REG - British Telecom PLC - BT PLC ANNOUNCES TENDER OFFERS

BTAnnouncement

13/06/2024 09:30

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RNS Number : 3088S  British Telecommunications PLC  13 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.

13 June 2024

BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES TENDER OFFERS

British Telecommunications public limited company (the "Offeror") announces
that it is inviting 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") to tender their Notes for purchase by the Offeror for cash in an
aggregate nominal amount of up to the Maximum Acceptance Amount (as defined
below), subject to pro rata scaling, if applicable, and subject to applicable
law and regulation and the offer and distribution restrictions and the
satisfaction or waiver of the New Financing Condition (as defined below) and
the other conditions described in the tender offer memorandum dated 13 June
2024 (the "Tender Offer Memorandum") (each such invitation an "Offer" and
together the "Offers").

 

 Description                                                  ISIN          Outstanding Nominal Amount  Benchmark Rate                         Fixed Spread     Purchase Price                        Maximum Acceptance Amount

(basis points)
 EUR 650,000,000 0.500 per cent. Notes due 12 September 2025  XS2051494222  EUR 650,000,000             2025 Notes Interpolated Mid-Swap Rate  +0               To be determined at the Pricing Time  Subject as set out herein, up to an aggregate nominal amount of the Notes

                                                                                                                         expected to be equal to the aggregate nominal amount of the New Notes (as
                                                                                                                                                                                                      defined below) (the "Maximum Acceptance Amount"). The Maximum Acceptance
                                                                                                                                                                                                      Amount will be announced as soon as practicable after the pricing of the New
                                                                                                                                                                                                      Notes, subject to the right of the Offeror to increase or decrease such amount
                                                                                                                                                                                                      in its sole and absolute discretion
 EUR 1,300,000,000 1.750 per cent. Notes due 10 March 2026    XS1377679961  EUR 1,300,000,000           2026 Notes Interpolated Mid-Swap Rate  +15              To be determined at the Pricing Time

 THE OFFERS WILL COMMENCE ON 13 JUNE 2024 AND WILL EXPIRE AT 4.00 P.M. (LONDON
 TIME) ON 19 JUNE 2024 (THE "EXPIRATION TIME") UNLESS EXTENDED, WITHDRAWN,
 AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR.

 THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN
 THE ABOVE DEADLINE.

The Offers are 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.

Rationale for the Offers

The rationale for the Offers is to optimise the liquidity and debt maturity
profile of the Offeror and BT Group plc. Notes purchased by the Offeror
pursuant to the Offers will be cancelled and will not be re-issued or re-sold.
Notes which have not been validly submitted and accepted for purchase pursuant
to the Offers will remain outstanding.

Details of the Offers

The submission of a valid Tender Instruction through the Clearing Systems will
be irrevocable except in the limited circumstances in which the revocation of
a Tender Instruction is specifically permitted in accordance with the terms of
the Offers.

Purchase Price

The 2025 Notes Purchase Price will be calculated at or around the Pricing Time
as the price (expressed as a percentage of the nominal amount of the 2025
Notes accepted for purchase pursuant to the 2025 Notes Offer and rounded to
the third decimal place, with 0.0005 being rounded upwards) equal to (a) each
remaining payment of principal and interest on the 2025 Notes up to and
including 12 September 2025 (being the maturity date of the 2025 Notes),
discounted to the Settlement Date at a discount rate equal to the 2025 Notes
Repurchase Yield (being the sum of the 2025 Notes Interpolated Mid-Swap Rate
and the 2025 Notes Fixed Spread), less (b) the Accrued Interest in respect of
the 2025 Notes.

The 2026 Notes Purchase Price will be calculated at or around the Pricing Time
as the price (expressed as a percentage of the nominal amount of the 2026
Notes accepted for purchase pursuant to the 2026 Notes Offer and rounded to
the third decimal place, with 0.0005 being rounded upwards) equal to (a) each
remaining payment of principal and interest on the 2026 Notes up to and
including 10 March 2026 (being the maturity date of the 2026 Notes),
discounted to the Settlement Date at a discount rate equal to the 2026 Notes
Repurchase Yield (being the sum of the 2026 Notes Interpolated Mid-Swap Rate
and the 2026 Notes Fixed Spread), less (b) the Accrued Interest in respect of
the 2026 Notes.

