its ability to set prices, enter new markets or control its costs.

        NTL and Telewest's principal business activities have historically been regulated and supervised by various governmental bodies in the U.K. and by the regulatory initiatives of the European Commission. Regulatory changes have recently occurred, and may in the future occur, at the U.K. or EU level with respect to licensing requirements, price regulation, interconnection arrangements, number portability, carrier pre-selection, the ability to provide digital services, ownership of media companies, programming, local loop unbundling, data protection, the provision of open access by U.K. cable

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operators to other telecommunications operators, and the adoption of uniform digital technology standards or the bundling of services. Regulatory changes relating to the combined company's activities and those of its competitors, such as changes relating to third-party access to cable networks, the costs of interconnection with other networks or the prices of competing products and services, could adversely affect the combined company's ability to set prices, enter new markets or control costs.

The combined company may not be granted rights to transmit its programming content over the internet.

        All of the contracts governing Telewest's acquired television programming grant it the right to broadcast that programming over ATV and/or DTV platforms. The combined company may not be granted any rights to transmit that programming content over the internet. Failure to obtain internet transmission rights could prevent the combined company from utilizing this content in connection with internet technologies and could result in competitors providing over the internet some of the same content the combined company will broadcast over analog and/or digital television platforms.

Provisions of the combined company's debt agreements, its stockholder rights plan, its certificate of incorporation, Delaware law and its contracts could prevent or delay a change of control of the combined company.

        The combined company may, under some circumstances involving a change of control, be obligated to repurchase substantially all of its outstanding senior notes and repay its outstanding indebtedness under its senior credit facilities and other indebtedness. The combined company or any possible acquiror may not have available financial resources necessary to repurchase those notes or repay that indebtedness in those circumstances.

        If the combined company or any possible acquiror cannot repurchase those senior notes or repay its indebtedness under its credit facilities and other indebtedness in the event of a change of control of the combined company, the failure to do so would constitute an event of default under the agreements under which that indebtedness was incurred and could result in a cross-default under other indebtedness that does not have similar provisions. The threat of this could have the effect of delaying or preventing transactions involving a change of control of the combined company, including transactions in which the combined company's stockholders would receive a substantial premium for their shares over then current market prices, or otherwise which they may deem to be in their best interests.

        Telewest's stockholder rights plan, some provisions of its second restated certificate of incorporation and its ability to issue additional shares of common stock or preferred stock to third parties without stockholder approval may have the effect, alone or in combination with each other, of preventing or making more difficult transactions involving a change of control of the combined company. In connection with the merger, the trigger under the Telewest rights plan will be reduced from 25% to 15%. The combined company will be subject to the Delaware business combinations law that, subject to limited exceptions, prohibits some Delaware corporations from engaging in some business combinations or other transactions with any stockholder who owns 15% or more of the corporation's outstanding voting stock for three years following the date that the stockholder acquired that interest. The terms of certain existing agreements of the combined company relating to changes of control may also have the effect of delaying or preventing transactions involving a change of control of the combined company.

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Factors Relating to the Common Stock of the Combined Company

The market prices of NTL's and Telewest's common stock are subject to volatility, as well as to trends in the telecommunications industry in general, which will continue with respect to the stock of the combined company.

        The current market price of NTL's and Telewest's common stock may not be indicative of prices that will prevail in the trading markets in the future, either before or after consummation of the proposed merger. Stock prices in the telecommunications sector have historically been highly volatile, and the market price of the combined company's common stock (that is, Telewest's new common stock after the merger) could be subject to wide fluctuations in response to numerous factors, many of which will be beyond its control. These factors include actual or anticipated variations in the combined company's operational results and cash flow, its earnings releases and its competitors' earnings releases, announcements of technological innovations, changes in financial estimates by securities analysts, trading volume, market conditions in the industry and the general state of the securities markets and the market for telecommunications stocks, changes in capital markets that affect the perceived availability of capital to communications companies, governmental legislation or regulation, currency and exchange rate fluctuations, as well as general economic and market conditions, like recessions. Trends in this industry are likely to have a corresponding impact on the price of the Telewest new common stock.

The combined company may in the future seek to raise funds through equity offerings, which could have a dilutive effect on its common stock.

        In the future, the combined company may determine to raise capital through offerings of its common stock, securities convertible into its common stock, or rights to acquire these securities or its common stock. In any case, the result would ultimately be dilutive to its common stock by increasing the number of shares outstanding. Telewest cannot predict the effect this dilution may have on the price of its common stock.

NTL and Telewest have not historically paid cash dividends on their common stock, the combined company may not be able to pay or maintain dividends, and the failure to do so could adversely affect its stock price.

        Since their inception, neither NTL nor Telewest has paid any cash dividends on its common stock. The terms of the existing indebtedness of both NTL and Telewest limit the ability of these companies to pay dividends from cash generated from operations. Likewise, the terms of the combined company's indebtedness after the merger will limit the ability of the combined company to pay dividends.

        Pursuant to the merger agreement, NTL has the option to declare and pay quarterly cash dividends up to a maximum of $15,000,000 per annum.

        NTL and Telewest cannot assure you that the combined company will pay cash dividends on its common stock, or, if the combined company begins to pay cash dividends on its common stock, that such dividends will continue to be paid.

Sales of stock by stockholders in the combined company may decrease the price of Telewest new common stock.

        Based on SEC filings to date, Ameriprise Financial Inc., or Ameriprise Financial, beneficially owned approximately 10.8%, FMR Corp. beneficially owned approximately 5.8%, Franklin Mutual Advisers beneficially owned approximately 7.8%, and Mr. Huff beneficially owned approximately 8.6% of NTL's common stock, and FMR Corp. beneficially owned approximately 8.0%, Franklin Mutual Advisers beneficially owned approximately 7.8%, and Mr. Huff beneficially owned approximately 14.2% of Telewest's common stock.

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        Assuming that none of FMR Corp., Ameriprise Financial, Mr. Huff and Franklin Mutual Advisors has sold any of its or his holdings subsequent to December 14, 2005, and giving effect to the reclassification of Telewest common stock and to the exchange ratio under the merger agreement with respect to their holdings of Telewest and NTL common stock as of such date, FMR Corp. would beneficially own approximately 5.7%, Ameriprise Financial would beneficially own approximately 7.3%, Mr. Huff would beneficially own approximately 8.8%, and Franklin Mutual Advisers would beneficially own approximately 7.0% of Telewest's new common stock outstanding immediately after the merger. Some of these stockholders will also have rights, subject to various conditions, to require the combined company to file one or more registration statements covering their shares, or to include their shares in registration statements that the combined company may file for itself or on behalf of other stockholders.

        Subsequent sales by any of these stockholders of a substantial amount of Telewest new common stock may significantly reduce the market price of Telewest new common stock. Moreover, the perception that these stockholders might sell significant amounts of Telewest new common stock could depress the trading price of Telewest new common stock for a considerable period. Sales of Telewest new common stock, and the possibility of these sales, could make it more difficult for the combined company to sell equity, or equity-related securities, in the future at a time, and price, that it considers appropriate.

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements. Statements in this joint proxy statement/prospectus and the other documents incorporated by reference that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act.

        These forward-looking statements, wherever they occur in this joint proxy statement/prospectus, are estimates reflecting the best judgment of the senior management of NTL and Telewest. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this joint proxy statement/prospectus. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include the following:

    the failure to obtain and retain expected synergies from the proposed merger;

    rates of success in executing, managing and integrating key acquisitions, including the proposed merger;

    the ability to achieve business plans for the combined company;

    the ability to manage and maintain key customer relationships;

    delays in obtaining, or adverse conditions contained in, any regulatory or third-party approvals in connection with the proposed merger;

    the ability to fund debt service obligations through operating cash flow;

    the ability to obtain additional financing in the future and react to competitive and technological changes;

    the ability to comply with restrictive covenants in the combined company's indebtedness;

    the ability to control customer churn;

    the ability to market broadband services successfully;

    the ability to compete with a range of other communications and content providers;

    the effect of technological changes on the combined company's businesses;

    the functionality or market acceptance of new products that the combined company may introduce;

    possible losses in revenues due to systems failures;

    the ability to maintain and upgrade the combined company's networks in a cost-effective and timely manner;

    the reliance on single-source suppliers for some equipment and software;

    the ability to provide attractive programming at a reasonable cost;

    the extent to which the combined company's future earnings will be sufficient to cover its fixed charges;

    currency and interest rate risks;

    the right to transmit the combined company's programming content over the internet; and

    the risk factors explained in each of NTL's and Telewest's Forms 10-K.

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        Words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "could," "target," "intend," "seek," "may," "assume," "continue," "believe," "will" and variations of these words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this joint proxy statement/prospectus and the other documents incorporated by reference.

        You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference.

        Neither NTL nor Telewest undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this joint proxy statement/prospectus might not occur.

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THE COMPANIES

NTL

        NTL is one of the leading communications and content distribution companies in the U.K., providing internet access, telephone and television services to 3.3 million residential customers, including 1.6 million broadband customers. NTL also provides internet and telephone services to its residential customers who are not connected to its cable network via access to other companies' telecommunications networks and via an internet service provider operated by its subsidiary, Virgin Net Limited. NTL offers what it refers to as a "triple play" bundle of internet, telephone and television services through competitively priced bundled packages. NTL also provides a range of voice services to businesses and public sector organizations, as well as a variety of data communications solutions from high speed internet access to fully managed business communications networks and communication transport services.

        NTL's services are delivered through its wholly owned local access communications network passing approximately 7.9 million homes in the U.K. The design and capability of NTL's network provides it with the ability to offer "triple play" bundled services to residential customers and a broad portfolio of reliable, competitive communications solutions to business customers.

        NTL was incorporated in 1993 as a Delaware corporation. NTL's principal executive offices are located at 909 Third Avenue, Suite 2863, New York, New York 10022, United States, and its telephone number is (212) 906-8440. NTL's U.K. headquarters are located outside of London, England in Hook, Hampshire, United Kingdom. NTL's website is www.ntl.com and the investor relations section of its website can be accessed under the heading "Investors" where NTL makes available free of charge annual reports on Form 10-K, quarterly reports on Form 10-Q, and any amendments thereto, as soon as reasonably practical after they are filed with the SEC.


Telewest

        Telewest is a leading broadband communications and media group in the U.K., providing:

    television, telephone and internet access services to residential customers in the U.K.;

    voice, data and managed solutions services for businesses in the U.K.;

    basic television channels and related services to the U.K. multi-channel broadcasting market; and

    a wide variety of consumer products by means of auction-based televised shopping programs.

        Telewest's television and communications services are delivered through its wholly owned broadband, local access communications network, passing approximately 4.7 million homes in the U.K. Telewest's networks consist of local distribution networks, a "national network" and an internet protocol, or IP, services platform and provide high-speed interconnection and two-way interactivity with directly connected residential and business customers. Like NTL, Telewest offers the "triple play" of internet, telephone and television services to its residential customers.

        Telewest's television channels, auction-based shopping programs and related services are provided through its wholly owned subsidiaries, Flextech and sit-up. Flextech has ten genre-based entertainment channels, four of which are multi-phased versions of its other channels, and owns a 50% interest in the companies that comprise the UKTV Group, a series of joint ventures with BBC Worldwide. Together Flextech and the UKTV Group are the largest supplier of basic channels to the U.K. pay-television market. sit-up provides a wide-variety of consumer products through three interactive auction-based television channels; price drop TV, bid tv and speed auction tv.

        Telewest was incorporated in the State of Delaware on November 12, 2003, as a wholly owned subsidiary of its predecessor company, Telewest Communications. On July 13, 2004, Telewest entered

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into an agreement to acquire substantially all of the assets of Telewest Communications and on July 15, 2004, upon completion of Telewest Communications' financial restructuring, Telewest became the ultimate holding company for the operating companies of Telewest Communications.

        Telewest reports its operations as three separate business segments for accounting purposes: (1) the cable segment, (2) the content segment and (3) the sit-up segment. The cable segment includes those Telewest operations relating to the provision of television, telephone and internet access services to residential customers in the U.K. and voice, data and managed solutions services for businesses in the U.K.; the content segment includes those Telewest operations relating to the provision of basic television channels and related services to the U.K. multi-channel broadcasting market, excluding the operations of sit-up; and the sit-up segment includes the operations of sit-up. Telewest accounts for the UKTV Group pursuant to the equity method by recording its share of the UKTV Group's net income as a share of net income from affiliates. As a result, the UKTV Group's results of operations are not reflected in the results of operations of any of Telewest's business segments. Telewest's principal executive offices are located at 160 Great Portland Street, London, W1W 5QA, United Kingdom, and its telephone number is +44 20 7299 5000. Telewest's website is www.telewest.co.uk and the investor relations section of its website can be accessed under the heading "Investor Information" where Telewest makes available free of charge annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments thereto, as soon as reasonably practical after they are filed with the SEC.


Merger Sub

        Neptune Bridge Borrower LLC, a wholly owned subsidiary of Telewest, is a Delaware limited liability company, formed on December 8, 2005, for the purpose of effecting the merger.

        Upon consummation of the merger, Merger Sub will be merged with and into NTL and the separate existence of Merger Sub will cease. NTL will be the surviving corporation. However, at any time prior to the filing of the charter amendment, NTL may elect to effect the merger as a merger of NTL with Merger Sub, with Merger Sub as the surviving entity in the merger (so long as such election does not delay the merger or adversely affect the financing or the Telewest stockholders or directors).

        Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable filings under U.S. securities laws and regulatory filings made in connection with the merger.

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THE MERGER

Background of the Merger

        During the 1990s, NTL and Telewest grew into the U.K.'s two largest cable companies through the acquisition of numerous local U.K. cable franchises. This growth through acquisition reflected the view of both companies' management at the time that consolidation of the U.K. cable industry was necessary for the cable industry to compete with emerging television, telecommunications and internet technologies. In order to finance these acquisitions and to fund increases in their respective network capacities, both NTL and Telewest incurred high levels of debt which proved to be unsupportable by their respective operations. NTL eventually sought bankruptcy protection in the U.S. and re-emerged in January 2003; Telewest underwent a court sanctioned restructuring in the U.K. which was completed in July 2004.

        Since their emergence from restructuring, both companies have focused on improving their operations with a view to enhancing their ability to compete effectively with other providers of multi-channel television, telecommunications and internet services. As part of this process, NTL and Telewest have focused on the technological advantages that each company believed ownership of a cable network would provide and adopted programs, such as the "dual" and "triple play" promotions, specifically designed to attract consumers across their product offerings. In addition, they each recognized, and publicly acknowledged, the importance of further consolidation of the U.K. cable industry to achieving the operational scale and national presence necessary to effectively compete with other market participants such as BSkyB (television services), BT (telephony and broadband) and Freeview (free-to-air television services), as well as the rapidly growing number of participants in the evolving multi-channel television, telecommunications and internet services markets. Given the lack of overlap in Telewest and NTL's respective networks and the competitive advantages of a combination, the companies were aware of and from time to time had internally considered, and the marketplace in general had speculated about, the possibility of a combination of Telewest and NTL.

        Because of the similarity of their businesses and the absence of direct competition due to the lack of overlap in their respective cable networks, NTL and Telewest cooperate in certain areas of their business, including in respect of their "Front Row" joint venture, a cable-only movie, sports and special events pay-per-view television service. This cooperation results in contacts between NTL and Telewest executives at many levels of their respective organizations. During the course of these contacts, matters relating to a combination may have arisen, but NTL and Telewest believe the summary below describes all material contacts between them relating to the merger.

        Following the emergence of NTL from bankruptcy and the restructuring of Telewest, with the relative financial stability in the U.K. cable industry, both companies recognized that a transaction between NTL and Telewest could occur at any time given the competitive advantages of further consolidation in the U.K. cable industry, the strategic rationale for combining the two companies and the continued speculation in the press about a future transaction. Accordingly, each of Telewest and NTL independently began to prepare for the possibility of a transaction, including discussing the possibility with their respective directors and advisors or potential advisors. In this regard, NTL began working with Goldman Sachs, who was also acting as financial advisor to NTL in connection with the sale of its broadcast business, and NTL retained Davis Polk & Wardwell, or Davis Polk, as to U.S. law matters, Travers Smith as to English law matters, and Ashurst as to antitrust and regulatory matters.

        During the fall of 2004, Anthony (Cob) Stenham, Chairman of Telewest, had several informal discussions with Simon Duffy, Chief Executive Officer of NTL, and James Mooney, Chairman of NTL, during which they discussed the potential benefits to NTL, Telewest and the U.K. cable industry of a possible merger between Telewest and NTL.

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        During the fall of 2004, the market price of Telewest's common stock increased significantly relative to the market price of NTL's common stock. NTL's senior management considered this price movement to be attributable in large part to increased market speculation regarding a possible transaction between the two companies. Because, at this time, NTL was contemplating that any transaction would involve solely or primarily stock consideration, by the beginning of 2005, NTL's senior management questioned whether to pursue further discussions with Telewest at that time. In mid-January 2005, NTL concluded that it had no current interest in pursuing a possible business combination with Telewest at that time, although the topic was discussed on a few occasions thereafter in the course of ongoing contacts between Mr. Mooney and Mr. Duffy, on the one hand, and Mr. Stenham, on the other hand.

        In March 2005, the NTL management team, together with its financial and legal advisors, began to re-examine the merits of a potential business combination between Telewest and NTL, particularly if the consideration was to consist solely or primarily of cash. The two members of the NTL board of directors affiliated with Huff Asset Management, Messrs. Huff and Banks, decided to recuse themselves from board discussions and deliberations regarding a potential transaction with Telewest, on the basis that the Huff Entities and the Huff Clients owned a significant equity interest in Telewest and that two members of the Telewest board of directors were affiliated with Huff Asset Management. Subsequently, in early May 2005, it was determined that it would be appropriate for another member of the board, Mr. David Elstein, to recuse himself from board discussions and deliberations regarding a potential transaction with Telewest, on the basis that if Telewest (or following a transaction between NTL and Telewest, NTL) were to sell, or enter into another strategic transaction with respect to, the Telewest content business, Sparrowhawk Investments, a company of which Mr. Elstein is the non-executive chairman, might be a potential bidder or strategic partner for the Telewest content business.

        On April 1, 2005, a representative of NTL contacted a representative of Telewest proposing that NTL and Telewest execute a confidentiality agreement as a prelude to commencement of discussions regarding a potential transaction. On April 5, 2005, Mr. Stenham informed Mr. Duffy that Telewest wished to defer considering whether to sign a confidentiality agreement and subsequent discussions until after the next scheduled meeting of the Telewest board of directors on May 9, 2005.

        On May 16, 2005, the board of directors of NTL convened a meeting during which the NTL management team and representatives of Goldman Sachs updated the directors on their evaluation of the potential transaction.

        During the spring of 2005, Telewest's management interviewed financial and legal advisors with respect to a potential transaction with NTL. The Telewest board decided in early May, after interviewing several potential financial advisors, to retain Deutsche Bank and Rothschild as financial advisors and Sullivan & Cromwell LLP, or Sullivan & Cromwell, as legal advisor. Also in early May, two Telewest directors employed by Huff Asset Management advised the Telewest board that they would recuse themselves from board discussions and deliberations regarding a potential transaction with NTL. They did so because the Huff Entities and the Huff Clients owned a significant equity interest in NTL and two members of the NTL board of directors were affiliated with Huff Asset Management. From this time forward, Telewest's non-executive directors generally conferred weekly with Mr. Stenham regarding developments of a potential NTL transaction.

        On May 24, 2005, Mr. Duffy met with Mr. Stenham regarding the commencement of negotiations regarding a potential business combination between the two companies. On May 27, 2005, Telewest and NTL entered into a mutual confidentiality agreement, which included customary standstill provisions. In late May, representatives of NTL and Telewest began to discuss in detailed terms the process for deciding whether a transaction was achievable on terms acceptable to both companies. At this time it was agreed that Telewest would make available limited due diligence materials sufficient to permit NTL to put forward a proposed transaction price and structure. More detailed due diligence would be

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conducted if the price and structure appeared to be in a range that could lead to a negotiated transaction.

        During June 2005, members of the senior management of NTL and Telewest, along with their respective financial and legal advisors held numerous meetings and joint conference calls regarding a potential transaction. This initial due diligence was focused on regulatory matters, accounting, tax and financial matters, the Telewest content business, Telewest's business model and organizational and personnel matters.

        On June 29, 2005, the board of directors of NTL held a telephonic meeting during which Mr. Mooney and other members of NTL's management team updated the directors on the status of discussions with Telewest and reviewed and discussed considerations related to the potential transaction, including matters related to valuation and certain tax matters resulting from Telewest's corporate structure. After discussion, the NTL board of directors authorized management to make a non-binding proposal to Telewest regarding a transaction in which NTL would pay $15.75 per Telewest share for the cable segment of Telewest, on the assumption that prior to the consummation of this transaction, Telewest would have disposed of its content business through a U.K. public offering, subject to the retention of a 30.1% ownership interest at NTL's option, with Telewest shareholders entitled to receive, in addition to the $15.75 per share, the per-share value of the net proceeds of the content public offering plus any retained ownership interest in the content business.

        On July 1, 2005, Mr. Duffy met with Mr. Stenham and presented the proposal described above. On July 12, 2005 Telewest's board of directors responded to NTL's proposal indicating that it considered the appropriate cash price for the Telewest cable business, reflecting the value of that business and an appropriate sharing of the synergies arising from combining it with the NTL business, to be $21 per share. The Telewest board also indicated that Telewest was prepared to accept the requirement that it dispose of its content business with the value being paid to Telewest shareholders, but if it did so it would want to sell 100% of that business if doing so would maximize its value. At this time, the Telewest board of directors decided to initiate a process that could result in the divestiture of the content business, a possibility that had been under review for some time.

        Throughout the balance of July, representatives of Telewest and NTL and their respective financial and legal advisors held numerous meetings and joint conference calls regarding, among other things, Telewest's projections and NTL's assessment of those projections, the tax issues arising from Telewest's and NTL's respective tax positions, both on a stand alone basis and in the context of a transaction, the value of the content business to a combined Telewest-NTL cable business and issues regarding rights of BBC Worldwide that would be triggered in the event of the indirect transfer of Telewest's interests in the UKTV Group where the transaction was structured as an acquisition of Telewest by NTL. During this time, Telewest also explored the possible consequences of remaining independent, both with and without the sale of its content business. Telewest also worked with its financial advisors during this period to estimate the possible price that a private equity firm might pay for Telewest. Separately, NTL reconsidered its position regarding Telewest's content business and decided to pursue a transaction in which it acquired 100% of Telewest's content business, recognizing that it could be an important strategic asset, and that the combined company would have a number of future options relating to the business, including retaining 100% ownership, strategic partnerships or partial divestment.

        Following consultation with members of the NTL board of directors, on August 6, 2005, Mr. Mooney telephoned Mr. Stenham and presented a revised non-binding proposal to Telewest. This proposal was for the acquisition of both the cable and content businesses of Telewest for a price equal to $23 per share, consisting of approximately 70% in cash and 30% in shares of NTL common stock. According to this proposal, the closing of a transaction would be conditioned upon the receipt by NTL of a private letter ruling from the U.S. Internal Revenue Service as to the tax treatment of a proposed internal restructuring transaction that would permit the financing of some or all of the cash portion of

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the transaction consideration to be incurred at the level of the combined company's U.K. operating group level rather than at the level of its U.S. holding group, potentially resulting in lower financing costs for NTL. Telewest responded a few days later by indicating that an IRS ruling closing condition would be unacceptable, the proposed $23 price was too low, it was willing to accept additional NTL equity to improve the aggregate consideration and it was proceeding with its plans with respect to the potential divestiture of its content business. On August 10, 2005, representatives of Deutsche Bank, acting at the direction of Telewest indicated to representatives of Goldman Sachs that they believed the Telewest board of directors would likely support an unconditional $24 per share offer.

        Until late August, Telewest and NTL were unable to agree on a price. On August 12, 2005, the NTL board of directors held a meeting at which the NTL management team and NTL's advisors made a detailed presentation as to the status of the proposed transaction and the negotiations with Telewest and discussed proposed terms of a possible revised proposal to be made to Telewest. At the end of the meeting, the non-executive directors who were attending had a separate session regarding the proposed transaction with representatives of Davis Polk.

        On August 15, 2005, NTL retained Evercore to render a second fairness opinion with respect to the consideration payable in a potential transaction. On August 18, 2005, NTL proposed a purchase price equal to $16.25 in cash without interest plus 0.115 shares of NTL common stock for each share of Telewest common stock. On August 25, 2005, the board of directors of NTL held a meeting in New York during which Mr. Mooney and other members of the NTL management team updated the directors on the status of negotiations with Telewest.

        On August 25, 2005, the board of directors of Telewest held a meeting and concluded, after conferring with their financial and legal advisors as well as Telewest management, that the risks of continuing to seek an enhanced proposal from NTL and in particular the risk that NTL might break off negotiations outweighed the benefits likely to be achieved by continuing to seek a higher price. The Telewest board authorized Telewest management to advise NTL that Telewest was prepared to proceed with more detailed due diligence and negotiation of definitive agreements, on the basis of a per-share purchase price equal to $16.25 in cash without interest plus 0.115 shares of NTL common stock.

        Throughout September, Telewest and NTL completed their respective due diligence investigations. Representatives of the two companies also discussed the future composition of NTL management and the NTL board of directors, NTL's financing and the terms of the merger agreement, the initial draft of which was distributed by Davis Polk to Sullivan & Cromwell on September 8, 2005. Negotiation of the merger agreement focused primarily on NTL's flexibility to conduct its business and engage in transactions before closing, the termination provisions, the amount and circumstances under which termination fees should be payable and transaction conditionality. Regarding transaction conditionality, the parties discussed, among other things, whether Telewest should be required to take the merger agreement to a shareholder vote before being able to terminate the merger agreement (a "force the vote" provision), whether receipt of a consent or waiver from BBC Worldwide with respect to Telewest's interests in the UKTV Group should be a condition to the merger and the undertakings NTL would be required to give in order to secure relevant regulatory approvals, including whether NTL would be required to accept access by third parties to its or Telewest's network infrastructure to enable those third parties to offer products to its or Telewest's customers ("forced access") or to sell all or a substantial portion of Telewest's content business, both of which were undertakings that NTL senior management was not prepared to accept.

        On September 27, 2005, a meeting of the Telewest board of directors (other than Messrs. McGuiness and Connors) was convened to update the directors on the progress of the status of negotiations and the due diligence process. At the meeting, Telewest management presented a summary of their and their advisers' due diligence findings. Mr. Stenham indicated that NTL was insisting on

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significant flexibility to operate its business and even enter into business transactions outside of the ordinary course during the period between signing and closing.

        On September 29, 2005, the NTL board of directors convened for an update from NTL's management and its financial and legal advisors regarding the status of the transaction. Representatives of Davis Polk reviewed the directors' fiduciary duties to NTL's shareholders in respect of the transaction and summarized the terms of the merger agreement and the issues that remained outstanding. NTL's management team discussed the results of the due diligence process undertaken by NTL and its advisors, including various tax, accounting and litigation matters and the agreements between Telewest and BBC Worldwide relating to the UKTV Group, and the current status of the proposed financing for the transaction. Representatives of Goldman Sachs then discussed their work on the financial aspects of the transaction, including in respect of the consideration, synergies, financing, valuation of Telewest's cable and content businesses and the structuring of the transaction. Representatives from Evercore then discussed their work on the valuation of Telewest's cable and content businesses, sensitivities relating to these valuations, deal benefits and other metrics related thereto. The non-executive directors then conducted a separate session regarding the transaction with representatives of Davis Polk and Evercore, and then solely with Davis Polk. At the conclusion of the discussion, the non-executive directors determined that they were supportive of the transaction.

        On September 30, 2005, the non-executive directors of Telewest (other than Messrs. McGuiness and Connors) convened telephonically to receive an update from Mr. Stenham as to status of Telewest's due diligence on NTL and the negotiations, including discussions relating to board composition. Mr. Stenham stated that the companies had made significant progress on the terms of the merger agreement and that no issues had arisen as a part of the due diligence process that would change Telewest's valuation of the NTL stock portion of the consideration. He further noted that the companies had also made significant progress on management issues, and that NTL had agreed that certain key members of the Telewest management team would be offered meaningful positions in the combined company.

        On October 1, 2005, the Telewest board of directors (including Messrs. McGuiness and Connors) convened to hear the latest update from Telewest management and its financial and legal advisors as to the status of the transaction. Mr. Stenham informed the directors that most of the larger issues had been resolved. In particular, he noted that the parties had agreed that so long as any transaction entered into by NTL did not require a stockholder vote or, in limited circumstances, did not materially delay the consummation of the transaction between NTL and Telewest, NTL would be permitted to engage in those transactions. In addition, he noted that NTL was no longer requiring that the consent and waiver of BBC Worldwide be a condition to signing or closing. However NTL was being given a right, with no effect on the economics for Telewest stockholders, to cause the transaction structure to be modified as a reverse merger so that Telewest would be the resulting parent company, which would not trigger the rights of BBC Worldwide with respect to Telewest's interests in the UKTV Group. Representatives of Sullivan & Cromwell then summarized the terms of the merger agreement and indicated the points that remained open. The directors were most concerned with the "force the vote" provision that would require Telewest for a six month period following the execution of the merger agreement to be required to hold a stockholder meeting for the purpose of causing the Telewest stockholders to vote on the NTL proposal even if another bidder had made a proposal that was economically superior to the NTL proposal. At that time Messrs. McGuiness and Connors excused themselves from the meeting.

        Following this discussion, representatives of Deutsche Bank made a presentation to the Telewest board of directors and rendered to the Telewest board of directors its oral opinion (confirmed by delivery of a written opinion dated October 2, 2005) to the effect that, as of the date of the opinion and based on and subject to the matters stated in such opinion, the $16.25 in cash without interest and 0.115 of a share of NTL common stock to be received by the holders of Telewest common stock (other

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than affiliates of NTL, if any) in respect of each share of Telewest common stock was fair, from a financial point of view, to such holders. Representatives of Rothschild then made a presentation to the Telewest board of directors and rendered to the Telewest board of directors its oral opinion (confirmed by delivery of a written opinion dated October 2, 2005) to the effect that, as of the date of the opinion and based on and subject to the matters stated in such opinion, the $16.25 in cash without interest and 0.115 of a share of NTL common stock to be received by the holders of Telewest common stock (other than affiliates of NTL, if any) in respect of each share of Telewest common stock was fair, from a financial point of view, to such holders. Following these presentations the management directors and representatives of Deutsche Bank excused themselves from the meeting and the non-executive directors discussed the advisability of proceeding with the merger. They unanimously supported proceeding and asked the management directors to return. After further considering numerous factors, including those set forth below under the caption "Reasons for the Recommendation of the Telewest Board of Directors; Factors Considered", the Telewest board of directors resolved to adopt the merger agreement in the form substantially presented to them at the meeting. They further instructed Telewest management to attempt to have the "force-the-vote" provision removed.

        Following the meeting, Telewest continued to negotiate the terms of the merger agreement with NTL and during those discussions the parties discussed, subject to NTL board approval, a proposal for NTL to agree to drop the "force-the-vote" provision in exchange for a longer period of time in which to respond to a superior proposal, a higher, two-tiered break-up fee and other compromises including that NTL would not be required to accept forced access or a sale of all or a substantial portion of Telewest's content business to obtain regulatory approval for the merger.

        On October 2, 2005, the NTL board of directors convened to hear the latest update from NTL's management and its financial and legal advisors regarding the status of the transaction. Representatives of Davis Polk reviewed the directors' fiduciary duties to NTL's stockholders and updated the board on the changes to the merger agreement since the previous board meeting, referring them to the summaries of the merger agreement and related documents. Among other things, it was noted that while receipt of a consent or waiver from BBC Worldwide would not be a condition to signing or closing, NTL had been given a right, with no effect on the economics for Telewest stockholders, to cause the transaction structure to be modified as a reverse merger so that Telewest would be the resulting parent company. It was also noted that Telewest continued to strongly resist a "force-the-vote" provision and that, based on further discussions with Telewest, NTL management was proposing to agree to drop the "force-the-vote" provision in exchange for a longer period of time in which to respond to a superior proposal, a higher, two-tiered break-up fee and that NTL would not be required to accept "forced access" or a sale of all or a substantial portion of Telewest's content business to obtain regulatory approval for the merger. NTL's management then summarized the terms and conditions of the financing commitments which had been obtained.

        Following this discussion, representatives of Goldman Sachs provided an update on their work on the financial aspects of the transaction, presenting the final version of their report to the board. They then explained Goldman Sachs' fairness opinion (which was confirmed by delivery of a written opinion dated October 2, 2005), concluding that, as of October 2, 2005, the aggregate consideration to be paid by NTL for each share of Telewest common stock is fair from a financial point of view to NTL. Representatives of Evercore then provided an update on their work on the financial aspects of the transaction, presenting the final version of their report to the board. They then explained Evercore's fairness opinion (which was confirmed by delivery of a written opinion dated October 2, 2005), concluding that, as of October 2, 2005, the aggregate consideration to be paid by NTL for each share of Telewest common stock is fair from a financial point of view to NTL.

        The non-executive directors then conducted a separate session regarding the transaction with representatives of Davis Polk and Evercore, and then solely with Davis Polk. At the conclusion of the discussion, these directors approved the merger agreement and the transactions contemplated thereby.

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The executive directors and other members of senior management then rejoined the meeting, along with Goldman Sachs and Evercore, and, having considered numerous factors, including those set forth below under the caption "NTL's Recommendation of and Reasons for the Merger", the NTL board of directors resolved to adopt the merger agreement in the form substantially presented to them at the meeting.

        During the course of the process, representatives of NTL and Telewest engaged in discussions, from time to time, with representatives of Huff Asset Management regarding the proposed transaction. In September, representatives of NTL discussed with representatives of Huff Asset Management whether Huff Asset Management, in its capacity as a stockholder of NTL and Telewest, would enter into one or more agreements to vote in favor of the transaction and as to certain other matters. On October 1, 2005, a representative of Huff Asset Management responded that, for a variety of reasons not necessarily relating to the transaction, Huff Asset Management would not agree to a voting commitment with respect to the proposed transaction. The representative did, however, preliminarily indicate that Huff Asset Management would be willing to enter into a letter agreement on behalf of itself and its affiliates to make such filings, if any, as might be required to be made by them with the SEC pursuant to the U.S. securities laws and regulations in connection with the proposed transaction. On October 2, 2005, subsequent to the NTL board of directors meeting, representatives of Huff Asset Management indicated that in connection with these matters Huff Asset Management wanted the letter agreement to provide registration rights with respect to the shares of NTL common stock Huff Asset Management and its affiliates would receive as stockholders of Telewest in the proposed transaction and certain other shares of NTL common stock that they own. Davis Polk and the non-executive directors of NTL then discussed the proposal and the non-executive directors approved the letter agreement, including the registration rights. A second meeting of the NTL board of directors was then convened at which the directors approved the letter agreement, including the registration rights. Later that same day, NTL and Huff Asset Management entered into the letter agreement. This letter agreement was subsequently terminated, as it was determined to no longer be necessary after the original merger agreement was amended and restated.

        On October 2, 2005, NTL and Telewest executed the original merger agreement, which provided for the merger of a wholly owned subsidiary of NTL into Telewest with the result that Telewest would become a wholly owned subsidiary of NTL.

        On October 3, 2005, NTL and Telewest issued a joint press release announcing the merger.

