TIDM72NS
RNS Number : 9825U
British Telecommunications PLC
08 December 2021
8 December 2021
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT
British Telecommunications public limited company
(incorporated with limited liability under the laws of England
and Wales)
(the Issuer)
announces adjourned meeting in connection with its Consent
Solicitation in respect of its
EUR500,000,000 Capital Securities due 2080 (XS2119468572) (the
Securities)
guaranteed by BT Group plc
Background
To better align "change of control" terms with its existing and
New Securities, on 15 November 2021 the Issuer announced an
invitation (the Consent Solicitation) to holders of its Securities
to consent, by way of Extraordinary Resolution at a meeting of the
Holders, to certain amendments to the Conditions of the Securities
to insert a customary change of control call option and an interest
rate step-up provision for the benefit of Holders if the Issuer
does not elect to redeem the Securities following the occurrence of
a Change of Control Event (the Proposal), as more fully described
in the consent solicitation memorandum dated 15 November 2021 (the
Consent Solicitation Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Adjourned Meeting
Notice is hereby given to Holders that, at the Meeting held
earlier today, Holders present or represented at the Meeting
represented 66.29 per cent. in principal amount of the Securities
for the time being outstanding and Eligible Holders present or
represented at the Meeting represented 58.18 per cent. in principal
amount of the Securities for the time being outstanding.
The Meeting was therefore adjourned through lack of quorum and
will be held via teleconference (using a video enabled platform)
from 10.00 am (London time) on 23 December 2021 for the purpose of
considering and, if thought fit, passing the Extraordinary
Resolution. The quorum at the adjourned Meeting will be one or more
persons present and holding or representing not less than one third
in principal amount of the Securities for the time being
outstanding.
As the Issuer has already obtained valid consent instructions
from Eligible Holders in excess of one third in principal amount of
the Securities outstanding, of which 100% were instructed in favour
of the Extraordinary Resolution, the Issuer therefore expects the
Extraordinary Resolution to be approved at the adjourned Meeting
and for the Proposal to be implemented.
Notice will be sent to holders of the Securities to convene the
adjourned Meeting to consider, and if thought fit, approve the
Proposed Amendments by way of Extraordinary Resolution. Holders are
directed to the Notice of Adjourned Meetings and the Consent
Solicitation Memorandum which contains the full terms of the
Proposed Amendments and details of the Adjourned Meeting.
General
For the purpose of the Consent Solicitation, Eligible Holder
means a Holder that is eligible to participate in the Consent
Solicitation on the basis that such Holder is a person to whom the
Consent Solicitation can otherwise be lawfully made and that may
lawfully participate in the Consent Solicitation and that (a) is
not a U.S. person (as defined in Regulation S under the Securities
Act), is not acting for the account or benefit of any U.S. person,
and that it is not located or resident in the United States, (b) is
not a Sanctions Restricted Person, and (c) is an eligible
counterparty or a professional client (each as defined in Directive
2014/65/EU (as amended) or an eligible counterparty as defined in
the FCA Handbook Conduct of Business Sourcebook or a professional
client as defined in Regulation (EU) No 600/2014 as it forms part
of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018, as amended.
Holders are advised to read the Consent Solicitation Memorandum
carefully for full details of, and information on the procedures
for participating in, the Consent Solicitation.
Further details on the Consent Solicitation can be obtained
from:
The Solicitation Agent
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 (0) 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
Requests for documentation and information in relation to the
procedures for delivering Electronic Voting Instructions should be
directed to:
The Information and Tabulation Agent
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: bt@lucid-is.com
This announcement is released by British Telecommunications
public limited company and contains information that may have
qualified as inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(UK MAR), encompassing information relating to the Offer described
above. For the purposes of UK MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018, this
announcement is made by Andrew Binnie, BT Group Treasury Director
of British Telecommunications public limited company.
DISCLAIMER This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Extraordinary Resolution, it is recommended to seek its own
financial, legal and investment advice, including in respect of any
tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Securities are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Consent Solicitation or otherwise participate at
the Meeting (or any adjourned such meeting). None of the Issuer,
the Guarantor, the Solicitation Agent, Citibank, N.A., London
Branch as agent, the Tabulation Agent or The Law Debenture Trust
Corporation p.l.c. as trustee expresses any opinion about the terms
of the Consent Solicitation or the Extraordinary Resolution or
makes any recommendation whether Holders should participate in the
Consent Solicitation or otherwise participate at the Meeting.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law, and persons into whose possession this announcement and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions. Nothing in
this announcement constitutes or contemplates an offer to buy or
the solicitation of an offer to sell securities in the United
States or in any other jurisdiction.
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END
MSCUPGCWPUPGGUR
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