Plusnet acquisition
BT Group PLC
11 December 2006
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
11 December 2006
EXTENSION OF OFFER AND LEVEL OF ACCEPTANCES
BT announces that, as at 1.00 p.m. on 8 December 2006, the first closing date of
the Offer, BT owned or had received valid acceptances of the Offer in respect of
a total of 27,468,775 PlusNet Shares, representing approximately 92.4 per cent.
of the issued share capital of PlusNet and 86.5 per cent. on a fully diluted
basis.
The Offer has been extended for a period of 21 days and will remain open for
acceptance until 1.00 p.m. on 29 December 2006.
As at 1.00 p.m. on 8 December 2006, valid acceptances of the Offer had been
received in respect of a total of 18,594,258 PlusNet Shares, representing
approximately 58.5 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, 7,501,252 PlusNet Shares which are the subject of such irrevocable
undertakings or a letter of intent. One Director of PlusNet has accepted the
offer but not yet provided BT with the relevant share certificates in relation
to 6,256 PlusNet Shares owned by him, all of which are the subject of an
irrevocable undertaking. These certificates are expected to be provided to BT
later today.
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 and, in any
event, by no later than 1.00 p.m. on 29 December 2006.
PlusNet Shareholders are advised that BT might not extend the Offer beyond 1.00
p.m. on 29 December 2006, in which case it would not be possible to accept the
Offer after that time. However, BT reserves the right to extend the Offer should
it wish to do so.
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