Company Announcements

23 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 result of its Consent Solicitation in respect of its
€500,000,000 Capital Securities due 2080 (XS2119468572) (the Securities)
guaranteed by BT Group plc

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). On 8 December 2021, the Issuer announced that the meeting held earlier that day had been adjourned through lack of quorum and would be reconvened on 23 December 2021.

Notice is hereby given to Holders that, at the adjourned Meeting held earlier today, Eligible Holders present or represented at the Meeting represented more than one third in principal amount of the Securities for the time being outstanding and a majority consisting of at least 75 per cent. of those voting voted in favour of the Extraordinary Resolution. Accordingly, the Extraordinary Resolution was duly passed by Holders at the Meeting and the Eligibility Condition was satisfied. The Issuer has separately successfully issued the New Securities and will procure that the relevant parties execute the Supplemental Trust Deed to complete the satisfaction of the Consent Conditions and proceed to implementation.

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

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 

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

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.