        From September to November 2005, representatives of NTL and Telewest held several meetings with senior executives at BBC Worldwide regarding the UKTV Group joint venture generally as well as to seek BBC Worldwide's consent to or waiver of its rights in the event of the indirect transfer of Telewest's interest in the UKTV Group. Based on these meetings, NTL management was of the view that there was significant uncertainty as to whether it would be able to obtain a consent or waiver from BBC Worldwide.

        During this period, representatives and advisors of NTL commenced a detailed analysis of the implications, including in relation to the financing and for U.S. and U.K. tax purposes, of NTL exercising its rights under the original merger agreement to effect the transaction by causing NTL to be merged with and into a wholly owned subsidiary of Telewest whereupon NTL would become a wholly owned subsidiary of Telewest, or a reverse merger, in order to, among other things, not trigger the rights of BBC Worldwide with respect to Telewest's interest in the UKTV Group. In the course of this analysis, NTL and its advisors identified a number of potential benefits of electing to effect the transaction as a reverse merger. During the second half of November, NTL's representatives and advisors discussed with Telewest's representatives and advisors the fact that NTL was considering exercising its right to effect the transaction as a reverse merger and the implications of doing so.

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        On November 22, 2005, the NTL board of directors convened to review the progress of the transaction with NTL's management and its financial and legal advisors, including a discussion of the reverse merger structure.

        In late November 2005, NTL advised Telewest that NTL was considering exercising its right under Section 11.06 of the original merger agreement to cause Telewest to be the surviving parent company in the combination of NTL and Telewest. On November 23, 2005, NTL's counsel provided a draft of the merger agreement reflecting this structural change and counsel to NTL and Telewest negotiated the merger agreement between that date and December 14, 2005.

        On December 5, 2005, the NTL board of directors convened to review the progress of the transaction with NTL's management and its financial and legal advisors. The management team provided an update on discussions with BBC Worldwide regarding a potential consent or waiver of its rights under the UKTV Group joint venture agreements, and an overall review of the implications of NTL exercising its right to effect the transaction as a reverse merger, including on the financing. Representatives of Davis Polk then described the proposed transaction structure, the consideration to be received by Telewest and NTL stockholders and the terms of the draft amended and restated merger agreement. Representatives of Goldman Sachs and Evercore then provided an update regarding valuation and indicated that, if asked, they would be prepared to render new fairness opinions under the new structure.

        On December 6, 2005, and December 12, 2005, the Telewest board of directors met to discuss the possibility that NTL would elect to restructure the original merger so that Telewest would be the surviving parent company. At these meetings directors heard presentations from their legal and financial advisors regarding the consequences of the revised transaction structure and NTL's right to elect such a structure. During these meetings each of Deutsche Bank and Rothschild separately indicated that they had been requested by Telewest management to be prepared to deliver updated fairness opinions to the Telewest board of directors in the event NTL elected to restructure the original merger agreement. Each indicated that based upon the information available to it at the time (December 6, in the case of Rothschild, and December 12, in the case of Deutsche Bank) and then-current market conditions and trading prices, it believed that, if requested to do so, it would be able to reconfirm its earlier opinion as of the date of a new merger agreement reflecting the revised transaction structure. Telewest management updated the board on business developments at each of Telewest and NTL and discussed current trends with directors. After considering the information presented, the Telewest board of directors resolved to authorize certain of the senior executives to execute the merger agreement, subject to receipt of a request from NTL to do so and receipt of opinions from each of Deutsche Bank and Rothschild.

        On December 13, 2005, the NTL board of directors convened to hear the latest update from NTL's management and its financial advisors regarding the transaction and the proposal for NTL to exercise its right to effect the transaction as a reverse merger. Representatives of Davis Polk reviewed the directors' fiduciary duties to NTL stockholders and updated the board on the proposed transaction structure, including the proposal to adjust the exchange ratios with respect to Telewest new common stock to be received in the reclassification and the merger as if NTL had undertaken a 2.5 for 1 stock split, and the draft amended and restated merger agreement. Representatives of Goldman Sachs and Evercore then provided an update regarding valuation and indicated that, if asked, they would be prepared to render new fairness opinions under the new structure. The non-executive directors then conducted a separate session regarding the proposed transaction with representatives of Davis Polk. At the conclusion of these discussions, these directors approved, subject to receipt of fairness opinions from each of Goldman Sachs and Evercore, the exercise by NTL of the right to effect the transaction as a reverse merger, the amended and restated merger agreement, and the transactions contemplated thereby and in connection therewith. The executive directors and other members of senior management then rejoined the meeting, along with Goldman Sachs and Evercore, and the NTL board of directors

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approved, subject to receipt of the new fairness opinions, the exercise by NTL of the right to effect the transaction as a reverse merger, the amended and restated merger agreement, and the other related transactions, and authorized senior executives of NTL, subject to receipt of the new fairness opinions, to execute and deliver the notice to Telewest, the amended and restated merger agreement, and the related other agreements.

        On December 14, 2005, NTL sent Telewest a notice pursuant to Section 11.06 of the original merger agreement. Also on that date Deutsche Bank and Rothschild delivered their respective opinions to the Telewest board of directors and Goldman Sachs and Evercore delivered their respective opinions to the NTL board of directors.

        On December 14, 2005, NTL and Telewest executed the merger agreement, which provided for the merger of a wholly owned subsidiary of Telewest into NTL with the result that NTL would become a wholly owned subsidiary of Telewest.

        On December 15, 2005, NTL issued a press release announcing the revised merger.


Reasons for the Recommendation of the Telewest Board of Directors; Factors Considered

        In the course of making its decision to approve the merger, the original merger agreement and the merger agreement and recommend that the Telewest stockholders vote for the charter amendment and issuance of shares of Telewest new common stock in the merger, the Telewest board of directors, other than those directors who are also employees of Huff Asset Management, who recused themselves from deliberations relating to the merger and the merger agreement, considered a number of factors, including the following:

    The value of aggregate per share transaction consideration represented a premium to the trading price of Telewest common stock prior to the date of the original merger agreement, and because the directors believed the pre-announcement trading price was affected to some extent by market expectations that Telewest would be acquired by NTL, they understood that some portion of the premium likely was included in the then-current trading price of Telewest common stock. The $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock offered in respect of each share of Telewest common stock represented, based upon the September 30 closing price of NTL common stock:

    a premium of approximately 4.3% over the closing price of a share of Telewest common stock on the last trading day prior to the announcement of the proposed original merger;

    a premium of approximately 5.1% over the closing price of a share of Telewest common stock three months prior to the announcement of the proposed original merger, or June 30, 2005;

    a premium of approximately 35.4% over the closing price of a share of Telewest common stock six months prior to the announcement of the proposed original merger, or March 30, 2005; and

    a premium of approximately 106.0% over the closing price of a share of Telewest common stock 12 months prior to the announcement of the proposed original merger, or September 30, 2004.

    The Telewest board of directors viewed the combination of cash and stock as attractive because it would permit Telewest stockholders to receive cash for a portion of their investment, giving them an opportunity to lock in a portion of the gains realized since the restructuring of Telewest Communications, Telewest's predecessor, which was completed in July, 2004, while continuing to share significantly in the opportunities—and risks—of the U.K. cable business and the combination of NTL and Telewest.

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    The Telewest board of directors believed there were both short-term and long-term business and market risks associated with remaining an independent company that made it advisable to combine with NTL at this time.

    The Telewest board of directors recognized the business logic of combining the Telewest and NTL businesses to create a larger, more effective competitor to BSkyB, BT and others. The Telewest board of directors also believed that, to the extent consideration was payable in NTL shares in the original merger agreement or Telewest new common stock in the merger agreement, Telewest stockholders would benefit from effecting that combination at a time when the value of Telewest relative to NTL was high. While recognizing it could not be certain that the summer of 2005 was that time, the Telewest board of directors believed Telewest had achieved significant relative gains in value versus NTL and that there were risks that the value of NTL would begin to increase relative to Telewest because of NTL's implementation of (1) some of the operating strategies that had facilitated Telewest's relative value gains and (2) its strategy to integrate its businesses, and, as a result, some of the gains by Telewest in relative value versus NTL could begin to decline.

    The Telewest board of directors believed that Telewest was facing increasingly focused competition in all its business segments.

    The Telewest board of directors recognized that Telewest's current U.S. holding company structure, combined with its low U.K. effective tax rate as a result of historic tax losses, would give rise to U.S. tax liabilities if and when Telewest repatriates cash from its U.K. operating subsidiaries to its U.S. holding company. Although it could take actions to mitigate these effects, this structure would impose additional costs for Telewest were it to pay dividends or engage in share repurchases in the future.

    The Telewest board of directors believed that Telewest had obtained the highest consideration NTL was prepared to offer and that further discussions regarding increasing the pricing terms of the proposed merger likely would result in NTL breaking off negotiations.

    The Telewest board of directors believed that the value of the stock component of the transaction consideration should benefit from the synergies available as a result of the merger. More specifically, the directors believed that a combined company would benefit from cost reductions and economies of scale because, following the merger, the combined company would have a national footprint as opposed to the more limited reach of each company as a regional provider. In addition, the Telewest board of directors believed that the stock component of the transaction consideration could also increase in value as a result of improvements to NTL's business operations as it increases its focus on selling voice, data and video "triple play" packages and makes other operational improvements.

    The Telewest board of directors considered the terms and conditions of the merger agreement, including provisions that permit Telewest to respond to any unsolicited superior proposals that might be made. Specifically, they considered that the merger agreement permits Telewest to furnish information to, and enter into discussions with, third parties in response to unsolicited written proposals regarding a competing transaction if the Telewest board of directors determines in good faith, after consultation with outside legal counsel, that such action is necessary in order for the directors to comply with their fiduciary duties. For additional information, see "The Merger Agreement" beginning on page 129.

    The Telewest board of directors considered other terms of the merger agreement regarding competing proposals, including the ability of Telewest to terminate the merger agreement and accept a financially superior proposal under certain specified conditions, subject to the payment to NTL of a fee of $215,000,000.

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    The Telewest board of directors considered the separate opinions of Deutsche Bank and Rothschild to the effect that, as of December 14, 2005, and based upon and subject to the factors and assumptions set forth in the respective opinions, the transaction consideration described in the respective opinions to be received by holders of Telewest common stock in respect of each share of Telewest common stock pursuant to the charter amendment and the merger was fair from a financial point of view, to such holders, other than affiliates of NTL, if any. See "—Opinions of the Financial Advisors to the Telewest Board of Directors" beginning on page 58 of this joint proxy statement/prospectus for additional information.

    The Telewest board of directors considered the fact that Telewest and its advisors did not actively solicit indications of interesting from other parties who might be interested in engaging in a transaction with Telewest prior to the execution of the merger agreement. In this regard the Telewest board of directors considered, among other factors:

    that there had been rumors published for an extended period of time speculating that NTL was considering making a bid for Telewest, but, prior to the date of the original merger agreement, Telewest had not been approached by another bidder;

    the advice of their financial advisors that, considering the expected value of the synergies that would result from a merger of NTL and Telewest, private equity bidders were unlikely to be able to pay as much as NTL was proposing and strategic buyers were unlikely to be interested in Telewest alone;

    the belief of the Telewest board of directors, based in part on the two factors described immediately above, that it should be able to achieve a higher value in a negotiated transaction with NTL than through an auction process;

    the risk that Telewest pursuing an auction might cause NTL to terminate its discussions with Telewest; and

    the fact that the merger agreement permits Telewest, under certain circumstances, to receive and negotiate alternative proposals and to terminate the merger agreement to accept a superior proposal.

    The Telewest board of directors considered the preliminary indications of value it received in connection with its exploration of strategic alternatives regarding Telewest's content business and believed that the merger consideration offered by NTL included an amount that represented a valuation of the content business within the range resulting from that process. In addition, the Telewest board of directors also considered that the merger permitted the combined Telewest/NTL to retain the Telewest content business and extend the benefits of content ownership across a larger distribution platform.

    The Telewest board of directors considered the likelihood of completion of the merger, taking into account the merger agreement conditions to closing, NTL's incentives to complete the merger and NTL's financing commitments.

    The Telewest board of directors considered the fact that some directors and officers have interests in the merger as individuals in addition to, and that are different from, their interests as Telewest stockholders. See "The Merger—Background of the Merger" and "The Merger—Interests of Certain Persons in the Merger" beginning on pages 46 and 114, respectively, of this joint proxy statement/prospectus for additional information.

    The Telewest board of directors considered the procedures and processes followed by the Telewest board of directors in negotiating the merger, including that the directors of Telewest who were also employees of Huff Asset Management did not participate in the deliberations or

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      determinations made by the Telewest board of directors in connection with the merger agreement or the merger.

        The Telewest board of directors also considered countervailing factors in its deliberations concerning the merger, including:

    The possibility that the relative value of Telewest as compared to NTL might continue to increase if a transaction were further delayed.

    The possibility that the merger might not be completed, or that the merger might be unduly delayed, and the potential adverse consequences to Telewest's business as a result of the pendency of the merger and attendant operational disruption and employee concerns.

    The fact that Telewest did not conduct an auction prior to entering into the merger agreement, as described above.

    The risk that the potential synergy and other benefits of the merger might not be fully realized or that such benefits will be offset by the effects of the many management challenges of combining Telewest and NTL.

        In deciding to approve the merger agreement, the Telewest board of directors also considered that the terms of the original merger agreement gave NTL the right to revise the structure of the merger so that Telewest was the surviving parent company and that the merger agreement terms were consistent with NTL's exercise of that right. The Telewest board of directors recognized that there can be no assurance about future results, including results expected or considered in the factors listed above. The Telewest board of directors concluded, however, that the potential advantages outweighed the potential risk of completing the transaction.

        The foregoing discussion of the information and factors considered by the Telewest board of directors is not exhaustive, but includes all material factors considered by the Telewest board of directors. In view of the wide variety of factors, both positive and negative, considered by the Telewest board of directors, the Telewest board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise seek to assign relative weights to the specific factors that it considered in reaching its determination that the merger agreement and the merger, are fair to and in the best interests of Telewest's stockholders. Rather, the Telewest board of directors viewed its determinations as being based upon the judgment of its members, in light of the totality of the information presented and considered, including the knowledge of such directors of Telewest's business, financial condition and prospects and the advice of financial and legal advisors. In considering the factors described above, individual members of the Telewest board of directors may have given different weight to different factors and may have applied different analyses to each of the material factors considered by the Telewest board of directors.

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Opinions of Telewest's Financial Advisors to the Telewest Board of Directors

    Opinion of Deutsche Bank

        Deutsche Bank has acted as financial advisor to Telewest in connection with the proposed merger. On December 14, 2005, Deutsche Bank delivered a written opinion to the Telewest board of directors, dated as of such date, to the effect that as of the date of such opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Deutsche Bank, that the 0.2875 of a share of Telewest new common stock and $16.25 in cash without interest to be received by holders of Telewest common stock pursuant to the charter amendment and the merger was fair, from a financial point of view to the holders of Telewest common stock, other than affiliates of NTL, if any.

        The full text of Deutsche Bank's written opinion, dated December 14, 2005, or the Deutsche Bank opinion, sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken by Deutsche Bank in connection with the opinion, is attached as Appendix C to this joint proxy statement/prospectus and is incorporated herein by reference. Telewest stockholders are urged to read the Deutsche Bank opinion in its entirety. The summary of the Deutsche Bank opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the Deutsche Bank opinion.

        In connection with Deutsche Bank's role as financial advisor to Telewest, and in arriving at its opinion, Deutsche Bank, among other things, reviewed certain publicly available financial information and other information concerning Telewest and NTL and certain internal analyses and other information furnished to it by Telewest and NTL. Deutsche Bank also held discussions with members of the senior managements of Telewest and NTL regarding the businesses and prospects of their respective companies and the joint prospects of a combined company. In addition, Deutsche Bank:

    reviewed reported prices and trading activity for the common stock of both Telewest and NTL;

    compared certain financial and stock market information for Telewest and NTL with similar information for certain other companies whose securities are publicly traded;

    reviewed the financial terms of certain recent business combinations;

    reviewed the terms of the merger agreement and certain related documents; and

    performed such other studies and analyses, such as a review of the tax position of Telewest with Telewest and its tax advisors, and considered such other factors as it deemed appropriate.

        In preparing its opinion, Deutsche Bank did not assume responsibility for the independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Telewest or NTL, including, without limitation, any financial information, forecasts or projections, considered in connection with the rendering of its opinion. Accordingly, for the purposes of its opinion, Deutsche Bank assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities, of Telewest or NTL. With respect to the financial forecasts and projections, including analyses and forecasts of certain cost savings, operating efficiencies, revenue effects and financial synergies expected by Telewest and NTL to be achieved as a result of the merger, which we refer to collectively in this section as synergies, made available to Deutsche Bank and relied upon in its analysis, Deutsche Bank assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Telewest or NTL, as the case may be, as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections, including the synergies, or the assumptions on which they are based. Deutsche Bank's opinion was necessarily based upon economic, market and other

58



conditions as in effect on, and the information made available to Deutsche Bank as of, the date of such opinion.

        For purposes of rendering its opinion, Deutsche Bank assumed that, in all respects material to its analysis, the representations and warranties of the parties to the merger agreement are true and correct, that such parties will each perform all of the covenants and agreements to be performed by it under the merger agreement and all conditions to the obligations of each such party to consummate the merger will be satisfied without any waiver thereof. Deutsche Bank also assumed that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the charter amendment and merger will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, or any amendments, modifications or waivers to any agreements, instruments or orders to which either Telewest or NTL is a party or subject or by which it is bound, no limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have a material adverse effect on Telewest or NTL.

        Set forth below is a brief summary of certain financial analyses performed by Deutsche Bank in connection with its opinion and reviewed with the Telewest board of directors at its meeting on October 1, 2005. The financial analyses summarized below were prepared on the basis of an exchange rate of £1 equaling $1.76 as of September 29, 2005, and on the basis of the original merger agreement, including the original exchange ratio that provided that each holder of Telewest common stock would receive $16.25 in cash without interest and 0.115 of a share of NTL common stock for each share of Telewest common stock held by such holder immediately prior to the effective time. They are also prepared on the basis of the merger structure contemplated by the original merger agreement. The financial analyses summarized below include information presented in tabular format. In order to fully understand Deutsche Bank's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Deutsche Bank's financial analysis.

        In connection with the preparation of its December 14, 2005 opinion, Deutsche Bank reviewed and updated, as it considered appropriate, the analyses described below to reflect events since the date of their October 2, 2005 opinion, including the revised structure of the merger and the potential impact on NTL, and the combined company, of NTL's publicly announced offer to combine NTL and Virgin Mobile Holdings (UK) plc, there being no assurance that the offer for Virgin Mobile will be accepted, or, if accepted, on what terms such a transaction may be consummated. With respect to its consideration of the offer for Virgin Mobile, Deutsche Bank considered only the terms of the offer for Virgin Mobile that had been publicly announced and relied solely upon publicly available business and financial information relating to Virgin Mobile. The management of NTL and Telewest did not provide Deutsche Bank with any non-public information regarding Virgin Mobile or the offer for Virgin Mobile and Deutsche Bank did not have the opportunity to hold discussions with the management of Virgin Mobile. In this regard, Deutsche Bank assumed that such non-public information, including financial forecasts, would not differ from the publicly available information reviewed by Deutsche Bank in any respects material to Deutsche Bank's analysis.

        In conducting the analyses described below, Deutsche Bank, among other things, reviewed, with Telewest and its tax advisors, and analyzed the tax position of Telewest in the U.S. and the U.K. Telewest is both a U.K. and a U.S. taxpayer. Deutsche Bank was advised by Telewest and its tax advisors that, while Telewest has net operating losses and capital allowances that will substantially reduce or eliminate tax liability with respect to earnings in the U.K., Telewest would incur U.S. taxes upon any distribution of earnings from its U.K. operating companies to its U.S. holding company. In its fairness determination and specifically in conducting each of the analyses described below, Deutsche

59



Bank considered the impact of this tax position on the value of Telewest's equity, which it estimated to be approximately $2.54 per share in respect of Telewest's cable business and $1.21 per share in respect of Telewest's content business. Deutsche Bank's separate analyses of Telewest's cable and content businesses are described under "—Sum-of-Parts Valuation of Telewest" below. Deutsche Bank assumed, for purposes of its analysis, that Telewest's content business comprises Flextech, sit-up, and Telewest's 50% stake in UKTV.

    Historical Stock Performance and Trading Range Analysis

        Deutsche Bank reviewed and analyzed historic market prices and trading volumes for the common stock of Telewest and NTL. Deutsche Bank compared such market prices to the NASDAQ composite index and the implied value per share of the consideration offered for each share of Telewest common stock.

        Deutsche Bank analyzed one-week, one-month and three-month historical trading ranges for Telewest and NTL. This analysis indicated the following per share equity value ranges for Telewest and NTL. Deutsche Bank compared these ranges to the closing prices for Telewest and NTL common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

 
  Telewest
Trading Range

  NTL
Trading Range

  Implied
Consideration
Value Per Share

  Telewest
Share Price,
Sep. 29

  NTL
Share Price,
Sep. 29

1 Week   $ 21.91 - $22.57   $ 62.01 - $65.32   $ 23.76   $ 22.57   $ 65.32
1 Month   $ 21.55 - $22.57   $ 61.00 - $65.32                  
3 Months   $ 21.06 - $22.78   $ 61.00 - $69.53                  

        Deutsche Bank also considered in its analysis that, beginning in May 2005, media publications (including newspapers and other periodicals with broad distribution) began to report that Telewest and NTL were engaged in discussions regarding a possible combination. Following these reports, the market price of Telewest's common stock increased and, subject to some fluctuations, remained at a higher level. In its fairness determination, Deutsche Bank considered the possibility that all or a portion of the increase in Telewest's market price may have been a consequence of such reports and evaluated the possibility that Telewest's market price may decrease in the event that Telewest and NTL abandoned discussions.

    Analysis of Research Analyst Valuations

        Deutsche Bank reviewed and analyzed recent analyst coverage for Telewest and NTL. The review of analyst coverage of Telewest (six analysts) and NTL (five analysts) indicated the following per share equity value ranges for Telewest and NTL. Deutsche Bank compared these ranges to the closing prices for Telewest and NTL common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

Analysts'
Target Range
Telewest

  Telewest
Share Price,
Sep. 29

  Implied
Consideration
Value Per Share

  Analysts'
Target Range
NTL

  NTL
Share Price,
Sep. 29

$ 22.00 - $25.00   $ 22.57   $ 23.76   $ 67.00 - $90.00   $ 65.32

    Sum-of-Parts Valuation of Telewest

        For the purposes of its analyses, Deutsche Bank divided Telewest's business into two parts: (1) its content business, and (2) its cable business. Deutsche Bank conducted a sum-of-parts valuation of Telewest, valuing Telewest's content business separately and then, assuming the derived value for

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Telewest's content business comprising Flextech, sit-up and Telewest's 50% stake in UKTV, performing analyses of selected publicly traded cable companies and precedent cable transactions to derive a combined valuation for Telewest's businesses.

    Valuation of Telewest's Content Business

        As a basis for its sum-of-parts analysis of Telewest, Deutsche Bank performed the following analyses with respect to Telewest's content business and compared the results of these analyses to the range of indicative offers for the content business received by Deutsche Bank as of September 1, 2005 in connection with Telewest's exploration of the sale of its content business.

 
  Implied Proportional Enterprise Value Range
  Range of Indicative
Offers Received

 
  (£ millions)
  ($ millions)
  (£ millions)
  ($ millions)
Analysis of Research Analyst Valuations   694 - 923   1,222 - 1,626   702 - 1,113   1,236 - 1,960
Analysis of Selected Publicly Traded Companies   646 - 1,047   1,137 - 1,845        
Analysis of Selected Precedent Transactions   1,101 - 1,180   1,939 - 2,079        
Discounted Cash Flow Analysis   956 - 1,216   1,684 - 2,143        
Leveraged Buyout Analysis   876 - 963   1,543 - 1,696        

        In its sum-of-parts analysis of Telewest, Deutsche Bank assumed a valuation of £900 million for the content business based on the mean of the range of indicative offers received and added this value to the value of the cable business in order to derive a combined valuation for Telewest's businesses.

    Analysis of Selected Publicly Traded Cable Companies

        As part of its sum-of-parts analysis of Telewest, Deutsche Bank reviewed and analyzed data regarding publicly traded companies to determine a set of publicly traded companies comparable to Telewest's cable business.

        Deutsche Bank determined that, other than NTL, Telewest's cable business does not have directly comparable publicly traded peers in Europe. Deutsche Bank also considered whether U.S. publicly traded cable companies were appropriate comparables. Publicly traded U.S. cable companies have a different business mix, operate in a different business environment and have a much lower exposure to the market for voice telephony, which comprises a significant portion of Telewest's business. In addition, NTL and Telewest have lower margins for their television product than U.S. cable companies generally because one of Telewest's key suppliers, BSkyB, is also a competitor. Furthermore, the U.K. market is witnessing increasing price competition in the broadband market. For these reasons, U.S. cable operators are projected to have higher growth rates than Telewest and NTL. As a result, Deutsche Bank focused its analysis on NTL.

        In addition to that of NTL, Deutsche Bank reviewed and analyzed certain financial information and commonly used valuation measurements listed below for the following selected publicly traded U.S. and global cable companies:

Selected Cable Companies
Comcast Corporation
Charter Communications, Inc.
Cablevision Systems Corporation
Insight Communications Company. Inc.
Liberty Global, Inc.
Mediacom Communications Corporation

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        The financial information and valuation measurements examined by Deutsche Bank regarding the selected companies, as well as Telewest and NTL, included, among other things:

    common equity market valuation;

    capitalization;

    net debt;

    common equity market value as adjusted for net debt, which we refer to in the "Opinion of Deutsche Bank" as enterprise value;

    ratios of enterprise value to earnings before interest expense, income taxes and depreciation and amortization, which we refer to in "Opinion of Deutsche Bank" as EBITDA; and

    ratios of enterprise value to operating free cash flow (in "Opinion of Deutsche Bank" operating free cash flow is defined as EBITDA less cash capital expenditures).

        Deutsche Bank compared the trading multiples derived for NTL and the selected U.S. companies to calculate an implied value for Telewest.

 
   
  Enterprise Value / EBITDA
  Enterprise Value / Operating Free
Cash Flow

 
   
  2004
  2005
  2006
  2004
  2005
  2006
NTL       7.1x   7.0x   6.7x   12.2x   12.7x   13.1x
Selected U.S. Companies   Mean   10.1x   9.2x   8.5x   20.5x   17.4x   14.6x
    Median   10.6x   9.1x   8.4x   20.6x   17.9x   15.4x

        To calculate the trading multiples for Telewest, NTL and the selected companies, Deutsche Bank used closing share prices as at September 29, 2005 and publicly available information concerning historical and projected financial performance, including published historical financial information and earnings estimates reported by institutional brokers that cover the shares of Telewest, NTL and the selected companies.

        Deutsche Bank applied the ranges of trading multiples for NTL and the selected U.S. companies to comparable data for Telewest and assumed a £900 million value for Telewest's content business in order to derive implied per share equity value ranges for Telewest. Deutsche Bank compared these value ranges to the closing price for Telewest common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

Implied Telewest Equity
Value Range, based on
NTL

  Implied Telewest Equity
Value Range, based on the
Selected U.S. Companies

  Telewest
Share Price,
Sep. 29

  Implied
Consideration
Value Per Share

$ 16.77 - $20.36   $ 24.42 - $27.41   $ 22.57   $ 23.76

        Deutsche Bank also applied the ranges of trading multiples for Telewest and the selected U.S. companies to comparable data for NTL in order to derive implied per share equity value ranges for NTL. Deutsche Bank compared these value ranges to the closing price for NTL common stock at September 29, 2005.

Implied NTL Equity
Value Range, based on
Telewest

  Implied NTL Equity
Value Range, based on the
Selected U.S. Companies

  NTL
Share Price,
Sep. 29

$ 60.24 - $73.06   $ 82.61 - $105.40   $ 65.32

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        The selected companies are not identical to Telewest or NTL, nor are NTL and Telewest identical to each other. Accordingly, Deutsche Bank believes the analysis of publicly traded comparable companies is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank's opinion, concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading value of the selected companies.

    Analysis of Selected Precedent Cable Transactions

        As part of its sum-of-parts analysis of Telewest, Deutsche Bank reviewed the financial terms, to the extent publicly available, of thirteen mergers and acquisition transactions announced over the last three years involving companies in the cable industry. Deutsche Bank calculated various financial multiples and premiums over market value based on certain publicly available information for each of these selected transactions and compared them to corresponding financial multiples and premiums over market value for the merger, based on the implied value of the consideration offered for each share of Telewest common stock.

        The transactions reviewed were:

Target

  Acquiror
  Date
Auna TLC   Ono / Financial Sponsors   Jul. 2005
NTL Ireland   MS Irish Cable Holdings   May 2005
ish   iesy / Apollo   Mar. 2005
FT Cable / NC Numericable   Cinven / Altice   Dec. 2004
ish   KDG (Apax, GS, Providence)   Apr. 2004
iesy   KDG (Apax, GS, Providence)   Apr. 2004
KBW   KDG (Apax, GS, Providence)   Apr. 2004
Noos (Suez)   UPC Broadband France   Mar. 2004
Kabel B-W   Blackstone   Jul. 2003
TeleColumbus   BC Partners   Apr. 2003
com hem   EQT Northern Europe   Apr. 2003
Kabel Deutschland   Apax, GS, Providence   Jan. 2003
Casema Holding   Investor Group   Dec. 2002

        The financial information and valuation measurements examined by Deutsche Bank regarding these selected transactions included, among other things:

    deal value;

    percentage of the target to be acquired;

    transaction enterprise value;

    ratios of transaction enterprise value to EBITDA; and

    ratios of transaction enterprise value to operating free cash flow.

        Deutsche Bank compared the trading multiples derived for the selected transactions to calculate an implied value for Telewest.

 
  Enterprise Value / EBITDA
  Enterprise Value / Operating
Free Cash Flow

 
  CY-1
  CY
  CY-1
  CY
Mean   9.2x   7.2x   11.0x   11.0x
Median   8.3x   7.2x   10.1x   9.0x

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        All multiples for the selected transactions were based on public information available at the time of announcement of such transactions, without taking into account differing market and other conditions during the period during which the selected transactions occurred.

        Deutsche Bank applied ranges of selected multiples of the financial and operating data derived from the selected transactions to comparable data for the merger and assumed a £900 million value for Telewest's content business in order to derive an implied per share equity value range for each of NTL and Telewest. Deutsche Bank compared these value ranges to the closing prices for Telewest and NTL common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

Comparable
Transactions Analysis
Implied Equity Value
Range—Telewest

  Telewest
Share Price,
Sep. 29

  Implied
Consideration
Value Per Share

  Comparable
Transactions Analysis
Implied Equity Value
Range—NTL

  NTL
Share Price,
Sep. 29

$ 18.06 - $21.87   $ 22.57   $ 23.76   $ 68.82 - $82.96   $ 65.32

        Because the reasons for, and circumstances surrounding, each of the selected precedent transactions analyzed were so diverse, and due to the inherent differences between the operations and financial conditions of Telewest and NTL and the companies involved in the selected precedent transactions, Deutsche Bank believes that a comparable transaction analysis is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank's opinion, concerning differences between the characteristics of these transactions and the merger that could affect the value of the subject companies and businesses and Telewest and NTL.

    Discounted Cash Flow Analysis

        Deutsche Bank performed a discounted cash flow analysis for both Telewest and NTL. Deutsche Bank calculated the discounted cash flow values for each of Telewest and NTL as the sum of the net present values of (i) the estimated future cash flow that Telewest or NTL, as the case may be, will generate for July 2005 through 2009, plus (ii) the value of Telewest or NTL, as the case may be, at the end of such period. The estimated future cash flows were based on the financial projections for NTL for July 2005 through 2009 prepared by NTL management and for Telewest for July 2005 through 2009 prepared by Telewest's management.

        For its analysis of Telewest, Deutsche Bank used weighted average cost of capital ranges of 8.7% to 9.7% and 10.2% to 11.2% for Telewest's content business and cable business, respectively. For its analysis of Telewest, Deutsche Bank used terminal growth rate ranges of 1.5% to 2.5% and 2.5% to 3.5% for Telewest's content business and cable business, respectively. For its analysis of NTL, Deutsche Bank used a weighted average cost of capital range of 8.7% to 9.7% and a terminal growth rate range of 1.5% to 2.5%. In determining the free cash flow, Deutsche Bank also considered the U.S. taxes that would be incurred by Telewest upon repatriation of funds from the U.K. to the U.S.

        This analysis yielded an implied per share equity value range for each of Telewest and NTL which Deutsche Bank compared to the closing prices for Telewest and NTL common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

DCF Analysis Implied
Equity Value Range—
Telewest

  Telewest
Share Price,
Sep. 29

  Implied
Consideration
Value Per Share

  DCF Analysis
Implied Equity
Value Range—NTL

  NTL
Share Price,
Sep. 29

$ 17.98 - $26.39   $ 22.57   $ 23.76   $ 59.45 - $83.98   $ 65.32

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    Analysis of Synergies

        As Telewest stockholders would hold approximately 25% of the outstanding shares of NTL upon the filing of the charter amendment and the completion of merger, the synergies expected by Telewest and NTL to result from the transaction were a material factor in the overall mix of information considered by Deutsche Bank in connection with the delivery of its opinion. Deutsche Bank derived a range of present values per share for the potential synergies by applying multiples and discounted cash flows analyses to the forecasts provided by Telewest and NTL management. The following table sets forth the results of Deutsche Bank's synergies analysis based on the closing prices for Telewest and NTL common stock at September 29, 2005.

Analysis of synergies

  Low
  Medium
  High
Synergy Value Assumption (millions)   $ 1,800   $ 2,700   $ 3,600
Synergy Value Per Telewest Share   $ 1.80   $ 2.69   $ 3.59

    Leveraged Buyout Analysis

        Deutsche Bank performed an analysis of a hypothetical leveraged buyout of Telewest. For this analysis, Deutsche Bank assumed the sale of Telewest's content business for £900 million pre-tax, based on Deutsche Bank's valuation of Telewest's content business as described above, and taxes on disposal of £120 million. Deutsche Bank further assumed that debt at the operating company level would be limited to its current level and that the remaining funds for the hypothetical leveraged buyout would be sourced as bonds at the U.S. holding company level and that financing could be obtained in an amount not to exceed 5.5x projected 2005 EBITDA. The valuation was based on a target internal rate of return of 20% to 25% for an acquiror with an exit after 3.5 years at a valuation in line with Telewest's implied cable trading value of 7.0x 2006 EBITDA.

        This analysis yielded an implied per share equity value range for Telewest which Deutsche Bank compared to the closing price for Telewest common stock at September 29, 2005 and the implied value per share, excluding synergies, of the consideration offered for each share of Telewest common stock as of that date.

LBO Analysis Implied
Equity Value Range

  Telewest
Share Price,
Sep. 29

  Implied Consideration
Value Per Share

$ 19.78 - $20.67   $ 22.57   $ 23.76

        Deutsche Bank performed a similar analysis with respect to NTL. This analysis yielded an implied per share equity value range for NTL of $70.31 to $74.52 which Deutsche Bank compared to the closing price for NTL common stock at September 29, 2005 of $65.32 per share.

    Other Analyses

        In addition to the analyses summarized above, Deutsche Bank also reviewed and analyzed data on premiums paid in merger and acquisition transactions relative to the market prices of the target company's stock prior to the announcement of such transactions. In this analysis, Deutsche Bank examined U.S. transactions, other than those involving financial institutions and the real estate industry, of greater than $100 million from January 1, 1990 through September 21, 2005. Deutsche Bank analyzed the premiums paid in these transactions based on the target company's closing stock price one day, one week and one month prior to announcement of the transaction. Deutsche Bank compared the results of this analysis to the implied premium in the merger based on the implied value per share,

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excluding synergies, of the consideration offered for each share of Telewest common stock as of September 29, 2005.

 
   
  Median Premia (%)
   
Consideration

  Implied Merger
Premium (%)

  1990-1993
  1994-1997
  1998-2000
  2001-2003
  2004-9/05
Combination   1-day   30.3   28.1   25.2   26.6   23.1   5.4
    1-week   35.4   28.6   32.5   32.8   25.5   10.3
    1-month   37.2   36.4   37.9   41.6   29.0   7.0
All Stock   1-day   37.2   22.2   28.7   28.1   20.5    
    1-week   37.9   28.0   34.8   28.2   18.7    
    1-month   48.6   33.9   44.9   28.7   18.9    
All Cash   1-day   34.7   30.3   31.8   32.5   22.4    
    1-week   41.6   38.0   39.6   34.1   24.7    
    1-month   46.2   43.6   50.3   48.6   32.1    

        In conducting its premiums analysis, Deutsche Bank considered the possibility that all or a portion of the increase in Telewest's market price from May 2005 may have been a consequence of media reports regarding discussions between Telewest and NTL and that the market conditions, rationale and circumstances surrounding the transactions examined were specific to such transaction and are not necessarily comparable to the proposed merger, Telewest and NTL.

        The foregoing summary describes the analyses and factors that Deutsche Bank deemed material in its presentation to the Telewest Board of Directors, but is not a comprehensive description of all analyses performed and factors considered by Deutsche Bank in connection with preparing its opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Deutsche Bank believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying the opinion. In arriving at its fairness determination, Deutsche Bank did not assign specific weights to any particular analyses.

        In conducting its analyses and arriving at its opinions, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Telewest board of directors as to the fairness to the holders of Telewest common stock, other than affiliates of NTL, if any, of the consideration offered for each share of Telewest common stock, and does not purport to constitute an appraisal or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. In connection with its analyses, Deutsche Bank made, and was provided by Telewest and NTL management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Telewest or NTL. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Telewest, NTL or their respective advisors, neither Telewest, NTL nor Deutsche Bank nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

        The terms of the charter amendment and the merger, including the type and amount of the consideration offered for each share of Telewest common stock, were determined through negotiations between Telewest and NTL and were approved by the board of directors of each corporation. Although

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Deutsche Bank provided advice to Telewest during the course of these negotiations, the decision to engage in the charter amendment or the merger was solely that of the Telewest board of directors and Deutsche Bank has not expressed an opinion as to the merits of the decision by Telewest to engage in the charter amendment or the merger. As described above, the opinion and presentation of Deutsche Bank to the Telewest board of directors were only one of a number of factors taken into consideration by the Telewest board of directors in making its determination to engage in the charter amendment and the merger. Deutsche Bank's opinion was provided to the Telewest board of directors to assist it in connection with its consideration of the charter amendment and the merger and does not constitute a recommendation to any holder of Telewest common stock as to how to vote with respect to the charter amendment, the merger or any related transaction.

        Telewest selected Deutsche Bank as financial advisor in connection with the merger based on Deutsche Bank's qualifications, expertise, reputation and experience in mergers and acquisitions. Telewest retained Deutsche Bank pursuant to a letter agreement dated May 10, 2005, which we refer to in this section as the engagement letter. As compensation for Deutsche Bank's services in connection with the merger, a fee of $4,155,000 became due on October 2, 2005 upon the execution of the definitive agreement to consummate the merger, and Telewest has agreed to pay an additional fee upon the closing of the merger. The additional fee is determined based in part on the closing share prices for Telewest and NTL common stock as at the last trading day prior to the completion of the merger and is subject to adjustment for material changes in capital structure and number of shares outstanding. Based on the closing share prices for Telewest and NTL at December 12, 2005 and assuming no adjustments for changes in capital structure or shares outstanding, it is currently estimated that the additional cash fee payable upon closing will be approximately $8,224,000. Regardless of whether the charter amendment and the merger are consummated, Telewest has agreed to reimburse Deutsche Bank for reasonable fees and disbursements of Deutsche Bank's counsel and all of Deutsche Bank's reasonable travel and other out-of-pocket expenses incurred in connection with the merger or otherwise arising out of the retention of Deutsche Bank under the engagement letter. Telewest has also agreed to indemnify Deutsche Bank and certain related persons to the full extent lawful against certain liabilities, including certain liabilities under the federal securities laws arising out of its engagement or the charter amendment and the merger.

        Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank has, from time to time, provided investment banking, lending and other financial services to Telewest, NTL or their respective affiliates for which it has received customary compensation. During the last two years, Deutsche Bank has acted as a mandated lead arranger and bookrunner on debt financing issues for Telewest in May 2005 and December 2004 (raising £130 million and £1,800 million, respectively), as a mandated lead arranger and bookrunner on two debt financing issues for NTL in April 2004 (raising £2,420 million and £810 million, respectively) and as a lead underwriter on an equity rights issue for NTL in November 2003 (raising $1,430 million). Deutsche Bank received customary compensation with respect to its engagement for the foregoing transactions. Prior to the announcement of the merger on October 3, 2005, Deutsche Bank had been engaged to advise Telewest regarding strategic options for its content business. This engagement has since been terminated in accordance with its terms. From time to time, Deutsche Bank may also provide investment banking, lending and other financial services to Telewest, NTL or their respective affiliates in the future, for which Deutsche Bank will receive compensation.

        Deutsche Bank and its affiliates, from time to time, provide brokerage services to Huff Asset Management for which Deutsche Bank receives customary fees.

        Deutsche Bank delivered a joint commitment letter with J.P. Morgan Plc, The Royal Bank of Scotland plc and Goldman Sachs International, agreeing to provide financing to NTL in connection

67



with the merger. Deutsche Bank will receive a customary fee in connection with the financing if the charter amendment and the merger are consummated.

        In the ordinary course of business, Deutsche Bank and its affiliates may trade in or hold the securities and other instruments and obligations of Telewest or NTL for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities, instruments and obligations.

    Opinion of Rothschild Inc.

        Telewest retained Rothschild to act as its financial advisor in connection with its evaluation of possible strategic transactions, including the proposed merger. Telewest selected Rothschild based on its reputation and experience. As part of its investment banking business, Rothschild regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, private placements and other matters.

        In connection with this engagement, the Telewest board of directors requested that Rothschild evaluate the fairness, from a financial point of view, to the holders of Telewest common stock, other than affiliates of NTL, if any, of the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by such holders in respect of each share of Telewest common stock pursuant to the charter amendment and the merger. On December 14, 2005, Rothschild delivered a written opinion to the Telewest board of directors, dated as of such date, to the effect that as of the date of such opinion, based upon and subject to the assumptions made, matters considered and limits of the review undertaken by Rothschild, that the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by holders of Telewest common stock in respect of each share of Telewest common stock pursuant to the charter amendment and the merger was fair, from a financial point of view, to such holders, other than affiliates of NTL, if any.

        The full text of Rothschild's written opinion dated December 14, 2005, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached to this joint proxy statement/prospectus as Appendix D. We encourage Telewest stockholders to read this opinion carefully and in its entirety. Rothschild's opinion was provided for the information of the Telewest board of directors in connection with its evaluation of the charter amendment and the merger, is limited to the fairness, from a financial point of view and as of the date thereof, to the holders of Telewest common stock, other than affiliates of NTL, if any, of the consideration pursuant to the charter amendment and the merger of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by such holders in respect of each share of Telewest common stock, and does not address any other aspect of the charter amendment, the merger or any related transaction. Rothschild's opinion is not intended to and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matters relating to the charter amendment, the merger or any related transaction. Rothschild's opinion does not address, and Rothschild expressed no view as to, the merits of the underlying decision by Telewest to proceed with or engage in the charter amendment, the merger and related transactions or any aspect of these transactions (including without limitation the structure thereof), other than the consideration of $16.25 in cash without interest and 0.2875 of a share of Telewest new common stock to be received by the holders of Telewest common stock in respect of each share of Telewest common stock, nor does it address any other transaction that Telewest has considered or may consider. Rothschild expressed no opinion as to the consideration Telewest stockholders may have received in an alternative transaction, or on the relative merits of the charter amendment and the merger as compared to any alternative transaction or business strategy that may be available to Telewest. In addition, Rothschild was not asked to address, and its opinion does not address, the fairness to, or any

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other consideration of, the holders of any class of securities, creditors or other constituencies of Telewest, other than holders of Telewest common stock.

        In arriving at its opinion, Rothschild, among other things:

    reviewed the merger agreement, including the form of charter amendment;

    reviewed certain publicly available business and financial information relating to Telewest and NTL that Rothschild deemed to be generally relevant in evaluating Telewest and NTL;

    reviewed certain audited and unaudited financial statements of Telewest and NTL, and certain other financial and operating data, including financial forecasts, concerning the respective businesses, earnings, cash flows, assets, liabilities and prospects of Telewest and NTL, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the charter amendment, the merger and related transactions, provided to or discussed with Rothschild by the management of Telewest and NTL, respectively;

    held discussions with the management and advisors and other representatives of Telewest and NTL regarding the matters described in the previous two bullet-points, as well as the operations and financial condition and prospects of Telewest and NTL, respectively, both before and after giving effect to the charter amendment, the merger and related transactions and the expected synergies;

    compared the historical and projected financial performance of Telewest and NTL with those of certain publicly traded companies that Rothschild deemed to be generally relevant in evaluating Telewest and NTL;

    reviewed the current and historical market prices of Telewest common stock and NTL common stock and certain publicly traded securities of such other companies that Rothschild deemed to be generally relevant;

    reviewed, to the extent publicly available, the financial terms of certain public transactions that Rothschild deemed to be generally relevant;

    reviewed, to the extent publicly available, information relating to premiums paid in certain transactions that Rothschild deemed to be generally relevant;

    reviewed the estimated present value of the unlevered, after-tax free cash flows of Telewest and NTL for the fiscal years ending December 31, 2005 through December 31, 2009 based on financial forecasts provided to or discussed with Rothschild by the management of Telewest and NTL, respectively;

    considered the potential impact on NTL and the combined company of NTL's publicly announced offer to acquire Virgin Mobile, there being no assurance that such an offer will be accepted by Virgin Mobile, or, if accepted, on what terms a transaction with Virgin Mobile will he consummated; and

    considered such other factors and information, and conducted such other analyses, as Rothschild deemed appropriate.

        In rendering its opinion, Rothschild did not assume any obligation independently to verify any of the financial or other information utilized, reviewed or considered by Rothschild in formulating its opinion and relied on such information, including all information that was publicly available to Rothschild or provided to Rothschild by Telewest or NTL, being accurate and complete in all material respects. With respect to the financial forecasts and other information and operating data for Telewest and NTL, including the expected synergies, provided to or discussed with Rothschild by the management of Telewest and NTL, respectively, Rothschild was advised, and assumed, that these

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forecasts and information were reasonably prepared on bases reflecting the best available estimates and judgments of the management of Telewest or NTL, respectively, as to the future financial performance of Telewest or NTL, as the case may be, and the expected synergies. Rothschild expressed no view as to the reasonableness of these forecasts and projections or the assumptions on which they are based. With respect to Rothschild's consideration of the potential impact of NTL's offer to acquire Virgin Mobile, with the consent of the Telewest board of directors, Rothschild considered only the terms of NTL's publicly announced offer, and relied solely upon publicly available business and financial information relating to Virgin Mobile, as Rothschild was not provided the opportunity either to review any non-public information regarding Virgin Mobile or to hold discussions with the management of Virgin Mobile. In this regard, Rothschild further assumed, with the consent of the Telewest board of directors, that such non-public information of Virgin Mobile, including financial forecasts, would not differ from the publicly available information reviewed by Rothschild in any respects material to its analysis.

        With respect to tax and regulatory matters, Rothschild relied, with the consent of the Telewest board of directors, on the advice of counsel, experts and advisors to Telewest and, further, on discussions with, and information and materials furnished to Rothschild by, the management of Telewest regarding the tax position of Telewest, both before and after giving effect to the charter amendment and the merger. Rothschild also assumed, at the direction of the Telewest board of directors, that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of Telewest or NTL since the respective dates on which the most recent financial statements or other financial and business information relating to Telewest and NTL were made available to Rothschild. Rothschild further assumed, with the consent of the Telewest board of directors, that the representations and warranties of the parties contained in the merger agreement are true and correct, that each of the parties to the merger agreement will perform all of the covenants and agreements to be performed by it under the merger agreement, and that the charter amendment, the merger and related transactions would be consummated in all material respects in accordance with the terms and conditions described in the merger agreement and related documents without any waiver or modification thereof. Rothschild also assumed, with the consent of the Telewest board of directors, that all governmental, regulatory or other consents and approvals necessary for the consummation of the charter amendment, the merger and related transactions would be obtained without any adverse effect on Telewest, NTL or such transactions, and that no divestitures or asset sales from Telewest or NTL would be required as a result of the charter amendment, the merger and related transactions, in either case that would in any respects be material to Rothschild's analysis.

        Rothschild did not assume responsibility for making an independent evaluation, appraisal or physical inspection of any of the assets or liabilities (contingent or otherwise) of Telewest or NTL, nor did Rothschild evaluate the solvency or fair value of Telewest under any state, federal or foreign laws relating to bankruptcy, insolvency or similar matters. Rothschild's opinion was necessarily based on economic, monetary and market and other conditions as in effect on, and the information made available to Rothschild as of, the date of its opinion. Accordingly, although subsequent developments may affect Rothschild's opinion, Rothschild has not assumed any obligation to update, revise or reaffirm its opinion.

        The type and amount of consideration payable pursuant to the merger agreement was determined through negotiation between Telewest and NTL and the decision to approve the charter amendment, the merger and related transactions was solely that of Telewest and its board of directors. Rothschild was not authorized by Telewest or its board of directors to conduct, nor did Rothschild conduct, any solicitation of third party indications of interest for the acquisition of all or any part of Telewest or any other alternative transaction. Rothschild expressed no opinion as to the price at which the Telewest common stock or the Telewest new common stock would trade at any time after the date of its opinion.

        In preparing its opinion, Rothschild performed a variety of financial and comparative analyses. Described below is a summary of the material analyses performed by Rothschild. The summary of these

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analyses is not a comprehensive description of all analyses and factors considered by Rothschild. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. Rothschild believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

        Rothschild employed several analytical methodologies and no one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild is based on all analyses and factors taken as a whole and also on application of Rothschild's experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Rothschild therefore gives no opinion as to the value or merit of standing alone of any one or more parts of the analyses it performed. In its analyses, Rothschild considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Telewest, NTL and Rothschild. No company, transaction or business used in those analyses as a comparison is identical to Telewest or NTL or the proposed transaction, and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments or transactions analyzed.

        The estimates contained in Rothschild's analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of businesses or securities do not necessarily purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, Rothschild's analyses and estimates are inherently subject to substantial uncertainty.

        Rothschild's opinion and analyses were only one of many factors considered by the board of directors in its evaluation of the charter amendment, the merger and related transactions and should not be viewed as determinative of the views of the Telewest board of directors or management with respect to the charter amendment, the merger and related transactions or the consideration pursuant to the charter amendment and the merger.

    Analysis of Telewest

        In analyzing Telewest and its cable and content businesses for purposes of its opinion, Rothschild used a number of standard methodologies for valuing a business in connection with the preparation of a fairness opinion, including a sum-of-the-parts analysis, a discounted cash flow analysis, a comparable public companies analysis, a precedent transactions analysis, a leveraged buyout (LBO) analysis and a premium paid analysis. In its analysis, Rothschild employs these standard methodologies to derive a separate value for the cable and content businesses, which in aggregate represent the value of Telewest as a whole for each specific methodology. The sum-of-the-parts analysis is based upon establishing and then aggregating independent values for each of Telewest's distinct cable and content businesses. The discounted cash flow analysis is used to calculate a range of theoretical values for Telewest based on the sum of the net present values of the implied annual cash flows and terminal values at year-end 2009 for each of Telewest's cable and content businesses. The analysis of selected publicly traded companies is used to provide an indication of how publicly traded companies with operating characteristics similar to Telewest's cable and content businesses, respectively, are valued by investors.

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The analysis of selected precedent transactions is used to show what other companies are willing to pay for companies with operating characteristics similar to Telewest's cable and content businesses, respectively, and these transactions typically include a control premium. Precedent premium analysis is used to demonstrate the share price premiums paid in similar types of transactions. The LBO analysis is used to calculate a range of theoretical values for Telewest's cable and content businesses based upon an allowable financial leverage and equity return threshold parameters. For purposes of its analysis, Flextech, sit-up and Telewest's 50% stake in UKTV are collectively referred to as Telewest's content business.

        The following is a summary of the material financial analyses performed by Rothschild in connection with the delivery of its oral opinion to the Telewest board of directors on October 1, 2005. The financial analyses summarized below were prepared on the basis of an exchange rate of £1 equaling $1.76 as of September 29, 2005, and on the basis of the original merger agreement, including the original exchange ratio that provided that each holder of Telewest common stock would receive $16.25 in cash without interest and 0.115 of a share of NTL common stock for each share of Telewest common stock held by such holder immediately prior to the effective time. They are also prepared on the basis of the merger structure contemplated by the original merger agreement. In addition, the financial analyses summarized below include information presented in tabular format. In order to fully understand Rothschild's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Rothschild's financial analyses.

        In connection with its December 14, 2005 opinion, Rothschild reviewed and updated, as it considered appropriate, the analyses described below to reflect events since the date of their October 2, 2005 opinion, including the revised structure of the merger.

        For purposes of its analysis, and based upon the closing price per share of NTL common stock on September 29, 2005 of $65.32, the cash consideration of $16.25 per share of Telewest common stock and the exchange ratio pursuant to the original merger agreement of 0.115 shares of NTL common stock per share of Telewest common stock, Rothschild noted that the implied value of the consideration to be received in the merger per share of Telewest common stock as of that date was $23.76, or the Implied Consideration Value.

    Sum-of-the-Parts Analysis

        Rothschild performed a sum-of-the-parts valuation of Telewest by separately valuing Telewest's cable and content businesses, respectively, on the basis of the methodologies described below. This analysis indicated a range of implied values per share of Telewest common stock of approximately $16.40 to $19.60 on a standalone sum-of-the-parts basis, and approximately $21.20 to $25.40 with an assumed 25-35% premium, as summarized below and in each case as compared to the Implied Consideration Value of $23.76:

 
  Sum-of-the-Parts Analysis
Per Share Valuation

 
  Standalone
  Including
25%-35% Premium

Cable Business   $ 12.60 - $14.10   $ 16.20 - $18.60
Content Business   $   3.70 - $  5.50   $   5.10 - $  6.90
Telewest Aggregate Value*   $ 16.40 - $19.60   $ 21.20 - $25.40

*
Aggregate value differs from sum of cable business and content business valuations due to rounding.

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        Cable Business.    Rothschild estimated the value of Telewest's cable business by (i) analyzing trading multiples for NTL common stock and deriving a valuation range for Telewest's core cable business by applying those multiples to Telewest, and (ii) adjusting that core valuation to reflect a relative valuation premium and/or discount to be applied to Telewest's cable business when compared with NTL based on a comparison of operating and financial statistics and on certain tax and other considerations described below.

        Rothschild deemed NTL relevant in evaluating Telewest's cable business given that NTL operates in the same line of business and markets (without competing directly) as Telewest's cable business, is the only other publicly traded company in the U.K. operating a cable business and is viewed by Telewest as its primary cable comparable. Based on publicly available information and research analyst estimates regarding NTL, Rothschild derived:

    NTL's enterprise value as a multiple of estimated earnings before interest, taxes, depreciation and amortization, or EBITDA, for fiscal years 2005 and 2006, which are referred to below as "NTL EV/2005E EBITDA" and "NTL EV/2006E EBITDA," respectively; and

    NTL's enterprise value as a multiple of estimated EBITDA less capital expenditures, or EBITDA less CapEx, for fiscal years 2005 and 2006, which are referred to below as NTL EV/2005E EBITDA less CapEx and NTL EV/2006E EBITDA less CapEx, respectively.

        This analysis indicated the following implied multiples:

Benchmark

  Implied Multiple
NTL EV/2005E EBITDA   6.9x
NTL EV/2006E EBITDA   6.6x
NTL EV/2005E EBITDA less CapEx   12.5x
NTL EV/2006E EBITDA less CapEx   11.9x

        Applying a reference range based on implied enterprise multiples for NTL of 6.9x EBITDA to 12.5x EBITDA less CapEx to Telewest's cable business' estimated 2005 and 2006 EBITDA (each as adjusted by Telewest management to conform Telewest's capitalization policies to that of NTL for comparative purposes) and estimated 2005 EBITDA less CapEx, respectively, based on financial forecasts provided to Rothschild by Telewest management, this analysis indicated a range of implied values per share of Telewest common stock for Telewest's core cable business of approximately $13.00 to $14.00. Rothschild then adjusted this range of implied values for Telewest's core cable business as follows:

    Rothschild considered that Telewest's cable business has historically outperformed NTL in certain operating metrics, including higher average revenue per unit, or ARPU, higher EBITDA margins, lower churn and faster EBITDA growth. Accordingly, Rothschild added an operational premium for Telewest's superior operating performance compared to NTL. Rothschild estimated this premium to be approximately 0.13x to 0.25x 2005 EBITDA, or $0.50 to $1.00 per share of Telewest common stock.

    Rothschild also compared the historical operating performance of Telewest's cable business and NTL, as well as their respective implied enterprise valuations, as a multiple of EBITDA relative to the following five publicly traded companies in the North American cable market:

    Comcast Corporation,
    Charter Communications, Inc.,
    Mediacom Communications Corporation,
    Shaw Communications Inc., and
    Cogeco Cable Inc.

      Rothschild observed that NTL and Telewest have historically traded at a discount compared to these five companies. In particular, Rothschild noted that the average trading multiple of these North American cable companies based on estimated 2005 EBITDA was 8.6x, compared to 7.7x for Telewest's cable business and 6.9x for NTL. Based upon Telewest's recent improvements in

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      operating performance and results compared to its peer group in the North American cable market, Rothschild added a "re-rating" premium estimated to be $1.00 per share of Telewest common stock to reflect a potentially higher potential trading multiple for Telewest's cable business over time.

    Rothschild also noted the potential U.K. tax benefit of Telewest's estimated net operating loss carry-forwards attributable to Telewest's cable business and the potential U.S. tax impact on cable business earnings distributed to Telewest. Based on the cash flows expected to be generated by Telewest's cable business and taking into account U.K. taxes on the cable business, U.S. taxes on dividends received by Telewest and a range of potential dividend policies, Rothschild estimated the net negative valuation impact of these tax-related adjustments to be up to ($1.90) per share of Telewest common stock.

        Applying these adjustments, this analysis indicated a range of adjusted implied values per share of Telewest common stock for Telewest's cable business of approximately $12.60 to $14.10. Rothschild also considered the valuation of Telewest's cable business with the addition of an assumed 25%-35% premium to the standalone cable business valuation, which resulted in a range of implied values per share of Telewest common stock for Telewest's cable business of approximately $16.20 to $18.60.

        Content Business.    Rothschild reviewed publicly available research analyst estimated enterprise values for Telewest's content business, which ranged from $1.384 billion to $1.841 billion, or approximately $5.50 to $7.40 per share of Telewest common stock. Using this range of implied values as a base enterprise value for the content business, Rothschild made the following adjustments:

    Rothschild subtracted the estimated value impact of an adjustment for costs associated with transponder leases related to Telewest's content business to reflect an accounting treatment for these leases consistent with comparable companies. Considering the range of base enterprise values, Rothschild estimated the value impact of this adjustment to range from approximately $136 million to $156 million.

    Rothschild subtracted net debt attributable to Telewest's content business of $113 million.

    Rothschild also noted the potential U.S. tax impact on content business U.K. earnings distributed to Telewest. Based on the cash flows expected to be generated by Telewest's content business and taking into account U.S. taxes on dividends received by Telewest and a range of potential dividend policies, Rothschild estimated the negative valuation impact of this tax-related adjustment to be up to ($200 million).

        Applying these adjustments, this analysis indicated a range of adjusted implied values per share of Telewest common stock for Telewest's content business of approximately $3.70 to $5.50. Rothschild also considered the valuation of Telewest's content business with the addition of an assumed 25%-35% premium to the standalone content business valuation, which resulted in a range of implied values per share of Telewest common stock for Telewest's content business of approximately $5.10 to $6.90.

    Discounted Cash Flow Analysis

        Rothschild performed a discounted cash flow analysis which indicated a range of implied values per share of Telewest common stock of approximately $18.10 to $24.60 based on financial forecasts provided to Rothschild by Telewest management for each of the cable and content businesses, which is referred to in this "Opinion of Rothschild Inc." section with respect to each business as the Management Case, and approximately $15.30 to $21.40 using consensus equity research analyst free cash flow estimates for the cable business, which is referred to in this "Opinion of Rothschild Inc."

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section as the Broker Consensus Case, as summarized below and in each case as compared to the Implied Consideration Value of $23.76:

 
  DCF Analysis Per Share Valuation
 
  Management Case
  Broker Consensus Case
(Cable Business Only)

Cable Business   $ 12.00 - $17.30   $   9.20 - $14.10
Content Business   $   6.10 - $  7.30   $   6.10 - $  7.30
Telewest Aggregate Value   $ 18.10 - $24.60   $ 15.30 - $21.40

        Cable Business.    Rothschild calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that Telewest's cable business is forecast to generate over fiscal years 2005 through 2009 under each of the Management Case and the Broker Consensus Case. In each case, in calculating the terminal value of the cable business, Rothschild assumed perpetual growth rates of 2.0% to 3.0% for the projected free cash flows for periods subsequent to 2009. The present value of the cash flows and terminal values for the cable business in each case were calculated using discount rates ranging from 9.0% to 10.5%, which were based on the estimated weighted average cost of capital for Telewest's cable business. In addition, in its analysis Rothschild considered the effect of an assumed 35% U.S. tax on U.K. cable business free cash flows distributed to Telewest. This analysis indicated a range of implied values per share of Telewest common stock for Telewest's cable business of approximately $12.00 to $17.30 using the Management Case and $9.20 to $14.10 using the Broker Consensus Case.

        Content Business.    Rothschild calculated the estimated present value of the stand-alone, unlevered, after-tax free cash flows that Telewest's content business is forecast to generate over fiscal years 2005 through 2009 under the Management Case. In calculating the terminal value of the content business, Rothschild assumed perpetual growth rates of 2.0% to 3.0% for the projected free cash flows for periods subsequent to 2009. The present value of the cash flows and terminal values for the content business were calculated using discount rates ranging from 10.0% to 10.5%, which were based on the estimated weighted average cost of capital for Telewest's content business. In addition, in its analysis Rothschild considered the effect of an assumed 35% U.S. tax on U.K. content business free cash flows distributed to Telewest. This analysis indicated a range of implied values per share of Telewest common stock for Telewest's content business of approximately $6.10 to $7.30.

    Selected Public Companies Analysis

        Rothschild analyzed the market values and trading multiples of Telewest and selected publicly traded companies with lines of business or operating and financial characteristics deemed generally similar to those of Telewest's cable and content businesses. This analysis indicated a range of implied values per share of Telewest common stock of approximately $12.20 to $14.20, as summarized below and as compared to the Implied Consideration Value of $23.76:

 
  Public Companies Analysis
Per Share Valuation

Cable Business   $   8.30 - $  9.30
Content Business   $   3.90 - $  4.90
Telewest Aggregate Value   $ 12.20 - $14.20

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        Cable Business.    Rothschild analyzed the market values and trading multiples of the following publicly traded North American and U.K. cable companies:

North American Cable Companies

  U.K. Cable Companies
Comcast Corporation
Charter Communications, Inc.
Mediacom Communications Corporation
Shaw Communications Inc.
Cogeco Cable Inc.
  NTL
Telewest

        For purposes of this analysis, Rothschild used publicly available research analyst estimates for each of these companies (and in the case of Telewest, financial forecasts provided to Rothschild by Telewest management) and reviewed:

    enterprise value as a multiple of estimated EBITDA for fiscal years 2005 and 2006, which are referred to below as "Cable EV/2005E EBITDA" and "Cable EV/2006E EBITDA," respectively; and

    enterprise value as a multiple of estimated EBITDA less CapEx for fiscal years 2005 and 2006, which are referred to below as "Cable EV/2005E EBITDA less CapEx" and "Cable EV/2006E EBITDA less CapEx," respectively.

        This analysis indicated the following:

 
  North American Cable Companies
   
   
   
 
  U.K. Cable Companies
Benchmark

  High
  Low
  Mean
  High
  Low
  Mean
Cable EV/2005E EBITDA   9.2x   8.5x   8.8x   7.7x   6.9x   7.3x
Cable EV/2006E EBITDA   8.6x   7.6x   8.2x   7.2x   6.6x   6.9x
Cable EV/2005E EBITDA less CapEx   19.8x   13.8x   17.2x   12.6x   12.5x   12.5x
Cable EV/2006E EBITDA less CapEx   16.5x   11.2x   14.8x   11.9x   11.3x   11.6x

        All multiples were based on closing stock prices on September 29, 2005. Estimated financial data for the selected companies were based on publicly available research analyst estimates and estimated financial data for Telewest were based on financial forecasts provided to Rothschild by Telewest management. For purposes of this analysis, Rothschild calculated enterprise values as equity value, plus total debt (including pension deficit), less cash and cash equivalents, less the estimated enterprise value of certain non-core assets.

        Rothschild selected NTL as the most relevant comparable public company because it operates in the same markets as Telewest (without competing directly). Rothschild used multiples of NTL's enterprise value/EBITDA and enterprise value/EBITDA less capex for the years 2005 and 2006. Applying these multiples to Telewest's cable business' estimated 2005 and 2006 EBITDA (each as adjusted by Telewest management to conform Telewest's capitalization policies to that of NTL for comparative purposes) and estimated 2005 EBITDA less CapEx, and giving effect to the potential U.S. tax impact on cable business earnings distributed to Telewest stockholders, this analysis indicated a range of implied values per share of Telewest common stock for Telewest's cable business of approximately $8.30 to $9.30.

        Content Business.    Rothschild analyzed the market values and trading multiples of a number of companies that operate businesses generally comparable to Telewest's content business, including ITV plc, or ITV, and BSkyB.

        For purposes of this analysis, Rothschild reviewed for each of ITV and BSkyB:

    enterprise value as a multiple of estimated EBITDA for fiscal year 2006, which is referred to below as Content EV/2006E EBITDA;

    enterprise value as a multiple of estimated earnings before interest, taxes and amortization, or EBITA, for fiscal year 2006, which is referred to below as Content EV/2006E EBITA; and

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    stock price as a multiple of estimated earnings for fiscal year 2006, which is referred to below as Content Price/2006E Earnings.

        This analysis indicated the following:

Benchmark

  ITV
  BSkyB
Content EV/2006E EBITDA   10.3x   10.1x
Content EV/2006E EBITA   11.2x   11.6x
Content Price/2006E Earnings   15.5x   16.1x

        All multiples were based on closing stock prices on September 29, 2005. Estimated financial data for the selected companies were based on publicly available research analyst estimates, and estimated financial data for Telewest were based on financial forecasts provided to Rothschild by Telewest management. For purposes of this analysis, Rothschild calculated enterprise values as equity value, plus total debt, less cash and cash equivalents, less the estimated enterprise value of certain non-core assets.

        Applying a reference range based on the implied valuation multiples for ITV and BSkyB indicated in the table above and other factors that Rothschild deemed relevant (including higher forecasted growth rates for Telewest's content business as compared to the forecasted growth rate rates for ITV and BSkyB) to Telewest's content business' estimated 2006 EBITDA, estimated 2006 EBITA and estimated 2006 earnings, respectively, based on financial forecasts provided to Rothschild by Telewest management, this analysis indicated a range of enterprise values for Telewest's content business of approximately $1.4 billion to $1.65 billion. Using this range of implied values as a base enterprise value for Telewest's content business, Rothschild made the following valuation adjustments:

    Rothschild subtracted the estimated value impact of an adjustment for costs associated with the transponder lease related to Telewest's content business to reflect an accounting treatment for the lease consistent with comparable companies. Considering the range of base enterprise values, Rothschild estimated the value impact of this adjustment to range from approximately $116 million to $153 million.

    Rothschild subtracted net debt attributable to Telewest's content business of $113 million.

    Rothschild also noted the potential U.S. tax impact on U.K. content business earnings distributed to Telewest. Based on the cash flows expected to be generated by Telewest's content business and taking into account U.S. taxes on dividends received by Telewest and a range of potential dividend policies, Rothschild estimated the negative valuation impact of this tax-related adjustment to be up to ($200 million).

        This analysis indicated a range of implied enterprise values for Telewest's content business of approximately $971 million to $1.221 billion, or approximately $3.90 to $4.90 per share of Telewest common stock.

    Selected Precedent Transactions Analysis

        Using publicly available information and estimates, Rothschild analyzed the transaction value multiples paid or proposed to be paid in selected European transactions involving companies in the cable and content businesses. This analysis indicated a range of implied values per share of Telewest common stock of approximately $20.50 to $28.10, as summarized below and as compared to the Implied Consideration Value of $23.76:

 
  Precedent Transactions Analysis
Per Share Valuation

Cable Business   $ 16.70 - $23.50
Content Business   $   3.80 - $  4.60
Telewest Aggregate Value   $ 20.50 - $28.10

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        Cable Business.    Rothschild analyzed the transaction value multiples paid or proposed to be paid in the following thirteen transactions announced since January 2003 involving European companies in the cable industry:

Target

  Acquiror
  Date
Casema Holding BV   The Carlyle Group
Providence Equity Partners
GMT Communications Partners
  January 2003
Kabel Deutschland GmbH   Apax Partners
Goldman Sachs Capital Partners
Providence Equity Partners
  January 2003
TeleColumbus Group   BC Partners   April 2003
Cablecom Holdings AG   TowerBrook Capital Partners
Apollo Management
Goldman Sachs Capital Partners
  June 2003
Coditel Brabant SA   Altice One   November 2003
Noos SA   UnitedGlobalCom, Inc.   March 2004
FiberNet Kommunikációs Rt.   Warburg Pincus LLC   August 2004
Telemach d.o.o.   UnitedGlobalCom, Inc.   December 2004
France Télécom Câble   Cinven Limited   December 2004
NC Numéricâble   Altice One    
ish-Muttergesellschaft Kabelnetz NRW Ltd.   iesy GmbH & Co. KG   March 2005
MS Irish Cable Holdings B.V. (NTL Ireland)   UnitedGlobalCom, Inc.   May 2005
UnitedGlobalCom, Inc.   Liberty Media International, Inc.   June 2005
Liberty Global, Inc.   Cablecom Holdings AG   September 2005

        For each of these transactions, Rothschild calculated the implied transaction value as a multiple of EBITDA for the most recently reported fiscal year. This analysis indicated the following:

 
  Transaction Value as a
Multiple of EBITDA

 
  Average
  High
  Low
All transactions   7.9x   12.9x   4.4x
  2003 only   6.6x   9.4x   4.4x
  2004 only   7.6x   6.7x   8.5x
  2005 year-to-date   9.8x   12.9x   8.4x

        Based on this analysis, Rothschild selected a reference range of 7.9x to 9.8x EBITDA, which Rothschild then applied to corresponding financial data of Telewest's cable business based on financial forecasts provided to Rothschild by Telewest management in order to derive an implied value per share of Telewest common stock for Telewest's cable business of approximately $16.70-$23.50. For purposes of its analysis, Rothschild assumed a transaction involving Telewest's cable business would be structured as a sale of Telewest and the prior or concurrent disposition of Telewest's content business. Accordingly, Rothschild excluded the U.S. tax impact on a distribution of sales proceeds to Telewest.

