J.P. Morgan Securities PLC. Results of Placing (4691H)
25 March 2020 - 6:00PM
UK Regulatory
TIDMBT.A
RNS Number : 4691H
J.P. Morgan Securities PLC.
25 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 25, 2020
Accelerated bookbuild offering of approximately 46.7 million
shares in BT Group plc completed on behalf of the remaining holders
of BT Group ADRs
JPMorgan Chase Bank, N.A., acting as depositary (the
"Depositary") under the Amended and Restated Deposit Agreement,
dated as of November 20, 2015 (the "Deposit Agreement"), among BT
Group plc ("BT Group"), the Depositary and all registered holders
from time to time of American Depositary Receipts ("ADRs")
evidencing American Depositary Shares ("ADSs"), has successfully
agreed the sale (the "Placing") of the remaining 46,656,977
ordinary shares of BT Group held by the Depositary upon expiration
of the period during which the Depositary accepted the surrender of
ADSs for cancellation in connection with the termination of the
Deposit Agreement and ADR program (the "BT Group Shares"). The
final offer price was set at 127.5p per share, with gross proceeds
equal to approximately GBP 59.5 million. The proceeds of the
Placing (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
holders of the ADSs that were not surrendered for cancellation.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove") acted as sole bookrunner (the "Sole Bookrunner") in
connection with the Placing.
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"
within the meaning of 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.
The details of this announcement are provided for informational
purposes only. The Depositary does not warrant or guarantee the
accuracy or completeness of, and does not undertake an obligation
to update or amend this announcement.
FX disclosure
Funds provided to J.P. Morgan Securities plc ("J.P. Morgan") in
a foreign currency may have been converted to U.S. dollars through
a foreign exchange transaction with J.P. Morgan or an affiliate.
The foreign exchange rate applied to the foreign currency is
determined by J.P. Morgan in its sole discretion and is either (1)
the WMR Rate or (2) the JP Morgan Rate plus, in either case, up to
20 basis points. The "WMR Rate" is the spot rate published by WM
Reuters Company ("WMR") for the currencies that J.P. Morgan
classifies as freely convertible, and shall be the rate published
by WMR at 11:00 a.m. or 2:00 p.m., New York time, or at such other
time as J.P. Morgan may determine from time to time (or the
weighted average of the rates). The "JPMorgan Rate" means the
JPMorgan FX desk quoted rate for currencies that are not classified
by J.P. Morgan as freely convertible. For certain non-freely
convertible currencies, or in cases when it is not commercially
practicable for JPMorgan FX desk to enter into an foreign currency
transaction, as the case may be, the foreign currency conversion
may be managed and executed by the local sub-custodian in the
relevant jurisdiction at the foreign currency conversion rate
quoted by it. Additionally, notwithstanding the capabilities of
J.P. Morgan or its agents to complete the conversion of foreign
currency, in certain cases at the option of the company: (a)
foreign currency is converted by the company independent of the
Depositary or its agents; and/or (b) funds are provided by the
company to the Depositary in U.S. dollars at a rate determined by
the company. For further details see www.adr.com .
In connection with any offering of the BT Group Shares, the Sole
Bookrunner 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, The Sole Bookrunner or its
affiliates may enter into financing arrangements and swaps with
investors in connection with which the Sole Bookrunner (or its
affiliates) may from time to time acquire, hold or dispose of
shares. The Sole Bookrunner 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.
The Sole Bookrunner 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 The Sole Bookrunner 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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