The determination of the 2025 Notes Purchase Price and the 2026 Notes Purchase
Price will, in the absence of manifest error, be final and binding on all
parties.

Tender Consideration

The consideration (the "Tender Consideration") payable, subject to
satisfaction or waiver of the New Financing Condition, on the Settlement Date
to a Qualifying Holder whose Notes are validly Offered for Sale and accepted
for purchase by the Offeror pursuant to the Offers will be an amount in EUR
equal to the sum of: (i) the product of (x) the relevant Purchase Price and
(y) the nominal amount of the relevant Notes; and (ii) the relevant Accrued
Interest Amount in respect of such Notes, rounded, if necessary, to the
nearest EUR 0.01, with EUR 0.005 being rounded upwards.

Maximum Acceptance Amount and Acceptance on a Pro-Rata Basis

The Offeror proposes to accept Notes for purchase up to the Maximum Acceptance
Amount on the terms and subject to the conditions (including the satisfaction
or waiver of the New Financing Condition) contained in the Tender Offer
Memorandum (although the Offeror reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum Acceptance
Amount).

Until the Offeror announces the final aggregate nominal amount of each Series
(if any) accepted for purchase, no assurance can be given that any Notes
validly Offered for Sale pursuant to the Offers will be accepted. Even if the
New Financing Condition is satisfied, the acceptance of any Notes validly
Offered for Sale is at the sole and absolute discretion of the Offeror and the
Offeror reserves the absolute right not to accept any Notes validly Offered
for Sale pursuant to the Offers. The Offeror will determine the allocation of
the aggregate nominal amount accepted for purchase pursuant to the Offers
among each Series (the "Series Acceptance Amounts" and each, a "Series
Acceptance Amount") in its sole and absolute discretion and may purchase
considerably less (or none) of one Series than of another Series.

If the Offeror decides to accept Notes of any Series for purchase pursuant to
the Offers and in the event that valid Tender Instructions are received in
respect of an aggregate nominal amount of a Series which is greater than the
relevant Series Acceptance Amount, such Tender Instructions will be accepted
on a pro rata basis as further set out in the Tender Offer Memorandum such
that the aggregate nominal amount of such Series accepted for purchase is no
greater than the relevant Series Acceptance Amount.

New Notes and New Financing Condition

The Offeror announced on 13 June 2024 its intention, subject to market
conditions, to issue a new series of euro-denominated fixed rate notes (the
"New Notes"), unconditionally and irrevocably guaranteed by BT Group plc.
Whether the Offeror will accept for purchase any Notes validly tendered in the
Offers is subject, without limitation, to (unless such condition is waived by
the Offeror in its sole and absolute discretion) the successful completion (in
the sole determination of the Offeror) of the issue of the New Notes (the "New
Financing Condition").

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror intends to give
preference to those Holders who, prior to such allocation, have validly
tendered (or have given a firm indication to the Offeror or any Dealer Manager
that they intend to tender) their Notes pursuant to the Offers. Therefore, a
Holder who wishes to subscribe for New Notes in addition to tendering its
Notes for purchase pursuant to the Offers may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the allocation of the
New Notes, subject to the issue of the New Notes and such Holder making a
separate application for the purchase of such New Notes to a Dealer Manager
(in its capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Dealer Manager.
However, the Offeror is not obliged to allocate the New Notes to a Holder who
has validly tendered or indicated a firm intention to tender the Notes
pursuant to the Offers and, if New Notes are allocated, the nominal amount
thereof may be less or more than the nominal amount of Notes tendered by such
Holder and accepted by the Offeror pursuant to the Offer. Any such allocation
will also, among other factors, take into account the minimum denomination of
the New Notes (being EUR 100,000 in the case of the New Notes).

All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures. In the event that a Holder validly tenders Notes
pursuant to the Offer, such Notes will remain subject to such tender and the
conditions of the Offers as set out in the Tender Offer Memorandum
irrespective of whether that Holder receives all, part or none of any
allocation of New Notes for which it has applied.

Holders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Time and any Holder that wishes
to subscribe for New Notes in addition to tendering existing Notes for
purchase pursuant to the Offers should therefore provide, as soon as
practicable, and prior to the allocation of the New Notes, to any Dealer
Manager any indications of a firm intention to tender Notes for purchase
pursuant to the Offers and the quantum of Notes that it intends to tender in
order for this to be taken into account as part of the New Notes allocation
process.

Expected Timetable of Events

 Events/Dates                                                                     Times and Dates
 Launch Date                                                                      13 June 2024

 Offers announced. Clearing System Notices distributed via the Clearing Systems
 and Tender Offer Memorandum available to Qualifying Holders upon request from
 the Tender Agent.
 Announcement of the Maximum Acceptance Amount                                    As soon as reasonably practicable following pricing of the New Notes and

                                                                                expected to be on 14 June 2024
 Announcement of the Maximum Acceptance Amount for the Offers.
 Expiration Time                                                                  4.00 p.m. (London time) on 19 June 2024

 Deadline for receipt by the Tender Agent of Tender Instructions.

 Qualifying Holders should note that Tender Instructions must be submitted in
 accordance with the deadlines of the Clearing System, which will be before the
 Expiration Time.
 Announcement of indicative results of the Offers                                 As soon as reasonably practicable after the Expiration Time and expected to be

                                                                                on 20 June 2024
 Announcement by the Offeror of a non-binding indication of the level at which
 it expects to set the Series Acceptance Amounts and indicative pro-ration
 factors (if any) in the event the Offeror decides to accept Notes which have
 been validly Offered for Sale pursuant to the Offers.
 Pricing Time                                                                     At or around 11.00 a.m. (London time) on 20 June 2024

 Determination of the 2025 Notes Interpolated Mid-Swap Rate, the 2026 Notes
 Interpolated Mid-Swap Rate, the 2025 Notes Repurchase Yield, the 2026 Notes
 Repurchase Yield, the 2025 Notes Purchase Price and the 2026 Notes Purchase
 Price.
 Announcement of the results of the Offers                                        As soon as reasonably practicable after the Pricing Time on 20 June 2024

 Announcement of (i) whether the Offeror will accept (subject to satisfaction
 or waiver of the New Financing Condition) any Notes pursuant to the Offers
 and, if so accepted, of the aggregate nominal amount of Notes of each Series
 so accepted for purchase, (ii) for any Series accepted for purchase, the
 pricing details, being, as applicable, the 2025 Notes Interpolated Mid-Swap
 Rate, the 2025 Notes Repurchase Yield, the 2025 Notes Purchase Price, the 2026
 Notes Interpolated Mid-Swap Rate, the 2026 Notes Repurchase Yield and the 2026
 Notes Purchase Price and (iii) the final Series Acceptance Amounts and
 pro-ration factors (if any) in respect of each Series.
 Settlement Date                                                                  Expected to be 24 June 2024

 Subject to satisfaction or waiver of the New Financing Condition on or prior
 to such date, settlement of the Offers.

 Payment of Tender Consideration in respect of Notes accepted for purchase.

This is an indicative timetable and is subject to the right of the Offeror to
extend, re-open, amend and/or terminate the Offers (subject to applicable law
and as provided in the Tender Offer Memorandum). Announcements and notices to
be given to Qualifying Holders in connection with the Offers will be made (i)
by publication via the Regulatory News Service and (ii) by the delivery of
notices to the Clearing Systems for communication to Direct Participants.
Announcements may also be made by issue of a press release to one or more
Notifying News Service(s). Copies of all such announcements, press releases
and notices can also be obtained upon request from the Tender Agent.

Qualifying Holders are advised to check with any Intermediary through which
they hold their Notes as to the deadlines by which such Intermediary would
require receipt of instructions from Qualifying Holders to participate in, or
to withdraw their instructions to participate in, the Offers in accordance
with the terms and conditions of the Offers as described in the Tender Offer
Memorandum in order to meet the relevant deadlines (which will be earlier than
the deadlines set out above) and the corresponding deadlines set by the
Clearing Systems.

Qualifying Holders are advised to read carefully the Tender Offer Memorandum
for full details of, and information on the procedures for participating in,
the Offers.

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
 Telephone: +44 (0) 20 3134 8515

                                  United Kingdom
 Attn: Liability Management Group

 Email: eu.lm@barclays.com

                                    Telephone: +44 207 134 2468

                                    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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