TIDM72NS
RNS Number : 0126P
British Telecommunications PLC
06 February 2023
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 UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF
AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION
WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.
6 February 2023
BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES TER
OFFERS
British Telecommunications public limited company (the
"Offeror") announces that it is inviting holders of its outstanding
EUR500,000,000 0.875 per cent. Notes due 26 September 2023 (ISIN:
XS1886402814) (the "2023 Notes"), EUR575,000,000 1.000 per cent.
Notes due 23 June 2024 (ISIN: XS1637334803) (the "June 2024 Notes")
and EUR1,100,000,000 1.000 per cent. Notes due 21 November 2024
(ISIN: XS1720922175) (the "November 2024 Notes" and together with
the 2023 Notes and the June 2024 Notes, the "Notes" and each a
"Series") to tender their Notes for purchase by the Offeror for
cash in an aggregate nominal amount of up to the Maximum Acceptance
Amount (as defined below), subject to pro rata scaling, if
applicable, and subject to applicable law and regulation and the
offer and distribution restrictions and the satisfaction or waiver
of the New Financing Condition (as defined below) and the other
conditions described in the tender offer memorandum dated 6
February 2023 (the "Tender Offer Memorandum") (each such invitation
an "Offer" and together the "Offers").
Description ISIN Outstanding Benchmark Fixed Spread Purchase Maximum Acceptance
Nominal Amount Rate (basis points) Price Amount
EUR500,000,000 XS1886402814 EUR500,000,000 N/A N/A 99.300 per Subject as set out
0.875 per cent. cent. herein, up to an
Notes due 26 aggregate nominal
September 2023 amount of the
Notes expected to
be equal
to the aggregate
nominal amount of
the New Notes (as
defined below)
(the "Maximum
Acceptance
Amount"). The
Maximum Acceptance
Amount will be
announced as soon
as practicable
after the
pricing of the New
Notes, subject to
the right of the
Offeror to
increase or
decrease such
amount in its sole
and absolute
discretion
------------- ----------------- ------------- --------------- ------------ -------------------
EUR575,000,000 XS1637334803 EUR575,000,000 June 2024 -20 To be
1.000 per cent. Notes determined
Notes due 23 Interpolated at the
June 2024 Mid-Swap Pricing
Rate Time
------------- ----------------- ------------- --------------- ------------ -------------------
EUR1,100,000,000 XS1720922175 EUR1,100,000,000 November -15 To be
1.000 per cent. 2024 Notes determined
Notes due 21 Interpolated at the
November 2024 Mid-Swap Pricing
Rate Time
------------- ----------------- ------------- --------------- ------------ -------------------
THE OFFERS WILL COMMENCE ON 6 FEBRUARY 2023 AND WILL EXPIRE 4.00 P.M. (LONDON TIME) ON 10
FEBRUARY 2023 UNLESS EXTED, WITHDRAWN, AMED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION
OF THE OFFEROR.
THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THE ABOVE DEADLINE.
The Offers are made on the terms and subject to the conditions
(including the New Financing Condition) contained in the Tender
Offer Memorandum and should be read in conjunction with the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined
in this announcement shall have the meaning given to them in the
Tender Offer Memorandum.
Rationale for the Offers
The rationale for the Offers is to optimise the liquidity and
debt maturity profile of the Offeror and BT Group plc. Notes
purchased by the Offeror pursuant to the Offers will be cancelled
and will not be re-issued or re-sold. Notes which have not been
validly submitted and accepted for purchase pursuant to the Offers
will remain outstanding.
Details of the Offers
The submission of a valid Tender Instruction through the
Clearing Systems will be irrevocable except in the limited
circumstances in which the revocation of a Tender Instruction is
specifically permitted in accordance with the terms of the
Offers.
Purchase Price
The 2023 Notes Purchase Price shall (subject to satisfaction or
waiver of the New Financing Condition) be 99.300 per cent. of the
nominal amount of the 2023 Notes accepted for purchase pursuant to
the 2023 Notes Offer, equal to EUR993 per EUR1,000.
The June 2024 Notes Purchase Price will be calculated by the
Dealer Managers at or around the Pricing Time as the price
(expressed as a percentage of the nominal amount of the June 2024
Notes accepted for purchase pursuant to the June 2024 Notes Offer
and rounded to the third decimal place, with 0.0005 being rounded
upwards) equal to (a) each remaining payment of nominal and
interest on the June 2024 Notes up to and including 23 June 2024
(being the maturity date of the June 2024 Notes), discounted to the
Settlement Date at a discount rate equal to the June 2024 Notes
Repurchase Yield (being the sum of the June 2024 Notes Interpolated
Mid-Swap Rate and the June 2024 Notes Fixed Spread), less (b) the
Accrued Interest in respect of the June 2024 Notes.
