NTL Incorporated Notice of Guaranteed Delivery for Rights Certificates
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This document allows holders of rights certificates from NTL Incorporated to purchase shares of common stock even if they cannot deliver their rights certificates by the rights offering deadline. By submitting this notice, along with payment and a guarantee from an eligible institution, purchasers commit to delivering the required certificates within three business days. The agreement outlines payment methods, eligibility requirements, and the purchaser’s obligations. Failure to pay or deliver the certificates may result in legal remedies against the purchaser.
EX-4.15 5 y89596a2exv4w15.txt EXHIBIT 4.15 Exhibit 4.15 NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY NTL INCORPORATED (PLEASE COMPLETE THE "DETAILS OF MY RIGHTS AND THE SHARES I ELECT TO PURCHASE" ON THE REVERSE SIDE OF THIS NOTICE) If you wish to exercise rights, but you do not have sufficient time to deliver the rights certificate evidencing your rights to the subscription agent on or before 5:00 p.m., New York City time, on [ ], 2003, you may exercise your rights by the following guaranteed delivery procedures: - deliver to the subscription agent on or prior to the expiration of the rights offering this notice, properly completed by you. This notice must include a guarantee from an eligible institution that you will deliver your rights certificate(s) to the subscription agent within three (3) business days following the date you submit this notice. A form of that guarantee is included with this notice. - deliver to the subscription agent, together with this notice, the purchase price payment for each share you elected to purchase under your basic subscription privilege and your over-subscription privilege in the manner set forth in the prospectus and the Instructions For Completion of Your Rights Certificates which was distributed to you with your rights certificate(s); and - deliver your properly completed rights certificate evidencing your rights being exercised, and the related nominee holder certification, if applicable, with any required signatures guaranteed, to the subscription agent within three (3) business days following the date you submit this notice. This notice of guaranteed delivery and, if you are not wiring your payment of the purchase price, the purchase price for each share you elected to purchase under your basic subscription privilege and your over-subscription privilege should be sent to the subscription agent, Continental Stock Transfer & Trust Company, in the following manner: By Mail, Hand Delivery or Overnight Courier: CONTINENTAL STOCK TRANSFER & TRUST COMPANY Reorganization Department 17 Battery Place 8th Floor New York, New York 10004 By Facsimile: (212) 616-7610 To confirm facsimile transmission, please call: (212) 509-4000 (extension 536) NOTE THAT YOU CANNOT SEND YOUR PAYMENT OF THE PURCHASE PRICE BY FACSIMILE To wire your payment of the purchase price: Refer to the wiring instructions on the reverse side of this notice DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE MACHINE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE MUST INCLUDE A GUARANTEE FROM AN ELIGIBLE INSTITUTION (AS DESCRIBED ABOVE) AND MUST BE DELIVERED TO THE SUBSCRIPTION AGENT ON OR PRIOR TO THE EXPIRATION OF THE RIGHTS OFFERING. DELIVERY OF THIS NOTICE WITHOUT PAYMENT OF THE PURCHASE PRICE WILL NOT CONSTITUTE A VALID EXERCISE OF YOUR RIGHTS. The address and telephone numbers of the information agent for inquiries, information or requests for additional documentation are: D.F. KING & CO., INC. 48 Wall Street 22nd Floor New York, New York 10005 Banks and brokerage firms, please call: (212) 269-5550 All others, please call toll-free: (800) 758-5378 DETAILS OF MY RIGHTS AND THE SHARES I ELECT TO PURCHASE (PLEASE FILL IN ALL APPLICABLE INFORMATION) I (we) represent and warrant that I am (we are) the holder(s) of rights certificate(s) representing rights and that my (our) rights certificate(s) cannot be delivered to the subscription agent at or before the expiration of the rights offering. I (we) elect to purchase the following shares:
[ ] Check this box if you are purchasing shares pursuant to rights granted to you directly by us and not pursuant to rights purchased or otherwise acquired from someone else. [ ] Check this box if you are purchasing these shares as a non-U.S. person(s) who has previously provided evidence to us that you and, if you are not the beneficial owner(s), the beneficial owner(s), fall within the permitted categories of persons in the prospectus. Please note that NTL Incorporated reserves the right (without liability) to reject any application which in its sole discretion it determines is not supported by satisfactory evidence of eligibility. C. Total Purchase Price Payment Required (Add A and B above) = $____________. I (we) understand that payment of the purchase price for each share of common stock I (we) have elected to purchase under the basic subscription privilege and the over-subscription privilege must be received by the subscription agent at or before the expiration of the rights offering. I (we) represent and warrant to the subscription agent and to NTL Incorporated that the total purchase price payment above on line "C," either (check appropriate box):
All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of me (us), and every obligation of mine (ours) under this notice of guaranteed delivery shall be binding upon my (our) heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives and my (our) successors and assigns. I (we) on my (our) own behalf, and in respect of any person(s) on whose behalf, or under whose directions, I am (we are) signing this notice: - acknowledge that I (we) received and read the prospectus relating to my (our) rights and that the terms and conditions of the rights as set forth in the prospectus have been incorporated by reference into this notice; - irrevocably elect to purchase the number of shares of common stock indicated above upon the terms and conditions specified in the prospectus; 2 - represent and warrant that I am a (we are) (and any such person(s) is (are)) resident(s) of the United States or I am (we are) otherwise entitled to exercise, or direct the exercise of, my (our) rights as a non-U.S. holder falling within the permitted categories of persons described in the prospectus; and - agree that if I (we) fail to pay for the shares of common stock I (we) have elected to purchase, you may exercise any remedies available to you under law. I (we) hereby guarantee that within three (3) business days from the date I (we) submit this Notice of Guaranteed Delivery, I (we) will deliver to the subscription agent the certificates representing the rights being exercised pursuant to this Notice of Guaranteed Delivery, with any required signature guarantees and any other required documents. Name of each purchaser: - ------------------------------------------------------------- - ------------------------------------------------------------- Telephone Number(s): - ------------------------------------ - ------------------------------------------------------------- Address of each purchaser: - ------------------------------------------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- (Please fill in exactly as name(s) and addresses appear(s) on rights certificates) Signature of each purchaser: - ------------------------------------------------------------- - ------------------------------------------------------------- Date: - ------------------------------------------------------- If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information: Name: - ----------------------------------------------------- Capacity: - --------------------------------------------------- Address (including Zip Code): - --------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- Telephone Number: - --------------------------------------- Rights Certificate No(s). (if available) - ------------------- IMPORTANT: AN ELIGIBLE INSTITUTION MUST PROVIDE THE GUARANTEE SET FORTH ON THE NEXT PAGE. 3 GUARANTEE OF DELIVERY (NOT TO BE USED FOR RIGHTS CERTIFICATE SIGNATURE GUARANTEE) The undersigned, a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchanges Medallion Program guarantees that the purchaser will deliver to the subscription agent the rights certificates representing the rights being exercised pursuant to the Notice of Guaranteed Delivery and any other required documents, all within three (3) business days from the date this Notice of Guaranteed Delivery is submitted. - ------------------------------------------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- (Address) - ------------------------------------------------------------- (Telephone Number) Dated: - ------------------------------------------------ 2003 - ------------------------------------------------------------- (Name of Firm) - ------------------------------------------------------------- (Authorized Signature) The institution which completes this form must deliver or cause the purchaser to deliver the rights certificate(s) to the subscription agent within the time period shown above. Failure to do so could result in a financial loss to such institution. 4
