Last checked at 13 Feb 2023 13:00
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 Mid-Swap Rate | Repurchase Yield | Purchase Price | Series Acceptance 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. 2 Triton SquareRegent's PlaceLondon NW1 3ANUnited Kingdom Attn: Liability ManagementEmail: liabilitymanagement@santandercib.co.uk | BNP Paribas 16, boulevard des Italiens75009 ParisFranceTelephone: +33 1 55 77 78 94Attn: Liability Management GroupEmail: liability.management@bnpparibas.com |
THE TENDER AGENT | |
Kroll Issuer Services Limited The Shard32 London Bridge StreetLondon SE1 9SGUnited KingdomTel: +44 20 7704 0880Attn: David ShilsonEmail: bt@is.kroll.comWebsite: 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.