The November 2024 Notes Purchase Price will be calculated by the
Dealer Managers at or around the Pricing Time as the price
(expressed as a percentage of the nominal amount of the November
2024 Notes accepted for purchase pursuant to the November 2024
Notes Offer and rounded to the third decimal place, with 0.0005
being rounded upwards) equal to (a) each remaining payment of
principal and interest on the November 2024 Notes up to and
including 21 November 2024 (being the maturity date of the November
2024 Notes), discounted to the Settlement Date at a discount rate
equal to the November 2024 Notes Repurchase Yield (being the sum of
the November 2024 Notes Interpolated Mid-Swap Rate and the November
2024 Notes Fixed Spread), less (b) the Accrued Interest in respect
of the November 2024 Notes.
The determination of the June 2024 Notes Purchase Price and the
November 2024 Notes Purchase Price by the Dealer Managers will, in
the absence of manifest error, be final and binding on all
parties.
Tender Consideration
The Tender Consideration payable, subject to satisfaction or
waiver of the New Financing Condition, on the Settlement Date to a
Qualifying Holder whose Notes are validly Offered for Sale and
accepted for purchase by the Offeror pursuant to the Offers will be
an amount in EUR equal to the sum of: (i) the product of (x) the
relevant Purchase Price and (y) the nominal amount of the relevant
Notes; and (ii) the relevant Accrued Interest Amount in respect of
such Notes, rounded, if necessary, to the nearest EUR0.01, with
EUR0.005 being rounded upwards .
Maximum Acceptance Amount and Acceptance on a Pro-Rata Basis
The Offeror proposes to accept Notes for purchase up to the
Maximum Acceptance Amount on the terms and subject to the
conditions (including the satisfaction or waiver of the New
Financing Condition) contained in the Tender Offer Memorandum
(although the Offeror reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum
Acceptance Amount).
Until the Offeror announces the final aggregate nominal amount
of each Series (if any) accepted for purchase, no assurance can be
given that any Notes validly Offered for Sale pursuant to the
Offers will be accepted. Even if the New Financing Condition is
satisfied, the acceptance of any Notes validly Offered for Sale is
at the sole and absolute discretion of the Offeror and the Offeror
reserves the absolute right not to accept any Notes validly Offered
for Sale pursuant to the Offers. The Offeror will determine the
allocation of the aggregate nominal amount accepted for purchase
pursuant to the Offers among each Series (the "Series Acceptance
Amounts" and each, a "Series Acceptance Amount") in its sole and
absolute discretion and may purchase considerably less (or none) of
one Series than of another Series.
If the Offeror decides to accept Notes of any Series for
purchase pursuant to the Offers and in the event that valid Tender
Instructions are received in respect of an aggregate nominal amount
of a Series which is greater than the relevant Series Acceptance
Amount, such Tender Instructions will be accepted on a pro rata
basis as further set out in the Tender Offer Memorandum such that
the aggregate nominal amount of such Series accepted for purchase
is no greater than the relevant Series Acceptance Amount.
New Notes and New Financing Condition
The Offeror announced on 6 February 2023 its intention, subject
to market conditions, to issue a new series of euro-denominated
fixed rate notes (the "EUR New Notes") and a new series of
sterling-denominated fixed rate notes (the "GBP New Notes" and
together, the "New Notes"), unconditionally and irrevocably
guaranteed by BT Group plc. Whether the Offeror will accept for
purchase any Notes validly tendered in the Offers is subject,
without limitation, to (unless such condition is waived by the
Offeror in its sole and absolute discretion) the successful
completion (in the sole determination of the Offeror) of the issue
of the EUR New Notes and/or the GBP New Notes (the "New Financing
Condition").
Allocation of the New Notes
When considering allocation of the New Notes, the Offeror
intends to give preference to those Holders who, prior to such
allocation, have validly tendered (or have given a firm indication
to the Offeror or any Dealer Manager that they intend to tender)
their Notes pursuant to the Offers. Therefore, a Holder who wishes
to subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offers may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such Holder making a separate application for the purchase of
such New Notes to a Dealer Manager (in its capacity as a joint lead
manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such Dealer Manager. However, the
Offeror is not obliged to allocate the New Notes to a Holder who
has validly tendered or indicated a firm intention to tender the
Notes pursuant to the Offer and, if New Notes are allocated, the
nominal amount thereof may be less or more than the nominal amount
of Notes tendered by such Holder and accepted by the Offeror
pursuant to the Offer. Any such allocation will also, among other
factors, take into account the minimum denomination of the New
Notes (being EUR100,000 in the case of the EUR New Notes and
GBP100,000 in the case of the GBP New Notes).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures. In the event that a
Holder validly tenders Notes pursuant to the Offer, such Notes will
remain subject to such tender and the conditions of the Offer as
set out in the Tender Offer Memorandum irrespective of whether that
Holder receives all, part or none of any allocation of New Notes
for which it has applied.
