(CW-.L) Cable and Wireless PLC Buy/Sell

RNS Number : 8609C Cable & Wireless PLC 20 November 2009

Cable and Wireless plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMR) OR CONNECTED PERSONS

Cable and Wireless plc ("the Company") advises that on 20th November 2009 Emily Pluthero (a person connected with John Pluthero, Director) purchased 150,000 ordinary shares in the Company at a price of 138.9152 pence per share. These shares are registered in the name of Greenwood Nominees Limited.

Following this purchase, John Pluthero and his connected persons hold a total of 2,750,000 ordinary shares in the Company.

This disclosure relate to a transaction notified in accordance with DTR3.1.4R(1)(a) and (c).

Name of person making notification: Gill Roberts

Contact number: 020 7315 4934

Date of notification: 20th November 2009

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

RDSBXBDBCBDGGCG

RNS Number : 8468C Cable & Wireless PLC 20 November 2009

TR-1: notification of major interests in shares
1. Identity of the issuer or the Cable and Wireless plc

underlying issuer of existing shares to which voting rights are attached:
2. Reason for the notification (please tick the

appropriate box or boxes)
An acquisition or disposal of voting rights X

An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An event changing the breakdown of voting rights Other (please specify):___________________________________________
3. Full name of person(s) subject Franklin Mutual Advisers, LLC

to the notification obligation:
4. Full name of shareholder(s) (if Bank of New York London
different from 3.): JP Morgan Chase London
State Street Bank London
5. Date of the transaction (and 18 November 2009

date on which the threshold is crossed or reached if different):
6. Date on which issuer notified: 19 November 2009

7. Threshold(s) that is/are crossed 5% or reached: 8. Notified details:

A: Voting rights attached to shares
Class/type of shares Situation previous to the Triggering Resulting situation after the triggering transaction
if possible using the ISIN transaction

Number of Shares Number of Voting Number of shares Number of voting % of voting
Rights viii rights ix rights
Direct Direct x Indirect xi Direct Indirect

Ord 25p 146,988,825 146,988,825 5.71%

B: Financial Instruments Resulting situation after the triggering transaction xii
Type of financial instrument Expiration date xiii Exercise/ Conversion Number of voting % of voting rights
Period/ Date xiv rights that may be
acquired if the
instrument is
exercised/
converted.

Total (A+B) Number of voting rights % of voting rights
146,988,825 5.71%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable xv:

Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights: N/A

13. Additional information:
14. Contact name: Gill Roberts
15. Contact telephone number: +44 (0)20 7315 4934

Annex Notification Of Major Interests In Shares xvi A: Identity of the person or legal entity subject to the notification obligation
Full name (including legal form for legal entities) Franklin Mutual Advisers, LLC

Contact address (registered office for legal entities)
Phone number 954-847-2283

Other useful information (at least legal representative for legal persons)
B: Identity of the notifier, if applicable xvii
Full name Cable and Wireless
plc

Contact address
3rd Floor, 26 Red
Lion Square, London

Phone number 020 7315 4934

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

Notes

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

HOLURAARKSRAUAA

RNS Number : 8461C Cable & Wireless PLC 20 November 2009

Cable and Wireless plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMR) OR CONNECTED PERSONS

Cable and Wireless plc ("the Company") advises that on 20th November 2009 Kerry Pennington (a person connected with Tim Pennington, Director) purchased 336,986 ordinary shares in the Company at a price of 139.46 pence per share. These shares are registered in the name of Cazenove Nominees.

This disclosure relate to a transaction notified in accordance with DTR3.1.4R(1)(a) and (c).