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        Content Business.    Rothschild analyzed the transaction value multiples paid or proposed to be paid in the following five selected transactions announced since April 2003 involving European companies in the content business:

Target

  Acquiror
  Date
Groupe AB S.A.   Port Noir Investment S.à.r.l.   April 2003
Zone Vision Networks Ltd.   UnitedGlobalCom, Inc.   January 2005
Crown Media Holdings, Inc. (international business)   Providence Equity Partners
3i
David Elstein
  February 2005
C More Group AB   Kanal 5 Holding AB   December 2004
sit-up   Telewest   March 2005

        For each of these transactions, Rothschild compared the implied transaction value as multiples of EBITDA for the most recently reported fiscal year. This analysis indicated the following:

 
  Transaction Value as a Multiple of EBITDA
 
  Average
  High
  Low
All transactions (excluding Telewest/sit-up)   10.2x   12.6x   9.0x

        Rothschild also observed that the implied transaction value of the acquisition by Telewest of sit-up as a multiple of EBITDA was 15.4x.

        Based on this analysis, Rothschild selected a reference range of 11.0x to 15.0x EBITDA, which Rothschild then applied to corresponding financial data of Telewest's content business based on financial forecasts provided to Rothschild by Telewest management in order to derive an implied base enterprise value for Telewest's content business of approximately $1.599 billion to $1.951 billion. Using this range of implied values as a base enterprise value for Telewest's content business, Rothschild made the following valuation adjustments:

    Rothschild subtracted the estimated value impact of an adjustment for costs associated with the transponder lease related to Telewest's content business to reflect an accounting treatment for the lease consistent with comparable companies. Considering the range of base enterprise values, Rothschild estimated the value impact of this adjustment to range from approximately $133 million to $161 million.

    Rothschild subtracted net debt attributable to Telewest's content business of $113 million.

    For purposes of its analysis, Rothschild assumed a direct sale of Telewest's content business followed by a distribution of the sales proceeds to Telewest. Based on Telewest management forecasts, Rothschild noted the estimated impact of U.K. capital gains taxes on the disposition of UKTV and sit-up under this scenario. Rothschild also noted the potential U.S. tax impact on sales proceeds distributed to Telewest stockholders, giving effect to a U.S. tax credit for U.K. capital gains taxes paid on the disposition. Rothschild estimated the net negative valuation impact of these tax-related adjustment to range from approximately $399 million to $506 million.

        This analysis indicated a range of implied enterprise values for Telewest's content business of approximately $954 million to $1.151 billion, or approximately $3.80 to $4.60 per share of Telewest common stock.

    Leveraged Buyout Analysis

        Using financial forecasts provided to Rothschild by Telewest management, Rothschild performed a leveraged buyout analysis on each of Telewest's cable and content businesses to determine the potential price per share, under current market conditions, that a leveraged buyout purchaser could theoretically pay for these businesses and, in the aggregate, for Telewest. This analysis indicated a range of implied

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values per share of Telewest common stock of approximately $17.90 to $21.20, as summarized below and as compared to the Implied Consideration Value of $23.76:

 
  LBO Analysis
Per Share Valuation

Cable Business   $ 14.00 - $17.00
Content Business   $   3.90 - $  4.20
Telewest Aggregate Value   $ 17.90 - $21.20

        Cable Business.    In performing this analysis for Telewest's cable business, Rothschild assumed that acquisition financing could be obtained in an amount not to exceed 6.0x projected fiscal year 2005 EBITDA (subject to a minimum initial equity investment of 25%), a minimum internal rate of return of 20% on the initial equity investment over a 4 year period would be required, and a leveraged buyout purchaser of the cable business would realize value upon a liquidity event in 2009 based on multiples of EBITDA ranging from 6.25x to 7.25x. In addition, for purposes of its analysis, Rothschild assumed a leveraged buyout of Telewest's cable business would be structured as an acquisition of Telewest and the prior or concurrent disposition of Telewest's content business. Accordingly, Rothschild excluded the U.S. tax impact on a distribution of LBO sales proceeds to Telewest. This analysis indicated a range of implied values per share of Telewest common stock for Telewest's cable business of approximately $14.00 to $17.00.

        Content Business.    In performing this analysis for Telewest's content business, Rothschild assumed that acquisition financing could be obtained in an amount not to exceed 5.0x projected fiscal year 2005 EBITDA (subject to a minimum initial equity investment of 25%), a minimum internal rate of return of 25% on the initial equity investment over a 4 year period would be required, and a leveraged buyout purchaser of the content business would realize value upon a liquidity event in 2009 based on multiples of EBITDA ranging from 11.0x to 13.0x. In addition, for purposes of its analysis, Rothschild assumed a sale of Telewest's content business followed by a distribution of the LBO sales proceeds to Telewest. Based on Telewest management forecasts, Rothschild noted the estimated impact of U.K. capital gains taxes on the disposition of UKTV and sit-up under this scenario. Rothschild also noted the potential U.S. tax impact on sales proceeds distributed to Telewest stockholders, giving effect to a U.S. tax credit for U.K. capital gains taxes paid on the disposition. This analysis indicated a range of implied values per share of Telewest common stock for Telewest's content business of approximately $3.90 to $4.20.

    Selected Premiums Paid Analysis

        Rothschild reviewed the premiums paid in selected public transactions involving only U.S.-based targets and acquirors announced since January 1, 2002 with transaction values between $1 billion and $10 billion. In addition, Rothschild reviewed the premiums paid in selected public transactions involving only U.K.-based targets announced since January 1, 2002 with a transaction value greater than $100 million, excluding transactions involving a negative premium or a premium greater than 100%, which were not deemed to be relevant. Rothschild reviewed the average premium paid in these selected

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transactions relative to the target company's closing stock prices 1 day, 1 week and 1 month prior to the public announcement of the transaction. This analysis indicated the following:

 
  U.S. Market
  U.K. Market
 
 
  2002
  2003
  2004
  2005 YTD
  2002
  2003
  2004
  2005 YTD
 
All-cash transactions                                  
  Number of transactions   14   16   37   21   15   25   26   25  
  Mean 1 day premium   29 % 33 % 31 % 21 % 25 % 24 % 22 % 15 %
  Mean 1 week premium   23 % 36 % 30 % 22 % 29 % 30 % 27 % 21 %
  Mean 1 month premium   35 % 41 % 32 % 30 % 32 % 36 % 31 % 25 %

All-stock transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Number of transactions   6   9   10   7   5   2   2   3  
  Mean 1 day premium   22 % 26 % 40 % 16 % 23 % 22 % 27 % 21 %
  Mean 1 week premium   19 % 33 % 41 % 15 % 28 % 25 % 28 % 29 %
  Mean 1 month premium   32 % 36 % 40 % 16 % 23 % 28 % 28 % 31 %

Cash and stock transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Number of transactions   8   13   16   14   3   2   3   4  
  Mean 1 day premium   10 % 41 % 28 % 22 % 21 % 32 % 32 % 13 %
  Mean 1 week premium   17 % 46 % 33 % 25 % 21 % 34 % 38 % 14 %
  Mean 1 month premium   23 % 56 % 32 % 30 % 26 % 36 % 49 % 20 %

        Rothschild reviewed the historical share price of Telewest common stock from July 12, 2004, the first day of trading in Telewest's common stock, to September 29, 2005. Rothschild noted that, around the time of the initial publication of press reports about Telewest engaging financial advisors and increased rumors of a potential transaction involving Telewest and NTL in early May 2005, shares of Telewest common stock were trading in a range of $18.00-$19.00 per share. Rothschild considered this range to represent a "clean" share price for Telewest common stock, unaffected by more specific public speculation as to the potential for a transaction involving Telewest. Rothschild noted that there had been a general expectation of a transaction involving Telewest and NTL since the first day of trading in Telewest's common stock.

        Based on this analysis, Rothschild selected a premium reference range of 25%-35% and applied that premium range to the range of "clean" share prices for Telewest common stock of $18.00-$19.00 per share to derive a range of implied prices per share of Telewest common stock of approximately $22.50 to $25.70, as compared to the Implied Consideration Value of $23.76.

    Market Price Analysis

        Rothschild reviewed the historical closing prices for Telewest common stock for three month period ended September 29, 2005. This analysis indicated a range of per share closing prices for Telewest common stock of between $21.10 and $22.70, as compared to the Implied Consideration Value of $23.76.

    Equity Research Analyst Price Targets

        Rothschild reviewed and analyzed price targets for Telewest common stock prepared and published by equity research analysts and available at September 29, 2005. These targets reflect each analyst's estimate of the future public market trading price of Telewest common stock. This analysis indicated a range of price targets for Telewest common stock from $22.00 to $25.00 per share, with an average and median price target of $23.50 per share, in each case as compared to the Implied Consideration Value of $23.76.

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    Analysis of NTL

    Discounted Cash Flow Analysis

        Rothschild calculated a valuation range for NTL based on a discounted cash flow analysis with respect to NTL's future cash flows. Based on financial forecasts provided to Rothschild by NTL management, Rothschild calculated the estimated present value of the unlevered, after-tax free cash flows that NTL is forecast to generate over fiscal years 2005 through 2009. In calculating the terminal value of NTL, Rothschild assumed perpetual growth rates of 2.0% to 3.0% for the projected free cash flows for periods subsequent to 2009. The present value of the cash flows and terminal value was calculated using discount rates ranging from 9.0% to 10.5%, which were based on the estimated weighted average cost of capital for NTL. In addition, based on certain U.S. tax basis and U.K. net operating loss carry-forward information provided to Rothschild by NTL management, in its analysis Rothschild assumed that no U.S. tax would be payable on distributions of NTL's free cash flows to stockholders during the forecast period, except that an assumed 35% U.S. tax would be payable on, and would reduce, NTL's terminal value. This analysis indicated a range of implied values per share of NTL common stock of approximately $61.90 to $81.10, compared to the closing price per share of NTL common stock on September 29, 2005 of $65.32.

    Equity Research Analyst Price Targets

        Rothschild reviewed and analyzed price targets for NTL common stock prepared and published by equity research analysts and available at September 29, 2005. These targets reflect each analyst's estimate of the future public market trading price of NTL common stock. This analysis indicated a range of price targets for NTL common stock from $67.00 to $90.00 per share, with average and median per share price targets of $77.60 and $75.00, respectively, compared to the closing price per share of NTL common stock on September 29, 2005 of $65.32.

    Analysis of the Combined Company

    Discounted Cash Flow Analysis

        Rothschild calculated a valuation range for the combined company based on a discounted cash flow analysis with respect to the combined company's future cash flows. Based on financial forecasts provided to Rothschild by Telewest management and NTL management, Rothschild calculated the estimated present value of the unlevered, after-tax free cash flows that the combined company is forecast to generate over fiscal years 2005 through 2009. In calculating the terminal value of the combined company, Rothschild assumed perpetual growth rates of 2.0% to 3.0% for the combined company's projected free cash flows for periods subsequent to 2009. The present value of the cash flows was calculated using discount rates ranging from 9.0% to 10.5%, which were based on the combined company's estimated weighted average cost of capital. In addition, based on certain assumptions with respect to the resulting U.S. tax basis of the combined company, in its analysis Rothschild considered the effect of an assumed 35% U.S. tax on the combined company's free cash flows distributed to stockholders beginning in 2007. This analysis indicated a range of implied values per share of the combined company's common stock of approximately $59.20 to $93.70.

    Miscellaneous

        Under the terms of its engagement, Telewest agreed to pay Rothschild a fee of $4 million in connection with the delivery of its opinion. In addition, Telewest has agreed to pay Rothschild for its financial advisory services a transaction fee of $1 million payable upon the consummation of the merger. Rothschild may also be entitled to additional compensation for its financial advisory services payable by Telewest in its sole and absolute discretion upon the consummation of the merger. Telewest also has agreed to reimburse Rothschild for reasonable expenses incurred by Rothschild in performing its services, including fees and expenses of its legal counsel, and to indemnify Rothschild and related persons against liabilities, including liabilities under the federal securities laws, arising out of its engagement.

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        While neither Rothschild nor any of its affiliates is currently engaged on any advisory assignments with NTL or has served as financial advisor to NTL on any mergers and acquisitions assignments during the two years prior to the date of Rothschild's opinion, certain affiliates of Rothschild served as financial advisor to NTL in connection with its restructuring and received fees for such services. In addition, Rothschild or its affiliates may, in the future, provide financial advisory or other services to NTL and/or its affiliates and may receive fees for such services. In the ordinary course of business, Rothschild and its affiliates may trade the securities of Telewest or NTL for their own accounts or for the accounts of customers and, accordingly, may at any time hold a long or short position in those securities. Rothschild and its affiliates also may maintain relationships with Telewest, NTL and their respective affiliates or related parties.

Explanatory Note Regarding Potential Offer for Virgin Mobile

        NTL notes that its December 5th announcement confirmed a "potential offer" rather than a "firm offer" for Virgin Mobile. Under the terms of the City Code on Takeovers and Mergers, an announcement of a "potential offer" simply indicates that a party is considering an offer and does not give rise to an obligation to proceed with an offer (in contrast to the case where a firm offer announcement has been made). For more information on NTL's potential offer for Virgin Mobile, see "Summary—Recent Developments."


NTL's Recommendation of and Reasons for the Merger

        NTL's board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of NTL and its stockholders (other than any affiliates of Telewest). NTL's board of directors recommends that NTL stockholders vote "FOR" the proposal to adopt the merger agreement at the NTL special meeting.

        In reaching its conclusion to approve the merger agreement and to recommend that NTL stockholders adopt the merger agreement, the NTL board, other than Messrs. Banks, Huff and Elstein who recused themselves, consulted with NTL management, as well as NTL's legal and financial advisors, and considered a number of factors, including the following material factors:

        Strategic Considerations.    NTL's board of directors believes that the merger with Telewest will provide a number of significant strategic opportunities and benefits, including the following, all of which it viewed as generally supporting its decision to approve the transaction with Telewest:

    The merger is expected to create a more efficient, competitive communications company, the second largest in the United Kingdom, with approximately £3.3 billion in annual revenues, approximately £1.2 billion in annual operating income before depreciation, amortization and other charges, and significantly broader geographic coverage with a cable footprint covering more than 50% of U.K. households.

    The combination of NTL's and Telewest's networks will provide a strong platform from which to deliver more effectively than either company could on its own a range of highly competitive offerings, such as VOD, high-definition television, PVRs, ultra high-speed broadband and both traditional and internet-based telephone services, either as stand-alone services or as bundled packages, allowing for product differentiation and innovation and the delivery of unique packages of service offerings such as bundled broadband, telephony and pay television.

    The merger with Telewest will provide the combined company with an opportunity to compete more effectively in the highly competitive communications environment, including with cable, telephony, broadband and content providers such as BSkyB, Freeview, British Telecom and others.

    NTL's board of directors also considered management's view that the combined companies should produce net synergies of approximately £84 million in 2007, approximately £188 million in 2008 and approximately £271 million in 2009 and thereafter, resulting from reductions in sales and marketing costs, rationalization of the companies' respective workforces, reductions in

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      capital expenditures and the adoption of best practices across the combined companies, all of which will increase competition and benefit consumers. These benefits are expected to be fully realized by the beginning of 2009, and the merger is expected to be accretive to the combined company's cashflow in 2006, before restructuring costs, and cashflow accretive after all costs from 2007 onwards. While these synergies reflect management's estimates, the NTL board recognized there could be no assurance that they would be achieved.

    NTL's board considered that Telewest's content businesses are the largest supplier of basic channels to the U.K. pay television market and that ownership of these businesses would reinforce cable's position in the multi-channel TV market and may provide not only superior access to content but also a range of future strategic options.

    NTL's board considered that NTL will be able to augment its talent pool with the most capable managers from Telewest and to adopt best practices and processes of each of the parties.

        Other Factors Considered by the NTL Board.    In addition to considering the strategic factors outlined above, NTL's board of directors considered the following additional factors, all of which it viewed as generally supporting its decision to approve the transaction with Telewest:

    The historical information concerning Telewest's and NTL's respective businesses, financial performance and condition, operations, management, competitive positions and stock performance, including the results of the due diligence review of Telewest's assets, liabilities, financial condition, businesses and operations, which were consistent with the expectations of the board as to potential operating efficiencies and cost savings as well as other strategic and financial benefits anticipated as a result of the merger, and which comparisons and review generally informed the board's determination as to the relative values of NTL, Telewest and the combined company.

    Management's assessment that the proposed merger was likely to meet certain criteria they deemed necessary for a successful merger—strategic fit, acceptable execution risk, and financial benefits to NTL and NTL's stockholders.

    The advice received from NTL's tax advisors that the merger will be tax-free for U.S. federal income tax purposes to NTL's stockholders.

    The financial analyses and presentations of NTL's financial advisors as of December 13, 2005 and their opinions as of December 14, 2005, that, in the case of Goldman Sachs, the conversion of each share of NTL common stock into the right to receive 2.5 shares of Telewest new common stock pursuant to the merger agreement and, in the case of Evercore, the consideration to be paid in the merger to the NTL stockholders was, in each case, fair from a financial point of view to the NTL stockholders (other than affiliates of Telewest, if any). The written opinions of Goldman Sachs and Evercore are attached as Appendix E and Appendix F, respectively, to this joint proxy statement/ prospectus and discussed in detail under "The Merger—Opinions of NTL's Financial Advisors."

    The terms and conditions of the merger agreement, including:

    the limited number and nature of the conditions to Telewest's obligation to consummate the reclassification and the merger and the limited risk of non-satisfaction of such conditions; and

    that NTL may be entitled to receive a $175 million or a $215 million termination fee from Telewest, as applicable, if the reclassification and the merger are not consummated under certain circumstances.

    The fact that the exchange ratios under the charter amendment and the merger agreement would not be adjusted for changes in the market price of NTL common stock or Telewest common stock.

    The likelihood that the merger will be completed on a timely basis, including the likelihood that all necessary antitrust and other regulatory approvals will be received.

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        Potential Risks Considered by the NTL Board.    NTL's board of directors also considered the potential risks of the merger and potential conflicts of interest, including the following:

    The risk factors described under "Risk Factors", including the challenges of combining the operations of two major communications businesses, the risk that anticipated operating profit synergies and cost savings will not be achieved and the one-time costs of the acquisition and integration, which management estimated at approximately £277 million spread over a three-year period.

    The risk that NTL may be required under the merger agreement to commit to dispose of assets of NTL and/or Telewest or commit to other undertakings if required by the OFT, the Competition Commission, the U.K. Secretary of State, the Irish Competition Authority or any other governmental entity in order to obtain antitrust clearance or other consents for the merger as long as such commitments do not result in a Regulatory Material Adverse Effect (as defined in the merger agreement) (See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger").

    The risk that NTL will have to pay Telewest a termination fee of $175 million if the merger agreement is terminated under certain circumstances;

    The fact that a material portion of Telewest's content businesses are held through a 50-50 joint venture with BBC Worldwide Limited and the strategic options of the combined company with respect to such businesses or their operations may be limited by the rights and obligations of the parties under the underlying joint venture agreements or will otherwise require the agreement of the joint venture partner.

    The fact that the transaction results in higher leverage than either NTL or Telewest had on a stand-alone basis, with the combined company having a combined net debt of approximately £5.7 billion and a debt to EBITDA ratio of 4.7:1 on the closing date of the merger, with the expectation that the combined company's free cash flow would provide the flexibility to further reduce debt levels over the medium term.

    The potential dilution to NTL's stockholders in the combined company.

    The risk of diverting management's attention from other strategic priorities to implement merger integration efforts.

    The interests of certain NTL directors and officers described under "The Merger—Interests of Certain Persons in the Merger."

    The fact that Telewest is a U.S. holding company that holds shares of U.K. subsidiaries, and that Telewest does not have substantial U.S. tax basis in its U.K. subsidiaries, which would likely make it more difficult to repatriate cash from Telewest's U.K. subsidiaries without incurring U.S. tax or utilizing any of NTL's tax assets, such as NTL's tax basis in its U.K. subsidiaries.

        The NTL board of directors recognized that there can be no assurance about future results, including results expected or considered in the factors listed above. The NTL board of directors concluded, however, that the potential advantages outweighed the potential risk of completing the transaction.

        The foregoing discussion of the information and factors considered by NTL's board of directors is not meant to be exhaustive but is believed to include all material factors considered by it in connection with its determination that the terms of the merger agreement are fair to and in the best interests of NTL and its stockholders. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the NTL board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the NTL board may have given

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different weight to different factors or assessed such factors differently. The NTL board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, NTL's management and NTL's legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination. The NTL board also considered the experience and expertise of Goldman Sachs and Evercore, its financial advisors, in reviewing quantitative analyses of the financial terms of the merger. See "—Opinion of NTL's Financial Advisors" below.

    Opinions of NTL's Financial Advisors

    Opinion of Goldman Sachs

        Goldman Sachs delivered a written opinion to the NTL board of directors, to the effect that, as of December 14, 2005, and based upon and subject to the factors and assumptions set forth in the opinion, the conversion of each share of NTL common stock into the right to receive 2.5 shares of Telewest new common stock pursuant to the merger agreement was fair from a financial point of view to the holders (other than affiliates of Telewest, if any) of shares of NTL common stock.

        The full text of the written opinion of Goldman Sachs, dated December 14, 2005, which sets forth the assumptions made, procedures followed, matters considered, and limitations on the review undertaken in connection with the opinion, is attached as Appendix E. Goldman Sachs provided its opinion for the information and assistance of the NTL board of directors in connection with its consideration of the merger. Goldman Sachs' opinion is not a recommendation as to how any holder of NTL common stock should vote with respect to the merger agreement and the merger. We encourage you to read the opinion carefully and in its entirety.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

    the merger agreement;

    annual reports to stockholders and Annual Reports on Form 10-K of NTL and its predecessors and Annual Reports on Forms 10-K or 20-F of Telewest and its predecessors for the five fiscal years ended December 31, 2004;

    certain interim reports to stockholders and Quarterly Reports on Form 10-Q of NTL and Telewest;

    certain other communications from NTL and Telewest to their respective stockholders;

    certain internal financial analyses and forecasts for Telewest prepared by its management; and

    certain internal financial analyses and forecasts for NTL and certain financial analyses and forecasts for Telewest prepared by management of NTL, which are referred to in this section as the NTL forecasts, including certain cost savings and operating synergies projected by management of NTL to result from the merger, which are referred to in this section as the synergies.

        Goldman Sachs held discussions with members of the senior managements of NTL and Telewest regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of NTL and Telewest.

        In addition, Goldman Sachs:

    reviewed the reported price and trading activity for the shares of NTL common stock and the shares of Telewest common stock;

    compared certain financial and stock market information for NTL and Telewest with similar information for certain other companies the securities of which are publicly traded;

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    reviewed the financial terms of certain recent business combinations in the cable industry specifically and in other industries generally; and

    performed such other studies and analyses, and considered such other factors, as Goldman Sachs considered appropriate.

        Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering its opinion. In that regard, Goldman Sachs assumed with the consent of NTL that the NTL forecasts, including the synergies, were reasonably prepared on a basis reflecting the best currently available estimates and judgments of NTL. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of NTL or Telewest or any of their respective subsidiaries, and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on NTL or Telewest, or the expected benefits of the merger, in any way meaningful to Goldman Sachs' analyses. NTL directed Goldman Sachs to assume, and Goldman Sachs assumed, that the aggregate borrowings as part of the financing of the redemption consideration for Telewest redeemable common stock (but not the refinancing of existing indebtedness) will be done at the Merger Sub level. The merger consideration was determined through arms'-length negotiations between NTL and Telewest and was approved by the NTL board of directors. Goldman Sachs provided advice to NTL during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to NTL or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the transaction.

        The following is a summary of the material financial analyses performed by Goldman Sachs in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs. Goldman Sachs believes that each of these analyses was relevant to its examination and conclusion as to whether the merger consideration to be received in exchange for each share of NTL common stock pursuant to the merger agreement was fair from a financial point of view to the holders (other than affiliates of Telewest, if any) of shares of NTL common stock. The order of analyses described does not represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 13, 2005, and is not necessarily indicative of current market conditions. Goldman Sachs analyzed the transactions under the merger agreement as a reverse merger.

Transaction Premium and Multiples Analyses

Transaction Premium Analysis

        Goldman Sachs calculated the implied transaction premium to be received by Telewest stockholders over the market price at various points for each share of Telewest common stock. In these calculations, Goldman Sachs utilized an implied transaction consideration per share of $23.89, calculated using a fixed exchange ratio of 0.2875 NTL common shares for each share of Telewest new common stock, adjusted to take account of the effective 2.5 for 1 stock split, fixed cash redemption consideration of $16.25 per share of Telewest redeemable common stock and the NTL share price of $66.47 as of December 13, 2005. Goldman Sachs compared the implied transaction consideration per share of $23.89 with the following trading prices for Telewest common stock:

    the closing price of $23.19 on December 13, 2005;

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    the fifty-two-week high trading price of $23.20;

    the average trading price of $22.53 over the one-month period prior to December 13, 2005;

    the average trading price of $22.51 over the three-month period prior to December 13, 2005; and

    the average trading price of $22.29 over the six-month period prior to December 13, 2005.

        The results of Goldman Sachs' calculations are reflected below:

Stock Price

  Implied Premium Based on
Implied Transaction Price
per Telewest Share of $22.78

 
December 13, 2005   3.0 %
Fifty-two-week High   3.0 %
One-month Average   6.1 %
Three-month Average   6.2 %
Six-month Average   7.2 %

Transaction Multiples Analysis

        Goldman Sachs analyzed implied transaction multiples with respect to Telewest's cable business segment, and compared such multiples with similar multiples calculated for NTL. In performing this analysis, Goldman Sachs first derived the total implied transaction enterprise value of Telewest using the implied transaction consideration per share of $23.89. Goldman Sachs then calculated the implied enterprise value of the Telewest cable business segment by subtracting an illustrative enterprise value of the Telewest content business segment, derived using a discounted cash flow analysis as described below, from the implied total enterprise value. By further subtracting net debt for the cable business segment from the implied cable enterprise value, Goldman Sachs calculated an implied equity value for the Telewest cable business segment and further, a corresponding implied per share cable equity value, assuming fully diluted shares of Telewest common stock.

        Goldman Sachs then calculated ratios of implied cable enterprise value to cable EBITDA as well as to cable EBITDA minus capital expenditures, or capex, each for the last twelve months, or LTM, ending June 30, 2005. In addition, Goldman Sachs calculated ratios of implied cable enterprise value to estimated cable EBITDA as well as to estimated cable EBITDA minus capex, each for 2005, 2006 and 2007, and the ratio of implied cable enterprise value to estimated cable free cash flow, or FCF, for 2006 and 2007. Finally, Goldman Sachs compared these multiples for the Telewest cable business segment

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with similar multiples calculated for NTL. The results of such comparison are reflected in the following table:

 
  NTL
(£ in millions)

  Telewest
(£ in millions)

Cable Enterprise Value   £4,710   £4,161
Cable Equity Value   £3,252   £2,606

Multiples

 

 

 

 
  Cable EBITDA        
      June LTM   7.0x   8.3x
      2005E   7.1x   8.4x
      2006E   6.6x   7.7x
      2007E   5.9x   7.2x
  Cable EBITDA-Capex        
      June LTM   12.2x   14.4x
      2005E   13.2x   14.7x
      2006E   13.0x   12.8x
      2007E   11.1x   11.4x
  Cable FCF        
      2006E   12.9x   11.5x
      2007E   10.4x   9.4x

Valuation of Telewest Content Business Segment

Discounted Cash Flow Analysis

        Goldman Sachs performed a discounted cash flow analysis with respect to the Telewest content business segment of its unlevered free cash flow. This analysis is designed to represent the present value of the content assets of Telewest based on projected future cash flows generated by such assets. Goldman Sachs performed this analysis based on projections prepared by Telewest management and those prepared by NTL management, respectively. For purposes of this analysis, Goldman Sachs included in the total enterprise value of the Telewest content business segment 50% of Telewest's equity in the UKTV Group plus £170 million of loans to the UKTV Group and 100% of Flextech and sit-up. For purposes of its analysis, Flextech, sit-up and Telewest's 50% stake in UKTV are collectively referred to as Telewest's content business segment.

        In performing this discounted cash flow analysis, Goldman Sachs used estimates of Telewest's unlevered free cash flows from the Telewest content business segment for the period from 2005 through 2009 as prepared by Telewest and NTL management, respectively, and applied discount rates ranging from 9.0% to 12.0%, which reflected estimates of the weighted average cost of capital of the Telewest content business segment. Goldman Sachs then calculated for the Telewest content business segment illustrative terminal value indications in the year 2009, using perpetual growth rates ranging from 2.0% to 4.0%. These illustrative terminal value indications were then discounted to calculate illustrative implied enterprise value indications by using discount rates ranging from 9.0% to 12.0%. All cash flows were discounted back to December 31, 2005.

        Based on estimates prepared by Telewest management, Goldman Sachs derived implied enterprise value indications ranging from £891 million to £1,583 million with respect to the Telewest content business segment. Based on estimates prepared by NTL management, Goldman Sachs derived implied enterprise value indications ranging from £706 million to £1,232 million with respect to the Telewest content business segment.

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Multiples Analysis

        Goldman Sachs performed certain multiples analysis with respect to the Telewest content business segment by calculating (1) the enterprise value to EBITDA ratio and (2) the price to earnings ratio, each for the years 2005, 2006 and 2007, using estimates of EBITDA and earnings generated by Telewest's content assets as prepared by Telewest management and NTL management, respectively.

        In performing this analysis, Goldman Sachs calculated illustrative implied equity value indications by subtracting net debt from implied enterprise value indications ranging from £700 million to £1,000 million. Goldman Sachs assumed the Telewest content business segment to be a standalone entity and assumed the net debt to be three times the estimated 2005 EBITDA of the Telewest content business segment. The implied equity value per share for the Telewest content business segment was then derived by dividing the implied equity value by the number of fully diluted shares of Telewest common stock outstanding as of December 13, 2005.

        In addition, Goldman Sachs compared the two sets of multiples, each derived based on Telewest management's and NTL management's estimates, respectively, with similar multiples estimated for the same years for ITV and BSkyB.

        The following table shows multiple ranges based on Telewest management estimates and NTL management estimates, respectively, as compared with similar multiples for the same years for ITV and BSkyB.

 
  Multiple Range Based
on Telewest
Management Estimates

  Multiple Range Based
on NTL
Management Estimates

  ITV
  BSkyB
Enterprise                
Value/EBITDA                
  2005E   9.9x - 14.3x   10.2x - 14.8x   9.6x   9.9x
  2006E   8.6x - 12.5x   10.0x - 14.4x   9.8x   8.8x
  2007E   7.0x - 10.1x   8.6x - 12.5x   9.0x   8.0x

Price/Earnings

 

 

 

 

 

 

 

 
  2005E   16.6x - 27.2x   17.3x - 28.4x   15.0x   16.2x
  2006E   13.5x - 22.1x   16.6x - 27.2x   15.2x   14.1x
  2007E   9.5x - 15.6x   12.7x - 20.8x   13.4x   12.5x

Selected Company Analysis

        Goldman Sachs reviewed selected publicly available financial information, ratios and multiples for BSkyB, ITV and a group of European free-to-air companies, including ITV, Mediaset S.p.A., Metropole Television S.A., ProsiebenSat.1 Media AG, Television Francaise 1 S.A., TV4 AB, Antena 3 Televisión, S.A., Telecinco, S.A., TVN S.A., Central European Media Enterprises, Ltd. and Modern Times Group MTG AB, in the content programming industry. Although none of the selected companies are directly comparable to the Telewest content business segment, the companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to the content business segment of Telewest.

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        The following table compares certain multiples and percentages calculated for the selected companies and all market data were as of December 13, 2005:

Company

  Market
Cap

  Enterprise
Value

  2005
EBITDAx

  2006
EBITDAx

  2005-2007
EBITDA Growth

 
BSkyB   $ 16.2bn   $ 17.2bn   9.9x   8.8x   11.6 %
ITV   $ 8.3bn   $ 8.5bn   9.6x   9.8x   3.5 %
Free To Air*               10.4x   10.0x   12.9 %
Median                          

*
Selected Free to Air companies include ITV, Mediaset S.p.A., Metropole Television S.A., ProsiebenSat.1 Media AG, Television Francaise 1 S.A., TV4 AB, Antena 3 Televisión, S.A., Telecinco, S.A., TVN S.A., Central European Media Enterprises, Ltd. and Modern Times Group MTG AB.

Selected Transactions Analysis

        Goldman Sachs analyzed certain publicly available information relating to selected business combination transactions involving companies in the content programming industry announced between January 2003 and September 2005. These transactions (listed by acquiror and month and year of announcement) were as follows:

    Apax Partners Inc. (March 2005)

    Saban Capital Group, Inc. (August 2003)

    Telefónica S.A. (January 2003)

    Flextech (May 2005)

    Liberty Media Corporation (September 2003)

        For each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the target company as a multiple of the target company's publicly reported LTM EBITDA for the period ending immediately prior to the announcement of the transaction (to the extent that information was publicly available). The following table presents the results of this analysis:

Acquiror

  Target
  Date
  Enterprise Value
  xEBITDA
Apax Partners Inc.   Hit Entertainment plc   March 2005   $ 0.9bn   12.7x
Saban Capital Group, Inc.   ProsiebenSat.1 Media AG   August 2003     €0.8bn   15.6x
Telefónica S.A.   Antena3 Televisión, S.A.   January 2003     €0.1bn   11.5x
Flextech   sit-up   May 2005     £0.2bn   9.5x
Liberty Media Corporation   QVC, Inc.   September 2003   $ 7.9bn   14.2x

        In summary, based on illustrative Telewest content business segment equity valuations between $4.00 and $6.50 per share (implying an enterprise value between £677 million and £1,031 million),

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Goldman Sachs calculated enterprise value to EBITDA multiples based on estimates by Telewest management and NTL management. The following table reflects the results of such computations:

 
   
  Telewest Management Estimates
  NTL Management Estimates
Illustrative Value
of Content per
Telewest Share

  Value of Content(1)
  2005E
  2006E
  2005E
  2006E
$ 6.50   £ 1,031   14.1x   12.3x   14.1x   13.3x
$ 6.00   £ 960   13.0x   11.3x   13.0x   12.3x
$ 5.50   £ 889   12.0x   10.4x   12.0x   11.3x
$ 5.00   £ 818   10.9x   9.5x   10.9x   10.3x
$ 4.40   £ 748   9.8x   8.6x   9.8x   9.3x
$ 4.00   £ 677   8.8x   7.7x   8.8x   8.3x

(1)
Includes half of the value of intercompany loan of £85 million.