Holders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline
for the Offer and any Holder that wishes to subscribe for New Notes
in addition to tendering existing Notes for purchase pursuant to
the Offers should therefore provide, as soon as practicable, and
prior to the allocation of the New Notes, to any Dealer Manager any
indications of a firm intention to tender Notes for purchase
pursuant to the Offers and the quantum of Notes that it intends to
tender in order for this to be taken into account as part of the
New Notes allocation process.
Expected Timetable of Events
Events/Dates Times and Dates
Launch Date 6 February 2023
Offers announced. Clearing System Notices distributed
via the Clearing Systems and Tender
Offer Memorandum available to Qualifying Holders upon
request from the Tender Agent.
Announcement of the Maximum Acceptance Amount As soon as reasonably practicable following pricing of
Announcement of the Maximum Acceptance Amount for the the New Notes and expected to be on
Offers. 7 February 2023
Expiration Time 4.00 p.m. (London time) on 10 February 2023
Deadline for receipt by the Tender Agent of Tender
Instructions.
Qualifying Holders should note that Tender Instructions
must be submitted in accordance with
the deadlines of the Clearing System, which will be
before the Expiration Time.
Announcement of indicative results of the Offers As soon as reasonably practicable after the Expiration
Announcement by the Offeror of a non-binding indication Time and expected to be on 13 February
of the level at which it expects to 2023
set the Series Acceptance Amounts and indicative
pro-ration factors (if any) in the event
the Offeror decides to accept Notes which have been
validly Offered for Sale pursuant to the
Offers.
Pricing Time At or around 12.00 p.m. (London time) on 13 February
Determination of the June 2024 Notes Interpolated 2023
Mid-Swap Rate, the November 2024 Interpolated
Mid-Swap Rate, the June 2024 Notes Repurchase Yield, the
November 2024 Notes Repurchase Yield,
the June 2024 Notes Purchase Price and the November 2024
Notes Purchase Price.
Announcement of the results of the Offers As soon as reasonably practicable after the Pricing Time
Announcement of (i) whether the Offeror will accept on 13 February 2023
(subject to satisfaction or waiver of
the New Financing Condition) any Notes pursuant to the
Offers and, if so accepted, of the
aggregate nominal amount of Notes of each Series so
accepted for purchase, (ii) for any Series
accepted for purchase, the pricing details, being, as
applicable, the 2023 Notes Purchase
Price, the June 2024 Notes Interpolated Mid-Swap Rate,
the June 2024 Notes Repurchase Yield,
the June 2024 Notes Purchase Price, the November 2024
Interpolated Mid-Swap Rate, the November
2024 Notes Repurchase Yield and the November 2024 Notes
Purchase Price and (iii) the final
Series Acceptance Amounts and pro-ration factors (if
any) in respect of each Series.
Settlement Date Expected to be 15 February 2023
Subject to satisfaction or waiver of the New Financing
Condition on or prior to such date,
settlement of the Offers.
Payment of Tender Consideration in respect of Notes
accepted for purchase.
This is an indicative timetable and is subject to the right of
the Offeror to extend, re-open, amend and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum). Announcements and notices to be given to Qualifying
Holders in connection with the Offers will be made (i) by
publication via the Regulatory News Service and (ii) by the
delivery of notices to the Clearing Systems for communication to
Direct Participants. Announcements may also be made by issue of a
press release to one or more Notifying News Service(s). Copies of
all such announcements, press releases and notices can also be
obtained upon request from the Tender Agent.
Qualifying Holders are advised to check with any Intermediary
through which they hold their Notes as to the deadlines by which
such Intermediary would require receipt of instructions from
Qualifying Holders to participate in, or to withdraw their
instructions to participate in, the Offers in accordance with the
terms and conditions of the Offers as described in the Tender Offer
Memorandum in order to meet the relevant deadlines (which will be
earlier than the deadlines set out above) and the corresponding
deadlines set by the Clearing Systems.
Qualifying Holders are advised to read carefully the Tender
Offer Memorandum for full details of, and information on the
procedures for participating in, the Offers.
Banco Santander, S.A and BNP Paribas are acting as Dealer
Managers for the Offers and Kroll Issuer Services Limited is acting
as Tender Agent. For detailed terms of the Offers please refer to
the Tender Offer Memorandum which (subject to offer and
distribution restrictions) can be obtained from the Dealer Managers
and the Tender Agent referred to below.
