TIDMBT.A
RNS Number : 2091J
BT Group PLC
01 April 2015
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
1 April 2015
BT Group plc ("BT" or the "Company")
Publication of Circular and Notice of General Meeting
Further to the announcement by BT on 5 February 2015 relating to
BT's agreement of definitive terms to acquire EE Limited (the
"Proposed Acquisition"), BT announces today that the UK Listing
Authority has approved a Class 1 circular in relation to the
Proposed Acquisition (the "Circular") dated 1 April 2015.
BT shareholders who have elected for printed shareholder
documents will shortly receive, amongst other documents, a hard
copy of the Circular (other BT shareholders will be sent
notification that the Circular is available online). As set out in
the Circular, a General Meeting will be held at 10.00 a.m. on 30
April 2015 at Old Billingsgate, 1 Old Billingsgate Walk, London,
EC3R 6DX to allow BT shareholders to vote on the resolutions
required to approve and implement the Proposed Acquisition and
related matters. These resolutions will require approval by a
simple majority of the BT shareholders present and voting (in
person or by proxy) at the General Meeting.
In addition to the passing of the required resolutions at the
General Meeting, completion of the Proposed Acquisition is
conditional upon obtaining merger clearance, in particular from the
UK Competition and Markets Authority.
The timetable of principal events is as follows:
Announcement of Proposed Acquisition 5 February 2015
Publication of the Circular 1 April 2015
and Notice of General Meeting
Latest time and date for receipt 10.00 a.m. on
of Forms of Proxy 28 April 2015
General Meeting 10.00 a.m. on
30 April 2015
Copies of the Circular are available for inspection on BT's
website at
www.bt.com/generalmeeting or can be inspected during normal
business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of Freshfields Bruckhaus Deringer
LLP, 65 Fleet Street, London EC4Y 1HS from the date of the Circular
up to and including the date of the General Meeting and for the
duration of the General Meeting. A copy of the Circular will also
be submitted to the National Storage Mechanism, where it will
shortly be available for inspection at
www.morningstar.co.uk/uk/NSM
Capitalised terms not otherwise defined in this announcement
shall have the meaning given to them in the Circular.
Enquiries:
BT Group plc
Press office:
Dan Thomas Tel: 020 7356 5369
Investor relations:
Damien Maltarp Tel: 020 7356 4909
For further information
Enquiries 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
web site: http://www.btplc.com/News
Goldman Sachs International is acting as lead financial adviser
to BT in connection with the Proposed Acquisition. J.P. Morgan
Cazenove is acting as financial adviser, Sponsor and corporate
broker to BT in connection with the Proposed Acquisition. Perella
Weinberg is also acting as a financial adviser to BT in connection
with the Proposed Acquisition.
IMPORTANT NOTICE
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for ordinary shares in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, ordinary shares will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in the United
States or any other jurisdiction, where to do so might constitute a
violation of local securities laws or regulations.
The Consideration Shares to be issued in connection with the
Proposed Acquisition and any other securities referred to herein
have not been and will not be registered under the Securities Act
or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an
applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. There will be no public offer of
the consideration shares and any other securities referred to in
this announcement in the United States.
The distribution of this Announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction.
The price and value of securities can go down as well as up.
Past performance is not a guide to future performance. The contents
of this Announcement are not to be construed as legal, business,
financial or tax advice. Each Shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or
tax advice.
Notice to all investors
Goldman Sachs International is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom. J.P. Morgan Limited (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) is authorised and
regulated in the United Kingdom by the Financial Conduct Authority.
Perella Weinberg Partners UK LLP ("Perella Weinberg") is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority. Each of Goldman Sachs International, J.P. Morgan
Cazenove and Perella Weinberg are acting exclusively for the
Company and are acting for no one else in connection with the
Proposed Acquisition and will not regard any other person (whether
or not a recipient of this document) as a client in relation to the
Proposed Acquisition and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients, nor for providing advice in connection with the
Proposed Acquisition or any other matter, transaction or
arrangement referred to in this announcement.
Aside from the responsibilities and liabilities, if any, which
may be imposed by the FSMA or the regulatory regime established
thereunder, or under the applicable regulatory regime of any
jurisdiction where exclusion of responsibility or liability under
the relevant regulatory regime would be illegal, void or
unenforceable, none of Goldman Sachs International, J.P. Morgan
Cazenove, Perella Weinberg or any of their respective affiliates
accepts any responsibility or liability whatsoever or make any
representation or warranty, express or implied as to the contents
of this Announcement, including its accuracy, fairness,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Proposed Acquisition or the Consideration Shares
and nothing in this Announcement is, or shall be relied upon as, a
promise or representation in this respect, whether as to the past
or future. Each of Goldman Sachs International, J.P. Morgan
Cazenove and Perella Weinberg and their respective affiliates
accordingly disclaims to the fullest extent permitted by law all
and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this Announcement or any such
statement. Each of Goldman Sachs International, J.P. Morgan
Cazenove and Perella Weinberg and/or their affiliates provides
various investment banking, commercial banking and financial
advisory services from time to time to the Company.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company, Goldman
Sachs International, J.P. Morgan Cazenove or Perella Weinberg.
Subject to the Listing Rules, the Prospectus Rules and the
Disclosure and Transparency Rules, the issue of this Announcement
shall not, in any circumstances, create any implication that there
has been no change in the affairs of the Company since the date of
this Announcement or that the information in it is correct as at
any subsequent date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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