Last checked at 15 Nov 2021 07:30
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€500,000,000 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
The implementation of the Proposal will be conditional on:
(a) the passing of the Extraordinary Resolution;
(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 Consent 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 Extraordinary Resolution is passed, whether the Consent Conditions have been satisfied or otherwise | As soon as reasonably practicable after the Meeting |
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
At the Meeting, 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 Consent Solicitation and at the Meeting each Holder must make certain confirmations in order to participate in the Consent Solicitation or otherwise 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.
The Issuer may, at its option and in its sole discretion, extend, or waive any condition of, the Consent Solicitation at any time and may, if the Consent Conditions are not satisfied, amend or terminate the Consent Solicitation (subject in each case to applicable law and the Meeting Provisions and as provided in the Consent Solicitation Memorandum, and provided that no amendment may be made to the terms of the Extraordinary Resolution).
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 0880Attention: 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.