NTL Completes Acquisition of Virgin Mobile

Under a previous agreement, ntl: Telewest has also entered into alicensing arrangement with Virgin Enterprises permitting use of theVirgin brand for ntl: Telewest's full portfolio of consumer services.

Together, the Virgin Mobile acquisition and licensing agreementwill make ntl: Telewest a powerful new force in the fast-changingcommunications and entertainment industry and provide consumers withtheir first opportunity to buy a 'quadruple-play' of competitivelypriced TV, internet and fixed and mobile telephony services from asingle operator through one of the UK's most trusted brands. As theUK's digital revolution gathers pace, the deal will also position thecompany to exploit the growing demand for converged products andservices.

For the time being, however, they will continue to operate asseparate organisations and brands, so there will be no change to theservices or terms and conditions of either company's customers. It isanticipated that the company will start marketing a single portfolioof services under the Virgin brand some time early in 2007, if notsooner.

Commenting on the transaction, ntl:Telewest's CEO Steve Burchsaid: "This is a transformational deal for ntl:Telewest and good newsfor UK consumers. Virgin Mobile has a justified reputation for beingone of the country's most customer-focused companies. This combinedwith ntl:Telewest's portfolio of competitively-priced, cutting edgeproducts, will create a formidable competitor in the UK's fastchanging communications and entertainment industries."

Alan Gow, Managing Director of Virgin Mobile said: "VirginMobile's growth from a start-up to one of the UK's most pre-eminentand successful mobile operators in such a short time has been nothingshort of meteoric. We're looking forward to taking the experience,values, and attitude that have got us where we are today and applyingthem to the challenge of the future: of building with our newcolleagues at ntl:Telewest a world-class, new Virgin company with themost exciting range of communications and entertainment services inthe UK."

Sir Richard Branson, founder of the Virgin Group, commented:"Today, we've created a unique organisation - a new,soon-to-be-branded Virgin company - which will offer the very finestin 'quadruple' - the best-value, most -exciting TV, broadband, mobileand phone services in Britain. We're entering a pioneering time, wherethe worlds of media, entertainment and communications are comingtogether - and through our new company, our aim is to offer consumersthe very best, most sought-after choice available. You ain't, as thesaying goes, seen nothing yet..."

The last date for despatch of cheques and share certificates andcrediting of ntl CDI's in respect of new ntl shares is 18 July 2006.

About ntl Incorporated (NASDAQ: NTLI)

-- On 3 March 2006 ntl Incorporated completed a merger with Telewest Global, Inc. creating the UK's largest provider of residential broadband and the UK's leading provider of triple play services. The company operates under the name of ntl Incorporated.

-- ntl offers a wide range of communications and entertainment services to more than 5 million residential customers. ntl's networks can service more than 12 million homes - 50% of UK households - and 85% of UK businesses.

-- ntl's content division, Flextech Television provides television channels for the UK multichannel TV market and owns transactional channels price-drop TV, bid tv, speed auction tv and screenshop. Flextech owns 6 entertainment channels - LIVINGtv, LIVINGtv 2, Bravo, Challenge, Trouble, Ftn (plus their time shifted variants) and is a 50% partner in UKTV which consists of ten channels including UKTV Gold, UKTV Drama and UKTV History. Together Flextech and UKTV are the largest supplier of basic channels to the UK pay-TV market.

-- Further information about ntl and its products can be found at www.ntl.com, www.telewest.co.uk or www.flextech.co.uk

About Virgin Mobile

-- Virgin Mobile is the UK's largest mobile virtual network operator. Since its launch in November 1999, Virgin Mobile has more than 4 million customers.

-- In the UK, Virgin Mobile phones are available direct on 0845 6000 600; on the web at www.virginmobile.com or on the high street at approximately 6,000 outlets including Virgin Mobile Stores within Virgin Megastores, The Carphone Warehouse, The Link, Dixons, Phones 4u, Curry's, Comet, Tesco, Asda, John Lewis, Argos, TOMO, Woolworths, Toys R Us and Ryman plus hundreds of independent mobile phone dealers and are available via Shop Direct, Littlewoods, Grattan and Empire home shopping channels.

-- Virgin Mobile Pay Monthly (contract) is currently available in Virgin Mobile Stores, The Carphone Warehouse, The Link, Phones 4u and at concessions in WHSmith and at www.virginmobile.com

-- Virgin Mobile employs approximately 1,500 staff at three sites in Trowbridge, London and Daventry, and has an outsourced customer service centre operated by approximately 200 staff in Middlesbrough and approx 50 staff in Johannesburg.

"Safe Harbor" Statement under the Private Securities LitigationReform Act of 1995:

Various statements contained in this document constitute"forward-looking statements" as that term is defined under the PrivateSecurities Litigation Reform Act of 1995. Words like "believe,""anticipate," "should," "intend," "plan," "will," "expects,""estimates," "projects," "positioned," "strategy," and similarexpressions identify these forward-looking statements, which involveknown and unknown risks, uncertainties and other factors that maycause our actual results, performance or achievements or industryresults to be materially different from those contemplated, projected,forecasted, estimated or budgeted, whether expressed or implied, bythese forward-looking statements. These factors include: (1) thefailure to obtain and retain expected synergies from the merger withTelewest and acquisition of Virgin Mobile; (2) rates of success inexecuting, managing and integrating key acquisitions, including themerger with Telewest and acquisition of Virgin Mobile; (3) the abilityto achieve business plans for the combined ntl: Telewest group; (4)the ability to manage and maintain key customer relationships; (5) theability to fund debt service obligations through operating cash flow;(6) the ability to obtain additional financing in the future and reactto competitive and technological changes; (7) the ability to complywith restrictive covenants in NTL's indebtedness agreements; (8) theability to control customer churn; (9) the ability to compete with arange of other communications and content providers; (10) the effectof technological changes on NTL's businesses; (11) the functionalityor market acceptance of new products that NTL may introduce; (12)possible losses in revenues due to systems failures; (13) the abilityto maintain and upgrade NTL's networks in a cost-effective and timelymanner; (14) the reliance on single-source suppliers for someequipment and software; (15) the ability to provide attractiveprogramming at a reasonable cost; and (16) the extent to which NTL'sfuture earnings will be sufficient to cover its fixed charges.

These and other factors are discussed in more detail under "RiskFactors" and elsewhere in NTL's Form 10-K and NTL Holdings Inc's. Form10-K that were filed with the SEC on February 28, 2006 and March 1,2006 respectively. We assume no obligation to update ourforward-looking statements to reflect actual results, changes inassumptions or changes in factors affecting these statements.