Last checked at 23 Mar 2018 15:39
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | BT Group plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: Transfer of holding company resulting in change to chain of control of beneficial ownership of BT Group plc shares | X | |||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Deutsche Telekom AG | |||||
City and country of registered office (if applicable) | Bonn, Germany | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Deutsche Bank AG (as nominee for T-Mobile Holdings Limited) | |||||
City and country of registered office (if applicable) | Frankfurt, Germany | |||||
5. Date on which the threshold was crossed or reachedvi: | 23 March 2018 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 23 March 2018 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 12.06 | NIL | 12.06 | 1,196,175,322 | ||
Position of previous notification (if applicable) | ||||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
Ordinary shares of 5 pence each ISIN: GB0030913577 | 1,196,175,322 | 12.06 | |||||||
SUBTOTAL 8. A | 1,196,175,322 | 12.06 | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | ||||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Deutsche Telekom AG | 12.06 | NIL | 12.06 | |
Telekom Deutschland GmbH | ||||
T-Systems International GmbH | ||||
CTA Holding GmbH | 12.06 | NIL | 12.06 | |
T-Mobile Holdings Limited | 12.06 | NIL | 12.06 | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
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11. Additional informationxvi | ||||
The shares to which this form relates are registered in the name of Deutsche Bank AG, as nominee for T-Mobile Holdings Limited. The Deutsche Telekom group of companies undertook an intragroup reorganisation on 23 March 2018 which involved three key steps:
(i) the transfer of 100% of the shares in T-Mobile Holdings Limited to CTA Holding GmbH. At that time, CTA Holding GmbH was owned 100% by Deutsche Telekom AG; (ii) the sale by Deutsche Telekom AG of 7% of the shares in CTA Holding GmbH to Telekom Deutschland GmbH ("TDG") and 17% of the shares in CTA Holding GmbH to T-Systems International GmbH ("TSI") (TDG, TSI and Deutsche Telekom AG, together, the "CTA Sellers"); and (iii) the transfer of 100% of the shares in CTA Holding GmbH by the CTA Sellers to Deutsche Telekom Trust e.V.
Pursuant to an Endowment and Trust Agreement dated 23 March 2018 between, the CTA Sellers and Deutsche Telekom Trust e.V., the CTA Sellers retain the right to control the voting rights attached to the BT shares which are subject to this notification. | ||||
Place of completion | Bonn, Germany |
Date of completion | 23 March 2018 |