REG - British Telecom PLC - BT PLC ANNOUNCES MAXIMUM ACCEPTANCE AMOUNT

BTAnnouncement

14/06/2024 12:15

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RNS Number : 5296S  British Telecommunications PLC  14 June 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

14 June 2024

BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES MAXIMUM ACCEPTANCE
AMOUNT

British Telecommunications public limited company (the "Offeror") announces
today, with reference to the invitations made to the holders of its
outstanding EUR 650,000,000 0.500 per cent. Notes due 12 September 2025 (ISIN:
XS2051494222) (the "2025 Notes") and EUR 1,300,000,000 1.750 per cent. Notes
due 10 March 2026 (ISIN: XS1377679961) (the "2026 Notes" and together with the
2025 Notes, the "Notes" and each a "Series") as described in the tender offer
memorandum dated 13 June 2024 (the "Tender Offer Memorandum") (each such
invitation an "Offer" and together the "Offers") that, following pricing of
the New Notes to be issued by the Offeror, the Maximum Acceptance Amount in
respect of the Offers is EUR 750,000,000 in aggregate nominal amount of Notes.

The Offeror reserves the right, in its sole and absolute discretion and for
any reason, to increase or decrease the Maximum Acceptance Amount. The Offeror
will announce the final Series Acceptance Amounts as soon as reasonably
practicable after the Pricing Time on 20 June 2024.

The Offers commenced on 13 June 2024 and will expire at 4.00 p.m. (London
time) on 19 June 2024. Settlement is expected to take place on 24 June 2024.

The Offers are being made on the terms and subject to the conditions
(including satisfaction or waiver of the New Financing Condition) contained in
the Tender Offer Memorandum and should be read in conjunction with the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender Offer
Memorandum.

Barclays Bank PLC and J.P. Morgan Securities plc are acting as Dealer Managers
for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.
For detailed terms of the Offers please refer to the Tender Offer Memorandum
which (subject to offer and distribution restrictions) can be obtained from
the Dealer Managers and the Tender Agent referred to below.

 

 

 

 

 

 

 

 

 

 DEALER MANAGERS
 Barclays Bank PLC                  J.P. Morgan Securities plc

 1 Churchill Place                  25 Bank Street

 London E14 5HP                     Canary Wharf

 United Kingdom                     London E14 5JP

                                    United Kingdom

 Telephone: +44 (0) 20 3134 8515

 Attn: Liability Management Group   Telephone: +44 207 134 2468

 Email: eu.lm@barclays.com          Attn: EMEA Liability Management Group

                                    Email: liability_management_EMEA@jpmorgan.com
 THE TENDER AGENT
 Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Tel: +44 20 7704 0880

Attn: David Shilson

Email: bt@is.kroll.com

Website: https://deals.is.kroll.com/bt

This announcement is released by British Telecommunications public limited
company and contains information that qualified or may have qualified as
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR"),
encompassing information relating to the Offers, as described above. For the
purposes of UK MAR and the Implementing Technical Standards, this announcement
is made by Andrew Binnie, BT Group Treasury Director of the Offeror.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Qualifying Holder is in any doubt as
to the contents of this announcement, the Tender Offer Memorandum or the
action it should take, it is recommended to seek its own financial, legal,
regulatory and tax advice, including in respect of any tax consequences,
immediately from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.

None of the Offeror, the Dealer Managers or the Tender Agent or any of their
respective directors, employees, officers, agents or affiliates expresses any
opinion about the merits of the Offers or makes any recommendation as to
whether or not any Qualifying Holder should offer to sell its Notes and no one
has been authorised by the Offeror, the Dealer Managers or the Tender Agent to
make any such recommendation.

OFFER RESTRICTIONS

UNITED STATES

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Notes may not be tendered in
the Offers by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United States as
defined in Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act").

Accordingly, copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being, and must
not be, directly or indirectly, mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these restrictions
will be invalid, and any purported tender of Notes made by a person located in
the United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

This announcement or the Tender Offer Memorandum is not an offer to buy or
sell, or a solicitation of an offer to buy or sell, any Notes or other
securities in the United States. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act.

Each Holder of Notes participating in the Offers will represent that it is not
a U.S. person, it is not located in the United States and it is not
participating in the Offers from the United States or it is acting on a
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in the Offers from the United States.

For the purposes of this and above paragraphs, "United States" means the
United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia.

UNITED KINGDOM

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to, and may only be acted upon by, those persons in the United
Kingdom falling within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order")) or
persons who are within Article 43 of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order.

BELGIUM

None of this announcement, the Tender Offer Memorandum or any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autorité des services et marchés financiers / Autoriteit
financiële diensten en markten) and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover
Law"), as amended or replaced from time to time. Accordingly, the Offers may
not be advertised and the Offers will not be extended, and none of this
announcement, the Tender Offer Memorandum or any other documents or materials
relating to the Offers (including any memorandum, information circular,
brochure or any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any individual or legal entity in
Belgium other than (i) in reliance upon any private placement exemption set
out in Article 6, §3 of the Belgian Takeover Law or (ii) in any circumstances
set out in Article 6, §4 of the Belgian Takeover Law.

Insofar as Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above investors
qualifying for the private placement exemption set out in Article 6, §3 of
the Belgian Takeover Law and exclusively for the purpose of the Offers.
Accordingly, the information contained in this announcement and the Tender
Offer Memorandum may not be used for any other purpose or disclosed to any
other person in Belgium.

FRANCE

This announcement, the Tender Offer Memorandum and any documents or offering
materials relating to the Offers may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of Regulation (EU) 2017/1129, as amended (the "Prospectus
Regulation") and Article L.411-2 of the French Code monétaire et financier as
amended from time to time. This announcement and the Tender Offer Memorandum
have not been and will not be submitted for clearance to nor approved by the
Autorité des marchés financiers.

REPUBLIC OF ITALY

None of the Offers, this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offers has been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Offers are being carried out in the Republic of Italy ("Italy") as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are located in Italy
may tender their Notes in the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

GENERAL

This announcement and the Tender Offer Memorandum do not constitute an offer
to buy or the solicitation of an offer to sell Notes, and tenders of Notes for
purchase pursuant to the Offers will not be accepted from Holders in any
circumstances in which such offer or solicitation is unlawful.

NEW NOTES

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the prospectus dated 7 June 2024
prepared in connection with the €20,000,000,000 Euro Medium Term Note
Programme of the Offeror (the "Prospectus") and (ii) the relevant final terms
in respect of the New Notes pursuant to which the New Notes are intended to be
issued, and no reliance is to be placed on any representations other than
those contained in the Prospectus. Subject to compliance with all applicable
securities laws and regulations, the Prospectus is available on the website of
the Offeror and from the joint lead managers of the issue of the New Notes, on
request.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. Securities may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been, and will not
be, registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).

Compliance information for the New Notes: EEA MiFID II / UK MiFIR
professionals / ECPs-only /No EEA or UK PRIIPs KID - Manufacturer target
market (MiFID II / UK MiFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No EEA or UK PRIIPs key
information document (KID) has been prepared as not available to retail in EEA
or UK. See the Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities. The minimum denomination of
the New Notes will be EUR 100,000.

 

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