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Board Changes

Cable & Wireless Communications Plc today announces that Simon Ball will retire as a Non-executive Director with effect from 4 November 2015.

With effect from 4 November 2015, Simon will be succeeded as Chair of the Remuneration Committee by Mark Hamlin.

Sir Richard Lapthorne, Cable & Wireless Communications Chairman commented:

"Simon Ball has been on the Cable & Wireless Board for over nine years and has been the Deputy Chairman and Senior Independent Director of Cable & Wireless Communications since 2010. He has worked tirelessly as a close colleague during this time and I sincerely thank him for his counsel and support over that time."

Concert Party

In November 2014, the UK Panel on Takeovers and Mergers ("Panel") deemed the directors of the Company from time to time (and their close relatives) to be acting in concert with Brendan Paddick, Clearwater Holdings (Barbados Limited) ("CHBL"), CVBI Holdings (Barbados) Inc. ("CHBI") (CHBL and CHBI together, "Clearwater"), Columbus Holding LLC ("CHLLC") and John Risley (as ultimate controller of Clearwater) and John Malone (as ultimate controller of CHLLC) (together the "Concert Party"). The Concert Party is deemed to be in existence until the Panel rules otherwise.

On 5 December 2014, the Company's independent shareholders approved a waiver of obligations arising under Rule 9.1 of the Takeover Code (the "Whitewash"). The effect of the Whitewash was to waive the obligation which would normally oblige a member of the Concert Party to make a general offer to all other shareholders to acquire their shares following any acquisition.

The Whitewash permits up to the following numbers of interests in shares to be held by the Concert Party without a mandatory offer obligation arising under Rule 9 of the Takeover Code.

Waiver

Maximum interest in CWC shares

Percentage of issued share capital of CWC

Waiver in respect of the issue of the Consideration Shares (in addition to the existing share interests of the directors of the Company)

1,575,708,553

36.07

 

Waiver in respect of existing awards under the Performance Share Plan

12,381,422

0.28

Waiver in respect of further awards under the CWC Share Plans

50,000,000

1.15

Waiver in respect of CWC Shares acquired by Directors to meet shareholding requirements

15,000,000

0.34

Waiver in respect of CWC Shares acquired by Directors in proportion to the amount that they would otherwise have received through the dividend reinvestment plan

10,000,000

0.23

Total

1,663,089,975

38.07

 

The Concert Party's aggregate interest in the share capital of the Company as at the date of this announcement 1,574,146,795 shares.

As a result of Simon Ball's forthcoming retirement as a Non-executive Director of the Company on 4 November 2015, he will no longer be a member of the Concert Party and the Concert Party's interest in the share capital of the Company will be correspondingly reduced by the amount of Simon Ball's shareholding (504,348 shares as at the date of this announcement) with effect from that date.

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