Nominee Holder Certification for NTL Incorporated Rights Offering

Summary

This certification is used by banks, brokers, or other nominees to confirm their clients' participation in NTL Incorporated's rights offering. The nominee certifies the number of shares each beneficial owner wishes to purchase under both the basic and over-subscription privileges, as described in the company's prospectus. The form also requires the nominee to indicate if any rights were granted directly by the company. The document is submitted to NTL Incorporated and its subscription agent, Continental Stock Transfer & Trust Company, as part of the rights offering process.

EX-4.16 6 y89596a1exv4w16.txt EXHIBIT 4.16 EXHIBIT 4.16 NOMINEE HOLDER CERTIFICATION The undersigned, a bank, broker or other nominee of rights to purchase shares of common stock, par value $0.01 per share, of NTL Incorporated (the "Company") pursuant to the rights offering described in the Company's prospectus dated , 2003, certifies to the Company and to Continental Stock Transfer & Trust Company, as subscription agent for the rights offering, that the undersigned has: (1) elected to purchase the number of shares specified below pursuant to the basic subscription privilege and the number of additional shares specified below pursuant to the over-subscription privilege (each as described in the prospectus), on behalf of beneficial owners each of whom are resident in the United States or non-United States holders who fall within the permitted categories of persons described in the prospectus; (2) listed separately below for each beneficial owner (without identifying the beneficial owner) the number of shares each beneficial owner has elected to purchase under the basic subscription privilege and the over-subscription privilege; and (3) checked the box in the column titled "Check Box if Rights Granted Directly by Company" below if the shares the beneficial owner has elected to purchase under the basic subscription privilege are being purchased pursuant to rights granted to such beneficial owner directly by the Company and not pursuant to rights purchased or otherwise acquired from someone else.
NUMBER OF NUMBER OF SHARES NUMBER OF SHARES CHECK BOX IF RIGHTS SHARES OWNED ELECTED TO PURCHASE UNDER ELECTED TO PURCHASE UNDER GRANTED DIRECTLY BY ON THE RECORD DATE BASIC SUBSCRIPTION PRIVILEGE OVER-SUBSCRIPTION PRIVILEGE COMPANY ---------------------- ------------------------------- ------------------------------- ------------------- 1. ------------------ [ ] ------------------------------ ------------------------------ 2. ------------------ [ ] ------------------------------ ------------------------------ 3. ------------------ [ ] ------------------------------ ------------------------------ 4. ------------------ [ ] ------------------------------ ------------------------------ 5. ------------------ [ ] ------------------------------ ------------------------------ 6. ------------------ [ ] ------------------------------ ------------------------------ 7. ------------------ [ ] ------------------------------ ------------------------------ 8. ------------------ [ ] ------------------------------ ------------------------------
Provide the following information if applicable: Depository Trust Company ("DTC") DTC Participant Number: Participant Name: ------------------------------------------------ --------------------------------------- DTC basic subscription confirmation number(s): By: ------------------------------------------------ - ------------------------------------------------ Name: Title: