PlusNet offer update
BT Group PLC
02 January 2007
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada or Japan, or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such other jurisdiction.
ANNOUNCEMENT - FOR IMMEDIATE RELEASE
BRITISH TELECOMMUNICATIONS PLC
RECOMMENDED CASH OFFER FOR PLUSNET PLC
2 January 2007
OFFER UNCONDITIONAL AS TO ACCEPTANCES AND EXTENSION OF OFFER
BT announces that, as at 1.00 p.m. on 29 December 2006, the second closing date
of the Offer, BT owned or had received valid acceptances of the Offer in respect
of a total of 28,647,534 PlusNet Shares, representing approximately 96.3 per
cent. of the issued share capital of PlusNet and 90.3 per cent. of the PlusNet
Shares to which the Offer relates on a fully diluted basis. Accordingly, the
acceptance condition has been satisfied and the Offer is therefore unconditional
as to acceptances.
In addition, the Irish Competition Authority has cleared the proposed
acquisition of PlusNet by BT. Accordingly, the condition of the Offer relating
to clearance by the Irish Competition Authority has been satisfied.
The Offer is still subject to certain other conditions, as set out in the Offer
Document. The Offer has been extended and will remain open for acceptance until
further notice.
As at 1.00 p.m. on 29 December 2006, valid acceptances of the Offer had been
received in respect of a total of 19,773,017 PlusNet Shares, representing
approximately 66.4 per cent. of the issued share capital of PlusNet.
On 16 November 2006, BT announced that it had received irrevocable undertakings
and a letter of intent to accept the Offer from the PlusNet Directors and
certain other PlusNet Shareholders in respect of, in aggregate, 7,507,508
PlusNet Shares, representing approximately 25.2 per cent. of the issued share
capital of PlusNet. BT has received valid acceptances in respect of, or has
acquired, all of the PlusNet Shares which are the subject of such irrevocable
undertakings or letter of intent.
In addition, BT holds 8,874,517 PlusNet Shares, representing approximately 29.8
per cent. of the issued share capital of PlusNet.
PlusNet Shareholders who wish to accept the Offer, and who have not done so,
should (in the case of PlusNet Shares which are not held in CREST) complete,
sign and return their Form(s) of Acceptance in accordance with the instructions
printed thereon or (in the case of PlusNet Shares which are held in CREST)
effect an Electronic Acceptance, in each case as soon as possible.
Save as disclosed above and in the announcements made by BT on 21 and 22
November 2006, no PlusNet Shares have been acquired or agreed to be acquired by
or on behalf of BT or any person acting in concert with BT during the Offer
Period and neither BT nor any person acting in concert with BT has the benefit
of any irrevocable commitment or letter of intent in respect of any PlusNet
Shares or has any interest in any PlusNet Shares, or any short position (whether
conditional or absolute and whether in the money or otherwise and including any
short position under a derivative), any agreement to sell, any delivery
obligation, any right to require another person to purchase or take delivery in
respect of any PlusNet Shares, any right to subscribe for any PlusNet Shares or
any stock borrowing or lending arrangement in respect of any PlusNet Shares.
None of the valid acceptances referred to above have been received from persons
acting in concert with BT.
Words and expressions which are defined in the offer document dated 17 November
2006 containing the Offer (the "Offer Document") apply to this announcement
unless otherwise indicated.
The directors of BT accept responsibility for the information contained in this
Announcement. To the best of the knowledge and belief of the directors of BT,
who have taken all reasonable care to ensure that such is the case, the
information contained in this Announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for BT and no-one else in
connection with the Offer and will not be responsible to anyone other than BT
for providing the protections afforded to its customers or for providing advice
in relation to the Offer or in relation to the contents of this Announcement or
any transaction or arrangement referred to herein.
This Announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise. The Offer is made solely through the Offer Document, an
advertisement placed in The Times (UK edition) on 18 November 2006 and the Form
of Acceptance. The Offer Document and the Form of Acceptance were dispatched by
BT to PlusNet Shareholders, other than certain Overseas PlusNet Shareholders,
(and, for information only, to participants in the PlusNet Share Option Schemes)
on 17 November 2006. The Offer Document and the Form of Acceptance contain the
full terms and conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made only on the
basis of the information contained in the Offer Document and the Form of
Acceptance. The laws of relevant jurisdictions may affect the availability of
the Offer to overseas persons. Overseas persons, or persons who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory requirements.
The Offer Document is available for public inspection in the United Kingdom.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, Canada, Japan or any Prohibited Jurisdiction
and, subject to certain exceptions, the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within the United
States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of the
Offer Document, the Form of Acceptance and any related or accompanying document
are not being, and must not be, directly or indirectly, mailed, distributed,
forwarded, transmitted or otherwise sent, in whole or in part, in, into or from
the United States, Canada, Japan or any Prohibited Jurisdiction, and persons
receiving this Announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail, transmit, forward or send it in, into
or from the United States, Canada, Japan or any Prohibited Jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Persons receiving
the Offer Document, the Form of Acceptance or any related or accompanying
document (including custodians, nominees and trustees) should not distribute,
mail, transmit, forward or send them or any of them in, into or from the United
States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any
such means, instrumentality or facility for any purpose related to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange