British Telecommunications PLC Final results and pricing of offers (7553P)

TIDM72NS

RNS Number : 7553P

British Telecommunications PLC

13 February 2023

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 UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

13 February 2023

BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS AND PRICING OF OFFERS

Further to its announcements on 6 February 2023, 7 February 2023 and earlier today, British Telecommunications public limited company (the "Offeror") now announces the final results and pricing of its invitations made to the holders of its outstanding EUR500,000,000 0.875 per cent. Notes due 26 September 2023 (ISIN: XS1886402814) (the "2023 Notes"), EUR575,000,000 1.000 per cent. Notes due 23 June 2024 (ISIN: XS1637334803) (the "June 2024 Notes") and EUR1,100,000,000 1.000 per cent. Notes due 21 November 2024 (ISIN: XS1720922175) (the "November 2024 Notes" and together with the 2023 Notes and the June 2024 Notes, the "Notes" and each a "Series") as described in the tender offer memorandum dated 6 February 2023 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers").

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Expiration Time for the Offers was 4.00 p.m. (London time) on 10 February 2023. The pricing took place at or around 12.00 p.m. (London time) today.

The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the New Financing Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Notes validly Offered for Sale pursuant to the Offers, without pro-ration, in an aggregate nominal amount of EUR574,235,000. The Offeror further announces that the aggregate nominal amount of each Series validly accepted for purchase (each a "Series Acceptance Amount") will be as set out in the table below.

 
 Description          ISIN            Interpolated          Repurchase Yield    Purchase Price      Series Acceptance 
                                      Mid-Swap Rate                                                 Amount 
 EUR500,000,000 
  0.875 per cent. 
  Notes due 26 
  September 2023      XS1886402814    N/A                   N/A                 99.300 per cent.    EUR193,639,000 
                     --------------  --------------------  ------------------  ------------------  ------------------- 
 EUR575,000,000 
  1.000 per cent. 
  Notes due 23 June 
  2024                XS1637334803    3.435 per cent.       3.235 per cent.     97.088 per cent.    EUR106,024,000 
                     --------------  --------------------  ------------------  ------------------  ------------------- 
 EUR1,100,000,000 
  1.000 per cent. 
  Notes due 21 
  November 2024       XS1720922175    3.395 per cent.       3.245 per cent.     96.207 per cent.    EUR274,572,000 
                     --------------  --------------------  ------------------  ------------------  ------------------- 
 

Notes purchased by the Offeror pursuant to the Offers will be cancelled by the Offeror and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding.

Payment of the Tender Consideration in respect of the Notes accepted for purchase by the Offeror will occur on the Settlement Date for the Offers which is expected to be 15 February 2023.

Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are listed below.

 
 
                                        DEALER MANAGERS 
             Banco Santander, S.A.                                BNP Paribas 
                 2 Triton Square                           16, boulevard des Italiens 
                 Regent's Place                                   75009 Paris 
                 London NW1 3AN                                      France 
                 United Kingdom 
 
           Attn: Liability Management                     Telephone: [phone] 
  Email: [e-mail]         Attn: Liability Management Group 
                                                   Email: [e-mail] 
                                       THE TENDER AGENT 
                                Kroll Issuer Services Limited 
                                           The Shard 
                                    32 London Bridge Street 
                                        London SE1 9SG 
                                        United Kingdom 
 
                                     Tel: [phone] 
                                      Attn: David Shilson 
                                    Email: [e-mail] 
                            Website: https://deals.is.kroll.com/bt 
 

This announcement is released by British Telecommunications public limited company and contains information that qualified or 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 United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (" UK MAR "), encompassing information relating to the Offers, as described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Andrew Binnie, BT Group Treasury Director of the Offeror.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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February 13, 2023 08:00 ET (13:00 GMT)