J.P. Morgan Securities PLC. Proposed Placing (4137H)
25 March 2020 - 3:42AM
UK Regulatory
TIDMBT.A
RNS Number : 4137H
J.P. Morgan Securities PLC.
24 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
London, March 24, 2020
In connection with the termination of the BT Group ADR program,
approximately 46.7 million shares in BT Group plc to be sold for
the pro rata benefit of the remaining holders of BT Group ADRs
As previously announced, BT Group plc ("BT Group") terminated
its American Depositary Receipt ("ADR") program with JPMorgan Chase
Bank, N.A. (the "Depositary") effective at the close of business
(NY time) on September 23, 2019 (the "Termination Date"), in
accordance with the terms of the Amended and Restated Deposit
Agreement, dated as of November 20, 2015 (the "Deposit Agreement"),
among BT Group, the Depositary and all registered holders from time
to time of ADRs evidencing American Depositary Shares ("ADSs"),
with each ADS representing 5 deposited ordinary shares of BT Group
(the "BT Group Shares").
Pursuant to the Deposit Agreement and the terms of the ADRs,
holders of ADRs had until March 23, 2020, such date being six
months from the Termination Date, to surrender their ADSs for
cancellation, pay related cancellation and cable fees and take
delivery of the BT Group Shares represented thereby into an account
in CREST. With respect to those holders of ADRs who failed to take
any action on or prior to March 23, 2020 (the "Remaining Holders"),
in accordance with the Deposit Agreement and the terms of the ADRs,
the Depositary is now intending to sell on behalf of such Remaining
Holders approximately 46.7 million BT Group Shares, which it
intends to do by way of an accelerated bookbuild offering. The
proceeds of such sales (net of brokerage commission and other
related expenses), together with any dividends received prior
thereto or the U.S. dollars received on conversion thereof, without
liability for any interest thereon, will be held in trust for the
pro rata benefit of the Remaining Holders.
The Depositary has engaged J.P. Morgan Securities plc (which
conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("J.P. Morgan Cazenove") as sole bookrunner (the "Sole
Bookrunner") in connection with the bookbuild offering.
The bookbuilding process will commence immediately following the
publication of this announcement and may be closed at short notice
at the full discretion of the Sole Bookrunner. The offer price will
be determined at the conclusion of the bookbuilding process and
will be announced in a separate press release.
Important Notice
The distribution of this announcement and the offer and sale of
the shares in certain jurisdictions may be restricted by law. The
shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration
of any prospectus or offering document relating to the shares in
such jurisdiction. No action has been taken by the Depositary or
the Sole Bookrunner or any of their respective affiliates that
would permit an offering of the shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about and to observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This press release is for informational purposes only and does
not constitute or form a part of an offer to sell or a solicitation
of an offer to purchase any security in the United States or in any
other jurisdiction where such offer or solicitation is unlawful.
The securities described in this press release have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or any applicable state or foreign
securities laws and may not be offered or sold in the United States
absent registration or an exemption from the registration
requirements of the Securities Act. There will be no public
offering of securities in the United States.
In the United Kingdom and Member States of the European Economic
Area, this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors" as
defined under the Prospectus Regulation ("Qualified Investors").
For these purposes, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom this announcement
is directed exclusively at Qualified Investors (i) who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii)
who fall within Article 49(2)(A) to (D) of the Order, and (iii) to
whom it may otherwise lawfully be communicated.
In connection with any offering of the BT Group Shares, J.P.
Morgan Securities plc ("J.P. Morgan") and any of its affiliates
acting as an investor for their own account may take up as a
proprietary position any shares and in that capacity may retain,
purchase or sell for their own account such shares. In addition,
J.P. Morgan or its affiliates may enter into financing arrangements
and swaps with investors in connection with which J.P. Morgan (or
its affiliates) may from time to time acquire, hold or dispose of
shares. J.P. Morgan does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
J.P. Morgan is acting on behalf of the Depositary and no one
else in connection with any offering of the BT Group Shares and
will not be responsible to any other person for providing the
protections afforded to clients of J.P. Morgan or for providing
advice in relation to any offering of the BT Group Shares.
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.
END
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