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ntl Incorporated announces agreement to sell Broadcast business for GBP 1.27 billion

LONDON, December 2, 2004 - ntl Incorporated (NASDAQ: NTLI) today announced that it has entered into a definitive agreement to sell its broadcast business to a consortium led by Macquarie Communications Infrastructure Group (MCG) and including Macquarie Bank Limited, Industry Funds Management (Nominees) Limited and other third party investors for a purchase price of GBP 1.27 billion. The sale is subject to regulatory approval and is expected to close in the first quarter of 2005. ntl and the broadcast business have also entered into certain agreements relating to the provision of future services.

ntl is currently evaluating alternative uses of the proceeds generated from the sale. These alternatives include a special dividend to shareholders and/or stock repurchases, debt repayment and general corporate purposes. The decision regarding use of proceeds, which will be designed to maximize shareholder value, will be made after the sale is completed, taking into account tax, legal and structural considerations.

Simon Duffy, Chief Executive Officer of ntl, said, "We are very pleased to have agreed the sale of our Broadcast division to MCG on these terms. MCG has been an excellent owner of a similar business we sold to them in Australia in 2002 and I am sure that they will prove to be an equally good owner of our UK Broadcast business. The 2002 transaction has proved to be highly beneficial to both MCG and ntl and I am confident that the transaction we are announcing today will prove to be just as successful for both parties. Going forward, this transaction will enable us to focus on continuing to grow our core cable and broadband businesses."

The broadcast business provides tower site leasing, broadcast transmission, satellite, media, public safety communications and other network services in the UK and the Republic of Ireland. The broadcast business' customers include the leading UK mobile wireless operators, all major commercial television and radio broadcasters and public safety organizations such as the police, fire and ambulance services. The broadcast business has the second largest independent portfolio of wireless towers and sites available for lease in the UK.