PlusNet Offer Update
BT Group PLC
19 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
19 January 2007
EXTENSION OF OFFER TIMETABLE
BT is pleased to announce that all conditions of the Offer have now been
fulfilled or waived, other than the condition relating to clearance by the
Office of Fair Trading (as set out in paragraph 2 of Part A of Appendix I to the
Offer Document). The decision of the OFT is still awaited and BT has sought an
extension to the period during which all conditions to the Offer must be
satisfied or waived, pursuant to Rule 31.7 of the Code. The Panel has given its
consent to an extension to 5.00 p.m. on 1 February 2007 by which time this
remaining condition must be fulfilled or waived, except with the consent of the
Panel.
If the remaining condition is fulfilled or waived by 5.00 p.m. on 1 February
2007, the Offer will then become or be declared unconditional in all respects
(and be announced as such) and settlement of the consideration due under the
Offer in respect of acceptances of the Offer received by that date and complete
in all respects, will then be effected by the dispatch of cheques or crediting
of CREST accounts (as appropriate) as soon as practicable.
The Offer remains open until further notice. PlusNet Shareholders who have not
yet accepted the Offer are urged to do so without delay.
PlusNet Shareholders who hold PlusNet Shares in certificated form and who wish
to accept the Offer should complete, sign and return their Form of Acceptance in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance. PlusNet Shareholders who hold PlusNet Shares in uncertificated
form (that is, in CREST) and who wish to accept the Offer should follow the
instructions set out in the Offer Document. Additional Forms of Acceptance are
available from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99
6DA, telephone number 0870 609 2158 (or +44 1903 276 342 if telephoning from
outside the UK).
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