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Release date: 09 November 2006
ref: 63

NTL INCORPORATED DISCUSSIONS WITH ITV PLC

NTL notes the press speculation concerning ITV. NTL confirms that it has advised ITV of its interest in exploring a possible combination transaction and has scheduled an initial conversation with ITV to that end. This process is at a very preliminary stage and there is no assurance that these discussions will lead to any offer being made for ITV.

Enquiries
M: Communications Tel: 020 7153 1530
Nick Miles
Nick Fox
Lisa Gordon

Notes

This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Takeover Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of ITV or NTL, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ITV or NTL, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of ITV or NTL by ITV or NTL or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

This information is provided by RNS. The company news service from the London Stock Exchange.


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