Company Announcements

8 December 2021

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 DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT

British Telecommunications public limited company

(incorporated with limited liability under the laws of England and Wales)

(the Issuer)

announces adjourned meeting in connection with its Consent Solicitation in respect of its
€500,000,000 Capital Securities due 2080 (XS2119468572) (the Securities)
guaranteed by BT Group plc

Background

To better align "change of control" terms with its existing and New Securities, on 15 November 2021 the Issuer announced an invitation (the Consent Solicitation) to holders of its Securities to consent, by way of Extraordinary Resolution at a meeting of the Holders, to certain amendments to the Conditions of the Securities to insert a customary change of control call option and an interest rate step-up provision for the benefit of Holders if the Issuer does not elect to redeem the Securities following the occurrence of a Change of Control Event (the Proposal), as more fully described in the consent solicitation memorandum dated 15 November 2021 (the Consent Solicitation Memorandum).

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Adjourned Meeting

Notice is hereby given to Holders that, at the Meeting held earlier today, Holders present or represented at the Meeting represented 66.29 per cent. in principal amount of the Securities for the time being outstanding and Eligible Holders present or represented at the Meeting represented 58.18 per cent. in principal amount of the Securities for the time being outstanding.

The Meeting was therefore adjourned through lack of quorum and will be held via teleconference (using a video enabled platform) from 10.00 am (London time) on 23 December 2021 for the purpose of considering and, if thought fit, passing the Extraordinary Resolution. The quorum at the adjourned Meeting will be one or more persons present and holding or representing not less than one third in principal amount of the Securities for the time being outstanding.

As the Issuer has already obtained valid consent instructions from Eligible Holders in excess of one third in principal amount of the Securities outstanding, of which 100% were instructed in favour of the Extraordinary Resolution, the Issuer therefore expects the Extraordinary Resolution to be approved at the adjourned Meeting and for the Proposal to be implemented.  

Notice will be sent to holders of the Securities to convene the adjourned Meeting to consider, and if thought fit, approve the Proposed Amendments by way of Extraordinary Resolution. Holders are directed to the Notice of Adjourned Meetings and the Consent Solicitation Memorandum which contains the full terms of the Proposed Amendments and details of the Adjourned Meeting.

General

For the purpose of the Consent Solicitation, Eligible Holder means a Holder that is eligible to participate in the Consent Solicitation on the basis that such Holder is a person to whom the Consent Solicitation can otherwise be lawfully made and that may lawfully participate in the Consent Solicitation and that (a) is not a U.S. person (as defined in Regulation S under the Securities Act), is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States, (b) is not a Sanctions Restricted Person, and (c) is an eligible counterparty or a professional client (each as defined in Directive 2014/65/EU (as amended) or an eligible counterparty as defined in the FCA Handbook Conduct of Business Sourcebook or a professional client as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended.

Holders are advised to read the Consent Solicitation Memorandum carefully for full details of, and information on the procedures for participating in, the Consent Solicitation.

Further details on the Consent Solicitation can be obtained from:

The Solicitation Agent

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

Telephone:                   +44 (0) 20 3134 8515

Attention:                      Liability Management Group

Email:                             eu.lm@barclays.com 

Requests for documentation and information in relation to the procedures for delivering Electronic Voting Instructions should be directed to:

The Information and Tabulation Agent

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone:                   +44 (0) 20 7704 0880
Attention:                      Arlind Bytyqi

Email:                             bt@lucid-is.com

This announcement is released by British Telecommunications public limited company and contains information that 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 domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Andrew Binnie, BT Group Treasury Director of British Telecommunications public limited company.

DISCLAIMER This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Consent Solicitation. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the Extraordinary Resolution, it is recommended to seek its own financial, legal and investment advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation or otherwise participate at the Meeting (or any adjourned such meeting). None of the Issuer, the Guarantor, the Solicitation Agent, Citibank, N.A., London Branch as agent, the Tabulation Agent or The Law Debenture Trust Corporation p.l.c. as trustee expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution or makes any recommendation whether Holders should participate in the Consent Solicitation or otherwise participate at the Meeting.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions. Nothing in this announcement constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the United States or in any other jurisdiction.