Name of person making notification: Gill Roberts

Contact number: 020 7315 4934

Date of notification: 20th November 2009

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

RDSBBBDBLGDGGCG

By Mark Potter

LONDON, Nov 19 (Reuters) - Tesco, Britain's biggest retailer, set its sights on capturing a bigger slice of the broadband and home phones market on Thursday as part of a drive to increase revenues from more profitable non-grocery markets.
The supermarket group, which is holding two days of seminars on its ambitions to grow in markets like telecoms and banking, said it had agreed a five-year deal with Cable & Wireless for the telecoms firm to supply it wholesale broadband services.
This will allow it to offer a more comprehensive range of products, including a combined broadband and home phone service for the first time which will step up its challenge to the likes of BT, TalkTalk and Virgin Media.
The deal is part of drive by Tesco, which takes about one in every three pounds spent in Britain's highly competitive grocery market, to tap new sources of often higher margin growth, whether abroad, online or in services like banking and telecoms.
In July 2008, when it bought Royal Bank of Scotland out of a financial services joint venture, Tesco set a target to double annual profits from retail services to 1 billion pounds ($1.7 billion) over an undisclosed period.
Retail services chief Andrew Higginson said on Thursday this meant investing more -- for example setting up in-store phone shops and bank branches -- but that this was paying dividends.
"Returns in retailing services are still higher than the group as a whole even with this significant recent investment -- and going forward the profit growth enabled by this investment will drive ROCE (return on capital employed) even higher," he said, according to slides on Tesco's Web site.
Tesco, the world's No.3 retailer behind France's Carrefour and U.S. market leader Wal-Mart, did not say how much it was investing, but said retail services operating margins and ROCE were 13 percent and 19 percent respectively in 2008-9 compared with group averages of 6 percent and 15 percent.
The group said its large store base -- it has about 4,300 across 14 countries, including around 2,300 in Britain -- and Clubcard customer loyalty scheme would allow it to expand quickly, and at less cost than many competitors.
It also expects to benefit from cross-selling products, noting that customers using two of its retail services spend on average four times as much in store as those who don't use any.
At 1400 GMT, Tesco shares were flat at 423.2 pence, beating a 1 percent fall in the DJ Stoxx European retail index.

TELECOMS, ONLINE
Tesco telecoms chief Lance Batchelor said customer turnover in Britain's fixed telephone and broadband markets, together worth around 8.8 billion pounds a year, was running at around 20 percent, creating a big opportunity for the group to grow.
It will double its number of in-store Phone Shops to 200 by the end of 2010, and with an eventual target of 500 it sees the potential to create a telecoms business making about 2 billion pounds a year in revenues and 200 million pounds in profit.
Laura Wade-Gery, head of the Tesco.com online business, saw similarly strong potential for her business, noting that while Internet sales are growing rapidly across Britain they still account for just 7 percent of total retail sales.
She said Tesco, which uses existing stores to serve online customers, was reaching capacity in some areas, and so was opening new stores dedicated to only serving Internet customers.
With two currently in operation, it plans to open a third next year and about one a year for the next few years, she said.
Tesco also plans to launch a grocery home shopping business in the Czech Republic next year, she added.
The group is due to publish presentations on its banking and insurance businesses on Friday. Banking chief Benny Higgins said on Tuesday he was not interested in buying assets from bailed-out banks Lloyds and RBS.
($1=.5946 Pound)
(Editing by Hans Peters, John Stonestreet) Keywords: TESCO/

(mark.r.potter@thomsonreuters.com; +44 20 7542-2943; Reuters Messaging: mark.potter.reuters.com@reuters.net)

COPYRIGHT

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LONDON, Nov 19 (Reuters) - Tesco, Britain's biggest retailer, has signed up Cable & Wireless to help it provide broadband and home phone services as part of its drive to increase revenues from non-grocery businesses like telecoms.
The supermarket group, which is holding two days of seminars for analysts and investors on its retail services ambitions, said on Thursday the five-year deal would allow Tesco Telecoms to step up expansion outside of its mobile phone business.
"It will also allow for the provision of bundled broadband and home phone services from Tesco for the first time," it said in a statement.
Tesco Mobile was launched in 2003 as a joint venture with Telefonica's O2 and is currently the fastest growing pay-as-you-go mobile network, the firm said.
Tesco, the world's third-biggest retailer, said in July 2008 it planned to make annual profits of 1 billion pounds ($1.7 billion) from its retail services unit, which includes telecoms, online and home shopping as well as banking, over an undisclosed number of years.

