NTL Confirms Approach To Virgin Mobile

Europe UK : Further to recent press speculation, NTL Incorporated ("ntl") confirms that it has approached Virgin Mobile plc (“Virgin Mobile”) regarding a potential offer to combine ntl and Virgin Mobile. Under the potential offer, Virgin Mobile shareholders would be offered .09298 shares of ntl common stock per share of Virgin Mobile as well as a full cash alternative at 323p per share.

The potential share offer values Virgin Mobile at 323p per share based on ntl's closing price on 2 December 2005. Virgin Group, which owns 72 per cent of Virgin Mobile, has given verbal assurances to ntl that, if a transaction proceeds, it intends to elect to exchange its stake in Virgin Mobile for a continuing equity participation in the ntl Group although it has reserved the right to take a small portion of its consideration in cash. ntl has held preliminary discussions with T-Mobile, Virgin Mobile's network provider, who has also indicated that it is supportive of the proposed combination.

ntl already has a licence agreement with Virgin Enterprises for the exclusive use of the Virgin brand in the broadband area and is in discussions with Virgin Enterprises to extend that licence to cover television and fixed line and mobile telephony. If the proposed combination with Virgin Mobile and the licence agreement are completed, ntl intends to use the Virgin brand to offer a quadruple play of internet, television and fixed line and mobile telephony.

These discussions are preliminary in nature and subject to the satisfaction of certain further conditions, including due diligence. There can be no assurance that an offer for Virgin Mobile will be made or that any agreement can be reached regarding a licensing arrangement. ntl reserves the right to make an offer at a price lower than 323 pence per Virgin Mobile share with the agreement of the Virgin Mobile Board or in the event that a person not acting in concert with ntl announces an offer at less than this price. Any offer for Virgin Mobile would be made in accordance with the UK Takeover Code. Further announcements will be made in due course if appropriate.

Separately, ntl is continuing with its proposed combination with Telewest Global, Inc. (“Telewest”) which was announced on October 3 2005.

Further Information on Potential Offer:

The availability of any offer that may be made to Virgin Mobile shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Virgin Mobile shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

This announcement does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to an offer or otherwise.

Any securities that might be offered pursuant to the potential offer described in this announcement have not been registered under the US Securities Act or the securities laws of any state of the United States, or under the applicable securities laws of Australia, Canada or Japan. Accordingly, any such securities may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration or an applicable exemption from registration, and may not be offered, sold or delivered, directly or indirectly, in or into Australia, Canada or Japan except pursuant to exemptions from applicable requirements of such jurisdictions.

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