Valuation of Telewest Cable Business Segment

Comparison of Key Performance Indicators

        Goldman Sachs compared key performance indicators for the quarter ended September 30, 2005 of the cable business segments of NTL and Telewest as reported by the companies. The following table reflects the results of such comparison:

Key Performance Indicator

  Telewest
  NTL (On-net)
Homes Marketed   4,698,067   7,935,800
Customers   1,848,096   3,097,300
Average Revenue per User (ARPU)   £45.17 per month   £39.08 per month
% of Triple Play Customers(1)   35.0%   27.2%
% of Double Play and Triple Play Customers(1)   79.0%   69.2%
Net Churn per Month   1.4%   1.5%
Customer Penetration   39.3%   39.0%
Digital TV Penetration   91.1%   72.6%
Bad Debt Expense   1.2%   2.0% - 2.5%

(1)
"Double play" and "triple play" customers are customers that subscribe to two (in the case of double play) and three (in the case of triple play) of the following services offered by NTL and Telewest: cable television, telephony and internet access.

Selected Wall Street Estimates Analysis

        Goldman Sachs compared estimates prepared by NTL management of cable revenue, cable EBITDA and cable EBITDA minus cable capex, with respect to Telewest's cable business segment, with medians of selected Wall Street estimates of the same indicators, and in each case, for both prior to and post the announcement of Telewest's third quarter results for 2005. Similarly, Goldman Sachs also compared estimates prepared by NTL management of revenue, EBITDA and EBITDA minus capex with respect to NTL, with medians of selected Wall Street estimates of the same indicators, and in each case, for both prior to and post the announcement of NTL's third quarter results for 2005.

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Comparisons were performed for the years from 2005 through 2010. The following table reflects the results of such comparisons:

 
  2005E
  2006E
  2007E
  2008E
  2009E
  2010E
 
Telewest Cable Business                          
  % Over (Under) Median                          
  Wall Street                          
  Cable Revenue Pre Q3 Results   (0.7 )% (0.9 )% (1.2 )% (2.7 )% (2.7 )% (6.6 )%
  Cable Revenue Post Q3 Results   (0.0 )% 2.7 % 4.6 % 7.9 % NA   NA  
  Cable EBITDA Pre Q3 Results   1.5 % (1.5 )% (1.6 )% (1.2 )% (2.2 )% (2.1 )%
  Cable EBITDA Post Q3 Results   (1.0 )% 1.9 % 4.4 % 9.4 % NA   NA  
  Cable EBITDA- Cable Capex Pre Q3 Results   2.9 % 2.2 % 2.3 % 0.7 % (1.9 )% (2.2 )%
  Cable EBITDA- Cable Capex Pre Q3 Results   (3.5 )% (2.9 )% (0.5 )% 5.2 % NA   NA  
 
  2005E
  2006E
  2007E
  2008E
  2009E
  2010E
 
NTL                          
  % Over (Under) Median                          
  Wall Street                          
  Revenue Pre Q3 Results   (1.0 )% (2.3 )% (0.4 )% 0.1 % 1.1 % 0.9 %
  Revenue Post Q3 Results   (0.2 )% 4.0 % 8.3 % 15.7 % NA   NA  
  EBITDA Pre Q3 Results   (0.9 )% (4.0 )% (3.9 )% (5.3 )% (5.5 )% 3.2 %
  EBITDA Post Q3 Results   (0.7 )% 4.4 % 11.1 % 19.9 % NA   NA  
  EBITDA- Cable Capex Pre Q3 Results   (2.3 )% (4.5 )% (5.3 )% (9.9 )% (9.2 )% 0.7 %
  EBITDA- Cable Capex Pre Q3 Results   (5.3 )% (5.2 )% 2.5 % 25.6 % NA   NA  

Discounted Cash Flow Analysis

        Goldman Sachs performed a discounted cash flow analysis with respect to the Telewest cable business segment of its unlevered free cash flow. This analysis is designed to represent the present value of the cable business segment of Telewest based on projected future cash flows generated by this business segment. Goldman Sachs performed this analysis based on projections prepared by NTL management.

        In performing this discounted cash flow analysis, Goldman Sachs used estimates of Telewest's unlevered free cash flows from the Telewest cable business segment for the period from 2005 through 2009 as prepared by NTL management, and applied discount rates ranging from 8.5% to 11.0%, which reflected estimates of the weighted average cost of capital of the Telewest cable business segment. Goldman Sachs then calculated illustrative terminal value indications in the year 2009 based on perpetuity growth rates ranging from 2.0% to 3.0%. These illustrative terminal value indications were then discounted to calculate illustrative implied enterprise value indications by using discount rates ranging from 8.5% to 11.0%. All cash flows were discounted back to December 31, 2005. Assuming fully diluted shares, Goldman Sachs then derived implied price per share indications ranging from $11.53 to $23.73 with respect to the Telewest cable business segment.

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Precedent Cable Transactions Analysis

        Goldman Sachs analyzed certain publicly available information relating to selected business combination transactions involving companies in the cable industry announced between November 2003 and December 2005. These transactions (listed by acquiror and month and year of announcement) included:

    Providence Equity Partners Inc. ("Providence") (December 2005)

    Liberty Global, Inc. (September 2005)

    Grupo Corporativo Ono SA ("ONO") (July 2005)

    Liberty Media Corporation (January 2005)

    iesy Hessen GmbH & Co. KG ("Kabel") (March 2005)

    Kabel Deutschland (November 2004)

    Apollo Management, L.P. ("Apollo"), Providence, The Goldman Sachs Group, Inc. ("GS") (November 2003)

        For each of the selected transactions, Goldman Sachs calculated the implied enterprise value of the target company as a multiple of the target company's publicly reported LTM EBITDA for the period ending immediately prior to the announcement of the transaction (to the extent that information was publicly available). This analysis shows that the high multiple of these transactions is 15.0x and the low multiple is 8.1x. The following table presents the results of this analysis:

Acquiror

  Target
  Date
  LTM
EV/EBITDA

Providence   Kabel Deutschland   December 2005   7.9x
Liberty Global, Inc.   Cablecom   September 2005   13.2x
ONO   Auna TLC   July 2005   15.0x
Liberty Media Corporation   UGC   January 2005   10.5x
Iesy   Ish   March 2005   8.1x
Kabel Deutschland   Ish, Iesy and Kabel Baden-Württenberg   November 2004 (Blocked)   8.1x
Apollo, Providence, GS   Cablecom   November 2003   13.8x

    Deal Valuation Analysis

        Goldman Sachs calculated a set of implied Telewest per share cable equity values based on cable enterprise values derived by multiplying estimated 2005 and 2006 Telewest cable EBITDA and cable EBITDA minus capex by corresponding multiples estimated for NTL. Subsequently, Goldman Sachs derived implied Telewest per share cable equity values ranging from $13.92 to $18.91.

        Goldman Sachs compared the $18.39 per share cable equity value for Telewest implied in the transaction consideration per share of $23.89 with the range of implied per share cable equity values described above.

Valuation of Potential Deal Benefits

Discounted Cash Flow Analysis

        Goldman Sachs noted that the merger was expected to result in potential future benefits to the combined company. Goldman Sachs performed discounted cash flow analyses to derive the present value of potential gross deal benefits and potential transaction costs and then calculated corresponding net deal benefits. With respect to the present value of potential gross deal benefits, Goldman Sachs added up estimates of pro forma EBITDA deal benefits and pro forma capex deal benefits prepared by

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NTL management to derive net operating free cash flow deal benefits from year 2005 through year 2009, and then applied discount rates ranging from 8.5% to 11.0%, which reflected estimates of the weighted average cost of capital of the combined company. Goldman Sachs calculated illustrative gross deal benefit indications by using illustrative terminal value indications in the year 2009 based on perpetuity growth rates ranging from 0.0% to 2.5%. These illustrative terminal value indications were then discounted to calculate illustrative gross deal benefit indications using discount rates ranging from 8.5% to 11.0%. As a result, Goldman Sachs derived gross deal benefit indications ranging from £1,337 million to £2,476 million.

        Goldman Sachs then used NTL management's estimates of potential costs to deliver deal benefits for years 2005 to 2009 and calculated present value indications of costs to deliver deal benefits ranging from £65 million to £68 million, based on discount rates ranging from 8.5% to 11.0%. In addition, Goldman Sachs noted that the merger would incur potential transaction costs and expenses ranging from £83 million to £98 million and potential liabilities up to a £100 million range. Furthermore, Goldman Sachs analyzed the present value of financing costs attributable to the financing structure that requires financing to be incurred at the Merger Sub level and calculated the present value of financing costs of £113 million in a low-cost case, £189 million in a mid-cost case and £470 million in a high-cost case. The low-cost case assumed an incremental 100 basis points paid on the anticipated Merger Sub financing of £1.8 billion for 10 years, after which the incremental 100 basis points cost is eliminated upon refinancing. The mid-cost case assumed payment of an incremental 100 basis points in perpetuity. The high-cost case assumed payment of an incremental 100 basis points for 10 years, at which time the full tax charge on money dividended to Merger Sub is incurred.

        Finally, Goldman Sachs subtracted per share gross costs from per share gross deal benefits to derive a range of per share net deal benefits. Specifically, assuming a 9.5% discount rate, in the low-cost case, the merger would result in total net deal benefits of £1,882 million and per share net deal benefits of $13.30. In the mid-cost case, the merger would result in total net deal benefits of £1,350 million and per share net deal benefits of $9.54. In the high-cost case, the merger would result in total net deal benefits of £592 million and per share net deal benefits of $4.18.

Precedent Transactions Analysis

        Goldman Sachs analyzed deal benefits relating to selected business combination transactions involving companies in the general telecommunications industry announced between April 1996 and September 2005. These transactions included, among others, C&W's acquisition of Energis PLC, Verizon Communications Inc.'s acquisition of MCI Inc., Qwest Communications International Inc.'s acquisition of MCI Inc. and SBC Communications Inc.'s acquisition of AT&T Corp.

        For each of the selected transactions, Goldman Sachs calculated the ratios of revenue synergies to pro forma revenue, cost synergies to pro forma cash costs and capex synergies to pro forma capex. The following table shows the highs and lows of these ratios compared with corresponding ratios in the proposed merger.

 
  Revenue Synergies/
Pro Forma Revenue

  Cost Synergies/
Pro Forma Cash Costs

  Capex Synergies/
Pro Forma Capex

 
High   12.0 % 14.2 % 25.0 %
Low   0.0 % 0.7 % 0.0 %
NTL/Telewest   0.0 % 8.4 % 10.1 %

Combination Analysis

Sharing of Deal Benefits (Includes Synergies) Analysis

        Goldman Sachs analyzed the percentage of net deal benefits that would accrue to NTL following the proposed merger, assuming that NTL paid $18.39 per share for the Telewest cable business

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segment. The $18.39 per share cable price was derived by subtracting an illustrative per share content equity value of $5.50 from the $23.89 implied per share transaction consideration for Telewest common stock. Goldman Sachs performed this analysis at illustrative net deal benefits per share levels of $4.00, $8.00 and $12.00, respectively, assuming various implied per share cable equity values ranging from $13.00 to $18.50 with respect to Telewest common stock. The following table presents the percentage of net deal benefits that would accrue to NTL at different levels of net deal benefits per share and of implied cable equity value per share:

 
  Net Deal Benefits per Share
 
Implied Cable Equity
Value per Share

 
  $4.00
  $8.00
  $12.00
 
$ 13.00   (26.1 )% 24.4 % 41.3 %
$ 13.50   (16.8 )% 29.1 % 44.4 %
$ 14.00   (7.4 )% 33.8 % 47.5 %
$ 14.50   2.0 % 38.5 % 50.6 %
$ 15.00   11.4 % 43.2 % 53.8 %
$ 15.50   20.7 % 47.8 % 56.9 %
$ 15.75   25.4 % 50.2 % 58.4 %
$ 16.00   30.1 % 52.5 % 60.0 %
$ 16.50   39.5 % 57.2 % 63.1 %
$ 17.00   48.8 % 61.9 % 66.2 %
$ 17.49   58.0 % 66.5 % 69.3 %
$ 17.50   58.2 % 66.6 % 69.4 %
$ 18.00   67.6 % 71.3 % 72.5 %
$ 18.50   76.9 % 75.9 % 75.6 %

Value Creation Analysis

        Goldman Sachs also analyzed potential value creation with respect to NTL common stock at net deal benefits per share levels of $4.00, $8.00 and $12.00, respectively. Specifically, Goldman Sachs analyzed the premia of pro forma per share price of the combined company common stock over $66.47, which was the per share price of NTL common stock on December 13, 2005. In performing this analysis, Goldman Sachs first calculated the pro forma cable enterprise value by multiplying the estimated 2005 pro forma cable EBITDA by a hypothetical estimated pro forma 2005 EBITDA multiple. Goldman Sachs then subtracted pro forma cable net debt from this pro forma cable enterprise value and added an illustrative content equity value of £779 million to get the pro forma total equity value, which was subsequently divided by the pro forma number of shares of common stock of the combined company to derive the pro forma per share price of the combined company common stock. For purposes of this analysis, Goldman Sachs utilized three hypothetical estimated pro forma 2005 EBITDA multiples of 7.1x, 7.6x and 8.4x. 7.1x was NTL's 2005 EBITDA multiple using NTL management estimates, 8.4x was Telewest's 2005 EBITDA multiple using NTL management estimates and 7.6x was an enterprise-value weighted blended multiple of the 7.1x NTL 2005 EBITDA multiple and the 8.4x Telewest 2005 EBITDA multiple. The following table shows premia at the three hypothetical multiples and the three illustrative net deal benefit levels:

 
  Hypothetical PF 2005E EBITDA Multiple
 
Potential Net Deal
Benefits Per Share

 
  7.1x
  7.6x
  8.4x
 
$ 4.00   (0.6 )% 14.0 % 33.5 %
$ 8.00   12.4 % 27.0 % 46.5 %
$ 12.00   25.5 % 40.1 % 59.6 %

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Accretion/Dilution Analysis

        Goldman Sachs performed an illustrative pro forma free cash flow per share, or FCFPS, analysis of the potential financial impact of the proposed merger. Goldman Sachs assumed cash consideration to be financed with debt incurred at the Merger Sub level and performed its analysis in two scenarios: one without synergies and one with gross synergies. Goldman Sachs compared, for each of the years 2006, 2007 and 2008, the estimated FCFPS of NTL, on a standalone basis without synergies, in relation to the estimated FCFPS of the combined company without synergies and that of the combined company with gross synergies, using FCFPS estimates and synergy estimates prepared by NTL management. Based on such analysis, without synergies, the proposed transaction would be dilutive to NTL on an FCFPS basis in 2006 and accretive to NTL in 2007 and 2008. However, with gross synergies, the proposed cash transaction would be accretive to NTL on an FCFPS basis in 2006, 2007 and 2008.

        Goldman Sachs also performed an illustrative pro forma FCFPS analysis of the potential financial impact of an alternative all-stock consideration transaction. Goldman Sachs performed its analysis in two scenarios: one without synergies and one with gross synergies. Goldman Sachs compared, for each of the years 2006, 2007 and 2008, the estimated FCFPS of NTL, on a standalone basis without synergies, in relation to the estimated FCFPS of the combined company without synergies and that of the combined company with gross synergies, using FCFPS estimates and synergy estimates prepared by NTL management. Based on such analysis, without synergies, the alternative all-stock transaction would be accretive to NTL on an FCFPS basis in 2006 and 2007 and dilutive to NTL in 2008. However, with gross synergies, the alternative all-stock transaction would be accretive to NTL on an FCFPS basis in 2006, 2007 and 2008.

        The following table presents the results of such analyses:

 
  Accretion/Dilution
 
 
  2006
  2007
  2008
 
NTL & Telewest (Assuming Cash Consideration Financed with HoldCo Debt)              
  Without Synergies   (4.1 )% 2.7 % 5.7 %
  With Gross Synergies*   18.5 % 45.4 % 49.4 %

NTL & Telewest (Assuming 100% Stock Transaction)

 

 

 

 

 

 

 
  Without Synergies   4.6 % 3.3 % (3.4 )%
  With Gross Synergies*   19.6 % 31.5 % 25.4 %

*
Includes gross synergies of £78 million, £179 million and £249 million in 2006, 2007 and 2008, respectively.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. No company or transaction used in the above analyses as a comparison is directly comparable to NTL or Telewest or the proposed merger.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the NTL board of directors as to the fairness from a financial point of view of the merger consideration to be received in exchange for each share of NTL common stock pursuant to the merger agreement to the holders (other than affiliates of Telewest, if any) of shares of NTL common stock.

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These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of NTL, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast. As described above, Goldman Sachs' opinion to the NTL board of directors was one of many factors taken into consideration by the NTL board of directors in making its determination to approve the merger agreement.

        Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs has acted as financial advisor to NTL in connection with, and has participated in certain of the negotiations leading to, the merger contemplated by the merger agreement. In addition, Goldman Sachs is currently providing and has provided certain investment banking and other financial services to NTL, including having acted as a lead manager with respect to a rights offering of 35,750,000 shares of NTL common stock in November 2003 and a public offering of senior notes due 2014 for NTL's wholly owned subsidiary NTL Cable PLC (aggregate principal amount equivalent to £811 million) in March 2004; having acted a mandated lead arranger of a senior secured credit facility for NTL's wholly owned subsidiary NTLIH, due 2014 (aggregate principal amount £2.425 million) in March 2004; having acted as NTL's financial advisor in connection with the sale of its broadcast business in December 2004 and the sale of its telecommunications operations in the Republic of Ireland in May 2005; having acted as NTL's financial advisor in connection with the transactions contemplated by the original merger agreement; acting as a mandated lead arranger of the senior facilities and bridge facility contemplated by the commitment letter in connection with the merger for which Goldman Sachs will receive approximately $16 million; and acting as a counterparty in certain currency hedging transactions with respect to the senior facilities. Goldman Sachs has not, in the past two years, provided any services to Telewest. Goldman Sachs also may provide investment banking services to NTL, Telewest and their respective affiliates in the future. In connection with the above-described services Goldman Sachs has received, and may receive, compensation.

        In addition, Goldman Sachs is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals, including NTL. In the ordinary course of these activities, Goldman Sachs and its affiliates may provide such services to NTL, Telewest and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of NTL and Telewest for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

        NTL selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated May 15, 2005, NTL engaged Goldman Sachs to act as its financial advisor in connection with a possible acquisition of Telewest. Pursuant to the terms of this letter agreement, NTL agreed to pay Goldman Sachs a transaction fee of $25 million, payable on consummation of the merger. In the event the merger is not consummated and a termination fee is paid to NTL, NTL is obligated instead to pay Goldman Sachs a fee of $12.5 million, payable if and when such termination fees is paid to NTL. NTL has also agreed to reimburse Goldman Sachs for its reasonable expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including various liabilities under the federal securities laws.

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    Fairness Opinion of Evercore

        To assist the NTL board of directors with the evaluation of the merger consideration and the merger, Evercore was retained to render an opinion as to the fairness to the holders of NTL common stock (other than affiliates of Telewest, if any), from a financial point of view, of the merger consideration to be received by such holders.

        Evercore was not engaged to, nor did it, evaluate NTL's underlying business decision to engage in the merger or the relative merits of the merger as compared to other business or financial strategies that might be available to NTL. Evercore was not asked to pass upon, and expressed no opinion with respect to any matters, other than the fairness to the holders of NTL common stock (other than affiliates of Telewest, if any), from a financial point of view, of the merger consideration to be received by such holders.

        On October 2, 2005, Evercore delivered its initial opinion to the NTL board of directors based on the transaction structure contemplated as of such time. Based on the revised transaction structure, on December 14, 2005, Evercore delivered a subsequent opinion, reflecting certain changes in the transaction structure to the NTL board of directors that, as of that date, and subject to the factors, limitations, qualifications and assumptions set forth therein, the merger consideration to be received by the holders of NTL common stock was fair, from a financial point of view, to such holders (other than affiliates of Telewest, if any).

        Evercore is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts, business and securities valuations, recapitalizations and financial restructurings. Evercore was selected on the basis of its reputation, experience and the fact that neither NTL nor Telewest had any prior relationship with Evercore.

        The full text of Evercore's written opinion, dated as of December 14, 2005, is attached as Appendix F to this proxy statement and sets forth the assumptions made, general procedures followed, matters considered and limits on the review undertaken. The summary of Evercore's written opinion below is qualified in its entirety by reference to the full text of the opinion. You are urged to read the opinion carefully and in its entirety.

        In reading the discussion of the opinion set forth below, you should be aware that Evercore's opinion:

    does not constitute a recommendation to NTL stockholders or any other person as to how to vote or act on any matter relating to the merger agreement or the merger; and

    does not constitute a recommendation to the NTL board of directors in connection with the merger.

        In connection with rendering its opinion, Evercore, among other things:

    reviewed a draft, dated December 13, 2005, of the merger agreement in the form provided to Evercore and assumed that the final form of the merger agreement did not vary in any respect material to Evercore's analysis;

    analyzed certain publicly available and internal non-public financial statements and other public and non-public financial and operating data concerning NTL prepared by and furnished to Evercore by NTL management;

    analyzed certain financial projections concerning NTL prepared by and furnished to Evercore by NTL management;

    participated in due diligence sessions involving NTL's past and current operations and financial condition and NTL's prospects with NTL management;

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    analyzed certain publicly available and internal non-public financial statements and other public and non-public financial and operating data concerning Telewest prepared by and furnished to Evercore by the management of Telewest;

    analyzed certain financial projections concerning Telewest prepared by and furnished to Evercore by NTL management;

    participated in due diligence sessions involving the recent operations, the financial condition and the prospects of Telewest with the management of Telewest;

    reviewed the reported prices and the historical trading activity of NTL's common stock and Telewest common stock;

    reviewed the estimated amount and timing of the cost savings and related expenses expected to result from the merger, referred to in this section as the merger synergies, as well as the transaction expenses and one-time cash costs arising from the merger, as estimated by and furnished to Evercore by NTL management;

    compared NTL's financial performance and the financial performance of Telewest with certain publicly traded companies and their securities that Evercore deemed relevant;

    reviewed the financial terms of the proposed merger as compared to financial terms, to the extent publicly available, of certain precedent transactions that Evercore deemed relevant;

    considered the potential pro forma impact of the proposed merger on NTL, based on information provided by NTL management; and

    performed such other analyses and examinations and considered such other factors as Evercore, in its sole judgment, deemed appropriate for purposes of its opinion.

        For the purposes of its analysis and opinion, Evercore assumed and relied upon, without assuming any responsibility for independent verification of, the accuracy and completeness of the information publicly available about NTL and Telewest, and the information supplied or otherwise made available to, discussed with, or reviewed by or for Evercore. Evercore's analyses were based upon, among other things, the financial projections for NTL and Telewest (including estimates regarding the tax attributes of NTL and Telewest) and estimates of merger synergies expected to result from the merger, collectively referred to in this section as the financial projections, which were prepared and provided to Evercore by NTL management. With respect to the financial projections which were furnished to Evercore, discussed with Evercore or reviewed for Evercore by the NTL management, Evercore assumed that those financial projections were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of NTL management regarding the future competitive, operating and regulatory environments and related financial performance of NTL and Telewest. Evercore expresses no view as to the financial projections, or the assumptions on which they are based.

        For purposes of rendering its opinion, Evercore, with NTL's consent, assumed in all respects material to Evercore's analysis, that the representations and warranties of each party contained in the merger agreement were true and correct in all material respects, that each party will perform in all material respects all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger will be satisfied without amendment, waiver or modification thereof. NTL also directed Evercore to assume, and Evercore did assume, that all borrowings as part of the financing of the redemption consideration (but not the refinancing of existing indebtedness) will be done at the Merger Sub level. Evercore has also further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without delay, limitation, restriction or condition that would have a material adverse effect on NTL, Telewest or the merger.

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        Evercore did not make or assume any responsibility for making any independent valuation or appraisal of NTL's assets or liabilities or those of Telewest, nor did Evercore evaluate NTL's or Telewest's solvency or fair value under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion is necessarily based on economic, market and other conditions as in effect on December 14, 2005. It should be understood that, although subsequent developments may affect Evercore's opinion, Evercore has not updated, revised or reaffirmed its opinion and does not have any obligation to do so.

        Evercore noted that NTL stockholders will receive the stock of the combined company in the transaction, whereas Telewest stockholders will receive a combination of cash and stock. As a result, Evercore based its analyses on the presumption that the trading price of NTL stock will be the reference price referred to by investors after the announcement of the merger.

        In receiving Evercore's opinion on December 14, 2005, and reviewing with Evercore the written materials prepared by Evercore in support of its opinion, NTL was aware of and consented to the assumptions and other matters discussed above.

    Summary of Analyses

        The following is a brief summary of the material analyses performed by Evercore and presented to the NTL board of directors in connection with rendering its opinion. This summary is qualified in its entirety by reference to the full text of Evercore's opinion, dated as of December 14, 2005, which is attached as Appendix F to this proxy statement. You are urged to read the full text of the Evercore opinion carefully and in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Evercore.

        Evercore considered a number of analyses in assessing the fairness of the merger consideration to be received by the holders of NTL common stock, from a financial point of view, to such holders (other than affiliates of Telewest, if any). These analyses included: (1) historical public market trading levels of Telewest common stock; (2) a discounted cash flow analysis for NTL and Telewest; (3) a trading analysis of selected public companies; (4) an analysis of selected precedent transactions; (5) an analysis of implied transaction premiums; and (6) an analysis of research analyst price targets. Evercore analyzed the transaction under the merger agreement as a reverse merger.

        Some of the financial analyses summarized below include summary data and information presented in tabular format. In order to understand fully the financial analyses, the summary data and tables must be read together with the full text of the analyses. The summary data and tables alone are not a complete description of the financial analyses. Considering the summary data and tables alone could create a misleading or incomplete view of Evercore's financial analyses.

    Historical Public Market Trading Levels Analysis

        Evercore reviewed the average closing share prices and prior closing share prices of Telewest common stock over various periods, ending on September 30, 2005, and December 13, 2005, respectively, each being the last trading day prior to the delivery of Evercore's initial opinion and the delivery of Evercore's subsequent opinion based on the revised transaction structure. The use of incremental time periods is designed to capture the progression of Telewest's share price and isolate the effects of specific corporate or other events on share price performance. For purposes of this analysis, Evercore utilized an aggregate per share transaction consideration of $23.93 and $23.89, calculated using a fixed exchange ratio of 0.2875 shares of NTL common stock (adjusted as if NTL had undertaken a 2.5-for-1 stock split) for each share of Telewest redeemable common stock, fixed cash redemption consideration of $16.25 per share of Telewest new common stock and the NTL share price of $66.80 and $66.47, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in

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connection with the revised transaction structure on December 14, 2005. The table below illustrates the premium implied by the $23.93 and $23.89 aggregate per share transaction consideration, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, to the historical average closing share prices and prior closing share prices of Telewest common stock for each of those periods.

Trading Period

  Average Closing
Share Price
9/30/05
Premium

  Prior Closing
Share Price
9/30/05
Premium

  Average Closing
Share Price
12/13/05
Premium

  Prior Closing
Share Price
12/13/05
Premium

 
1-day   N/A   4.3 % N/A   3.0 %
1-week   6.6 % 9.2   4.4 % 4.6  
1-month   8.0   7.0   6.1   6.8  
3-month   8.3   5.1   6.2   7.8  
6-month   14.1   34.5   7.2   9.8  
52-week High   N/A   4.3   N/A   2.3  

    Discounted Cash Flow, or DCF, Analysis

        Evercore calculated the estimated present value of (i) future unlevered free cash flows for the four years ending December 31, 2008 and (ii) a terminal value as of December 31, 2008 for Telewest's cable business, based on the financial projections prepared by NTL management. Evercore calculated the estimated present value of (i) future unlevered free cash flows for the five years ending December 31, 2009 and (ii) a terminal value as of December 31, 2009 for Telewest's content business, based on the financial projections prepared by NTL management. Based on assumptions provided by NTL management, Evercore separately valued the merger synergies associated with the proposed merger net of integration costs, transaction costs and any effects of the transaction structure. Evercore also separately considered, based on discussions with NTL management and certain publicly available documents, the estimated value of certain tax assets.

        Evercore calculated a range of terminal values for Telewest based on multiples of 6.0x to 7.0x projected 2008 earnings before interest, taxes, depreciation and amortization, or EBITDA, for Telewest's cable business and terminal values based on multiples of 8.5x to 10.5x projected 2009 EBITDA for Telewest's content business. The terminal EBITDA multiple ranges were selected based on both current public and private market-based valuations. Evercore assumed a 2% perpetuity growth rate to calculate the terminal value of the estimated merger synergies.

        The present value of the future unlevered cash flows and terminal values were discounted using a range of discount rates from 8.5% to 10.5% for Telewest's cable business and from 9.5% to 11.5% for Telewest's content business, respectively. Merger synergies were discounted using a range of discount rates from 8.5% to 10.5%. The estimated value of tax assets was discounted using discount rates ranging from 8.5% to 10.5%.

        Evercore also calculated the estimated present value of (i) future unlevered free cash flows for NTL for the four years ending December 31, 2008 and (ii) a terminal value as of December 31, 2008, based on the financial projections prepared by NTL management. Evercore calculated a range of terminal values for NTL based on multiples of 6.0x to 7.0x projected 2008 EBITDA. The present value of NTL's future unlevered cash flows and terminal values were discounted using a range of discount rates from 8.5% to 10.5%.

        The following tables summarize the implied valuation ranges for Telewest and NTL, and the resulting implied reclassification ratios, based on several DCF cases: (i) excluding merger synergies and

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estimated value of tax assets; (ii) including merger synergies; (iii) including merger synergies and estimated value of tax assets; and (iv) including estimated value of tax assets:

DCF Cases

  Implied Valuation Range
For Telewest

  Implied Valuation Range
For NTL

Excluding merger synergies and estimated value of tax assets   $ 19.44 – $25.67   $ 70.03 – $88.99
Including 100% of merger synergies   $ 26.78 – $35.88    
Including 100% of merger synergies and estimated value of tax assets   $ 31.28 – $40.52    
Including estimated value of tax assets       $ 91.60 – $112.34
DCF Cases

  Implied
Reclassification Ratio

Excluding merger synergies and estimated value of tax assets   0.0896 – 0.3363
Including merger synergies(1)   0.2281 – 0.5712
Including merger synergies and estimated value of tax assets(2)   0.2779 – 0.5637

(1)
Based on Telewest DCF implied valuation range per share plus 74% of estimated synergy valuation range and NTL's DCF implied valuation range per share plus 26% of estimated synergy valuation per split-adjusted share.

(2)
Based on Telewest DCF implied valuation range per share plus 74% of estimated synergy valuation range plus estimated value of tax assets per share and NTL's DCF implied valuation range per share plus 26% of estimated synergy valuation range plus estimated value of tax assets per split-adjusted share.

        Based on the DCF analysis, and taking into consideration the projected merger synergies and estimated value of tax assets, Evercore estimated an implied valuation range for Telewest's common stock of (i) approximately $19.44 to $25.67 per share excluding merger synergies and estimated value of tax assets, (ii) approximately $26.78 to $35.88 per share including 100% merger synergies, and (iii) approximately $31.28 to $40.52 per share including 100% merger synergies and estimated value of tax assets, compared to the $23.93 and $23.89 aggregate per share transaction consideration as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, respectively. Evercore estimated an implied valuation range for NTL's common stock of (i) approximately $70.03 to $88.99 per share excluding estimated value of tax assets and (ii) approximately $91.60 to $112.34 including estimated value of tax assets. Based on its DCF analysis, Evercore also calculated an implied range of reclassification ratios of (i) approximately 0.0896 to 0.3363 excluding merger synergies and estimated value of tax assets, (ii) approximately 0.2281 to 0.5712 including merger synergies and (iii) approximately 0.2779 to 0.5637 including merger synergies and estimated value of tax assets, compared to the reclassification ratio of 0.2875.

        While discounted cash flow analysis is a widely used valuation methodology, it necessarily relies on numerous assumptions, including assets and earnings growth rates, terminal values and discount rates. Thus, it is not necessarily indicative of actual, present or future value or results, which may be significantly more or less favorable than suggested by such analysis.

    Trading Analysis of Selected Public Companies

        Evercore analyzed selected operating and financial information provided by NTL management, stock price performance data and valuation multiples for NTL and Telewest and compared this data to that of selected publicly traded companies with operations Evercore deemed to be similar to NTL and Telewest for purposes of this analysis. Evercore used the earnings forecasts for these companies from

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publicly available financial information and, where appropriate, these earnings forecasts were adjusted to reflect a calendar year end. For NTL and Telewest, earnings forecasts were based on NTL management's financial projections. In conducting its analysis, Evercore considered the trading multiples of the following companies:

European Cable

Liberty Global, Inc.
PT Multimedia
Telenet
U.S. Cable

Cablevision Systems Corporation
Charter Communications, Inc.
    (Debt at Book Value and at Market Value)
Comcast Corporation
Insight Communications Company, Inc.
    (Current and Prior to Take Private Offer)
Mediacom Communications Corporation
European Content

Antena 3 da Television SA
BSkyB
Central European Media Enterprises Ltd.
ITV
MediaSet SpA
M6—Metropole Television
Modern Times Group MTG AB
ProsiebenSat.1 Media AG
RTL Group
Gestevision Telecinco S.A.
Television Francaise 1
TV 4 AB
TVN SA

        Evercore reviewed, among other things, the multiples of enterprise value to 2005 and 2006 EBITDA and EBITDA minus capital expenditures, or CAPEX, for European and U.S. cable companies. Evercore also reviewed the multiples of enterprise value to 2005 and 2006 estimated EBITDA for European content companies. The multiples are based on the closing stock prices of these companies on December 13, 2005.

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        The following table summarizes the analysis:

Company

  Enterprise
Value/ 2005E
EBITDA

  Enterprise
Value/ 2006E
EBITDA

  Enterprise
Value/ 2005E
EBITDA- CAPEX

  Enterprise
Value/ 2006E
EBITDA- CAPEX

NTL – street(1)(12/13/05)   7.1x   7.0x   13.0x   12.7x
Telewest – street(1)(12/13/05)   8.7x   8.2x   13.9x   12.3x
European Cable                
  Mean   10.8x   9.5x   25.7x   21.3x
  Median   9.5x   8.9x   25.7x   21.3x
U.S. Cable                
  Mean   9.5x   8.7x   18.8x   15.2x
  Median   9.3x   8.4x   18.3x   15.2x
European Content                
  Mean   11.7x   10.2x    
  Median   10.1x   9.5x    

(1)
Wall Street Research.

        Evercore selected a range of implied valuations for Telewest and NTL, which considered: (1) the trading levels of these selected public companies and (2) the financial projections prepared by NTL management, as well as differences between these companies and the markets in which they operate and Telewest and NTL. Based on its analysis, Evercore estimated an implied valuation range for Telewest common stock of approximately $17.53 to $20.31 per share compared to the $23.93 and $23.89 aggregate per share transaction consideration, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, and an implied valuation range for NTL's common stock of approximately $53.76 to $71.96 per share. Evercore also calculated a range of reclassification ratios of approximately 0.0446 to 0.1887 compared to the reclassification ratio of 0.2875.