($1=.5946 Pound)

(Reporting by Mark Potter; Editing by Hans Peters) Keywords: TESCO C&W/ (mark.r.potter@thomsonreuters.com; +44 20 7542-2943; Reuters Messaging: mark.potter.reuters.com@reuters.net)

COPYRIGHT

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RNS Number : 7710C Cable & Wireless PLC 19 November 2009

TR-1: notification of major interests in shares
1. Identity of the issuer or Cable and Wireless plc

the underlying issuer of existing shares to which voting rights are attached:
2. Reason for the notification (please tick the

appropriate box or boxes)
An acquisition or disposal of voting rights X

An acquisition or disposal of financial instruments which may result in the acquisition of shares already issued to which voting rights are attached An event changing the breakdown of voting rights Other (please specify):___________________________________________
3. Full name of person(s) Legal & General Group Plc (L&G)

subject to the notification obligation: 4. Full name of shareholder(s) Legal & General Assurance (Pensions Management) Limited (PMC) (if different from 3.):
5. Date of the transaction 17 November 2009

(and date on which the threshold is crossed or reached if different):
6. Date on which issuer 18 November 2009

notified:
7. Threshold(s) that is/are From 4% to 3%

crossed or reached:
8. Notified details: N/A

A: Voting rights attached to shares
Class/type of shares Situation previous to the Triggering Resulting situation after the triggering transaction
if possible using the ISIN transaction

Number of Shares Number of Voting Number of shares Number of voting rights % of voting
Rights viii ix rights
Direct Direct x Indirect xi Direct Indirect
103,737,622
Ord 25p 103,737,622 102,481,322 102,481,322 3.98

B: Financial Instruments Resulting situation after the triggering transaction xii
Type of financial instrument Expiration date xiii Exercise/ Conversion Number of voting % of voting rights
Period/ Date xiv rights that may be
acquired if the
instrument is
exercised/
converted.

Total (A+B) Number of voting rights % of voting rights
102,481,322 3.98

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable xv: Legal & General Group Plc (Direct and Indirect) (Group) Legal & General Investment Management (Holdings) Limited (LGIMH) (Direct and Indirect) Legal & General Investment Management Limited (Indirect) (LGIM)
Legal & General Group Plc (Direct) (L&G) (102,481,322 - 3.98% = LGAS,
LGPL & PMC)
Legal & General Investment Legal & General Insurance Holdings Limited

Management (Holdings) Limited (Direct) (LGIH) (Direct) (LGIMHD) (93,346,873 - 3.62%=PMC)
Legal & General Assurance Legal & General Assurance Society Limited
(Pensions Management) Limited (LGAS & LGPL)

(PMC) (93,346,873 - 3.62%=PMC)
Legal & General Pensions Limited (Direct)

Proxy Voting:
10. Name of the proxy holder: N/A
11. Number of voting rights proxy holder will cease to hold: N/A
12. Date on which proxy holder will cease to hold voting rights: N/A

13. Additional information: Notification using the total voting rights
figure of 2,572,585,266
14. Contact name: Gill Roberts
15. Contact telephone number: +44 (0)20 7315 4934

Annex Notification Of Major Interests In Shares xvi A: Identity of the person or legal entity subject to the notification obligation
Full name (including legal form for legal entities) Legal & General Group Plc

Contact address (registered office for legal entities)
Phone number 020 3124 3851

Other useful information (at least legal representative for legal persons)
B: Identity of the notifier, if applicable xvii
Full name Cable and Wireless
plc

Contact address
3rd Floor, 26 Red
Lion Square, London

Phone number 020 7315 4934

Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)

C: Additional information

Notes

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

HOLUKAARKRRAAAA

LONDON, Nov 19 (Reuters) - Tesco PLC:

By Kate Holton

LONDON, Nov 17 (Reuters) - Britain's Cable & Wireless is tapping the loan and bond market for refinancing and looking to tie in its well respected management team as part of an accelerated demerger designed to unlock value for shareholders. C&W will spin off its Worldwide unit, which offers business communications across Europe, Asia and the United States, and retain its International division providing fixed-line and mobile services in the Caribbean, Macau, Panama and elsewhere.
C&W, which put its demerger plan on hold a year ago due to difficult market conditions, said the demerger would create two companies listed on the London Stock Exchange.
The group has said there are few synergies between the two units and a demerger, to be completed by the end of March, should unlock value.
Shareholders will receive one share in each new company for each share that they hold.
Analysts welcomed the timing of the demerger and the move to retain senior management.
Citi said in a note the news marked a big step forward, and that a 20 pence discount it considered was priced into the C&W share on structural grounds could now start to unwind.
But analysts cautioned over comments that the group was still in talks with its pension trustees and said the use of a convertible bond as part of the refinancing could result in a dilution for shareholders.
"The positive is that the timing is relatively fast," Morgan Stanley analyst Nick Delfas said. "(But) the demerger does not in itself create value, and unanswered questions about the pension remain."
Shares in the group, which has a history dating back to the 1860s when telegraph cables were first laid overseas from Britain, closed up 1.7 percent at 142 pence against a FTSE 100 that ended down 0.7 percent.

