BT plc Indicative results of offers

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 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attn: Liability Management Group Email: [e-mail]	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Attn: EMEA Liability Management Group Email: [e-mail]
THE TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Tel: [phone] Attn: David Shilson Email: [e-mail] 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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