        Evercore noted that none of the selected public companies are identical to Telewest or NTL. Accordingly, a complete analysis of the results of the foregoing calculations cannot be limited to a quantitative review of such results and involves complex considerations and judgments regarding differences in financial and operating characteristics of the selected public companies and other factors that could affect NTL's public valuation and that of the selected public companies.

    Analysis of Selected Precedent Transactions

        Evercore reviewed and analyzed selected merger and acquisition transactions involving companies that Evercore judged to be similar in some respects to the proposed merger for purposes of this analysis. Evercore reviewed, among other things, the ratio of the companies' enterprise value implied in the respective transactions to (i) their most recent publicly reported historic twelve-month EBITDA, or Trailing EBITDA, and (ii) their most recent publicly reported projected twelve-month EBITDA, or Forward EBITDA.

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        The precedent transactions selected in the Evercore analysis included:

Cable Transactions

Target

  Acquiror
Cablecom GmbH   Liberty Global, Inc.
Auna Tlc   Group Corporativo ONO
Astral Telecom SA   Liberty Global, Inc.
Cybercity   Telenor ASA
Bredbandsbolaget   Telenor ASA
NTL Incorporated – Republic of Ireland Operations   UnitedGlobalCom Inc.
Kabelnetz NRW Limited (ish)   iesy Hessen GmbH & Co. KG (iesy)
UnitedGlobalCom Inc.   Liberty Media Corporation
Telemach d.o.o.   UnitedGlobalCom Inc.
Chorus   UnitedGlobalCom Inc.
ish, iesy, Kabel Baden-Wuerttemberg   Kabel Deutschland GmbH
Noos   UnitedGlobalCom Inc.
Cablecom GmbH   Goldman Sachs, Capital Partners, Apollo Management LP
Deutsche Telekom (assets)   Apax Partners, Goldman Sachs Capital Partners,
Providence Equity Partners Inc.

Content Transactions

Target

  Acquiror
SBS Broadcasting   Permira/Kohlberg Kravis Roberts & Co.
Sit-up Limited   Telewest Global, Inc. (Flextech)
Hit Entertainment Plc   Apax Partners
QVC, Inc.   Liberty Media Corporation
ProsiebenSat.1 Media AG   Saban Capital Group, Inc.

        The following table summarizes the analysis:

 
  Enterprise Value/
Trailing EBITDA

  Enterprise Value/
Forward EBITDA

Cable Transactions        
  Mean   13.1x   8.8x
  Median   13.8x   8.6x
Content Transactions        
  Mean   14.0x   11.8x
  Median   13.0x   11.7x

        Based on its valuation analysis of selected precedent transactions, and taking into consideration historical financial results, Evercore estimated an implied valuation range for Telewest's common stock of approximately $22.39 to $30.86 per share compared to the $23.93 and $23.89 aggregate per share transaction consideration, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, and an implied range of reclassification ratios of approximately 0.2297 to 0.5469 compared to the reclassification ratio of 0.2875.

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        Evercore noted that the merger and acquisition transaction environment varies over time because of macroeconomic factors such as interest rate and equity market fluctuations and microeconomic factors such as industry results and growth expectations. Evercore also noted that no company or transaction reviewed was identical to the proposed merger and that, accordingly, these analyses involve complex considerations and judgments concerning differences in financial and operating characteristics and other factors that would affect the acquisition values in the precedent transactions, including the size and demographic and economic characteristics of the markets of each company and the competitive environment in which it operates.

    Implied Transaction Premiums Analysis

        Evercore reviewed and analyzed the premiums paid relative to public market pre-announcement trading prices for a selected group of U.S. and European transactions. Evercore examined, where sufficient public information was available, transactions with transaction equity values between $3.0 billion and $10.0 billion that were announced since January 1, 2002. Evercore calculated and compared the premiums paid in these transactions based on the value of the per share consideration received in the transaction relative to the closing stock price of the target company one day, one week, one month, three months and six months prior to the respective date of announcement of the transaction. Selected premia were applied to Telewest share prices over relevant periods prior to September 30, 2005, the last trading day prior to the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005.

        The following table summarizes the analysis:

 
  % Premium to Prior Closing Share Price
 
  1–Day
  1–Week
  1–Month
  3–Month
  6–Month
All Selected Transactions                    
  Mean   21.7%   24.5%   28.3%   29.7%   41.3%
  Median   18.9%   20.4%   24.3%   24.0%   35.7%

        Based on its analysis, Evercore estimated an implied valuation range for Telewest's common stock of approximately $24.00 to $29.00 per share compared to the $23.93 and $23.89 aggregate per share transaction consideration, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, and an implied range of reclassification ratios of approximately 0.2900 to 0.4772 compared to the reclassification ratio of 0.2875.

    Research Analyst Price Targets

        Evercore compared selected recent publicly available research analyst price targets from selected firms who published price targets for NTL and Telewest as of September 30, 2005, the last trading day prior to the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005.

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        This analysis indicated the following price targets:

Firm

  NTL Price Target
  Telewest Price Target
Credit Suisse First Boston   $ 70.00   $ 23.00
IRG Research         25.00
Jeffries & Co.     90.00     23.50
Morgan Joseph         25.00
Morgan Stanley     75.00     25.00
Oppenheimer     74.00    
UBS     82.00     22.00

        Based on its review of selected research analyst price targets, Evercore noted an implied target trading range for Telewest's common stock of $22.00 to $25.00 per share compared to the $23.93 and $23.89 aggregate per share transaction consideration, respectively, as of the delivery of Evercore's initial opinion in connection with the proposed merger on October 2, 2005, and as of the delivery of Evercore's subsequent opinion in connection with the revised transaction structure on December 14, 2005, and an implied target trading range for NTL's common stock of $70.00 to $90.00 per share. Based on these research analyst price targets, Evercore also calculated an implied range of reclassification ratios of approximately 0.1597 to 0.3125 compared to the reclassification ratio of 0.2875.

        The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analysis or the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the opinion of Evercore. In arriving at its fairness determination, Evercore considered the results of all these constituent analyses and did not attribute any particular weight to any particular factor or analysis considered by it; rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all such analyses. The foregoing summary does not purport to be a complete description of the analyses performed by Evercore. In performing its analyses, Evercore considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of NTL, Telewest and Evercore. The analyses performed by Evercore did not contemplate the consequences of any transaction other than the merger, the reclassification, the financing of the redemption consideration and the refinancing of existing indebtedness. The analyses performed by Evercore are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Accordingly, such analyses and estimates are inherently subject to substantial uncertainty.

        The type and amount of consideration payable in the merger were determined through negotiations between NTL and Telewest. Evercore did not express any opinion as to the price or range of prices at which the shares of Telewest new common stock may trade subsequent to the merger. Additionally, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which any security may trade at the present time or at any time in the future.

        As described above, Evercore's opinion to the board of directors was among many factors taken into consideration by the NTL board of directors in making its determination to approve the merger agreement. The opinion of Evercore was provided solely to the NTL board of directors and does not constitute a recommendation to any person, including the holders of NTL's and Telewest's common stock, as to how such person should vote or act on any matter related to the merger agreement or the merger.

        Evercore has received a customary fee in connection with its engagement which became payable upon the delivery of its initial opinion, dated October 2, 2005 to the NTL board of directors. Evercore

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will also be reimbursed for its reasonable and customary expenses. No portion of Evercore's fee or expense reimbursement is contingent upon the successful completion of the merger, any other related transaction, or the conclusions reached in any Evercore opinion. NTL also agreed to indemnify Evercore and certain related persons against liabilities, including liabilities under federal securities laws that arise out of the engagement of Evercore, and expenses in connection with its engagement.


Conduct of the Business of Telewest and NTL if the Merger Is Not Completed

        If the merger is not completed, each of NTL and Telewest intends to continue to operate its business substantially in the manner in which it is operated currently and with its existing capital structure and management team. From time to time, each of NTL and Telewest will evaluate and review its business operations, properties, dividend policy and capitalization, make such changes as are deemed appropriate, and continue to seek to identify strategic alternatives to maximize stockholder value.


Amount and Source of Funds and Financing of the Merger

        The following summary is qualified in its entirety by reference to the complete text of the commitment letter and term sheets that are exhibits thereto, which is filed as Exhibit 10.28 to the Registration Statement on Form S-4 of which this joint proxy statement/prospectus is a part and are incorporated in this joint proxy statement/prospectus by reference. The following summary may not contain all of the information about the commitment letter and term sheets that is important to you. We urge you to read the full text of the commitment letter and term sheets carefully and in their entirety.

Commitment Letter

        NTL and NTL Investment Holdings Limited, or NTLIH, have agreed to the terms of a commitment letter pursuant to which each of Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of Scotland plc and Goldman Sachs International, or the mandated lead arrangers, agreed to arrange, and each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of Scotland plc, and Goldman Sachs Credit Partners L.P., or the Underwriters, agreed to underwrite, the bank facilities described below.

Terms of the Facilities

        The bank facilities comprise two separate facilities: (a) a senior secured credit facility in an aggregate principal amount of up to £3.3 billion, or the senior facilities, to be made available to, among others, NTLIH and its affiliates, and comprising a £3.2 billion 5-year amortizing term loan facility, or Tranche A, and a £100 million 5-year multicurrency revolving working capital facility, or the revolving facilities, for the purposes of (i) repaying in full the existing senior credit facilities of NTL, (ii) repaying in full the existing and second lien credit facilities of Telewest, and (iii) financing the ongoing working capital needs and general corporate requirements of the combined company, and (b) a 1-year (automatically extendable to a 10-year) senior subordinated bridge facility in an aggregate principal amount of £1.8 billion, or the bridge facility, to be made available to Merger Sub for the purposes of (i) financing the cash consideration payable pursuant to the merger agreement and (ii) paying the related fees, costs and expenses in connection therewith. In addition, NTL and NTLIH have agreed to engage the mandated lead arrangers as arranger for any take-out financing for the bridge facility, including through the issuance of senior notes.

Interest

        The rate of interest payable under Tranche A and the revolving facilities is the aggregate, per annum, of (i) LIBOR, plus (ii) the applicable interest margin. The applicable interest margin for

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Tranche A and the revolving facilities shall be 1.625% per annum for a period of three months following the closing date for the merger. Thereafter, the applicable interest margin for Tranche A and the revolving facilities shall depend upon the net leverage ratio then in effect as set forth below:

Leverage Ratio

  Margin
Less than 3.00 : 1   1.000%
Greater than or equal to 3.00 : 1 but less than 3.40 : 1   1.125%
Greater than or equal to 3.40 : 1 but less than 3.80 : 1   1.250%
Greater than or equal to 3.80 : 1 but less than 4.20 : 1   1.375%
Greater than or equal to 4.20 : 1 but less than 4.50 : 1   1.500%
Greater than or equal to 4.50 : 1 but less than 4.80 : 1   1.625%
Greater than or equal to 4.80 : 1 but less than 5.00 : 1   1.875%
Greater than or equal to 5.00   2.000%

        Prior to the maturity date of the bridge facilities, loans under the bridge facilities will bear interest at a rate per annum equal to (i) the three-month reserve-adjusted Gilt/LIBOR/EURIBOR plus (ii) an initial spread of 600 basis points (such spread being subject to quarterly increases of 50 basis points if the loans are not yet repaid). Notwithstanding the foregoing, the interest rate per annum payable shall not exceed (i) 12.5% in respect of loans under the bridge facilities denominated in U.K. pounds sterling and (ii) 11.5% in respect of loans under the bridge facilities denominated in euro or U.S. dollars.

Mandatory Repayments

        Principal under Tranche A is subject to repayments each six months as follows:

30 September 2007   £225 million
31 March 2008   £225 million
30 September 2008   £225 million
31 March 2009   £250 million
30 September 2009   £450 million
31 March 2010   £500 million
30 September 2010   £550 million
Final maturity date   £725 million

        The borrowers will also be required to repay principal under the senior facilities, subject to certain exceptions, with excess cash flow and proceeds from disposals and debt and equity issuances.

Covenants and Events of Default

        The borrowers will be required to maintain certain minimum financial ratios relating to total debt to consolidated operating cash flow, consolidated operating cash flow to consolidated net interest and consolidated cash flow to consolidated debt service. The borrowers will be subject to typical affirmative and negative covenants that will affect their ability, among other things, to borrow money, incur liens, dispose of assets and make acquisitions. Events of default under the senior facilities will include, among other things, payment and covenant breaches, insolvencies of obligors and certain subsidiaries, change of control and any material adverse charge.

Conditions

        Drawings under the facilities shall be conditional upon (i) evidence that Merger Sub has entered into the bridge facility and that all conditions precedent thereto have been satisfied or waived, (ii) there being no payment or insolvency event of default with respect to NTL, NTLIH, Telewest Communications Networks Limited, or TCN, or Merger Sub (other than an insolvency event caused by

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the occurrence or potential occurrence of another event of default) or an event of default arising as a result of a misrepresentation by NTL, NTLIH, TCN or Merger Sub in respect of its powers, status and authority, or any breaches by NTLIH or TCN of its negative pledge covenants which materially affects the security to be given under the facilities, (iii) the execution of the merger agreement, Merger Sub and NTL becoming obligated to file the certificate of merger of NTL and Merger Sub with the Secretary of State of the State of Delaware, Telewest becoming obligated to file the charter amendment with the Secretary of State of the State of Delaware, and no amendments or (subject to limited exceptions) waiver of conditions having been made, in each case, which in the opinion of an instructing group of lenders under the facilities (acting reasonably) are not material and adverse to the financing under the facilities, and (iv) the execution of customary financing documentation for a transaction of this type.

Termination

        The commitments of the mandated lead arrangers and the underwriters under the commitment letter terminate (i) on October 2, 2006 or (ii) concurrently with the termination of the merger agreement.

Guarantees and Security

        The senior facilities will be guaranteed by Telewest UK Limited, NTLIH, NTL Cable PLC, or NTL Cable, TCN, certain newly formed U.K. holding companies, and certain other subsidiaries of the combined company. In addition, to the extent legally possible and provided no material adverse tax consequences arise as a result thereof, the senior facilities will have the benefit of first ranking security over (i) the shares of each newly formed U.K. holding company, (ii) the shares of each member of the combined company following the consummation of the merger (subject to agreed exceptions), (iii) all or substantially all of the assets of each member of the combined company following the consummation of the merger, and (iv) intercompany loans lent in to any member of the combined company following the consummation of the merger, subject to flexibility to allow permitted restructurings.

        The bridge facilities will be guaranteed by Telewest, any new intermediate holding company above NTL, and NTL (UK) Group, Inc. The bridge facilities will likely also be secured except to a lesser extent than the senior facilities.

        It is expected that any senior notes issued will be unsecured.

        Definitive agreements for the financings have not yet been finalized and, accordingly, the form and terms of the financings may change, subject to limitations imposed on such changes by the merger agreement.

Alternative Financing Structure

        NTL intends to request the IRS ruling to confirm the U.S. federal income tax treatment of a proposed alternative internal restructuring transaction, which would be undertaken after the completion of the merger. This internal restructuring transaction would permit the combined companies to finance some or all of the cash portion of the transaction consideration with funds borrowed by U.K. subsidiaries of the combined company, permitting some or all of the acquisition financing to be incurred at the level of the combined company's U.K. operating group rather than at the level of its U.S. holding group. Receipt of the request for the IRS ruling is not a condition to closing of the acquisition after April 2, 2006. See "The Merger—IRS Ruling" starting on page 126.

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        If NTL receives the IRS ruling, NTL has the option, by delivery of written notice to the mandated lead arrangers, to restructure the facilities such that:

    the commitment under the bridge facilities would be reduced by at least £1.2 billion and an incremental tranche of term debt equal in principal amount to such reduction, or Tranche B, would be added to the senior facilities; and

    the remainder of the commitment under the bridge facilities would be taken out with a high yield bond offering (or bridge facility commitment in anticipation of the same) by NTL Cable PLC. This debt would rank pari passu with NTL Cable's existing high yield debt.

        In this alternative structure, the rate of interest payable under Tranche A, the revolving credit facility and Tranche B would be the aggregate, per annum, of (i) LIBOR, plus (ii) the applicable interest margin. The applicable interest margin for Tranche A and the revolving credit facility would be 1.875% per annum from closing for a period of three months. Thereafter, the applicable interest margin for the senior facilities and the revolving facilities shall be depend upon the net leverage ratio then in effect as set forth below:

Leverage Ratio

  Margin
Less than 3.00 : 1   1.250%
Greater than or equal to 3.00 : 1 but less than 3.40 : 1   1.375%
Greater than or equal to 3.40 : 1 but less than 3.80 : 1   1.500%
Greater than or equal to 3.80 : 1 but less than 4.20 : 1   1.625%
Greater than or equal to 4.20 : 1 but less than 4.50 : 1   1.750%
Greater than or equal to 4.50 : 1 but less than 4.80 : 1   1.875%
Greater than or equal to 4.80 : 1 but less than 5.00 : 1   2.125%
Greater than or equal to 5.00 : 1   2.250%

        The applicable interest margin for Tranche B would be 2.25% per annum.

        No assurances can be made that NTL will receive the IRS ruling or, if it receives the IRS ruling, whether the combined company would implement this alternative financing structure.


Amendments to the Telewest Certificate of Incorporation

        Immediately prior to the merger, Telewest will amend and restate its certificate of incorporation by filing the charter amendment to effect the change of name and to reclassify each share of Telewest common stock into (i) 0.2875 shares of Telewest new common stock and (ii) one share of Telewest redeemable common stock. At the effective time of the merger, each share of Telewest redeemable common stock will be redeemed for the redemption consideration. To effect this reclassification and redemption, Telewest must amend its certificate of incorporation. A copy of the form of second restated certificate of incorporation of Telewest is attached as Appendix B to this joint proxy statement/prospectus.

        Upon satisfaction of the conditions to the filing of the charter amendment and the completion of the merger, Telewest's certificate of incorporation will be amended and restated as described in this joint proxy statement/prospectus. The second restated certificate of incorporation of Telewest will become effective when it is filed with the Secretary of State of the State of Delaware (or at such later time as NTL and Telewest may agree).

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Interests of Certain Persons in the Merger

        In considering the recommendations of Telewest's and NTL's respective boards of directors, you should be aware that certain directors and officers of Telewest, as well as certain other stockholders of Telewest and/or NTL, may have interests in the merger that may be different from, or in addition to, your interests as a stockholder generally and those interests may create potential conflicts of interest. The boards of directors of NTL and Telewest were each aware of these interests and considered them when they approved and adopted the merger agreement and the merger.

Telewest Directors and Executive Officers

    Telewest Board of Directors after the Merger

        Pursuant to the merger agreement, Telewest agreed to deliver to NTL, immediately prior to the effective time of the merger, the resignations of each member of the board of directors of Telewest other than Mr. Stenham (who will serve as deputy chairman of the board of directors from and after the effective time of the merger) and one additional member of the board of directors of Telewest selected by NTL (with the approval of the Telewest board of directors, not to be unreasonably withheld). Mr. Stenham's continued service as a member of the Telewest board of directors is conditioned upon his agreeing with NTL, prior to the effective time of the merger, on terms mutually satisfactory to him and NTL, his terms for service as Deputy Chairman, which NTL has agreed to negotiate in good faith.

        Telewest has also agreed to take all necessary action to appoint each member of the board of directors of NTL to the board of directors of Telewest.

    Employment with the Combined Company

        Pursuant to the merger agreement, Telewest has agreed to appoint Mr. Smith as Deputy Chief Financial Officer of the combined company, subject to his agreeing with NTL, on terms mutually satisfactory to him and NTL, the terms of employment, which NTL has agreed to negotiate in good faith. In addition, it is expected that Mr. Cook will be appointed as Senior Vice President, Business Development of the combined company on the same terms as his current employment, until December 31, 2006. If a mutually acceptable future role is not agreed by December 31, 2006, Mr. Cook's current severance terms will apply.

    Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock in the Merger

        At the effective time of the merger, each outstanding option to purchase shares of Telewest common stock and each outstanding stock appreciation right with respect to Telewest common stock granted under the Telewest stock incentive plan, whether or not exercisable or vested, will be adjusted to provide that such stock option or stock appreciation right, as the case may be, will be automatically adjusted on the same terms and conditions (including as to exercisability and vesting, taking into account any acceleration resulting from the merger) to be a stock option to acquire, or a stock appreciation right with respect to, the number of shares of Telewest new common stock equal to:

    (A)
    the number of shares of Telewest common stock subject to such stock option or stock appreciation right, as applicable, multiplied by

    (B)
    (i) the sum of (x) $16.25 plus (y) (1) 0.2875 multiplied by (2)(aa) the closing price of a share of NTL common stock as quoted on NASDAQ on the trading day immediately preceding the closing date of the merger, as reported in the New York City edition of The Wall Street Journal, divided by (bb) 2.5, or the NTL Adjusted Per Share Closing Price, divided by (ii) the NTL Adjusted Per Share Closing Price,

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at a price per share of Telewest new common stock equal to (A) the aggregate exercise price or base price for such stock option or stock appreciation right, as applicable, divided by (B) the number of shares of Telewest new common stock to which such stock option or stock appreciation right, as converted as described above, is subject.

        At the effective time of the merger, each share of Telewest restricted stock granted under the Telewest stock incentive plan outstanding at the effective time will be automatically converted into the right to receive the transaction consideration on the same terms applicable to all shares of Telewest common stock.

    Grants to Non-Executive Directors

        All stock options held by non-executive directors of Telewest vested at Telewest's 2005 annual meeting of stockholders pursuant to their terms.

    Grants to Executive Officers

        For purposes of the following discussion, you should be aware that the merger will satisfy the conditions of an "Acceleration Event" (as defined in the Telewest 2004 Stock Incentive Plan). This means that the merger will, among other things, result in the acceleration of vesting of 50% of the unvested portion of stock options and stock appreciation rights held by certain Telewest employees (including Messrs. Stenham, Elson, Cook, Smith and Tveter). By the terms of the merger agreement, it will also result in the acceleration of vesting of all outstanding restricted stock awards held by Telewest employees. In addition, the terms of all existing Telewest equity award grants provide that if the surviving company in the Acceleration Event does not extend an offer of employment to a given employee of Telewest holding Telewest equity awards offering compensation and employee benefits (without regard to equity compensation) that are in the aggregate substantially similar to those received by the employee immediately prior to the merger, any Telewest equity award held by such employee will vest immediately at the effective time of the merger.

    Amendments to the Terms of Certain Telewest Stock Options and Restricted Stock

        On October 1, 2005, the compensation committee of the Telewest board of directors approved amendments to the outstanding Telewest stock options and restricted stock held by Messrs. Stenham, Elson, Cook, Smith and Tveter and certain of its other employees. These amendments provide that stock options and restricted stock will be subject to the following terms and conditions following completion of the merger:

    Following the merger, certain of these stock options will no longer be subject to performance vesting but will instead vest on their original vesting dates without regard to applicable performance criteria.

    The vesting of these stock options will be accelerated if, following the merger (or prior to but in connection with the merger), the covered individual's employment is terminated by Telewest without cause or by the employee in a constructive termination (as described below).

    With respect to one of the stock option agreements between Telewest and Mr. Tveter, following the merger, the escrow provision which required that shares acquired upon the exercise of options be held in escrow until the earlier of the one-year anniversary of the final vesting date and Mr. Tveter's termination of employment will no longer have any force or effect.

        Awards of Telewest restricted stock held by some employees, including Messrs. Stenham, Cook, Smith and Tveter, were amended to provide that the restrictions on such shares of restricted stock, will lapse if, following the merger (or prior to but in connection with the merger), the employee's employment is terminated by the employee in a constructive termination (it being understood that

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under the terms of the merger agreement, at the effective time of the merger all restrictions on shares of restricted stock will lapse and holders will receive transaction consideration in respect of those shares on the same terms applicable to all Telewest shares).

        The aggregate number of shares currently subject to options and restricted stock awards held by each of Telewest's executive officers as to which vesting would accelerate pursuant to such amendments (assuming such individual's employment were terminated in connection with the merger) are: Mr. Stenham, 1,274,000 option shares and 5,686 shares of restricted stock; Mr. Elson, 476,000 option shares; Mr. Smith, 230,606 option shares and 3,316 shares of restricted stock; Mr. Cook, 168,154 option shares and 4,815 shares of restricted stock; and Mr. Tveter, 370,000 option shares and 6,750 shares of restricted stock.

        For purposes of the amended Telewest stock options and restricted stock, the constructive termination of an employee generally includes termination initiated by the employee upon the occurrence of any of the following:

    a reduction in the employee's compensation and employee benefits such that they are no longer substantially similar to those provided immediately prior to the merger, but excluding equity compensation;

    the assignment of substantial duties to the employee that (1) are outside of that employee's recent professional responsibilities, (2) do not offer the employee any opportunity for contribution to advancing the business objectives of Telewest or (3) are intended to cause the employee to resign his or her employment;

    a requirement that the employee relocate his or her employment by more than 150 miles from the office where he or she is located immediately prior to the merger or travel on Telewest's business on a substantially greater basis than immediately prior to the merger; or

    the failure of a successor to Telewest to expressly assume the stock option or restricted stock agreement, as amended.

        In addition, the amendments expressly provide that neither a change in reporting responsibilities nor a change in responsibilities relating to the management and operation of a public company will constitute a constructive termination.

        In addition, although Mr. Elson's stock appreciation rights were not amended as described above, all of his unvested stock appreciation rights will become vested upon his departure at the completion of the merger, as provided in the agreement evidencing the stock appreciation rights.

    New Telewest Equity Awards

        Following the consummation of the merger, Telewest may grant additional equity awards to its directors, members of management (including those members of management that were formerly members of NTL management) and certain other employees of Telewest. Each grant would specify those terms and conditions as the compensation committee of the Telewest board of directors at that time deems appropriate, including to the extent relevant but not limited to, the applicable option exercise period, option exercise price and vesting requirements.

    Telewest's Long-Term Incentive Plan

        On October 1, 2005, the compensation committee of the Telewest board of directors approved amendments to Telewest's Long-Term Incentive Plan, or the LTIP, to provide certain protections to participants in the LTIP in the case of an "Acceleration Event" (which has the same meaning in the LTIP as in Telewest's 2004 Stock Incentive Plan). In connection with the merger, participants in the LTIP, including Messrs Stenham, Elson, Cook, Smith and Tveter, will be entitled to a minimum

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payment under the LTIP, pro-rated as of the effective date of the merger, based upon the extent to which the goals established under the LTIP have been satisfied (using assumptions and approximations selected by the compensation committee of the Telewest board of directors) as of the merger. The Telewest compensation committee has not yet determined the amount of any payments to be made under the LTIP or whether such payments would be made in cash or stock.

    Severance Benefits

        In addition to the acceleration of equity compensation grants as described above, Telewest's executive officers are parties to employment agreements that provide for severance benefits if their employment is terminated (whether before or after completion of the merger). Telewest has announced that Mr. Elson is leaving at the completion of the merger. At that time, he will be entitled to a severance payment of approximately $1,078,000 plus one year's benefits. The other executives, including Mr. Stenham, are parties to employment agreements that provide for severance payments upon a termination by Telewest without cause (and, in Mr. Tveter's case, initiated by Mr. Tveter with good reason). If the employment of these executives were to terminate under such circumstances, they would be entitled to severance pay as follows: Mr. Stenham, approximately £460,000; Mr. Smith, approximately £497,000 plus one year's benefits; and Mr. Cook, approximately £587,000 plus one year's benefits. It is anticipated that Mr. Tveter will remain with the combined company until the end of 2006, at which time he would be entitled to severance pay of approximately $808,000 plus one year's benefits.

    Indemnification

        In the merger agreement, Telewest agreed that, for six years after the effective time of the merger, it would indemnify each of NTL and Telewest's directors and officers with respect to claims arising from acts or omissions of such persons prior to the effective time of the merger. In addition, Telewest has agreed that, following the effective time of the merger, it will provide directors' and officers' liability insurance for Telewest's directors and officers with an insurer with a Standard & Poor's rating of at least A (or an equivalent rating from AM Best), or alternatively it will provide a "tail" insurance policy from a similar insurer, on no less favorable terms with respect to amount and coverage than the Telewest policy in effect on the date the original merger agreement was entered into by the parties. However, Telewest is not obligated to pay more than £6,000,000 annually in fulfilling its obligations relating to directors' and officers' liability insurance. If the aggregate annual premiums for such insurance exceeds £6,000,000, then Telewest is required to provide a policy with the best coverage as is then available at £6,000,000 per annum.

NTL

    Telewest Board of Directors after the Merger

        Pursuant to the merger agreement, on the closing date, but prior to the effective time of the merger, Telewest agreed to deliver to NTL the resignations of each member of the board of directors of Telewest other than Mr. Stenham (who will serve as deputy chairman of the board of directors from and after the effective time of the merger) and one additional member of the board of directors of Telewest selected by NTL (with the approval of the Telewest board of directors, not to be unreasonably withheld). Mr. Stenham's continued service as a member of the Telewest board of directors is conditioned upon his agreeing with NTL, prior to the effective time of the merger, on terms mutually satisfactory to him and NTL, his terms for service as Deputy Chairman, which NTL has agreed to negotiate in good faith.

        Telewest has also agreed to take all necessary action to appoint each member of the board of directors of NTL to the board of directors of Telewest, effective as of immediately after the effective time of the merger.

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    NTL Equity Awards

        At the effective time of the merger, each outstanding option to purchase NTL common stock, whether or not exercisable or vested, will be automatically converted on the same terms and conditions into a stock option to acquire the number of shares of Telewest new common stock equal to (A) the number of shares of NTL common stock subject to such stock option, multiplied by (B) 2.5, at a price per share of Telewest new common stock equal to (1) the aggregate exercise price for such stock option divided by (2) the number of shares of Telewest new common stock to which such stock option is subject. In addition, at the effective time of the merger, each outstanding award of NTL restricted stock and restricted stock units will be automatically converted into an equivalent award based upon shares of Telewest new common stock on the same terms and with respect to the number of shares equal to the number of shares subject to the NTL restricted stock award or restricted stock unit award, as applicable, multiplied by 2.5 (subject to rounding). The merger will not be an "Acceleration Event" under the NTL 2004 Stock Incentive Plan and, accordingly, the completion of the merger will not result in the accelerated vesting of unvested NTL stock options, restricted stock or restricted stock units.

    New Telewest Equity Awards

        Following the consummation of the merger, Telewest may grant additional equity awards to its directors, members of management (including those members of management that were formerly members of NTL management) and certain other employees of Telewest. Each grant would specify those terms and conditions as the compensation committee of the Telewest board of directors at that time deems appropriate, including to the extent relevant but not limited to, the applicable option exercise period, option exercise price and vesting requirements.

    Employment Arrangements with Telewest

        Pursuant to the terms of the merger agreement, Telewest has agreed to appoint the following individuals to the positions opposite their respective names. On written notice to Telewest, NTL has the right to swap or remove any of these persons for any such other person as NTL may designate.

Name

  Office
Mr. James F. Mooney   Chairman of the Board of Directors
Mr. Simon Duffy   Executive Vice Chairman
Mr. Stephen Burch   Chief Executive Officer
Mr. Jacques Kerrest   Chief Financial Officer
Mr. Neil Berkett   Chief Operating Officer
Mr. Bryan Hall   General Counsel
Mr. Robert Gale   Vice President and Controller

        NTL has appointed Stephen A. Burch as President and Chief Executive Officer effective January 16, 2006.

    Indemnification

        In the merger agreement, Telewest agreed that, for six years after the effective time of the merger, it would indemnify each of NTL and Telewest's directors and officers with respect to claims arising from acts or omissions of such persons prior to the effective time of the merger.

Certain Stockholders

        Certain persons or entities are significant stockholders of both NTL and Telewest. According to and as of the date of their most recent filings with the SEC, FMR Corp. beneficially owned approximately 5.8% and 8.0%, Franklin Mutual Advisers beneficially owned approximately 7.8% and

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7.8%, and Mr. Huff beneficially owned approximately 8.6% and 14.2% of the outstanding common stock of NTL and Telewest, respectively. As a result of these interests, these stockholders of NTL and Telewest may each have different interests in the merger than those of other NTL and Telewest stockholders.

        The Huff Entities serve as investment manager for the Huff Clients, which own shares of NTL common stock and Telewest common stock. Mr. Huff possesses sole power to vote and direct the disposition of all securities held by or on behalf of the Huff Entities and the Huff Clients, subject to internal procedures and policies in effect from time to time. As a result, Mr. Huff is deemed to beneficially own these shares of NTL common stock and Telewest common stock.

        Messrs. Huff and Edwin M. Banks, an employee of Huff Asset Management, are members of the NTL board of directors. Messrs. Connors and McGuiness, each of whom is an employee of Huff Asset Management, are members of the Telewest board of directors. Messrs. Huff and Banks recused themselves from meetings of the NTL board of directors to consider the merger and from the vote of the NTL board of directors on the merger. Messrs. Connors and McGuiness recused themselves from meetings of the Telewest board of directors to consider the merger and from the vote of the Telewest board of directors on the merger. See "The Merger—Background of the Merger" beginning on page 46.

        As of November 15, 2005, based on information disclosed by Mr. Huff in Amendment No. 5 to Schedule 13D relating to shares of Telewest common stock filed with the SEC on November 15, 2005, the Huff Entities and Huff Clients collectively owned 34,809,501 shares of Telewest common stock, representing approximately 14.2% of the outstanding shares of Telewest common stock, and, as of August 18, 2005, based on information disclosed by Mr. Huff in Amendment No. 4 to Schedule 13D relating to shares of NTL common stock filed with the SEC on August 18, 2005, the Huff Entities and the Huff Clients collectively owned 7,231,105 shares of NTL common stock and Mr. Huff held options exercisable for a total of 50,000 shares of NTL common stock, representing in aggregate approximately 8.6% of the outstanding shares of NTL common stock. According to these Schedule 13D filings with the SEC, Mr. Huff possesses sole power to vote and direct the disposition of all securities held by or on behalf of the Huff Entities and the Huff Clients, subject to internal procedures and policies in effect from time to time, and, as a result, Mr. Huff is deemed to beneficially own these shares of NTL common stock and Telewest common stock.


Security Ownership of Certain Beneficial Owners And Management

NTL

        The following table sets forth, as of December 14, 2005, information regarding the beneficial ownership of NTL's common stock by:

    each person who is known by NTL to be the beneficial owner of more than 5% of NTL's outstanding common stock;

    each of NTL's present directors;

    each of NTL's present executive officers;

    each of NTL's executive officers who were serving as such at the end of fiscal year 2004; and

    all of NTL's present directors and executive officers as a group.

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        Except as otherwise indicated, the person or entities listed below have sole voting and investment power with respect to all shares of NTL's common stock beneficially owned by them, except to the extent that power may be shared with a spouse.