C&W plans to put in place around 1.1 billion pounds ($1.85 billion) of new and replacement cash and bank credit lines to ensure the separation.
As part of that refinancing, Britain's second-biggest corporate telecoms provider after BT will also raise 230 million pounds through a five-year convertible bond, which people close to the deal said had attracted "a couple of billion pounds" of investor demand.
The company said the coupon was 5.75 percent per year and the conversion price was set at 184.1 pence per share, representing a 33 percent premium.
To settle its pension issue, it has held talks with the scheme's trustees and is looking to reach agreement on any additional funding that is needed.
C&W said its pension fund had an IAS 19 deficit of 305 million pounds at the end of September. Finance Director Tim Pennington told analysts on a call the firm would likely pay in a bit more than the already agreed 75 million to be paid between now and April 2011.
In terms of pension assets and liabilities, it expected around half would be transferred to Worldwide, with the other half remaining with International.
The group also set out changes to its incentive scheme for senior management, subject to shareholder and participant approval.
Under the new plan the incentive scheme would not vest on the demerger as had been expected but continue to run until the end of the 2011 financial year, which analysts interpreted as a way of tying in the team.
C&W said Richard Lapthorne and Tony Rice would take up the roles of chairman and chief executive respectively at International while John Pluthero and Jim Marsh would be Worldwide chairman and CEO respectively.
"I like the amount of detail in the statement. It's very thorough but the pensions talks and the convertible bond are negatives," Execution analyst Will Draper said.
(Additional reporting by Daisy Ku; Editing by Hans Peters, John Stonestreet)

($1 = 0.5958 pound) Keywords: CABLE&WIRELESS/ (kate.holton@reuters.com; +44 207 542 8560; Reuters Messaging:kate.holton.reuters.com@reuters.net)

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Nov 17 (Reuters) - British telecoms group Cable & Wireless launched a 230 million pound ($386 million) convertible bond on Tuesday, ranking it the country's sixth biggest issuance this year.

The following are the 10 biggest convertible bonds in the United Kingdom in 2009, based on announced deals and Thomson Reuters data:

($ mln)

===============================================================
1.Anglo American Apr 1,700 GS, MS
2.Vedanta Resources Jun 1,250 JPMC
3.WPP Apr 664 ML, BNP, Citi
HSBC, RBS,
Barclays
Santander
4.British Airways Jul 572 DB, ML, HSBC
Barclays, RBS
5.TUI Travel Sep 559 DB, HSBC, RBS,
SG, UniCredit
6.Cable & Wireless Nov 386 Barclays, BNP

7.Sainsbury Jun 312 MS, UBS,
Barclays
8.ITV Oct 215 CS, UBS
9.Pennon Jul 206 CS, BoA ML
10.Nyrstar Jul 167 GS

TBA - To be announced

ABN - ABN AMRO

BNP - BNP Paribas

Citi- Citigroup Inc

CS - Credit Suisse

DB - Deutsche Bank

JPMC- JPMorgan Cazenove

JPM - JPMorgan

ML - Merrill Lynch

MQ - Macquarie

MS - Morgan Stanley

NMR - Nomura

SG - Societe Generale (Compiled by Daisy Ku) ($1=.5958 pounds)
($1=.5958 Pound) Keywords: CONVERTIBLE/UK

(daisy.ku@thomsonreuters.com; +44 207 542 5106; Reuters Messaging: daisy.ku.reuters.com@reuters.net)

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LONDON, Nov 17 (Reuters) - Cable & Wireless Plc:

RNS Number : 6562C Cable & Wireless PLC 17 November 2009

17 November 2009

Cable and Wireless plc prices GBP 230 million offering of Convertible Bonds due 2014, intended to be transferred to and convertible into shares of Worldwide

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO U.S. PERSONS), CANADA, JAPAN, AUSTRALIA, JERSEY OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Cable and Wireless plc ("Cable & Wireless") announces today that the terms of its GBP 230 million offering (the "Offering") of convertible bonds due 2014 (the "Convertible Bonds") have been fixed as follows:

Nov 17 (Reuters) - British telecoms group Cable & Wireless launched a 200 million pound ($336 million) convertible bond on Tuesday, ranking it the country's sixth biggest issuance this year.

The following are the 10 biggest convertible bonds in the United Kingdom in 2009.

The data are based on announced deals and Thomson Reuters data.

($ mln)

===============================================================
1.Anglo American Apr 1,700 GS, MS
2.Vedanta Resources Jun 1,250 JPMC
3.WPP Apr 664 ML, BNP, Citi
HSBC, RBS,
Barclays
Santander
4.British Airways Jul 572 DB, ML, HSBC
Barclays, RBS
5.TUI Travel Sep 559 DB, HSBC, RBS,
SG, UniCredit
6.Cable & Wireless Nov 336 Barclays, BNP

7.Sainsbury Jun 312 MS, UBS,
Barclays
8.ITV Oct 215 CS, UBS
9.Pennon Jul 206 CS, BoA ML
10.Nyrstar Jul 167 GS

TBA - To be announced

ABN - ABN AMRO

BNP - BNP Paribas

Citi- Citigroup Inc

CS - Credit Suisse

DB - Deutsche Bank

JPMC- JPMorgan Cazenove

JPM - JPMorgan

ML - Merrill Lynch

MQ - Macquarie

MS - Morgan Stanley

NMR - Nomura

SG - Societe Generale ($1=.5958 pounds) (Compiled by Daisy Ku) Keywords: CONVERTIBLE/UK (daisy.ku@thomsonreuters.com; +44 207 542 5106; Reuters Messaging: daisy.ku.reuters.com@reuters.net)

COPYRIGHT

Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters.

By Kate Holton

LONDON, Nov 17 (Reuters) - Britain's Cable & Wireless is tapping the bond market for refinancing and tying in its well-respected management team as part of an accelerated demerger designed to unlock value for shareholders. C&W will spin off its Worldwide unit, which offers business communications across Europe, Asia and the United States, and retain its International division providing fixed-line and mobile services in the Caribbean, Macau, Panama and elsewhere.
C&W, which put its demerger plan on hold a year ago due to difficult markets, said the demerger would create two companies listed on the London Stock Exchange.
The group has said there are few synergies between the two units and a demerger, to be completed by next April, should unlock value.
Shareholders will receive one share in each new company for each share that they hold.
Analysts welcomed the timing of the demerger and the move to retain senior management but noted with caution a comment that the group was still in talks with its pension trustees.
Analysts also noted the use of a convertible bond as part of the refinancing could result in a dilution for shareholders.
"The positive is that the timing is relatively fast," Morgan Stanley analyst Nick Delfas said. "(But) the demerger does not in itself create value, and unanswered questions about the pension remain."
Shares in the group, which has a history dating back to the 1860s when telegraph cables were first laid overseas from Britain, were up 2.2 percent at 1127 GMT against a FTSE 100 down 0.4 percent.

C&W plans to put in place around 1.1 billion pounds ($1.85 billion) of new and replacement cash and bank credit lines to ensure the separation.

As part of that refinancing, Britain's second-biggest corporate telecoms provider after BT will also raise 200 million pounds through a convertible bond, which has been "heavily oversubscribed" according to people familiar with the deal.
To settle its pension issue, it has held talks with the scheme trustees and is looking to reach agreement on any additional funding that is needed.
C&W said its pension fund had an IAS 19 deficit of 305 million pounds at the end of September.
Finance Director Tim Pennington told analysts on a call they would likely pay a bit more than the already agreed 75 million to be paid between now and April 2011.
In terms of pension assets and liabilities, it expected around half would be transferred to Worldwide, with the other half remaining with International.
The group also set out changes to its incentive scheme for senior management, subject to shareholder and participant approval.
Under the new plan the incentive scheme would not vest on the demerger as had been expected but continue to run until the end of the financial year 2011, which analysts interpreted as a way of tying in the team.
C&W said Richard Lapthorne and Tony Rice would take up the roles of chairman and chief executive respectively at International while John Pluthero and Jim Marsh would be Worldwide chairman and CEO respectively.
"I like the amount of detail in the statement. It's very thorough but the pensions talks and the convertible bond are negatives," Execution analyst Will Draper said.

