September 10, 2002
ESAT GROUP LIMITED ANNOUNCES RECEIPT OF REQUISITE CONSENTS IN TENDER OFFER AND
CONSENT SOLICITATION IN RESPECT OF ITS 11 7/8% SENIOR NOTES DUE 2009
BT today announced that Esat Group Limited (formerly known as Esat Telecom
Group PLC and Esat Holdings Limited) ("Esat") - a wholly owned subsidiary - has
received the requisite consents from the holders of its 11 7/8% Senior Notes
due 2009 (the "Notes") to certain amendments to the indenture under which the
Notes were issued, and that the consent payment deadline for the offer was 5:00
p.m., London time, on September 9, 2002. Accordingly, holders of Notes can no
longer withdraw tenders or consents.
Esat has received consents from holders of approximately €159 million in
aggregate principal amount, or 91% of the aggregate principal amount of
outstanding Notes. The Notes are subject to the terms and conditions of Esat's
tender offer, as set forth in its Offer to Purchase and Consent Solicitation
Statement dated August 23, 2002. The tender offer is scheduled to expire at 5:
00 p.m., London time, on September 23, 2002, unless extended by Esat, and
holders of the Notes may continue to tender their Notes up to that date. Notes
accepted for payment in the tender offer will be purchased on the third
business day following the expiration date or as soon as practicable
thereafter. Esat will pay accrued interest to the date of purchase.
Esat intends to execute the supplemental indenture promptly. However, the
amendments to the indenture for which the consents were solicited will not
become operative unless and until Esat purchases the Notes validly tendered.
Notes for Editors
Salomon Smith Barney is the dealer manager and HSBC Bank plc is the tender
agent for the tender offer and consent solicitation. Requests for documentation
should be directed to HSBC Bank plc +44 20 7260 6702, Fax. No.: +44 20 7260
8932. Questions regarding the transaction should be directed to Salomon Smith
Barney in New York +1 212 723 6106 or (800) 558 3745 (toll free) or in London
+44 20 7986 8969.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and Consent Solicitation Statement dated August 23, 2002, copies of which are
available from the tender agent.
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Inquiries about this news release should be made to the BT Group Newsroom on
its 24-hour number: 020 7356 5369. From outside the UK, dial + 44 20 7356 5369.
All news releases can be accessed at our website
http://www.btplc.com/mediacentre
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