TIDM72NS
RNS Number : 7553P
British Telecommunications PLC
13 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 AMENDED.
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.
13 February 2023
BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES
FINAL RESULTS AND PRICING OF OFFERS
Further to its announcements on 6 February 2023, 7 February 2023
and earlier today, British Telecommunications public limited
company (the "Offeror") now announces the final results and pricing
of its 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").
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
The Expiration Time for the Offers was 4.00 p.m. (London time)
on 10 February 2023. The pricing took place at or around 12.00 p.m.
(London time) today.
The Offeror hereby announces that it will accept for purchase in
accordance with the terms and subject to the conditions (including
the New Financing Condition) set out in the Tender Offer Memorandum
and at the relevant Purchase Price, all Notes validly Offered for
Sale pursuant to the Offers, without pro-ration, in an aggregate
nominal amount of EUR574,235,000. The Offeror further announces
that the aggregate nominal amount of each Series validly accepted
for purchase (each a "Series Acceptance Amount") will be as set out
in the table below.
Description ISIN Interpolated Repurchase Yield Purchase Price Series Acceptance
Mid-Swap Rate Amount
EUR500,000,000
0.875 per cent.
Notes due 26
September 2023 XS1886402814 N/A N/A 99.300 per cent. EUR193,639,000
-------------- -------------------- ------------------ ------------------ -------------------
EUR575,000,000
1.000 per cent.
Notes due 23 June
2024 XS1637334803 3.435 per cent. 3.235 per cent. 97.088 per cent. EUR106,024,000
-------------- -------------------- ------------------ ------------------ -------------------
EUR1,100,000,000
1.000 per cent.
Notes due 21
November 2024 XS1720922175 3.395 per cent. 3.245 per cent. 96.207 per cent. EUR274,572,000
-------------- -------------------- ------------------ ------------------ -------------------
Notes purchased by the Offeror pursuant to the Offers will be
cancelled by the Offeror and will not be re-issued or re-sold.
Notes which have not been validly submitted or validly submitted
but not accepted for purchase pursuant to the Offers will remain
outstanding.
Payment of the Tender Consideration in respect of the Notes
accepted for purchase by the Offeror will occur on the Settlement
Date for the Offers which is expected to be 15 February 2023.
Any requests for information in relation to the Offers should be
directed to the Dealer Managers or the Tender Agent whose contact
details are listed 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 TENDER 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.
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Offeror, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.
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END
MSCFLFEFFDIVLIV
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