TIDM72NS
RNS Number : 0830P
British Telecommunications PLC
07 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.
7 February 2023
BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES
MAXIMUM ACCEPTANCE AMOUNT
British Telecommunications public limited company (the
"Offeror") announces today, with reference to the invitations made
to the 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") as described in
the tender offer memorandum dated 6 February 2023 (the "Tender
Offer Memorandum") (each such invitation an "Offer" and together
the "Offers") that, following pricing of the New Notes to be issued
by the Offeror, the Maximum Acceptance Amount in respect of the
Offers is EUR1,000,000,000 in aggregate nominal amount of
Notes.
The Offeror reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the Maximum
Acceptance Amount. The Offeror will announce the final Series
Acceptance Amounts as soon as reasonably practicable after the
Pricing Time on 13 February 2023.
The Offers commenced on 6 February 2023 and will expire at 4.00
p.m. (London time) on 10 February 2023. Settlement is expected to
take place on 15 February 2023.
The Offers are being 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.
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-Ã -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
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFLFLTFDIRIIV
(END) Dow Jones Newswires
February 07, 2023 02:00 ET (07:00 GMT)
Br.tel.5t%bds28 (LSE:72NS)
Historical Stock Chart
From Jan 2025 to Feb 2025
Br.tel.5t%bds28 (LSE:72NS)
Historical Stock Chart
From Feb 2024 to Feb 2025
