TIDM72NS
RNS Number : 3653S
British Telecommunications PLC
15 November 2021
15 November 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 Consent Solicitation in respect of its
EUR500,000,000 Capital Securities due 2080 (XS2119468572) (the
Securities)
guaranteed by BT Group plc (the Guarantor)
To better align "change of control" terms with its existing and
proposed new securities, the Issuer is seeking consent from
Eligible Holders to amend the terms of its Capital Securities due
2080 by adding a change of control call option with an interest
rate step-up provision if not exercised.
The Issuer therefore announces today an invitation (the Consent
Solicitation) to Eligible Holders to consent, by way of
Extraordinary Resolution at a meeting of the holders of the
Securities, 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).
This announcement does not contain the full terms and conditions
of the Consent Solicitation, which are contained in the Consent
Solicitation Memorandum. Holders may obtain a copy of the Consent
Solicitation Memorandum from the Tabulation Agent, the contact
details for which are set out below. Holders are advised to
carefully read the Consent Solicitation Memorandum and Supplemental
Trust Deed contained therein.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Background
The proposed amendments (the Proposed Amendments) to be made to
the Trust Deed and the Conditions will 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 Proposed Amendments also include a statement of intention
(without assuming a legal or contractual obligation) that, for so
long as the Securities remain outstanding, if a Change of Control
Event occurs, the Issuer will launch a tender offer for all
outstanding unsubordinated debt securities (which do not already
contain a contractual right of the holders of such debt securities
for such securities to be redeemed or repurchased as a result of
the events giving rise to the Change of Control Event) at a price
equal to not less than their aggregate principal amount plus
accrued and unpaid interest as soon as reasonably practicable
following such event. "Change of Control Event" is defined in the
Supplemental Trust Deed and, as more fully described in the
Supplemental Trust Deed, requires a change of control of the Issuer
or the Guarantor and a rating downgrade, including any of the
Issuer's senior unsecured obligations being downgraded from an
investment grade credit rating to a non-investment grade credit
rating, which is stated to result in whole or in part from the
change of control.
If the Proposed Amendments are approved, the redemption price of
the Securities following the exercise of the call option will be
101 per cent. of their principal amount, together with any accrued
and unpaid interest up to (but excluding) the redemption date
(including any accrued but unpaid Deferred Interest). The Proposed
Amendments include certain consequential amendments to be made to
the Trust Deed around notices, Trustee expenses and Trustee
liability.
The Proposed Amendments seek to satisfy rating agency
requirements and align: (i) the change of control Conditions of the
Securities with the conditions of the Capital Securities due 2081
that the Issuer is proposing to issue, guaranteed by BT Group plc
(the New Securities) and (ii) the position of Holders across the
Issuer's outstanding listed debt following the occurrence of a
change of control. For the avoidance of doubt, the implementation
of the Proposed Amendments is not a condition to the issuance of
the New Securities.
The Consent Conditions
T he im plementation of the Proposal will be conditional on:
(a) the pass ing of t he Ex traordinary R e solution;
(b) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Holders,
irrespective of any participation at the Meeting by Ineligible
Holders (and would also have been so satisfied if any Ineligible
Holders who provide confirmation only of their status as Ineligible
Holders and waive their right to attend and vote (or be
represented) at the Meeting had actually participated at such
Meeting), including the satisfaction of such condition at an
adjourned meeting (the Eligibility Condition);
(c) the issuance of the New Securities; and
(d) the execution of the Supplemental Trust Deed by the relevant parties,
( (a) to (d) together, the Con sent Conditions).
Indicative Timetable for the Consent Solicitation
The times and dates below are indicative only. Accordingly, the
actual timetable may differ significantly from the expected
timetable set out below.