(Additional reporting by Daisy Ku; Editing by Hans Peters)

($1 = 0.5958 pound) Keywords: CABLE&WIRELESS/ (kate.holton@reuters.com; +44 207 542 8560; Reuters Messaging:kate.holton.reuters.com@reuters.net)

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Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters.

LONDON, Nov 17 (Reuters) - British telecoms group Cable & Wireless (C&W) has narrowed the guidance on its 200 million pounds ($336 million) of convertible bonds due to strong investor demand, sources familiar with the matter said.
C&W, Britain's second-biggest corporate telecoms provider after BT, narrowed the bonds' coupon range to 5.75 to 6 percent on Tuesday from previous guidance of 6 to 6.75 percent.
The conversion premium guidance was set at 33 percent, against a previous range of 28 to 33 percent. The deal was "strongly oversubscribed", the sources said.
Traders expect the deal to be priced at 5.75 percent.
In the grey market, investors were already trading the bonds at 102.5 to 103 percent of face value, meaning they will get a return of 2.5 percent to 3 percent.
Barclays, BNP Paribas and RBS Hoare Govett are the bookrunners.
($1=.5958 Pound)
(For more on C&W's demerger plans, click)
(Reporting by Daisy Ku) Keywords: C&W/CB

(daisy.ku@thomsonreuters.com; +44 207 542 5106; Reuters Messaging: daisy.ku.reuters.com@reuters.net)

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Reuters has stopped distributing the full text of Moody's Investors Service press releases on ratings actions, effective April 1, 2009. The text of this Moody's Investor Service rating is available at www.moodys.com.

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LONDON, Nov 17 (Reuters) - Cable & Wireless Plc:

By Kate Holton

LONDON, Nov 17 (Reuters) - British telecoms group Cable & Wireless (C&W) is to tap the bond market to fund its demerger by April next year, it said on Tuesday as it laid out plans to tie in senior management and for a pension agreement.
Under the plan, C&W will demerge the Worldwide unit, which offers business communications across Europe, Asia and the United States, to leave the International division to provide fixed-line and mobile services in Caribbean, Macau, Panama and others.
Cable & Wireless, which put on hold its demerger plans a year ago due to the difficult market conditions, said it plans to put in place around 1.1 billion pounds of new and replacement cash and bank credit lines to ensure the separation.
As part of that refinancing, Britain's second-biggest corporate telecoms provider after BT will also raise 200 million pounds ($336.6 million) through a convertible bond.
Analysts welcomed the amount of detail about the plan, after the company failed to give much information at their recent first half results, but said the fact the group was still holding talks with the pension regulator was a risk.
C&W said its pension fund had an IAS 19 deficit of 305 million pounds at the end of September. It is in talks with the scheme trustees and is looking to reach agreement on any additional funding that is needed.
It expects that approximately half the pension assets and liabilities will be transferred to Worldwide, with the other half remaining with International.
Analysts also questioned why the group had opted for a convertible bond, saying it would cause a dilution, but welcomed the handling of the management incentive scheme which should tie the senior executives into the company for the longer term.
The group said that, subject to shareholder and participant approval, the incentive scheme for the senior management would not vest on the demerger as had been expected but continue to run until the end of the financial year 2011.
C&W said Richard Lapthorne and Tony Rice would take up the roles of chairman and chief executive respectively at International while John Pluthero and Jim Marsh would be chairman and CEO of Worldwide respectively.
Execution analyst Will Draper said postponing the vesting date could also benefit the management even further as either unit could be seen as a possible takeover target, lifting its new shares, once it has demerged.
"I like the amount of detail in the statement, it's very thorough but the pensions talks and the convertible bond are negatives," Draper told Reuters.
Analysts at Cazenove welcomed the expected completion date and incentive scheme changes and said management must be confident they can reach an agreement on the pension payments.
Shares in the group, which has a history dating back to the 1860s when telegraph cables were first laid overseas from Britain, were up 3.83 percent at 0936 GMT against a FTSE 100 down 0.4 percent.

