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
1 Churchill Place
London E14 5HP
United Kingdom
Telephone: +44 (0) 20 3134
8515
Attn: Liability Management
Group
Email: eu.lm@barclays.com
|
J.P. Morgan Securities
plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
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.