Announcement of Consent Solicitation 15 November 2021
Expiration Deadline 4.00 p.m. (London time) on 7 December 2021
Meeting 10.00 a.m. (London time) on 8 December 2021
Announcement of the results of the Meeting and, if the As soon as reasonably practicable after the Meeting
Extraordinary Resolution is passed,
whether the Consent Conditions have been satisfied or otherwise
If the necessary quorum for the Extraordinary Resolution is not
obtained, or the quorum is obtained and the Extraordinary
Resolution passed but the Eligibility Condition not satisfied, the
Meeting will be adjourned and the adjourned Meeting held at such
time as will be notified to Holders in accordance with the
Conditions and the Meeting Provisions. If the Extraordinary
Resolution is passed at such adjourned Meeting, and the Eligibility
Condition is satisfied, the modifications to the Conditions and the
Trust Deed described in this Consent Solicitation Memorandum will
be implemented as soon as reasonably practicable after such
adjourned Meeting and insofar as the Consent Conditions are
satisfied (or waived).
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold their Securities when
such intermediary would need to receive instructions from a Holder
in order for such Holder to participate in, or (in the limited
circumstances in which revocation is permitted) validly revoke
their instruction to participate in, the Consent Solicitation
and/or the Meeting by the deadlines specified above. The deadlines
set by any such intermediary and any applicable Clearing System for
the submission and (in the limited circumstances in which
revocation is permitted) revocation of Consent Instructions will be
earlier than the relevant deadlines.
Meeting
A t the Meeti ng, Eligible Holders will be invited to consider
and, if thought fit, approve the Extraordinary Resolution, with any
implementation of the Extraordinary Resolution being subject to the
satisfaction of the Consent Conditions .
In accordance with the procedures for participating in the C ons
ent Solicitatio n and at the Meeti n g each Holder m u st make
certain confirmations in order to participate in the C on sent
Solicitation or other wise participate at the Meeting. A Consent
Instruction which does not include such confirmations (or
confirmation such Holder is an Ineligible Holder) will be treated
as not having been validly submitted and will be rejected.
Holders should note that if the Extraordinary Resolution is
passed and the Consent Conditions are satisfied or waived, the
terms of the Extraordinary Resolution will be binding on all
Holders, whether or not they choose to participate in the Consent
Solicitation or otherwise vote at the Meeting.
If the Extraordinary Resolution is passed at the Meeting and the
Consent Conditions are satisfied (or waived) , the Issuer will
announce the effective date for implementation of the Proposal as
soon as reasonably practicable after the Meeting.
The Meeting will commence at 10.00 a.m. (London time). In light
of the ongoing COVID-19 pandemic, it is expected that it will be
impossible or inadvisable to hold a physical Meeting. As a result,
the Issuer and the Trustee will prescribe further or alternative
regulations regarding the holding of the Meeting by teleconference
(using a video enabled platform), and those Eligible Holders who
have indicated that they wish to attend the Meeting will be
provided with further details about attending the
teleconference.
General
Unless stated otherwise, all announcements in connection with
the Consent Solicitation will be made by the Issuer by delivery of
a notice to the Clearing Systems for communication to Direct
Participants and by publication on the website of the London Stock
Exchange. Such announcements may also be made on the relevant
Reuters Insider screen page and/or by the issue of a press release
to a Notifying News Service. Copies of all announcements, notices
and press releases can also be obtained from the Tabulation Agent,
the contact details for which appear on the last page of the
Consent Solicitation Memorandum. Significant delays may be
experienced where notices are delivered to the relevant Clearing
Systems and Eligible Holders are urged to contact the Tabulation
Agent for the relevant announcements during the course of the
Consent Solicitation. In addition, Holders may contact the
Solicitation Agent for information using the contact details on the
last page of the Consent Solicitation Memorandum.
T h e Issuer m a y, at its option and in its s ole d i scretio
n, e xte n d, or w aive any co n dition of, the C o n s e nt
Solicitation at any ti me a nd m a y, if t he C on sent C o n ditio
ns are n ot satisfied, a m e nd or ter min ate the C on sent
Solicitation (s u b ject in each case to applicable law a nd the
Meeting Pro visions and as pro vided in the C o n s e nt
Solicitation Me m ora n du m, and pro vided that no a m e n d m e
nt m ay be made to the ter ms of t he E xtraordinary R e solution
).
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.
For further information:
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.
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END
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