($1=.5941 Pound)

(Reporting by Kate Holton; Editing by Hans Peters) Keywords: CABLE&WIRELESS/ (kate.holton@reuters.com; +44 207 542 8560; Reuters Messaging:kate.holton.reuters.com@reuters.net)

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LONDON, Nov 17 (Reuters) - British telecoms group Cable & Wireless (C&W) plans to raise around 200 million pounds via the bond market as part of its refinancing to ensure the demerger of its two units by April next year, it said on Tuesday.
Cable & Wireless, which put on hold its demerger plans a year ago due to the difficult market conditions, said it would offer convertible bonds due 2014 to raise around 200 million pounds for the Worldwide division.
It is also in talks with a group of leading banks for a new three-year 300 million pound facility for Worldwide and a new three-year $500 million facility for the International (CWI) division.
It is still in talks with the pension trustees and C&W expects that approximately half the pension assets and liabilities will be transferred to Worldwide, with the other half remaining with CWI.
There will be no automatic vesting of any of the group's incentive plans.
(Reporting by Kate Holton) Keywords: CABLE&WIRELESS/

(kate.holton@reuters.com; +44 207 542 8560; Reuters Messaging:kate.holton.reuters.com@reuters.net)

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LONDON, Nov 17 (Reuters) - Cable & Wireless Plc:

RNS Number : 6029C Cable & Wireless PLC 17 November 2009

17 November 2009

Cable and Wireless plc launches GBP 200 million offering of Convertible Bonds due 2014, intended to be transferred to and convertible into shares of Worldwide

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR TO U.S. PERSONS), CANADA, JAPAN, AUSTRALIA, JERSEY OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Further to this morning's press release (the "Demerger Press Release") setting out details of the proposed demerger of Worldwide from Cable and Wireless plc (the "Demerger"), Cable and Wireless plc ("Cable & Wireless") announces the launch of an offering (the "Offering") of approximately GBP 200 million of convertible bonds due 2014 (the "Convertible Bonds"). The Convertible Bonds will initially be debt obligations of Cable & Wireless and convertible into fully paid ordinary shares of Cable & Wireless (the "Cable & Wireless Shares"). Upon successful completion of Cable & Wireless' intended Demerger process, and subject to the fulfilment of certain conditions related to the opening balance sheet of Worldwide, it is intended that the Convertible Bonds will become debt obligations of Worldwide and convertible into fully paid ordinary shares of Worldwide (the "Worldwide Shares") unless previously redeemed or cancelled. A listing of the Worldwide Shares will be sought on the Main Market of the London Stock Exchange. In the event that the Demerger does not complete, or the conditions to transfer the Convertible Bonds to Worldwide are not met, the Convertible Bonds shall remain with Cable & Wireless.

The net proceeds of the Offering are intended to be used by Worldwide for general corporate purposes. Should the Convertible Bonds not transfer to Worldwide, the monies shall be retained by Cable & Wireless for general corporate purposes. It is anticipated that Worldwide will have negligible net debt upon completion of the Demerger; further financial details related to Worldwide can be found in the Demerger Press Release which should be read in full in conjunction with this announcement.

The Convertible Bonds are expected to carry a coupon of between 6.0% and 6.75% per annum payable semi-annually in arrear and the conversion price is expected to be set at a premium of between 28% and 33% to the volume weighted average share price of Cable & Wireless between launch and pricing of the Offering, adjusted downwards for the interim dividend of 3.16 pence per share, the ex-date of which is 18 November 2009. The Convertible Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or cancelled, will mature on the fifth anniversary of the issue of the Convertible Bonds in 2014. The size of the Offering may be increased by up to £30 million by the Company and the Joint Bookrunners; the final issue size and terms of the Offering will be determined at the time of pricing which is expected to be announced later today. Closing and settlement are expected on or about 24 November 2009. An application will be made for the Convertible Bonds to be admitted to listing on the Official List of the UK Listing Authority and admitted to trading on the Professional Securities Market of the London Stock Exchange by no later than 30 June 2010.

In connection with the Offering, Barclays Capital, BNP PARIBAS and RBS Hoare Govett are acting as Joint Bookrunners and Joint Lead Managers and Lloyds TSB Corporate Markets is acting as a Passive Bookrunner.

