Offer Update
BT Group PLC
05 April 2004
BT GROUP PLC
OFFER FOR TRANSCOMM PLC
Not for release, publication or distribution in or into the USA, Canada or
Japan.
FOR IMMEDIATE RELEASE
5 April 2004
British Telecommunications plc
Recommended cash offer
for
Transcomm plc
Extension of the Offer
On 15 March 2004 British Telecommunications plc ("BT") announced that the Offer
had become unconditional in all respects. By 3.00 p.m. on 5 April 2004 valid
acceptances of the Offer had been received in respect of a total of 95,443,868
Transcomm Shares, representing approximately 91.77 per cent. of the issued share
capital of Transcomm.
The Offer has been extended and will remain open for acceptance until 3.00pm on
13 April 2004.
Transcomm Shareholders who have not accepted the Offer are strongly encouraged
to complete and return their Form of Acceptance (whether or not their Transcomm
Shares are held in CREST) as soon as possible to be received by post or (during
normal business hours) by hand by Lloyds TSB Registrars plc, Princess House, 1
Suffolk Lane, London EC4R 0AX.
On 23 January 2004, BT announced that it had received irrevocable undertakings
to accept the Offer in respect of 49,652,107 Transcomm Shares, representing
approximately 48.3 per cent. of the issued share capital of Transcomm.
Neither BT, nor any person acting, or deemed to be acting, in concert with BT
for the purpose of the Offer owned, or controlled, any Transcomm Shares or any
rights over any Transcomm Shares immediately prior to the commencement of the
Offer Period. Neither BT, nor any person acting, or deemed to be acting, in
concert with BT for the purposes of the Offer has acquired or (other than
pursuant to the Offer) agreed to acquire any Transcomm Shares or (save for the
irrevocable undertakings to accept the Offer referred to in the announcement by
BT on 23 January 2004) any rights over any Transcomm Shares during the Offer
Period. None of the valid acceptances referred to above have been received from
persons acting in concert with BT.
Words and expressions defined in the offer document dated 7 February 2004 have
the same meaning in this announcement, unless the context requires otherwise.
The directors of British Telecommunications plc accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of British Telecommunications plc (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.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for BT Group plc and British Telecommunications plc and
for no one else in relation to the Offer and will not be responsible to anyone
other than BT Group plc and British Telecommunications plc for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
document.
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,
electronic mail, facsimile transmission, telex or telephone) or interstate or
foreign commerce of, or any facilities of a national securities exchange of, the
USA, or in or into Canada or Japan, and, subject to certain exceptions, the
Offer is not capable of acceptance by any such use, means or instrumentality or
facilities or from or within the USA, Canada or Japan. Accordingly, this
announcement is not being made in the USA, Canada or Japan and copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the USA, Canada or Japan.
Doing so may render invalid any purported acceptance of the Offer. Any person
(including, without limitation, nominees, trustees or custodians) who are
overseas persons or who would, or otherwise intend to, forward this announcement
to any jurisdiction outside the United Kingdom or to overseas persons should
seek appropriate professional advice before taking any action.
This information is provided by RNS
The company news service from the London Stock Exchange