REG - British Telecom PLC - BT plc Indicative results of offers

BTAnnouncement

20/06/2024 10:30

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RNS Number : 2280T  British Telecommunications PLC  20 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.

20 June 2024

BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES INDICATIVE RESULTS
OF OFFERS

British Telecommunications public limited company (the "Offeror") announces
today the indicative results of its 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").

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Tender Offer Memorandum.

The Expiration Time for the Offers was 4.00 p.m. (London time) on 19 June
2024. Settlement is expected to take place on 24 June 2024.

The Offeror hereby announces, on a non-binding and indicative basis only, that
it will accept for purchase in accordance with the terms and subject to the
conditions (including the New Financing Condition) set out in the Tender Offer
Memorandum, all Notes validly Offered for Sale pursuant to the Offers, without
pro-ration, in an aggregate nominal amount of EUR 454,898,000. The Offeror
further announces, on a non-binding and indicative basis only, the aggregate
nominal amount of each Series validly accepted for purchase (each a "Series
Acceptance Amount") are expected to be as set out in the table below.

 

 Description                                                  ISIN          Outstanding Nominal Amount  Indicative Series Acceptance Amount
 EUR 650,000,000 0.500 per cent. Notes due 12 September 2025  XS2051494222  EUR 650,000,000             EUR 230,978,000

 EUR 1,300,000,000 1.750 per cent. Notes due 10 March 2026    XS1377679961  EUR 1,300,000,000           EUR 223,920,000

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 will take place at or around 11.00 a.m. (London time) today (the
"Pricing Time").

The Offeror will announce the final results of the Offers as soon as
reasonably practicable after the Pricing Time. The Offeror currently expects
to make such announcement today. Such announcement will specify (i) whether
the Offeror will (subject to satisfaction or waiver of the New Financing
Condition) accept any Notes of either Series pursuant to the Offers and, if so
accepted, the aggregate nominal amount 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. Any requests for information in
relation to the Offers should be directed to the Dealer Managers or the Tender
Agent whose contact details are listed 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.

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by
each of the Offeror, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.

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