British Telecommunications PLC Indicative results of offers (7174P)

TIDM72NS

RNS Number : 7174P

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 INDICATIVE RESULTS OF OFFERS

British Telecommunications public limited company (the "Offeror") announces today the indicative results 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. Settlement is expected to take place on 15 February 2023.

The Offeror hereby announces, on a non-binding and indicative basis only, 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, 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, on a non-binding and indicative basis only, the aggregate nominal amount of each Series validly accepted for purchase (each a "Series Acceptance Amount") are expected to be as set out in the table below.

 
 Description                           ISIN            Outstanding Nominal Amount   Indicative Series Acceptance 
                                                                                    Amount 
 EUR500,000,000 0.875 per cent. 
  Notes due 26 September 2023          XS1886402814    EUR500,000,000               EUR193,639,000 
                                      --------------  ---------------------------  ----------------------------------- 
 EUR575,000,000 1.000 per cent. 
  Notes due 23 June 2024               XS1637334803    EUR575,000,000               EUR106,024,000 
                                      --------------  ---------------------------  ----------------------------------- 
 EUR1,100,000,000 1.000 per cent. 
  Notes due 21 November 2024           XS1720922175    EUR1,100,000,000             EUR274,572,000 
                                      --------------  ---------------------------  ----------------------------------- 
 

Determination of the June 2024 Notes Interpolated Mid-Swap Rate, the June 2024 Notes Repurchase Yield, the June 2024 Notes Purchase Price, the November 2024 Notes Interpolated Mid-Swap Rate, the November 2024 Notes Repurchase Yield and the November 2024 Notes Purchase Price will take place at or around 12.00 p.m. (London time) today (the "Pricing Time").

The Offeror will announce the final results of the Offers as soon as reasonably practicable after the Pricing Time. The Offeror currently expects to make such announcement today. Such announcement will specify (i) whether the Offeror will accept (subject to satisfaction or waiver of the New Financing Condition) any Notes pursuant to the Offers and, if so accepted, of the aggregate nominal amount of Notes of each Series so accepted for purchase, (ii) for any Series accepted for purchase, the pricing details, being, as applicable, the 2023 Notes Purchase Price, the June 2024 Notes Interpolated Mid-Swap Rate, the June 2024 Notes Repurchase Yield, the June 2024 Notes Purchase Price, the November 2024 Interpolated Mid-Swap Rate, the November 2024 Notes Repurchase Yield and the November 2024 Notes Purchase Price and (iii) the final Series Acceptance Amounts in respect of each Series.

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 04:18 ET (09:18 GMT)