 
  Amount and Nature of Beneficial Ownership
   
 
Name of Beneficial Owner

  Common
Stock

  Warrants
  Total
  Percent
Beneficially
Owned(1)

 
5% stockholders of NTL:                  
FMR Corp.(2)   4,887,660   68,006   4,955,666   5.7 %
Huff Asset Management(3)   7,231,105     7,231,105   8.5 %
Oaktree Capital Management, LLC(4)   7,164,235     7,164,235   8.4 %
France Telecom(5)     7,118,945   7,118,945   8.4 %
Franklin Mutual Advisers, LLC(6)   6,661,094     6,661,094   7.8 %
Ameriprise Financial, Inc.(7)   9,216,588     9,216,588   10.8 %
Brahman Capital Corp.(8)   5,083,742     5,083,742   6.0 %
Paul Tudor Jones, II(9)   4,894,494     4,894,494   5.7 %

Directors of NTL:

 

 

 

 

 

 

 

 

 
Edwin M. Banks(10)   50,000     50,000   *  
Jeffrey D. Benjamin(11)   89,172     89,172   *  
Simon P. Duffy(12)   354,274     354,274   *  
David Elstein(13)   50,000     50,000   *  
Charles K. Gallagher(14)   50,000     50,000   *  
William R. Huff(15)   7,281,105     7,281,105   8.6 %
James F. Mooney(16)   64,136     64,136   *  
George Zoffinger(17)   50,000     50,000   *  

Executive officers of NTL who are not NTL directors:

 

 

 

 

 

 

 

 

 
Robert C. Gale(18)   16,929     16,929   *  
Bryan H. Hall(19)   22,581     22,581   *  
Howard S. Kalika(20)   19,646     19,646   *  
Jacques Kerrest(21)   44,000       44,000   *  
Richard H. Martin Jr.(22)   8,000     8,000   *  
Scott E. Schubert(23)   19,646     19,646   *  
Neil Berkett           *  

All present directors and executive officers of NTL as a group: (12 persons)

 

8,078,563

 


 

8,078,563

 

*

 

*
Less than 1%

(1)
Applicable percentage of ownership is based on 85,172,419 shares of common stock outstanding as of December 14, 2005.

(2)
The information concerning FMR Corp. is based solely on a Schedule 13G amendment filed by FMR Corp, with the SEC on September 12, 2005. The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Management & Research Company, a wholly owned subsidiary of FMR Corp. and an investment advisor registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 3,617,960 shares, or 4.3%, of NTL's common stock outstanding as a result of acting as investment advisor to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of NTL common stock owned by the investment companies at December 31, 2004 included warrants convertible into shares of NTL common stock. Edward C. Johnson III, the chairman of

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    FMR Corp., FMR Corp., through its control of Fidelity Management & Research Company, and the various investment companies each have sole power to dispose of these 3,617,960 shares. Neither FMR Corp. nor Edward C. Johnson III, has the sole power to vote or direct the voting of the shares owned directly by the investment companies, which power resides with the funds' boards of trustees. Fidelity Management Trust Company, also a wholly owned subsidiary of FMR Corp. and a bank as defined in Section 3(a) (6) of the Exchange Act, is the beneficial owner of 99,100 shares, or 0.1%, of NTL's common stock outstanding as a result of its serving as investment manager of the institutional accounts. The number of shares of NTL's common stock owned by institutional accounts at August 31, 2005 included warrants convertible into shares of NTL's common stock. Edward C. Johnson III and FMR Corp., through its control of Fidelity Management Trust Company, each have sole dispositive power over 99,100 shares and sole power to vote or to direct the voting of 30,122 shares, and no power to vote or to direct the voting of 68,978 shares of NTL's common stock owned by institutional accounts. Members of the Edward C. Johnson III family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. As a result of voting arrangements in place relating to FMR Corp., members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and various institutional investors. Fidelity International Limited is the beneficial owner of 1,238,606 shares or 1.5% of NTL's common stock. Fidelity International Limited currently operates as an entity independent of FMR and Fidelity. A partnership controlled by Edward C. Johnson III and members of his family owns shares of Fidelity International Limited voting stock with the right to cast approximately 38% of the total votes which may be cast by all holders of Fidelity International Limited stock. FMR and Fidelity International Limited are of the view that they are not acting as a "group" for purposes of Section 13(d) of the Exchange Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other within the meaning of Rule 13d-3 of the Exchange Act. However, FMR and Fidelity International Limited voluntarily file as if all of the shares are beneficially owned by FMR and Fidelity International Limited on a joint basis.

(3)
The information concerning Huff Asset Management is based solely upon a Schedule 13D amendment filed by Huff Asset Management with the SEC on August 18, 2005. The address of Huff Asset Management is 67 Park Place, Morristown, New Jersey 07960. Huff Asset Management, a Delaware limited liability company, and/or other limited partnerships and limited liability companies affiliated with Huff Asset Management for themselves and/or on behalf of separately managed accounts hold, in total, 7,281,105 shares of NTL's common stock. Huff Asset Management is an investment manager with discretionary authority over separate accounts that own the shares. Mr. Huff, one of NTL's directors, is the principal and president of Huff Asset Management. Mr. Huff possesses sole power to vote and direct the disposition of all NTL securities held by or on behalf of the entities named above and/or the managed accounts, subject to internal screening and other securities law compliance procedures.

(4)
The information concerning Oaktree Capital Management is based solely upon a Schedule 13G amendment filed by Oaktree Capital Management with the SEC on February 11, 2005. The address of Oaktree Capital Management is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. Oaktree Capital Management is the general partner or investment manager of the managed funds and third party accounts that directly hold the shares of NTL's common stock. Accordingly, Oaktree Capital Management may be deemed the beneficial owner of 7,164,235 shares of NTL's common stock.

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(5)
The information concerning France Telecom is based solely upon a Schedule 13G amendment filed by France Telecom with the SEC on March 12, 2003. The address of France Telecom is 6 Place d'Allerby, 75505 Paris, Cedex 15, France. France Telecom holds Series A warrants exercisable for 7,118,945 shares of NTL's common stock through its indirect wholly owned subsidiary Rapp 26, a societe anonyme organized under the laws of France. NTL's Series A warrants currently are exercisable at a price of $262.93 share.

(6)
The information concerning Franklin Mutual Advisers is based solely upon a Schedule 13G filed by Franklin Mutual Advisers with the SEC on February 14, 2005. The address of Franklin Mutual Advisers is 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078. Franklin Mutual Advisers is an investment advisor registered under the Investment Advisers Act of 1940. Franklin Mutual Advisers is the investment advisor to investment companies or other managed accounts which are the beneficial owners of 6,661,094 shares of NTL's common stock. Pursuant to investment advisory agreements between Franklin Mutual Advisers and its advisory clients, Franklin Mutual Advisers is vested with all investment and voting power with respect to these shares.

(7)
The information concerning Ameriprise Financial, Inc. is based solely upon a Schedule 13G filed by Ameriprise Financial, Inc. with the SEC on December 8, 2005. The address of Ameriprise Financial, Inc. is 145 Ameriprise Financial Centre, Minneapolis, Minnesota 55474.

(8)
The information concerning Brahman Capital Corp. is based solely upon a Schedule 13G filed with the SEC by Brahman Capital Corp. on October 14, 2005. The address of Brahman Capital Corp. is 350 Madison Ave., 22nd Floor, New York, NY 10017.

(9)
The information concerning Paul Tudor Jones, II is based solely upon a Schedule 13G filed by Paul Tudor Jones, II with the SEC on November 18, 2005. The address of Paul Tudor Jones, II is c/o Tudor Investment Corporation, 1275 King Street, Greenwich, CT 06831. The shares of NTL's common stock are owned directly by Tudor Proprietary Trading, L.L.C. (401,255 shares), The Raptor Global Portfolio Ltd. (3,710,339 shares), The Tudor BVI Global Portfolio Ltd. (748,059 shares) and The Altar Rock Fund L.P. (34, 841 shares). Because Tudor Investment Corporation provides investment advisory services to The Tudor BVI Global Portfolio Ltd. and The Raptor Global Portfolio Ltd., and is the general partner of The Altar Rock Fund L.P., Tudor Investment Corporation may be deemed to beneficially own the shares of NTL's common stock held by those persons. In addition, because Paul Tudor Jones, II is the controlling shareholder of Tudor Investment Corporation and the indirect controlling equity holder of Tudor Proprietary Trading, L.L.C., Mr. Jones may be deemed to beneficially own the shares of NTL's common stock deemed beneficially owned by Tudor Investment Corporation and Tudor Proprietary Trading, L.L.C. Mr. Jones has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition, of 4,894,494 shares of NTL's common stock.

(10)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

(11)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

(12)
Includes options to purchase 353,333 shares of common stock that are exercisable within 60 days after the date hereof.

(13)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

(14)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

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(15)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

(16)
Includes options to purchase 15,000 shares of common stock that are exercisable within 60 days after the date hereof.

(17)
Includes options to purchase 50,000 shares of common stock that are exercisable within 60 days after the date hereof.

(18)
Includes options to purchase 6,329 shares of common stock that are exercisable within 60 days after the date hereof.

(19)
Includes options to purchase 20,000 shares of common stock that are exercisable within 60 days after the date hereof.

(20)
Mr. Kalika served as vice president and chief financial officer of NTL (UK) until June 30, 2005.

(21)
Includes options to purchase 40,000 shares of common stock that are exercisable within 60 days after the date hereof.

(22)
Mr. Martin served as vice president-financial services until June 30, 2005.

(23)
Mr. Schubert served as vice president-corporate development until April 30, 2005.

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Telewest

        The following table sets forth, as of December 13, 2005, information regarding the beneficial ownership of Telewest's common stock by:

    each person who is known by Telewest to be the beneficial owner of more than 5% of Telewest's outstanding common stock;

    each of Telewest's present directors;

    each of Telewest's present executive officers; and

    all of Telewest's present directors and executive officers as a group.

        Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with respect to all shares of Telewest common stock beneficially owned by them.

 
  Amount and Nature of Beneficial Ownership
 
Name of Beneficial Owner

  Common Stock
  Percent Beneficially
Owned(1)

 
5% stockholders of Telewest:          
Huff Asset Management(2)   34,809,501   14.2 %
Fidelity Management & Research Co.(3)   19,666,466   8.0 %
Franklin Mutual Advisers, LLC(4)   19,161,105   7.8 %
Oaktree Capital Management, LLC(5)   14,131,785   5.7 %

Directors of Telewest:

 

 

 

 

 
Anthony (Cob) W. P. Stenham(6)   342,242   *  
Barry R. Elson(7)   465,500   *  
William J. Connors(8)   229,688   *  
John H. Duerden(9)   229,688   *  
Marnie S. Gordon(10)   234,688   *  
Michael Grabiner(11)   229,688   *  
Michael J. McGuiness(12)   229,688   *  
Steven R. Skinner(13)   229,688   *  

Executive officers of Telewest who are not Telewest directors:

 

 

 

 

 
Eric J. Tveter(14)   218,533   *  
Neil R. Smith(15)   72,971   *  
Stephen S. Cook(16)   58,858   *  

All present directors and executive officers of Telewest as a group:

 

2,541,232

 

*

 

*
Less than 1%

(1)
Applicable percentage of ownership is based on 246,007,897 shares of common stock outstanding as of December 14, 2005.

(2)
The information concerning Huff Asset Management is based solely on information disclosed by Mr. Huff in a Schedule 13D amendment filed with the SEC on November 15, 2005. The address of Huff Asset Management is 67 Park Place, Morristown, NJ 07960. Huff Asset Management, a Delaware limited liability company, and/or other limited partnerships and limited liability companies affiliated with Huff Asset Management for themselves and/or on behalf of separately managed accounts hold, in total, 34,809,501 shares of Telewest's common stock. Huff Asset Management is an investment manager with discretionary authority over separate accounts that

123


    own the shares. Mr. Huff is the principal and president of Huff Asset Management and a director of NTL. Mr. Huff possesses sole power to vote and direct the disposition of all Telewest securities held by or on behalf of the entities named above and/or the managed accounts, subject to internal screening and other securities law compliance procedures.

(3)
The beneficial ownership of Fidelity Management & Research Co. listed above is based solely upon a Schedule 13G amendment filed with the SEC by FMR Corp., the parent of Fidelity Management & Research Co., on September 12, 2005. The address of Fidelity Management & Research Co. is 82 Devonshire Street, E31C, Boston, MA 02109. Fidelity Management & Research Company, a wholly owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 15,392,529 shares, or 6.3%, of Telewest's common stock outstanding as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson III, the chairman of FMR Corp., FMR Corp., through its control of Fidelity Management & Research Company, and the various investment companies each have sole power to dispose of these 15,392,529 shares. Neither FMR Corp. nor Edward C. Johnson III, has the sole power to vote or direct the voting of the shares owned directly by the investment companies, which power resides with the funds' boards of trustees. Fidelity Management Trust Company, also a wholly owned subsidiary of FMR Corp. and a bank as defined in Section 3(a) (6) of the Exchange Act, is the beneficial owner of 1,110,692 shares, or 0.5%, of Telewest's common stock outstanding as a result of its serving as investment manager of the institutional accounts. Edward C. Johnson III and FMR Corp., through its control of Fidelity Management Trust Company, each have sole dispositive power over 1,110,692 shares and sole power to vote or to direct the voting of 736,751 shares, and no power to vote or to direct the voting of 373,941 shares of Telewest's common stock owned by institutional accounts. Members of the Edward C. Johnson III family are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. As a result of voting arrangements in place relating to FMR Corp., members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. Fidelity International Limited, Pembroke Hall, 42 Crowlane, Hamilton, Bermuda, and various foreign-based subsidiaries provide investment advisory and management services to a number of non-U.S. investment companies and various institutional investors. Fidelity International Limited is the beneficial owner of 3,163,245 shares or 1.3% of Telewest's common stock. Fidelity International Limited currently operates as an entity independent of FMR and Fidelity. A partnership controlled by Edward C. Johnson III and members of his family owns shares of Fidelity International Limited voting stock with the right to cast approximately 38% of the total votes which may be cast by all holders of Fidelity International Limited stock. FMR and Fidelity International Limited are of the view that they are not acting as a "group" for purposes of Section 13(d) of the Exchange Act and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other within the meaning of Rule 13d-3 of the Exchange Act. However, FMR and Fidelity International Limited voluntarily file as if all of the shares are beneficially owned by FMR and Fidelity International Limited on a joint basis.

(4)
The shares beneficially owned by Franklin Mutual Advisors, LLC, or FMA, are held by open or closed-end investment companies or other management accounts which are advised by FMA, an investment advisor registered under the Investment Advisers Act of 1940. The address of FMA is 51 JFK Parkway, Short Hills, NJ 07078. FMA is an indirect wholly owned subsidiary of Franklin Resources, Inc., or FRI, a diversified financial service organization. Investment advisory agreements between FMA and these investment companies or managed accounts grant to FMA all investment and voting power over the Telewest common stock held by those entities. Neither FRI nor FMA have any interest in dividends or proceeds from the sale of the shares and they

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    disclaim beneficial ownership of any of the shares. The beneficial ownership of FMA is based on a Schedule 13G filed with the SEC by FMA on February 14, 2005.

(5)
The beneficial ownership of Oaktree Capital Management, LLC is based solely upon a Schedule 13G filed with the SEC on February 11, 2005. The address of Oaktree Capital Management, LLC is 333 South Grand Ave., 28th Floor, Los Angeles, CA 90071.

(6)
Includes options to purchase 318,500 shares of common stock that are exercisable within 60 days after the date hereof.

(7)
Includes options to purchase 428,750 shares of common stock that are exercisable within 60 days after the date hereof.

(8)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(9)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(10)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(11)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(12)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(13)
Includes options to purchase 229,688 shares of common stock that are exercisable within 60 days after the date hereof.

(14)
Includes options to purchase 180,000 shares of common stock that are exercisable within 60 days after the date hereof.

(15)
Includes options to purchase 57,650 shares of common stock that are exercisable within 60 days after the date hereof.

(16)
Includes options to purchase 42,038 shares of common stock that are exercisable within 60 days after the date hereof.


Plans for NTL after the Merger

        After the merger, NTL will be a wholly owned subsidiary of Telewest and will be a holding company. Its name will change to NTL Holdings Inc.


Regulatory Matters Relating to the Merger

United Kingdom

        Each of NTL and Telewest conducts nearly all of its business in the U.K. Under the U.K. Enterprise Act 2002, or Enterprise Act, the U.K. Office of Fair Trading, or OFT, has jurisdiction to examine "relevant merger situations," such as the proposed merger of NTL and Telewest. If the OFT believes that it is or may be the case that the merger of NTL and Telewest may be expected to result in a substantial lessening of competition within any market or markets in the U.K. for goods or services, the OFT is under a duty to refer the transaction to the U.K. Competition Commission for a detailed second stage investigation. Pursuant to the terms of the Enterprise Act, the U.K. Secretary of State may intervene to broaden the scope of the regulatory review to include "public interest" considerations (these considerations include plurality of media, that is among other things, the need to ensure that

125



there is a sufficient plurality of persons having control of media enterprises serving audiences in the U.K.) as well as the competition assessment. While there is no prohibition under the Enterprise Act from completing a merger prior to receiving clearance from the U.K. regulatory authorities, the parties have agreed to make the receipt of such approvals conditions to NTL's and Telewest's respective obligations to complete the merger. See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 145. The parties made a voluntary filing with the OFT on October 14, 2005 to initiate the regulatory process. The OFT has an internal and non-binding administrative timetable of 40 working days to decide whether to make a reference to the Competition Commission. The parties notified the OFT on December 5, 2005 that the structure of the transaction was changed pursuant to the merger agreement. The OFT may decide that because the structure of the merger differs from the structure of the merger under the original merger agreement, the merger constitutes a fresh merger situation and re-start its internal administrative timetable as at the date of the announcement of the merger agreement on December 15, 2005. Regardless of this time guideline, the only statutory, binding deadline is that the OFT generally may not make a reference after four months from the date of completion of the relevant merger. There can be no assurance that the OFT will conclude that the merger may not be expected to result in a substantial lessening of competition in the U.K. and decide not to refer the transaction for a detailed investigation by the Competition Commission. Such a detailed investigation may take 24-32 weeks to complete. Similarly, there can be no assurance that, in the event of a reference to the Competition Commission, it will clear the transaction (either unconditionally or subject to remedial undertakings required from NTL and/or Telewest). In the event that the OFT decides not to make a reference, or the Competition Commission (following a full investigation) decides to clear the transaction (either unconditionally or subject to satisfaction of certain conditions), there can be no assurance that a third party will not seek to have the decision reviewed by the U.K. Competition Appeal Tribunal. There can also be no assurance that the Secretary of State will not intervene to broaden the scope of the regulatory review. If the Secretary of State does so intervene, this will delay satisfaction of the conditions to completion of the merger.

        Certain conditions or restrictions that government authorities may require in order to grant regulatory approval could adversely affect the business or financial condition of the combined company following the closing of the merger. These conditions or restrictions could include divestitures relating to operations or assets of NTL or Telewest, or require commitments from NTL or Telewest, that may have a negative impact on the businesses and operations of the companies, or may reduce the anticipated benefits of the merger. Pursuant to the merger agreement, under certain circumstances, NTL and Telewest must continue with the merger despite the imposition of conditions and restrictions as long as such conditions and restrictions would not, individually or in the aggregate, reasonably be expected to have a regulatory material adverse effect. A regulatory material adverse effect has been defined to mean either an NTL material adverse effect or a Telewest material adverse effect, in each case, (i) excluding any effect that would prevent or materially impair the ability of either company to consummate the transactions contemplated by the merger and (ii) including, in certain cases, any loss of, or adverse change in, the relationship of the companies with their respective customers, employees, or suppliers resulting from the pendency or announcement of the transactions contemplated by the merger agreement.

        Furthermore, if an obligation is imposed on, or a binding obligation is sought from, NTL and/or Telewest by any governmental authority (i) to offer access to third parties to the network infrastructure of NTL or Telewest to enable those third parties to offer or provide products and/or services to customers connected directly to that network infrastructure, or (ii) to sell all or any substantial portion of Flextech and Telewest's 50% stake in the UKTV Group, collectively, then this would be deemed to be a regulatory material adverse effect.

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        With respect to regulatory matters relating to telecommunications licensing, NTL is required to notify Ofcom of the change of control of NTL resulting from the merger under the provisions of the Television Licensable Content Services (TLCS) Licenses and Digital Additional Services (DTAS) Licenses held by NTL subsidiaries. NTL will ask Ofcom to confirm that it will not take any action to resolve or modify their TLCS or DTAS licenses on account of the proposed changes.

Republic of Ireland

        Each of NTL and Telewest conducts a small amount of business in the Republic of Ireland. NTL has recently sold its operations in the Republic of Ireland and therefore has a very small presence there; Telewest also has a very limited presence in the Republic of Ireland. Because, under Irish law, the merger will constitute a "media merger" on the basis that one or more of the undertakings involved in the transaction carries on a media business (defined as the provision of a broadcasting service or a broadcasting service platform), the merger was notified to the Irish Competition Authority and the Irish Minister for Enterprise, Trade and Employment. On December 2, 2005, the Irish Competition Authority cleared the merger.


IRS Ruling

        NTL intends to request the IRS ruling from the U.S. Internal Revenue Service to confirm the U.S. federal income tax treatment of a proposed alternative internal restructuring transaction, which would be undertaken after the completion of the merger. This internal restructuring transaction would permit the combined companies to finance some or all of the cash portion of the transaction consideration with funds borrowed by U.K. subsidiaries of the combined company.

        If NTL receives a favorable IRS ruling, NTL has the option, by delivery of written notice to the mandated lead arrangers, to restructure the facilities such that:

    the commitment under the bridge facilities would be reduced by at least £1.2 billion and Tranche B term debt equal in principal amount to such reduction would be added to Tranche A of the senior facilities; and

    the remainder of the commitment under the bridge facilities would be taken out with a high yield bond offering (or bridge facility commitment in anticipation of the same) by NTL Cable ranking pari passu with NTL Cable's existing high yield debt.

        Receipt of the IRS ruling is not a condition to the completion of the merger after April 2, 2006.

        The internal restructuring transaction could provide lower financing costs by permitting some or all of the acquisition financing to be incurred at the level of the combined company's U.K. operating group rather than at the level of its U.S. holding group. See "The Merger—Amount and Source of Funds and Financing of the Merger—Alternative Financing Structure." Even if the IRS ruling is received, it is unlikely that the proposed internal restructuring transaction would be undertaken unless proposed IRS regulations relating to reorganizations involving non-U.S. corporations are issued as final regulations that would apply to the proposed internal restructuring transaction, because it is expected that there would otherwise be a significant U.S. tax liability to the combined company. No assurances can be made that NTL will receive the IRS ruling or, if it receives the IRS ruling, whether the combined company would implement this alternative financing structure.


Accounting Treatment of the Merger

        In accordance with U.S. generally accepted accounting principles, the transaction will be accounted for under the purchase method of accounting. Under the purchase method of accounting, the acquiring enterprise for accounting purposes in a business combination effected through the exchange of stock is presumptively the enterprise whose former common shareholders either retain or receive the larger

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portion of the voting rights in the combined enterprise. As NTL shareholders will receive in aggregate approximately 75% of the voting rights of the combined company on a fully diluted basis based on currently outstanding shares, options and warrants and given NTL's level of representation on the board of directors and management team of the combined company as well as the relative size of other financial and non-financial measures of NTL and Telewest, NTL is deemed to be the accounting acquiror. Accordingly, NTL's assets and liabilities will be brought forward at their net book values. A new basis will be established for Telewest's assets and liabilities based upon the fair values thereof.

        Under this method of accounting, NTL will record the cash paid to Telewest shareholders to redeem the Telewest redeemable common stock, the market value (based on an average of the closing prices of Telewest common stock for a range of trading days from two days before and after October 3, 2005, the announcement date) of the new Telewest common stock issued in connection with the merger, the fair value of the outstanding options to purchase shares of Telewest common stock converted in connection with the merger and the amount of direct transaction costs associated with the merger as the estimated purchase price of acquiring Telewest. NTL will allocate the estimated purchase price to the net tangible and amortizable intangible assets acquired (including customer contracts and lists) based on their respective fair values at the date of the completion of the merger. Any excess of the estimated purchase price over those fair values will be accounted for as goodwill.

        Amortizable intangible assets, currently estimated at £312 million, will generally be amortized over estimated useful life of eight years, resulting in an estimated accounting charge for amortization attributable to these items of approximately £39 million on an annual basis. In accordance with the Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," goodwill resulting from a business combination completed subsequent to June 30, 2001, will not be amortized but instead will be tested for impairment at least annually (more frequently if certain indicators are present). The amount of the estimated purchase price allocated to goodwill, which is based on certain assumptions, is estimated to be approximately £2.1 billion. When NTL management obtains more detailed information and changes the assumptions used in the allocation of the purchase price, amounts preliminarily allocated to goodwill may significantly decrease or be eliminated, and amounts allocated to intangible assets with definite lives may increase significantly, which could result in a material increase in amortization of intangible assets. Refer to note 3 of the unaudited pro forma combined condensed financial statements for a discussion on the sensitivity to earnings that may occur as a result of the final determination of fair value.

        In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of impairment during the fiscal quarter in which the determination is made. The amounts listed in the above paragraph are only preliminary estimates and actual amounts will differ from these estimates.


Federal Securities Law Consequences

        The issuance of shares of Telewest new common stock and Telewest redeemable common stock pursuant to the reclassification is exempt from the registration requirements of the Securities Act. Shares of Telewest new common stock issued pursuant to the reclassification will generally be freely transferable (unless the holder is an affiliate of Telewest).

        The shares of Telewest new common stock issued in the merger will be registered under the Securities Act and will be freely transferable under the Securities Act, except for shares of Telewest new common stock issued to any person who is deemed to be an "affiliate" of NTL at the time of the special meetings. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with NTL and may include NTL's directors

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and executive officers, as well as its significant stockholders. Affiliates may not sell their shares of Telewest new common stock acquired in the merger except pursuant to:

    an effective registration statement under the Securities Act covering the resale of those shares;

    an exemption under paragraph (d) of Rule 145 under the Securities Act; or

    any other applicable exemption under the Securities Act.

        Telewest's registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, does not cover the resale of shares of Telewest new common stock to be received by affiliates in the merger.


Certain Effects of the Merger

    Telewest Capital Structure

        Following the merger, NTL will become a wholly owned subsidiary of Telewest.

    Delisting

        Following the merger, NTL common stock will be delisted from NASDAQ. However, NTL will continue to be a reporting company under the Exchange Act pursuant to the terms of its existing debt obligations. Telewest's ticker symbol will change to "NTLI."

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THE MERGER AGREEMENT

        NTL, Telewest and Original Merger Sub entered into the original merger agreement on October 2, 2005. NTL, Telewest, Original Merger Sub and Merger Sub amended and restated the original merger agreement on December 14, 2005. The following is a summary of certain material terms of the merger agreement. This summary does not purport to describe all the terms of the merger agreement and is qualified by reference to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus and incorporated by reference. All stockholders of NTL and Telewest are urged to read the merger agreement carefully and in its entirety.

        The merger agreement has been included to provide investors with information regarding its terms. The representations, warranties and covenants made by the parties in the merger agreement are subject to the limitations and qualifications as described in the merger agreement. Representations and warranties may be used as a tool to allocate risks between the parties, including where the parties do not have complete knowledge of all facts. Stockholders are not third party beneficiaries under the merger agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of NTL, Telewest, Merger Sub, or any of their respective affiliates. For purposes of this section of the joint proxy statement/prospectus and unless otherwise noted, the term "content group" shall refer to Flextech, sit-up and Telewest's 50% stake in the UKTV Group, collectively.


Structure of the Merger

        Under the merger agreement, Telewest will file the charter amendment to reclassify each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification, into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock, and (ii) one share of Telewest redeemable common stock.

        Immediately following the effective time of the reclassification, Merger Sub, a wholly owned subsidiary of Telewest, will merge with and into NTL, with NTL continuing as the surviving corporation. As a result of the merger, NTL will become a wholly owned subsidiary of Telewest.

        At the effective time of the merger, each share of Telewest redeemable common stock will be automatically redeemed into $16.25 in cash without interest, and each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 2.5 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock.

        At any time prior to the filing of the charter amendment, NTL may elect to have the merger consummated as a forward triangular merger, in which NTL will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity (so long as such election does not delay the merger or adversely affect the financing or the Telewest stockholders or directors).


Effective Time of the Merger

        Unless the parties agree otherwise, the closing of the reclassification and the merger will take place as soon as practicable (and, in any event, within five business days) after all closing conditions have been satisfied or waived (other than conditions that by their nature are to be satisfied at the effective time and will in fact be satisfied at the effective time). See "The Merger Agreement—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147. We are working to complete the merger by the first quarter of 2006. However, we cannot assure you when, or if, all of the conditions to the filing of the charter amendment and the completion of the merger will be satisfied or waived.

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        The reclassification will become effective when the charter amendment is filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL or at such later time as NTL and Telewest may agree and specify in the charter amendment. The merger will become effective immediately after the charter amendment becomes effective.


Certificate of Incorporation; Bylaws

        At the effective time of the reclassification, the certificate of incorporation of Telewest will be restated as set forth in the charter amendment and the second restated certificate of incorporation will become the certificate of incorporation of Telewest, to be renamed NTL Incorporated pursuant to the charter amendment. The bylaws of Telewest in effect prior to the effective time of the reclassification will be the bylaws of Telewest, to be renamed NTL Incorporated.

        At the effective time of the merger, pursuant to the merger, the certificate of incorporation of NTL will be amended to change the name of NTL to NTL Holdings Inc. The bylaws of NTL in effect at the effective time of the merger will be the bylaws of NTL, to be renamed NTL Holdings Inc. following the merger.


Directors and Officers

        The merger agreement provides that the directors and officers of Merger Sub at the effective time of the merger (which directors and officers will be selected by NTL in its sole discretion and appointed by Telewest immediately prior to the effective time of the merger) will be the directors and officers of NTL following the merger.

        Telewest has also agreed to deliver to NTL on the closing date of the merger resignations of each member of Telewest's board of directors effective as of the effective time of the merger, other than Mr. Stenham, who will serve as Deputy Chairman of Telewest's board of directors, and one additional member of the Telewest board of directors selected by NTL with the approval of the Telewest board of directors (not to be unreasonably withheld or delayed). Immediately following such resignations but prior to the effective time of the merger, Telewest has agreed to appoint each member of NTL's board of directors to the board of directors of Telewest, effective as of immediately after the effective time of the merger. NTL has the right to designate the classes in which each newly appointed director of Telewest will serve.

        The board of directors of the combined company will consist of Mr. Mooney, Chairman; Mr. Stenham, Deputy Chairman; Mr. Edwin M. Banks; Mr. Jeffrey D. Benjamin; Mr. Duffy; Mr. Elstein; Mr. Charles K. Gallagher; Mr. Huff; Mr. George R. Zoffinger; Mr. Stephen A. Burch; and one additional Telewest director selected by NTL with the approval of the Telewest board of directors, such approval not to be unreasonably withheld or delayed.

        Telewest has also agreed to appoint certain individuals specified by NTL as officers, in each case effective as of the effective time of the merger. If the individual to be appointed by Telewest as an officer is an employee of Telewest prior to the effective time of the merger, such appointment shall be subject to such individual agreeing to terms of employment that are mutually satisfactory to such individual and NTL, which NTL has agreed to negotiate in good faith.

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        The principal officers of the combined company will include:

Name

  Position
Mr. James F. Mooney*   Chairman
Mr. Anthony (Cob) W. P. Stenham   Deputy Chairman
Mr. Simon P. Duffy*   Executive Vice Chairman
Mr. Stephen A. Burch*   President and Chief Executive Officer
Mr. Neil Berkett***   Chief Operating Officer
Mr. Jacques Kerrest*   Chief Financial Officer
Mr. Neil Smith**   Deputy Chief Financial Officer
Mr. Bryan Hall*   Secretary and General Counsel
Mr. Robert Gale*   Vice President and Controller

*
NTL has the right to change or remove any of these persons for such other person as NTL may designate.

**
While Mr. Smith is intended to have this position with the combined company, no decision has been made as to whether, as a technical matter, he will be employed by Telewest or a subsidiary of Telewest.

***
NTL has the right to change or remove Mr. Berkett for such other persons as NTL may designate. While Mr. Berkett is intended to have this position with the combined company, no decision has been made as to whether, as a technical matter, he will be employed by Telewest or a subsidiary of Telewest.

        Stephen A. Burch, has been appointed President and Chief Executive Officer of NTL effective January 16, 2006. From 1987, Mr. Burch, age 55 years, held a number of positions with Comcast Cable Communications, LLC, a cable company providing basic cable, digital cable and high speed internet services, including serving as President—Atlantic Division since 2000.

        NTL has agreed to appoint Mr. Howard Watson as the Chief Technology Officer but no decision has been made as to whether, as a technical matter, he will be employed by Telewest or a subsidiary of Telewest.


Transaction Consideration; Treatment of Telewest Stock Options, Stock Appreciation Rights and Restricted Stock

        If the reclassification and the merger occur:

    At the effective time of the reclassification, each share of Telewest common stock issued and outstanding immediately prior to the effective time of the reclassification will be reclassified into (i) 0.2875 shares of Telewest new common stock, together with cash in lieu of fractional shares of Telewest new common stock (see "—Fractional Shares" below), and (ii) one share of Telewest redeemable common stock. At the effective time of the merger, each share of Telewest redeemable common stock will be automatically redeemed for $16.25 in cash without interest.

    At the effective time of the merger, each outstanding option to purchase shares of Telewest common stock and each outstanding stock appreciation right with respect to Telewest common stock granted under the Telewest stock incentive plan, whether or not exercisable or vested, will be adjusted to provide that such stock option or stock appreciation right, as the case may be, will be automatically converted on the same terms and conditions (including as to exercisability and vesting, taking into account any acceleration resulting from the merger) into a stock option

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      to acquire, or a stock appreciation right with respect to, the number of shares of Telewest new common stock equal to:

      (A)
      the number of shares of Telewest common stock subject to such stock option or stock appreciation right, as applicable, multiplied by

      (B)
      (i) the sum of (x) $16.25 plus (y) (1) 0.2875 multiplied by (2)(aa) the closing price of a share of NTL common stock as quoted on NASDAQ on the trading day immediately preceding the closing date of the merger, as reported in the New York City edition of The Wall Street Journal, divided by (bb) 2.5, or the NTL Adjusted Per Share Closing Price, divided by (ii) the NTL Adjusted Per Share Closing Price,

      at a price per share of Telewest new common stock equal to (A) the aggregate exercise price or base price for such stock option or stock appreciation right, as applicable, divided by (B) the number of shares of Telewest new common stock to which such stock option or stock appreciation right, as converted as described above, is subject.

    At the effective time of the merger, each share of Telewest restricted stock granted under the Telewest stock incentive plan outstanding at the effective time will be automatically converted into the right to receive the transaction consideration on the same terms applicable to all shares of Telewest common stock.


Merger Consideration; Treatment of NTL Stock Options, Restricted Stock, Restricted Stock Units and Warrants

        If the reclassification and the merger occur, at the effective time of the merger:

    Each share of NTL common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive the merger consideration. Shares held by NTL as treasury stock immediately prior to the effective time will be cancelled in the merger.

    Each outstanding option to purchase shares of NTL common stock, whether or not exercisable or vested, will be automatically converted on the same terms and conditions (including as to exercisability and vesting) into a stock option to acquire the number of shares of Telewest new common stock equal to (A) the number of shares of NTL common stock subject to such stock option, multiplied by (B) 2.5, at a price per share of Telewest new common stock equal to (1) the aggregate exercise price for such stock option divided by (2) the number of shares of Telewest new common stock to which such stock option is subject.

    Each outstanding award of NTL restricted stock and restricted stock units granted under the NTL stock option plans will be automatically converted into an equivalent award based upon shares of Telewest new common stock on the same terms and conditions as immediately prior to the effective time of the merger. The number of shares of Telewest new common stock subject to such converted restricted stock award or restricted stock unit award as applicable, will be equal to the number of shares subject to such NTL restricted stock award or restricted stock unit award, as applicable, multiplied by 2.5 (subject to rounding).

