67LF Barclays 25

RNS Number:3986L
Cable & Wireless PLC
Cable & Wireless Communications Limited
30 May 2000

                                    
NOT  FOR  RELEASE,  PUBLICATION OR DISTRIBUTION IN  OR  INTO  CANADA,  JAPAN 
OR AUSTRALIA.  THE TRANSACTION REFERRED TO IN THIS PRESS RELEASE IS NOT AN
OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.  SECURITIES MAY NOT BE
OFFERED OR SOLD IN  THE UNITED STATES ABSENT REGISTRATION UNDER THE US
SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION.
                                        
                                                                               
      Cable and Wireless plc ("Cable & Wireless"), NTL Incorporated ("NTL")
               and Cable & Wireless Communications Limited ("CWC")
                                        
      Joint announcement relating to the acquisition of CWC DataCo by
      Cable & Wireless and the acquisition of CWC ConsumerCo by NTL
      (the "Transaction")
                                        
                                      
                                        
                              Transaction completes
                                        
                                        
The parties are delighted to announce that the Transaction has completed
today.

Barclay Knapp, President and Chief Executive of NTL said:

"This is a great day for NTL. We have eagerly awaited the completion of our
acquisition of CWC ConsumerCo, which establishes NTL as the leading broadband
communications company in the UK. We are dedicated to bringing the benefits of
NTL's industry-leading services to our customers - both within and outside our
franchise areas and we are working with CWC ConsumerCo's management and staff
to implement our integration plans to achieve that aim."


Graham Wallace, Chief Executive of Cable & Wireless said:

"I  am  delighted  that  the Transaction with NTL has  been  completed  and 
the restructuring  of  CWC  is  now  a reality.  The  inclusion  of  CWC's 
business operations as part of Cable & Wireless Global is crucial to our
strategic  focus as  a group and will enable us to serve the key business
markets of the US,  UK, Europe and Japan on an integrated global basis."

At  completion  Cable & Wireless issued 327,471,046 new Cable & Wireless 
shares which will be admitted to trading on the London Stock Exchange
tomorrow, 31  May 2000.  In addition application has been made to list a
further 7,246,377 Cable & Wireless shares which have been allotted to NTL
(which NTL has already placed in the  market) in satisfaction of certain
obligations arising under the Transaction  Agreement.  The shares allotted to
NTL are expected to be  admitted to trading on the London Stock Exchange on 2
June 2000.

NTL  also completed the sale of $4.5 billion (#2.8 billion) of NTL common 
stock and  preferred  stock  to France Telecom.  NTL will use the  proceeds 
from  the France  Telecom  investment to fund the cash portion  of  the 
payments  to  CWC shareholders.

In  connection  with  the  Transaction, NTL has entered  into  two  bank 
credit facilities with Chase Manhattan Bank and Morgan Stanley Senior Funding,
Inc. to refinance indebtedness and for working capital purposes.

The  accounts  of  shareholders who held CWC shares in CREST  will  be 
credited tomorrow,  31  May  2000, with their cash consideration  and  Cable 
&  Wireless shares.   For  those  shareholders who held CWC  shares  in 
certificated  form, cheques  for  their  cash consideration and Cable &
Wireless share  certificates will be despatched by 13 June 2000.

NTL stock certificates will be despatched to all shareholders by 13 June 2000.

Enquiries   
                                          
Shareholder Helpline: 0845 603 9218

Cable & Wireless                   NTL     
           
Chris Tyler, Investor Relations    John Gregg
020 7315 4460                      020 7909 2000                     

Penny Berger, Investor Relations   Richard J. Lubasch
020 7315 6225                      001 212 906 8470
                                                      
Susan Cottam, Media                Alison Kirkwood       
020 7315 4410                      01256 752662     
                                                      
Peter Eustace, Media               Will Robson      
020 7315 4495                      01256 752661
                                                      
                                   Dominic Shales
                                   020 7413 3142    
  
CWC                                                   
Samantha Ashworth, Investor Relations
020 7674 5303                          
                       
Roy Payne, Media
020 7674 5387                           
                       
Caroline Keppel-Palmer, Media
020 7674 5416                         
                                                         
Greenhill & Co.                     Morgan Stanley Dean Witter    
020 7440 0400                       020 7425 5000     
(advisers to Cable & Wireless)      (advisers to NTL)    
James Lupton                        Paulo Pereira 
David Wyles                         John Krumins         
                                                      
Merrill Lynch
020 7628 1000         
(advisers to CWC)                                     
Bob Wigley                                            
Richard Snow
Gary Narunsky                                         
                                          
CSFB  020 7888 8888       
(advisers to the independent directors of CWC (being Sir Bryan
Carsberg, JMJ Keenan, Valerie F Gooding, JF Killian and FV Salerno)
in respect of the Cable & Wireless Acquisition and advisers to the
directors of CWC  in respect of the NTL Acquisition)
Michael Harrison                                             
Ian Brown    

Greenhill & Co. International Limited ("Greenhill  &  Co."),
which  is  regulated in the United Kingdom by The Securities
and  Futures  Authority  Limited,  is  acting  as  financial
adviser  to  Cable & Wireless in relation to the Transaction
and  to no one else and will not regard any other person  as
its customer or be responsible to any one other than Cable &
Wireless for providing the protections afforded to customers
of  Greenhill & Co. or for providing advice in  relation  to
the Transaction.

Morgan Stanley & Co. Limited ("Morgan Stanley Dean Witter"),
which  is  regulated in the United Kingdom by The Securities
and  Futures  Authority  Limited,  is  acting  as  financial
adviser to NTL in relation to the Transaction and to no  one
else and will not regard any other person as its customer or
be  responsible to any one other than NTL for providing  the
protections  afforded to customers of  Morgan  Stanley  Dean
Witter   or  for  providing  advice  in  relation   to   the
Transaction.

Merrill  Lynch  International ("Merrill  Lynch"),  which  is
regulated  in  the  United Kingdom  by  The  Securities  and
Futures Authority Limited, is acting as financial adviser to
CWC  in  relation to the Transaction and to no one else  and
will  not  regard  any other person as its  customer  or  be
responsible  to  any one other than CWC  for  providing  the
protections  afforded to customers of Merrill Lynch  or  for
providing advice in relation to the Transaction.

Credit Suisse First Boston (Europe) Limited ("CSFB"),  which
is  regulated  in the United Kingdom by The  Securities  and
Futures Authority Limited, is acting as financial adviser to
the independent directors of CWC in relation to the Cable  &
Wireless Acquisition and directors of CWC in relation to the
NTL  Acquisition and to no one else and will not regard  any
other  person as its customer or be responsible to  any  one
other  than  the  independent  directors  of  CWC  and   the
directors  of CWC for providing the protections afforded  to
customers of CSFB or for providing advice in relation to the
Transaction.


END
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