TIDMBT.A
RNS Number : 0173N
BT Group PLC
26 January 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER
STATE OR JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Conduct Authority (the "FCA")
and not a prospectus and not an offer to sell, or a solicitation of
an offer to subscribe for or to acquire, securities in the United
States or in any other jurisdiction, including in or into the
United States, Canada, Australia, Japan or South Africa. Neither
this announcement nor anything contained in it shall form the basis
of, or be relied upon in connection with any offer or commitment
whatsoever in any jurisdiction. A prospectus has been published on
26 January 2016 (the "Prospectus") by BT Group plc ("BT" or the
"Company") in connection with the issuance of new ordinary shares
in the Company (the "Consideration Shares") and the proposed
admission of the Consideration Shares to the premium listing
segment of the Official List of the FCA and to trading on the
London Stock Exchange plc's main market for listed securities
("Admission"). A copy of the Prospectus is available from the
Company's registered office at 81 Newgate Street, London EC1A 7AJ
and online at http://www.btplc.com/listings, subject to applicable
securities laws.
26 January 2016
BT GROUP PLC
Publication of Prospectus
BT is pleased to confirm that its prospectus dated 26 January
2016 (the "Prospectus") has today been approved by the UK Listing
Authority and submitted to the National Storage Mechanism and will
shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. The Prospectus is also available on
the Company's website: http://www.btplc.com/listings.
The Prospectus relates to the issue of 1,594,900,429 new
ordinary shares (the "Consideration Shares") to T-Mobile Holdings
Limited and Orange Telecommunications Group Limited (the "Sellers")
as partial consideration for the purchase of EE Limited by BT from
the Sellers (the "Acquisition"). Application has been made to the
London Stock Exchange and the UK Listing Authority to list and
admit the Consideration Shares with Admission expected to take
place at 8:00 a.m. on 29 January 2016. All material conditions of
the Acquisition have been satisfied save for Admission of the
Consideration Shares and, as such, we expect completion of the
Acquisition ("Completion") to occur on 29 January 2016.
BT is pleased to announce that Timotheus Höttges, the CEO of
Deutsche Telekom AG, is to join the BT Board as a non-executive,
non-independent director effective as at and conditional on
Completion. In accordance with the terms of the Acquisition,
Deutsche Telekom AG is entitled to nominate one non-executive
director for appointment to the BT Board for so long as the
Deutsche Telekom Group holds 10 per cent. or more of the issued
share capital of BT.
Timotheus Höttges, born in 1962, has been Chief Executive
Officer ("CEO") of Deutsche Telekom AG since January 2014. From
2009 until his appointment as CEO, he was a member of the Board of
Management responsible for Finance and Controlling.
From 2006 to 2009 he was a member of the Board of Management
responsible for the T-Home unit. In this position, he was in charge
of fixed-network and broadband business, as well as integrated
sales and service in Germany.
Mr. Höttges studied business administration at Cologne
University, after which he spent three years with a business
consulting company. At the end of 1992, he moved to the VIAG Group
in Munich. He became divisional manager in 1997 and, later, a
member of the extended management board responsible for
controlling, corporate planning, and mergers and acquisitions.
ENDS
Enquiries:
BT Group plc
Press office:
Ross Cook 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
J.P. Morgan Cazenove
Edmund Byers
Hugo Baring
James Taylor
Tel: 020 7742 4000
About BT
BT's purpose is to use the power of communications to make a
better world. It is one of the world's leading providers of
communications services and solutions, serving customers in more
than 170 countries. Its principal activities include the provision
of networked IT services globally; local, national and
international telecommunications services to its customers for use
at home, at work and on the move; broadband, TV and internet
products and services; and converged fixed/mobile products and
services. BT consists principally of five customer-facing lines of
business: BT Global Services, BT Business, BT Consumer, BT
Wholesale and Openreach.
For the year ended 31 March 2015, BT Group's reported revenue
was GBP17,979m with reported profit before taxation of
GBP2,645m.
British Telecommunications plc (BT) is a wholly-owned subsidiary
of BT Group plc and encompasses virtually all businesses and assets
of the BT Group. BT Group plc is listed on stock exchanges in
London and New York.
For more information, visit www.btplc.com.
IMPORTANT NOTICES
This announcement (the "Announcement") and the information
contained in it is restricted and is not for release, publication
or distribution, directly or indirectly, in whole or in part, in,
into or from the United States (including its territories and
possessions, any state of the United States and the District of
Columbia, collectively the "United States"), Canada, Australia,
Japan or South Africa or any other state or jurisdiction in which
the same would be unlawful restricted, unlawful or unauthorised
(each a "Restricted Territory"). This Announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or to any person to whom it is unlawful to
make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the FCA and not a prospectus and investors
should not purchase or subscribe for any securities referred to in
this announcement except on the basis of information in the
Prospectus published by the Company in connection with Admission.
No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy, fairness or
completeness. Copies of the Prospectus are available from the
Company's registered office and online at:
http://www.btplc.com/listings, subject to applicable securities
laws.
The Consideration Shares and any other securities referred to
herein have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"). The
Consideration Shares may not be offered or sold, and this
Prospectus may not be distributed, directly or indirectly within
the United States or to US Persons (as defined in Regulation S
under the Securities Act). Neither the Securities Exchange
Commission nor any state securities commission has approved or
disapproved of the Consideration Shares or passed upon the adequacy
or accuracy of this Prospectus. Any representation to the contrary
is a criminal offence in the United States.
This Announcement has been issued by, and is the sole
responsibility, of the Company. This Announcement is for
information only and does not constitute an offer or invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction in which such
an offer or solicitation is unlawful, including without limitation,
the United States, Australia, Canada, Japan or South Africa. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
J.P. Morgan Limited, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and
which is authorised and regulated by the FCA in the United Kingdom,
is acting solely for the Company and no one else in connection with
Admission and will not regard any other person (whether or not a
recipient of this Announcement) as a client in relation to
Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to Admission or any transaction,
arrangement or other matter referred to in this Announcement.
Aside from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove by the Financial Services
and Markets Act 2000, as amended, or the regulatory regime
established thereunder or any other applicable regulatory regime of
any other applicable jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, neither J.P. Morgan Cazenove nor any of its
affiliates accepts any responsibility or liability whatsoever or
makes any representation or warranty, express or implied, as to or
in relation to the contents of this Announcement including its
accuracy, completeness, sufficiency or verification or any other
statement made or purported to be made by it, or on its behalf, in
connection with the Company, the Consideration Shares, the Ordinary
Shares or Admission 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. J.P. Morgan Cazenove and its
affiliates accordingly disclaim, to the fullest extent
January 26, 2016 06:17 ET (11:17 GMT)
permitted by applicable law, all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise be found to have in respect of this
Announcement or any such statement.
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 or J.P.
Morgan Cazenove. 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.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
PDIMMGZMMVFGVZM
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January 26, 2016 06:17 ET (11:17 GMT)
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