Enquiries: Cable & Wireless Clare Waters (Director of
External Affairs) +44 (0)20 7315 4088;

Ashley Rayfield (Director,
Investor Relations) clare.waters@cw.com
Mat Sheppard (Manager, +44 (0)20 7315 4460;

Investor Relations) Lachlan Johnston (Director of ashley.rayfield@cw.
Public Relations) com
+44 (0)20 7315 6225;

matthew.sheppard@cw.
com
+44 (0)7800 021 405;

lachlan.johnston@cw.
com

Finsbury Rollo Head
+44 (0) 20 7251 3801

Joint Bookrunners Simon Ollerenshaw (Barclays
Capital) +44 (0)20 7623 2323
Ben Canning (BNP PARIBAS) +44 (0)20 7595 3105

Julian Hall (RBS Hoare Govett) +44 (0)20 7678 1495

INVESTOR AND ANALYST CALL DETAILS

A conference call for investors and analysts covering the details of Cable & Wireless' proposed demerger will be held at 09:00am UK time today.

Dial in: +44 (0) 20 7162 0077

Conference ID: 851489

Replay: +44 (0) 20 7031 4064 Access code: 850397

Available for 7 days

STABILISATION / FSA

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY CONVERTIBLE BONDS, NOR SHALL THERE BE ANY OFFER OF CONVERTIBLE BONDS IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE CONVERTIBLE BONDS OR OTHER SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S), ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE CONVERTIBLE BONDS IN THE UNITED STATES. IN ADDITION, THE CONVERTIBLE BONDS ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS AND MAY NOT BE SOLD TO U.S. PERSONS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY CONVERTIBLE BONDS.

BONDS IN BEARER FORM ARE SUBJECT TO US TAX LAW REQUIREMENTS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO UNITED STATES PERSONS, EXCEPT IN CERTAIN TRANSACTIONS PERMITTED BY US TREASURY REGULATIONS. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY THE US INTERNAL REVENUE CODE OF 1986 AND THE REGULATIONS PROMULGATED THEREUNDER.

THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE READ, ACTED ON OR RELIED ON BY PERSONS IN THE UNITED KINGDOM WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM. BY READING THIS ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS") AND PURSUANT TO THE RELEVANT IMPLEMENTING RULES AND REGULATIONS ADOPTED BY EACH RELEVANT MEMBER STATE. ANY PERSON IN THE EEA OTHER THAN THE UNITED KINGDOM WHO ACQUIRES THE CONVERTIBLE BONDS IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF CONVERTIBLE BONDS IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A "QUALIFIED INVESTOR" (AS DEFINED ABOVE). ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT (I) ANY CONVERTIBLE BONDS ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS OR PERSONS IN THE UK AND OTHER MEMBER STATES (WHERE EQUIVALENT LEGISLATION EXISTS) FOR WHOM THE INVESTOR HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY BASIS AND (II) THE CONVERTIBLE BONDS HAVE NOT BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE ISSUER OR THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THE ISSUER, THE JOINT LEAD MANAGERS, THE PASSIVE BOOKRUNNER AND ANY OF THEIR RESPECTIVE AFFILIATES, AND OTHERS, WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS AND AGREEMENTS.

THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE CONVERTIBLE BONDS.

THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER ARE ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER,, OR FOR PROVIDING ADVICE IN RELATION TO THE CONVERTIBLE BONDS.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT LEAD MANAGERS OR PASSIVE BOOKRUNNER, OR BY ANY OF THEIR AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS AS TO OR IN RELATION TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THIS ANNOUNCEMENT, PUBLICLY AVAILABLE INFORMATION ON THE ISSUER OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED.

IN CONNECTION WITH THE OFFERING, THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER AND THEIR RESPECTIVE AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE CONVERTIBLE BONDS AND/OR THE UNDERLYING ORDINARY SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE CONVERTIBLE BONDS OR IN SECONDARY MARKET TRANSACTIONS. THE JOINT LEAD MANAGERS, THE PASSIVE BOOKRUNNER AND ANY OF THEIR RESPECTIVE AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH SECURITIES OR DERIVATIVES OR THE UNDERLYING ORDINARY SHARES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS OTHER THAN AS REQUIRED BY APPLICABLE LAWS AND DIRECTIVES.

IN CONNECTION WITH THE OFFERING, THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP CONVERTIBLE BONDS OR THE UNDERLYING ORDINARY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SECURITIES AND ANY SECURITIES OF THE ISSUER OR ANY RELATED INVESTMENTS AND MAY OFFER OR SELL SUCH SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING. THE JOINT LEAD MANAGERS AND PASSIVE BOOKRUNNER DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.

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

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