DEALER MANAGERS
Banco Santander, S.A. BNP Paribas
2 Triton Square 16, boulevard des Italiens
Regent's Place 75009 Paris
London NW1 3AN France
United Kingdom
Attn: Liability Management Telephone: +33 1 55 77 78 94
Email: liabilitymanagement@santandercib.co.uk Attn: Liability Management Group
Email: liability.management@bnpparibas.com
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 20 7704 0880
Attn: David Shilson
Email: bt@is.kroll.com
Website: https://deals.is.kroll.com/bt
This announcement is released by British Telecommunications
public limited company and contains information that qualified or
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 United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended (" UK MAR "), encompassing
information relating to the Offers, as described above. For the
purposes of UK MAR and the Implementing Technical Standards, this
announcement is made by Andrew Binnie, BT Group Treasury Director
of the Offeror.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If any Qualifying
Holder is in any doubt as to the contents of this announcement, the
Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial, legal, regulatory and tax
advice, including in respect of any tax consequences, immediately
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
None of the Offeror, the Dealer Managers or the Tender Agent or
any of their respective directors, employees, officers, agents or
affiliates expresses any opinion about the merits of the Offers or
makes any recommendation as to whether or not any Qualifying Holder
should Offer to Sell its Notes and no one has been authorised by
the Offeror, the Dealer Managers or the Tender Agent to make any
such recommendation.
OFFER RESTRICTIONS
UNITED STATES
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States as defined in Regulation S of the U.S. Securities Act
of 1933, as amended (the "Securities Act").
Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being, and
must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States. Any purported tender of Notes in the Offers
resulting directly or indirectly from a violation of these
restrictions will be invalid, and any purported tender of Notes
made by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within the United States
will be invalid and will not be accepted.
The Tender Offer Memorandum is not an offer to buy or sell, or a
solicitation of an offer to buy or sell, any Notes or other
securities in the United States. Securities may not be offered or
sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities
Act.
Each Holder of Notes participating in the Offers will represent
that it is not a U.S. person, it is not located in the United
States and it is not participating in the Offers from the United
States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to
participate in the Offers from the United States.
For the purposes of this and above paragraphs, "United States"
means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia.
UNITED KINGDOM
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Offers is not being made and
such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only
being made to, and may only be acted upon by, those persons in the
United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order")) or persons who are
within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
FRANCE
The Tender Offer Memorandum and any documents or offering
materials relating to the Offers may not be distributed in the
Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of the Prospectus Regulation,
as amended, and Article L.411-2 of the French Code monétaire et
financier as amended from time to time. The Tender Offer Memorandum
has not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
REPUBLIC OF ITALY
None of the Offers, the Tender Offer Memorandum or any other
documents or materials relating to the Offers has been or will be
submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Offers are being carried out in the Republic of
Italy ("Italy") as exempted offers pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are located
in Italy may tender their Notes in the Offers through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offers.
GENERAL
The Tender Offer Memorandum does not constitute an offer to buy
or the solicitation of an offer to sell Notes, and tenders of Notes
for purchase pursuant to the Offers will not be accepted from
Holders in any circumstances in which such offer or solicitation is
unlawful.
NEW NOTES
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the
prospectus dated 17 June 2022 prepared in connection with the
EUR20,000,000,000 Euro Medium Term Note Programme of the Offeror,
as supplemented by the supplements thereto dated 19 August 2022, 13
December 2022 and 2 February 2023 (together, the "Prospectus") and
(ii) the final terms in respect of the New Notes pursuant to which
the New Notes are intended to be issued, and no reliance is to be
placed on any representations other than those contained in the
Prospectus. Subject to compliance with all applicable securities
laws and regulations, the Prospectus is available on the website of
the Offeror and from the joint lead managers of the issue of the
New Notes, on request.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement constitutes an
offer to sell or the solicitation of an offer to buy the New Notes
in the United States or any other jurisdiction. Securities may not
be offered, sold or delivered in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
Compliance information for the New Notes: EEA MiFID II / UK
MiFIR professionals / ECPs-only /No EEA or UK PRIIPs KID -
Manufacturer target market (MiFID II / UK MiFIR product governance)
is eligible counterparties and professional clients only (all
distribution channels). No EEA or UK PRIIPs key information
document (KID) has been prepared as not available to retail in EEA
or UK. See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities. The minimum denomination of the EUR New Notes and the
GBP New Notes will be EUR100,000 and GBP100,000 respectively.
This information is provided by RNS, the news service of the
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END
TENUNUWROBUURRR
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