    Each NTL warrant will become automatically exercisable for 2.5 shares of Telewest new common stock at an exercise price of $123.95, in each case subject to further adjustment pursuant to the terms of the NTL warrants. Concurrently with the effective time of the merger, Telewest and NTL will enter into a supplemental warrant agreement with the warrant agent providing for certain adjustments to the NTL warrants as specified in, and as required by, the warrant agreement, on the same terms as prior to the effective time of the merger.

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Exchange of Stock Certificates Following the Merger

        Prior to the effective time of the merger, NTL, with Telewest's prior approval (which shall not be unreasonably withheld or delayed), will select an exchange agent, which Telewest will appoint on terms and conditions determined by NTL and reasonably acceptable to Telewest, to effect (i) the exchange of shares of Telewest common stock for the transaction consideration, and (ii) the exchange of shares of NTL common stock for the merger consideration. Promptly after the effective time, the exchange agent will send to each holder of shares of NTL common stock and Telewest common stock a customary letter of transmittal and instructions for use in such exchange. The letter of transmittal will contain instructions explaining the procedure for (i) surrendering Telewest stock certificates and exchanging uncertificated Telewest shares for the transaction consideration, and (ii) surrendering NTL stock certificates and exchanging uncertificated NTL shares for the merger consideration.

        NTL stockholders and Telewest stockholders should not return their certificates with the enclosed proxy card.

        Telewest redeemable common stock will be issued only in book-entry form and will not be transferable. Prior to the effective time of the reclassification, Telewest will cause the transfer agent for the shares of Telewest common stock to instruct the exchange agent or another financial institution reasonably acceptable to NTL to hold in trust (pending the redemption of the Telewest redeemable common stock) the shares of Telewest redeemable common stock for the benefit of each holder of Telewest common stock immediately prior to the effective time of the reclassification.

        Telewest stockholders who surrender their stock certificates or uncertificated shares, together with a properly completed letter of transmittal, will receive the transaction consideration, without interest and less applicable withholding taxes. After the effective time of the merger, each certificate or uncertificated share that previously represented shares of Telewest common stock will represent only the right to receive the transaction consideration.

        NTL stockholders who surrender their stock certificates or uncertificated shares, together with a properly completed letter of transmittal, will receive the merger consideration. After the effective time of the merger, each certificate or uncertificated share that previously represented shares of NTL common stock will represent only the right to receive the merger consideration.

        If any certificate representing shares of Telewest common stock or NTL common stock has been lost, stolen or destroyed, upon the making of an affidavit of such fact by the person claiming such certificate to be lost, stolen or destroyed, and the posting of a bond (if required by Telewest or the surviving corporation, as the case may be) as indemnity against any future claim, the exchange agent will issue, in exchange for such lost, stolen or destroyed certificate, the transaction consideration to be paid in respect of the shares of Telewest common stock represented by such certificate, or the merger consideration to be paid in respect of the shares of NTL common stock represented by such certificate, as the case may be.

        The exchange agent will deliver to Telewest any portion of the transaction consideration or the merger consideration that has not been distributed within 6 months after the effective time of the merger. After that date, holders of Telewest common stock or NTL common stock who have not complied with the instructions to exchange their certificates or, in the case of uncertificated shares, to transfer their shares, will be entitled to look only to Telewest for payment of the transaction consideration, or the merger consideration, as the case may be, without interest and less applicable withholding taxes.


Fractional Shares

        No fractional shares of Telewest new common stock will be issued in the reclassification. All fractional shares of Telewest new common stock that a holder of shares of Telewest common stock (or a holder of Telewest restricted stock) would otherwise be entitled to receive as a result of the

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reclassification or that a holder of NTL common stock would otherwise be entitled to receive as a result of the merger will be aggregated and if a fractional share results from such aggregation, the exchange agent will pay such stockholder, in exchange for such stockholder's entitlement to such fractional share, an amount in cash without interest determined by multiplying the fractional share interest by the NTL Adjusted Per Share Closing Price.


Quotation of Telewest Stock

        Telewest has agreed to use its reasonable best efforts to cause the shares of Telewest new common stock issued in the merger and pursuant to the reclassification to be approved for quotation on NASDAQ, subject to official notice of issuance.

        NTL's symbol "NTLI" will be used for such shares, assuming Telewest's application for quotation is approved. Approval for quotation on NASDAQ of the shares of Telewest new common stock issuable in the merger and pursuant to the reclassification, subject to official notice of issuance, is a condition to the obligations of NTL and Telewest to file the charter amendment and consummate the merger. See "—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147.


Representations and Warranties

        The merger agreement contains some generally reciprocal representations and warranties made by NTL and Telewest to each other. These representations and warranties are qualified by disclosure schedules that each of NTL and Telewest delivered to the other immediately prior to the signing of the merger agreement. Representations and warranties relating to Merger Sub, the charter amendment, the reclassification contemplated by the charter amendment, the redemption of the Telewest redeemable common stock, the merger consideration, the opinions of the financial advisors and the commitment letter, are made as of December 14, 2005, the date of the merger agreement, and the effective time of the merger, while all other representations and warranties are made as of October 2, 2005, the date of the original merger agreement, and the effective time of the merger.

        These generally reciprocal representations and warranties relate to:

    existence, authorizations and qualifications to conduct business and good standing;

    power and authority to enter into, and carry out the obligations under, the merger agreement, necessary approvals of stockholders, and the enforceability of the merger agreement;

    approval by the board of directors of NTL and Telewest of the merger agreement and the resolution by the board of directors to recommend, in the case of the NTL board of directors, the adoption of the merger agreement by NTL stockholders (other than any affiliates of Telewest), and in the case of the Telewest board of directors, the approval of the charter amendment and the issuance of Telewest new common stock in the merger by Telewest stockholders (other than any affiliates of NTL);

    required governmental filings or consents;

    disclosure of material license consents;

    assets and operations located in the U.S.;

    absence of (i) a breach of the organizational documents of each company or any of its subsidiaries, (ii) required consents, (iii) violations of applicable law, (iv) breaches of certain agreements, instruments, communications licenses and governmental authorizations binding on each company, its subsidiaries or its assets or businesses, and (v) liens on each company's or its subsidiaries' assets, in each case, as a result of the entry into or performance of the merger agreement;

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    capital structure and equity securities of each company;

    existence, authorizations and qualifications to conduct business and good standing of each company's subsidiaries and those subsidiaries' equity securities;

    accuracy and completeness of each company's filings with the SEC and certain representations as to each company's compliance with the U.S. Sarbanes-Oxley Act of 2002;

    accuracy of each company's financial statements, including their preparation in accordance with U.S. GAAP;

    absence of misleading information provided by each company for inclusion or incorporation by reference into this joint proxy statement/prospectus or the registration statement of which this joint proxy statement/prospectus forms a part;

    absence of certain changes or events, and that the conduct of each company's business has been in the ordinary course consistent with past practices, since June 30, 2005;

    absence of undisclosed liabilities;

    compliance with laws and governmental authorizations, and validity of material governmental authorizations;

    other than certain regulatory proceedings in connection with the merger, absence of material litigation and orders by any governmental authority;

    the qualification of the merger as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

    the absence of undisclosed fees to finders or brokers in connection with the transactions contemplated by the merger agreement;

    receipt of fairness opinions from each company's financial advisors; and

    the non-applicability of anti-takeover statutes, including Section 203 of the DGCL.

        In addition, representations and warranties made solely by Telewest relate to:

    proper authorization for and validity of the shares of Telewest new common stock and redeemable common stock to be issued in the merger;

    disclosure of certain material joint venture equity interests, ownership of such securities free and clear of liens and other limitations and restrictions and disclosure of the joint venture agreements relating thereto;

    tax matters;

    employee benefit and labor matters, including compliance with ERISA and certain U.K. laws and regulations;

    environmental matters and compliance with environmental laws;

    material contracts, including disclosure and enforceability of such contracts;

    intellectual property rights;

    title and sufficiency of Telewest's properties and assets;

    insurance coverage for Telewest's properties, assets, employees and operations, and the sufficiency of such insurance coverage;

    certain matters relating to Telewest's restructuring in 2004; and

    absence of any insolvency proceedings commenced by, or against, Telewest or its subsidiaries.

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        With respect to the representations and warranties in the merger agreement that are made by Telewest that relate to the UKTV Group, those representations and warranties are deemed to have been made to the actual knowledge of Telewest's executive officers after reasonable inquiry.

        NTL has also made certain representations and warranties relating to the non-ownership of Telewest securities by NTL, the availability of funds sufficient to pay the cash portion of the transaction consideration, including the completeness and enforceability of the commitment letter relating to the financing of such funds and certain actions to render the NTL rights plan inapplicable to the merger.

        Many of the representations and warranties made by each of NTL and Telewest are qualified by a material adverse effect standard. For purposes of the merger agreement, a "Telewest material adverse effect" means:

    a material adverse effect on the financial condition, business, assets, liabilities, properties or results of operations of Telewest and its subsidiaries, taken as a whole, excluding any such effect resulting from (i) changes generally affecting the industries in the U.K. in which Telewest and its subsidiaries operate except to the extent such changes disproportionately affect Telewest and its subsidiaries, (ii) changes generally affecting global economic conditions or financial markets in the U.S. or the U.K., except to the extent such changes disproportionately affect Telewest and its subsidiaries, (iii) changes that are the result of acts of war or terrorism, except to the extent such changes disproportionately affect Telewest and its subsidiaries, (iv) any loss of, or adverse change in, the relationship of Telewest and its subsidiaries with their respective customers, employees or suppliers resulting from pendency or the announcement of the transactions contemplated by this Agreement, (v) the effects of any restructuring of Telewest's content group or other action taken or omitted to be taken at the direction or request of NTL, or (vi) the failure to obtain certain waivers from BBC Worldwide relating to the UKTV Group; or

    an effect which prevents or materially delays or materially impairs the ability of Telewest or Merger Sub to consummate the transactions contemplated by the merger agreement.

        Similarly, for purposes of the merger agreement, an "NTL material adverse effect" means:

    a material adverse effect on the financial condition, business, assets, liabilities, properties or results of operations of NTL and its subsidiaries, taken as a whole, excluding any such effect resulting from (i) changes generally affecting the industries in the U.K. in which NTL and its subsidiaries operate except to the extent such changes disproportionately affect NTL and its subsidiaries, (ii) changes generally affecting global economic conditions or financial markets in the U.S. or the U.K., except to the extent such changes disproportionately affect NTL and its subsidiaries, (iii) changes that are the result of acts of war or terrorism, except to the extent such changes disproportionately affect NTL and its subsidiaries, or (iv) any loss of, or adverse change in, the relationship of NTL and its subsidiaries with their respective customers, employees or suppliers resulting from the pendency or the announcement of the transactions contemplated by the merger agreement; or

    an effect which prevents or materially delays or materially impairs NTL's ability to consummate the transactions contemplated by the merger agreement.

        The representations and warranties contained in the merger agreement will not survive the consummation of the merger, but they form the basis of specified conditions to the parties' obligations to complete the merger. See "—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147.

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Covenants

Telewest's Interim Operating Covenants

        Telewest has agreed that, from October 2, 2005 until the effective time of the merger, it and its subsidiaries will conduct their businesses in the ordinary course and in material compliance with all material applicable laws and all material governmental authorizations, and will use their reasonable best efforts to preserve intact their respective business organizations and relationships with third parties, maintain in effect and, subject to certain exceptions, renew all material communications licenses and other material governmental authorizations, and not terminate any of their employees other than in the ordinary course of business consistent with past practices. In addition, except as expressly contemplated by the merger agreement, the commitment letter related to the financing or as NTL may approve in writing (such approval not to be unreasonably withheld or delayed), Telewest has agreed to specific restrictions that prohibit it and its subsidiaries from October 2, 2005 until the effective time of the merger from:

    amending the charter document or other organizational documents of Telewest or any of its subsidiaries;

    (i) splitting, combining or reclassifying any shares of its capital stock, (ii) amending any term of any of its outstanding equity securities, (iii) declaring or paying any dividend or making any other distribution in respect of its shares of capital stock or other securities, or (iv) redeeming, repurchasing, canceling or otherwise acquiring any of its securities, other than the cancellation of Telewest's stock options when such stock options are exercised;

    (i) liquidating, dissolving, merging, consolidating, restructuring, recapitalizing or engaging in any intercompany or other material reorganization, (ii) engaging in any restructuring or intercompany reorganization involving the shares, liabilities (including intercompany liabilities) or all or a significant portion of a business of Telewest or any of its subsidiaries (including any reorganization or restructuring of any part of Telewest's content group), or (iii) proposing any resolution for its winding up, or commencing any negotiations with its creditors;

    issuing, delivering or selling any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such capital stock or any such convertible securities, other than (i) the issuance of any shares of Telewest common stock upon the exercise of Telewest stock options outstanding as of October 2, 2005 in accordance with their terms as of that date, and (ii) the granting of Telewest stock options or awards under the Telewest Long-Term Incentive Plan, subject to certain limitations;

    incurring any capital expenditures or any obligations or liabilities in connection therewith, except for (i) those contemplated by Telewest's capital expenditure budget for the fiscal years 2005 and 2006, and (ii) any unbudgeted capital expenditures relating to the fiscal year 2005 or 2006 not exceeding 5% of the aggregate budgeted amount for such fiscal year;

    except for capital expenditures described above, acquiring, directly or indirectly, any material amount of assets or any business, other than (i) assets used in the ordinary course of business of Telewest and its subsidiaries in a manner consistent with past practices, and (ii) other acquisitions not exceeding £10,000,000 in the aggregate;

    selling, leasing, assigning, licensing or otherwise disposing of any of its properties or assets that are material to Telewest, any of its significant subsidiaries, or subsidiaries included in the Telewest content group, individually or in the aggregate, other than (i) finance leases entered into in connection with capital expenditures discussed above, or (ii) in the ordinary course of business consistent with past practices;

    creating, incurring, assuming or guaranteeing any indebtedness for borrowed money or modifying any of the terms of such outstanding indebtedness, other than (i) as permitted in connection

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      with capital expenditures described above, (ii) any indebtedness among Telewest and its wholly owned subsidiaries or among those subsidiaries, or (iii) additional amounts available under Telewest's existing revolving credit facilities not to exceed £30,000,000 in the aggregate;

    entering into or replacing any agreement relating to any interest rate or currency hedging, swaps, or similar agreements, other than interest rate swaps on customary commercial terms not to exceed £25,000,000 of aggregate notional debt;

    creating or incurring any lien on any material asset other than (i) any immaterial lien in the ordinary course of business consistent with past practices, (ii) in connection with the finance leases permitted in connection with the capital expenditures or (iii) other liens not to exceed £5,000,000 in the aggregate;

    making any loan, advance or investment to or in any person other than (i) investments in its wholly owned subsidiaries made in the ordinary course of business consistent with past practices or (ii) pursuant to agreements in effect as of October 2, 2005 previously disclosed to NTL or entered into by Telewest in compliance with the merger agreement;

    entering into, terminating, renewing or amending in any material respect, or failing to enforce any material provision of, any material contracts of Telewest or its subsidiaries as disclosed or required to be disclosed pursuant to the merger agreement or that would have been required to be disclosed pursuant to the merger agreement had it existed on or before October 2, 2005, other than, in the case of certain of these material contracts, in the ordinary course of business or as permitted by the merger agreement;

    terminating, renewing, suspending or amending in any material respect any material governmental authorization;

    subject to certain exceptions, (i) increasing the amount of compensation, bonus or other benefits payable to any current or former director, officer or employee of Telewest or its subsidiaries, (ii) granting or increasing any severance or termination pay or benefits to any current or former director, officer or employee of Telewest or any of its subsidiaries, (iii) establishing, paying, agreeing to grant or increasing any special bonus, retention bonus or any similar benefit under any plan or other arrangement, (iv) entering into or amending any employment, severance, change in control, tax gross-up, deferred compensation or other similar arrangement, (v) hiring any employee with an annual base salary in excess of £75,000, (vi) entering into or amending in any material respect any collective bargaining agreement or other contract with any labor union or organization, (vii) establishing, adopting, amending or terminating any Telewest employee plan (or any similar plan or arrangement adopted after the date of the merger agreement), or (viii) entering into or amending any agreement or arrangement with any current or former director, officer, employee, or independent contractor or committing to provide any payment or any benefit to any such individual that, in each case, would have been required to be disclosed pursuant to the merger agreement if it had existed on or before October 2, 2005;

    changing Telewest's method of accounting or accounting principles or practice, except for changes required by U.S. GAAP or U.S. federal securities laws, as approved by Telewest's independent public accountants;

    making any material tax election other than in the ordinary course of business (provided that neither Telewest nor any of its subsidiaries is permitted to make any U.S. tax elections without the prior written consent of NTL);

    settling, or proposing to settle, any litigation, investigation, arbitration, proceeding or other claim involving or against Telewest or any its subsidiaries that is material to Telewest and its subsidiaries, taken as a whole;

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    subject to certain exceptions and except as required by applicable law or as contemplated in the business plan previously disclosed to NTL, adding or voluntarily deleting any channels, or changing its channel lineup, or committing to do so;

    launching any new channels, subject to certain exceptions and except as necessary to comply with any requirement of any governmental authority, in accordance with agreements in effect as of October 2, 2005, or as contemplated in the business plan previously disclosed to NTL;

    subject to certain exceptions, converting any billing systems or any material portion thereof;

    taking any action that is reasonably likely to result in the closing condition relating to Telewest's representations, warranties and covenants, or the closing condition relating to the absence of a Telewest material adverse effect, not being satisfied (see "—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147); or

    agreeing or committing to do any of the foregoing.

        With respect to the covenants described above, and the other covenants of Telewest described in this section, NTL and Telewest have agreed that, to the extent such covenants apply to subsidiaries of Telewest that are members of the UKTV Group, Telewest will not be obligated to take or refrain from taking any action, as the case may be, to the extent it lacks the right to do so or if that action would result in a breach of fiduciary duties of Telewest, its subsidiaries or those of its representatives on the board of directors of any member of the UKTV Group.

NTL's Interim Operating Covenants

        NTL has agreed that, from October 2, 2005 until the effective time of the merger, it and its subsidiaries will conduct their businesses in the ordinary course and in material compliance with all material applicable laws and all material governmental authorizations, and will use their reasonable best efforts to preserve intact their respective business organizations and relationships with third parties, and keep available the services of their officers and key employees. In addition, except as expressly contemplated by the merger agreement or as Telewest may approve in writing (such approval not to be unreasonably withheld or delayed), NTL has agreed to specific restrictions that prohibit it from October 2, 2005 until the effective time of the merger from:

    adopting or proposing any change in NTL's certificate of incorporation or bylaws;

    (i) declaring, setting aside or paying any dividend or making any other distribution in respect of any shares of its capital stock, (ii) making any tender or exchange offer for NTL common stock at a premium to the then-existing market price of such NTL common stock, (iii) splitting, combining or reclassifying any shares of its capital stock, or (iv) issuing, delivering or selling any shares of its capital stock, other than (A) issuances of any shares of NTL common stock upon the exercise of NTL stock options in accordance with their terms as of October 2, 2005, (B) issuances pursuant to the exercise of warrants outstanding as of October 2, 2005, (C) the granting of options to acquire NTL common stock or restricted stock of NTL in the ordinary course of business, and (D) issuances of stock or grants of stock options in connection with any merger, acquisition or other business combination, or other material transaction that, in any such case, does not require any approval of NTL stockholders with limited exceptions;

    liquidating, dissolving, merging, consolidating, restructuring, recapitalizing or engaging in any other material reorganization in respect of NTL, or proposing any resolution for its winding up, or commencing any negotiations with its creditors;

    entering, or permitting its subsidiaries to enter, into any transaction that would reasonably be expected to materially delay the completion of the merger;

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    taking any action that is reasonably likely to result in the closing condition relating to NTL's representations, warranties and covenants, or the closing condition relating to the absence of an NTL material adverse effect, not being satisfied (see "—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147); and

    agreeing or committing to do any of the foregoing.

Board Recommendations; Stockholder Meetings

        Telewest has agreed that it shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval of the charter amendment and the issuance of Telewest new common stock in the merger. Subject to its fiduciary duties, the Telewest board of directors will recommend the approval of the charter amendment and the issuance of Telewest new common stock in the merger by Telewest stockholders (other than any affiliates of NTL). If the Telewest board of directors withdraws or adversely qualifies or modifies its recommendation, or recommends an alternative acquisition proposal, Telewest will still be obligated to call and hold a meeting of its stockholders to vote on the merger agreement unless it terminates the merger agreement in accordance with the termination provisions discussed below. See "—Termination of the Merger Agreement" beginning on page 150 for a discussion of each party's ability to terminate the merger agreement.

        Similarly, subject to its fiduciary duties, NTL has agreed that it shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption of the merger agreement. Subject to its fiduciary duties, the NTL board of directors will recommend the adoption of the merger agreement by NTL stockholders (other than any affiliates of Telewest). If the NTL board of directors withdraws or adversely qualifies or modifies its recommendation, or recommends an alternative acquisition proposal, NTL will still be obligated to call and hold a meeting of its stockholders to vote on the merger agreement, unless it terminates the merger agreement in accordance with the termination provisions discussed below.

No Solicitation of Acquisition Proposals by Telewest

        Telewest has agreed that neither it nor any of its subsidiaries, nor any of their officers or directors will, and that it will cause its and its subsidiaries, employees, agents and representatives not to, directly or indirectly, initiate, solicit or knowingly encourage or facilitate any acquisition proposal (as described below). Telewest has further agreed that neither it nor any of its subsidiaries, nor any of their officers or directors will, and that it will cause its subsidiaries, employees, agents and representatives not to, directly or indirectly:

    engage in any negotiations with, provide any confidential information or data to, or have any discussions with, any person relating to an acquisition proposal, or otherwise knowingly encourage or facilitate any effort or attempt to make or implement an acquisition proposal;

    amend or grant any waiver or release under any standstill or similar agreement with respect to any equity securities of Telewest or any of its subsidiaries (unless NTL's obligations under the NTL/Telewest confidentiality agreement are simultaneously waived);

    approve any transaction under, or any third party becoming an "interested stockholder" under, Section 203 of the DGCL;

    amend or grant any waiver or release or approve any transaction or redeem any rights under Telewest's rights agreement;

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    in connection with an acquisition proposal, withdraw or adversely modify or qualify the Telewest board of directors' recommendation to Telewest stockholders (other than any affiliates of NTL) to approve the charter amendment and the issuance of Telewest new common stock in the merger; or

    enter into any definitive agreement with respect to an acquisition proposal.

        For purposes of the merger agreement, an "acquisition proposal" is any offer or proposal with respect to any of the following, whether in one transaction or a series of related transactions:

    any acquisition or purchase, direct or indirect, of 20% or more of the consolidated assets of Telewest or any of its subsidiaries that contributes in excess of 10% of Telewest's consolidated income or holds in excess of 10% of Telewest's consolidated assets (sometimes referred to in this joint proxy statement/prospectus as a significant subsidiary), or over 20% of any class of equity or voting securities of Telewest or any of its significant subsidiaries;

    any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in a third party beneficially owning 20% or more of any class of equity or voting securities of Telewest or any of its significant subsidiaries; or

    any merger, consolidation, share exchange, business combination, sale of assets outside the ordinary course of business, spin-off, other disposition, joint venture, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Telewest or any of its subsidiaries that involves the acquisition, purchase, conversion or disposition, direct or indirect, of (A) more than 20% of any class of equity or voting securities of Telewest or any of its significant subsidiaries, (B) assets, individually or in the aggregate, constituting more than 20% of the consolidated assets of Telewest or any of its significant subsidiaries, or (C) all or a significant portion of Telewest's or any of its subsidiaries' ownership interest in, or all or a significant portion of the assets of, the Telewest content group.

        Notwithstanding the foregoing, at any time prior to the approval of the charter amendment and the issuance of Telewest new common stock in the merger by Telewest stockholders, Telewest is permitted to:

    (A)
    provide information in response to a request by a person who has made an unsolicited bona fide written acquisition proposal as long as Telewest enters into a confidentiality agreement with that person on terms no less favorable to Telewest than those contained in the NTL/Telewest confidentiality agreement (provided that the confidentiality agreement with such person may contain less favorable standstill provisions as long as NTL's obligations under the standstill provisions contained in the NTL/Telewest confidentiality agreement are simultaneously waived);

    (B)
    engage in any negotiations or discussions with any person who has made an unsolicited bona fide written acquisition proposal as long as Telewest enters into a confidentiality agreement with that person as described in clause (A) above; or

    (C)
    withdraw or adversely modify or qualify the Telewest board of directors' recommendation to Telewest stockholders (other than any affiliates of NTL) to approve the charter amendment and the issuance of Telewest new common stock in the merger in connection with that acquisition proposal;

        but Telewest may take the above actions, if and only if:

    with respect to clauses (A), (B) and (C) above, the Telewest board of directors determines in good faith after consultation with outside legal counsel that such action is necessary to comply with its fiduciary duties;

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    with respect to clauses (B) and (C) above, the Telewest board of directors determines in good faith after consultation with its financial advisor and its outside legal counsel that such acquisition proposal, if accepted, is reasonably likely to be consummated, taking into account all legal, financial and regulatory aspects of the proposal, the likelihood of obtaining financing, and the person making the proposal, and if consummated would result in a transaction more favorable to Telewest stockholders from a financial point of view than the transactions contemplated by the merger agreement, taking into account any changes proposed by NTL with respect to its pending transaction with Telewest; and

    with respect to clause (C) above, NTL has had written notice of Telewest's intention to take the action referred to above at least 20 business days prior to the taking of such action by Telewest (which notice shall attach the most current version of the agreement relating to the acquisition proposal in question and a summary of any other material terms relating thereto) and Telewest has during such 20 business day period negotiated in good faith with NTL with respect to any changes NTL wished to make with respect to its proposal.

        In addition, any more favorable acquisition proposals referred to in clauses (B) or (C) above must constitute an acquisition proposal that involves the acquisition, directly or indirectly, of 50% or more of the voting power of the Telewest common stock or the assets of Telewest and its subsidiaries taken as a whole.

        Telewest has agreed to notify NTL promptly if it receives an acquisition proposal from any person, or if any person seeks any information from Telewest, or seeks to initiate or continue discussions or negotiations with Telewest, in connection with an acquisition proposal. Telewest has also agreed to identify to NTL the person making the acquisition proposal and to provide details of the material terms and conditions of such acquisition proposal and to keep NTL informed of any changes in the status, terms and material details of such acquisition proposal. Telewest has also agreed to provide NTL a copy of any information provided to a person making an acquisition proposal. In determining what actions are necessary for the Telewest board of directors to comply with their fiduciary duties, they may consider the transactions contemplated by the merger agreement to be structured as they were under the original merger agreement, except to the extent that the consent of third parties is no longer required.

Efforts to Complete the Merger

        NTL and Telewest have each agreed to use (and to cause their respective subsidiaries to use) their reasonable best efforts to take all actions and do all things necessary, proper or advisable under the merger agreement and under applicable law to consummate and make effective as promptly as practicable the merger and the other transactions contemplated by the merger agreement.

        In furtherance of this obligation, each of NTL and Telewest has agreed to:

    assist, consult and cooperate with each other in preparing and making appropriate submissions, filings and notifications, and supplying any requested non-privileged material available, to certain U.K. and other appropriate governmental authorities in connection with the merger and NTL's and Telewest's communications licenses (including, in each case, any amendments or revisions to such submissions, filings, notifications or materials to reflect the merger and the other transactions contemplated by the merger agreement), and NTL has the right to direct the content of such submissions, filings, notifications or materials, and the related process, which content and process shall be reasonably satisfactory to Telewest;

    promptly use its reasonable best efforts to avoid the entry of, or vacate or remove, any permanent, preliminary or temporary injunction or other order, decree or judgment by any

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      governmental authority that would delay, restrain, enjoin or otherwise prohibit the transactions contemplated by the merger agreement; and

    take all other actions reasonably necessary to secure the satisfaction of the closing conditions relating to U.K. regulatory approval. See "—Conditions to the Filing of the Charter Amendment and the Completion of the Merger" beginning on page 147.

        Notwithstanding the foregoing, NTL and Telewest have agreed that neither the obligations described above nor the "reasonable best efforts" standard will require NTL or Telewest or any of their respective subsidiaries or other affiliates, in order to obtain any approvals, consents, authorizations and other confirmations to be obtained from any governmental authority or governmental antitrust authority or otherwise to satisfy the closing conditions relating to U.K. regulatory approval, to:

    offer the U.K. Office of Fair Trading undertakings in lieu of a reference pursuant to Section 73 of the Enterprise Act (other than following a remittal of the merger back to the U.K. Office of Fair Trading for reconsideration pursuant to Section 120(5) of the Enterprise Act);

    offer the U.K. Secretary of State undertakings in lieu of a reference pursuant to paragraph 3 of Schedule 7 of the Enterprise Act (other than following a remittal of the merger back to the U.K. Secretary of State for reconsideration pursuant to Section 120(5) of the Enterprise Act);

    appeal any decision by the U.K. Office of Fair Trading or the U.K. Secretary of State to refer the merger or the other transactions contemplated by the merger agreement to the U.K. Competition Commission;

    (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending any such action, or (B) propose, negotiate or offer to effect, or consent or commit to, any such action described in clause (A) in relation to, before or after the effective time, any assets, licenses, operations, rights, businesses or interest therein of NTL or Telewest (or any of their respective subsidiaries or other affiliates); or

    take or agree to take any action or agree or consent to any limitations or restrictions on freedom of actions with respect to, or its ability to retain, or make changes in, any such assets, licenses, operations, rights, product lines, businesses or interest therein of NTL or Telewest (or any of their respective subsidiaries or other affiliates);

unless, in the case of the requirements described in the last two bullet points above, such requirements would not, individually or in the aggregate with all other such requirements, reasonably be expected to have a Telewest material adverse effect or an NTL material adverse effect but (i) excluding, in these cases, any effect that would prevent or materially impair the ability of either company to consummate the transactions contemplated by the merger agreement and (ii) including, in certain cases, taking into consideration any loss of, or adverse change in, the relationship of the companies with their respective customers, employees, or suppliers resulting from the pendency or announcement of the transactions contemplated by the merger agreement (such effects referred to in this joint proxy statement/prospectus as a "regulatory material adverse effect"). Notwithstanding the foregoing, NTL and Telewest have agreed that a regulatory material adverse effect will be deemed to arise if an obligation is imposed on, or a binding undertaking is sought from, NTL and/or Telewest by any governmental authority or governmental antitrust authority requiring NTL and/or Telewest to (i) offer access by third parties to the network infrastructure of NTL or Telewest (or any of their respective subsidiaries or other affiliates) to enable those third parties or any other third parties to offer or provide products and/or services to customers connected directly to that network infrastructure, or (ii) sell, transfer, dispose of or divest, or hold separate all or a significant portion of, the Telewest content group (excluding sit-up).

        Notwithstanding anything to the contrary in the merger agreement, Telewest has agreed that it and its subsidiaries will refrain from taking, or agreeing to take, any of the actions described above in this

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section without the prior written agreement of NTL. NTL may compel Telewest to take or agree to take any of the options described above if such actions are only effective after the merger becomes effective. NTL has agreed to exercise its right to prohibit the actions referred to above in this section reasonably (other than as to the actions described above in the first two bullet points). NTL's prohibition of Telewest from taking any action described above in the last two bullet points will be deemed reasonable if such actions would, individually or in the aggregate with all other requirements described above, reasonably be expected to have a regulatory material adverse effect.

Additional Cooperation Covenants of Telewest

        Telewest has agreed, upon the request of NTL, to, and to cause its subsidiaries to, assist and cooperate with NTL in connection with any proposed (i) sale of all or a substantial portion of the Telewest content group to, or (ii) entry into, a joint venture or other business combination transaction relating to the Telewest content group with, in either case, one or more third parties (any of these transactions is referred to in this joint proxy statement/prospectus as a "content group transaction") on such terms and conditions as NTL shall determine. NTL has agreed to (i) consult with Telewest and give reasonable consideration to the views of Telewest as to the manner of effecting any content group transaction, (ii) allow representatives of Telewest to participate fully in any negotiations with a third party in connection with any content group transaction, (iii) reimburse Telewest and its subsidiaries and the members of the content group for their reasonable out-of-pocket costs and expenses in connection with their assistance and cooperation and (iv) provide that no obligation of Telewest or any of its subsidiaries under any agreement or instrument with respect to any content group transaction shall be effective until the effective time of the merger.

        Telewest has also agreed to cooperate with NTL on any restructuring of Telewest's content group in order to prepare for a content group transaction as long as NTL agrees to compensate Telewest for any significant cost or detriment related thereto in the event that the merger agreement is terminated.

        Telewest has agreed to cooperate with NTL in connection with any content group transaction, including giving the other party to such transaction and its advisors reasonable access to the books and records of Telewest and its subsidiaries and assisting in making any customary filings with, or obtaining customary approvals from, any governmental authority.

        Telewest has also agreed to take such actions and to provide such assistance, information and access as is reasonably requested by NTL in connection with any financial assistance whitewash procedure required under the U.K. Companies Act 1985 to be undertaken by Telewest's subsidiaries to give financial assistance for the purpose of obtaining financing for the transactions contemplated by the merger agreement and any integration or restructuring to be implemented after the effective time of the merger.

        Telewest has also agreed to, and to cause its subsidiaries to, assist and cooperate with NTL to obtain the IRS ruling and to take measures so that the combined company can comply with the applicable provisions of the Sarbanes-Oxley Act of 2002, including those relating to the reliability of the combined company's financial reporting and the preparation of the combined company's financial statements.

        Upon the request of NTL, Telewest has also agreed to withdraw the request made by Telewest for the IRS ruling filed with the U.S. Internal Revenue Service on September 1, 2005, or seek permission from the U.S. Internal Revenue Service to revoke any specified tax election previously made by Telewest or any of its subsidiaries.

        Telewest has also agreed to assist and cooperate with NTL with respect to NTL's proposed acquisition of Virgin Mobile.

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        Telewest has also agreed to assist and cooperate with NTL with respect to any dealings with BBC Worldwide and its affiliates.

Indemnification of Telewest and NTL Officers and Directors

        Telewest has agreed that for six years after the effective time it will indemnify and hold harmless to the fullest extent permitted under applicable law the present and former officers and directors of Telewest and NTL (each, referred to as an "indemnified person") against any costs, expenses or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions by such indemnified person in their capacity as a director or officer of Telewest or NTL, as the case may be, occurring at or prior to the effective time. Telewest has also agreed to advance reasonable expenses as incurred to the fullest extent permitted by applicable law in connection with such claims, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person was not entitled to such indemnification.

        In addition, for six years after the effective time of the merger, Telewest has agreed to provide directors' and officers' liability insurance with a suitable insurer, or to purchase from a suitable insurer, a "tail" insurance policy with respect to acts or omissions occurring prior to the effective time of the merger covering the present and former officers and directors of Telewest currently covered by Telewest's officers' and directors' liability insurance policy, on terms no less favorable than those of the policy in effect on October 2, 2005, provided that if the aggregate insurance premium for such insurance exceeds £6,000,000 per annum, Telewest shall provide a policy with the best coverage available for £6,000,000 per annum.

Employee Benefits

    &