BT Regulatory News (BT.A)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

London, March 25, 2020

Accelerated bookbuild offering of approximately 46.7 million shares in BT Group plc completed on behalf of the remaining holders of BT Group ADRs

JPMorgan Chase Bank, N.A., acting as depositary (the "Depositary") under the Amended and Restated Deposit Agreement, dated as of November 20, 2015 (the "Deposit Agreement"), among BT Group plc ("BT Group"), the Depositary and all registered holders from time to time of American Depositary Receipts ("ADRs") evidencing American Depositary Shares ("ADSs"), has successfully agreed the sale (the "Placing") of the remaining 46,656,977 ordinary shares of BT Group held by the Depositary upon expiration of the period during which the Depositary accepted the surrender of ADSs for cancellation in connection with the termination of the Deposit Agreement and ADR program (the "BT Group Shares"). The final offer price was set at 127.5p per share, with gross proceeds equal to approximately GBP 59.5 million. The proceeds of the Placing (net of brokerage commission and other related expenses), together with any dividends received prior thereto or the U.S. dollars received on conversion thereof, without liability for any interest thereon, will be held in trust for the pro rata benefit of holders of the ADSs that were not surrendered for cancellation.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") acted as sole bookrunner (the "Sole Bookrunner") in connection with the Placing.

Important Notice

The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Depositary or the Sole Bookrunner or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is for informational purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

In the United Kingdom and Member States of the European Economic Area, this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

The details of this announcement are provided for informational purposes only. The Depositary does not warrant or guarantee the accuracy or completeness of, and does not undertake an obligation to update or amend this announcement.

FX disclosure

Funds provided to J.P. Morgan Securities plc ("J.P. Morgan") in a foreign currency may have been converted to U.S. dollars through a foreign exchange transaction with J.P. Morgan or an affiliate. The foreign exchange rate applied to the foreign currency is determined by J.P. Morgan in its sole discretion and is either (1) the WMR Rate or (2) the JP Morgan Rate plus, in either case, up to 20 basis points. The "WMR Rate" is the spot rate published by WM Reuters Company ("WMR") for the currencies that J.P. Morgan classifies as freely convertible, and shall be the rate published by WMR at 11:00 a.m. or 2:00 p.m., New York time, or at such other time as J.P. Morgan may determine from time to time (or the weighted average of the rates). The "JPMorgan Rate" means the JPMorgan FX desk quoted rate for currencies that are not classified by J.P. Morgan as freely convertible. For certain non-freely convertible currencies, or in cases when it is not commercially practicable for JPMorgan FX desk to enter into an foreign currency transaction, as the case may be, the foreign currency conversion may be managed and executed by the local sub-custodian in the relevant jurisdiction at the foreign currency conversion rate quoted by it. Additionally, notwithstanding the capabilities of J.P. Morgan or its agents to complete the conversion of foreign currency, in certain cases at the option of the company: (a) foreign currency is converted by the company independent of the Depositary or its agents; and/or (b) funds are provided by the company to the Depositary in U.S. dollars at a rate determined by the company. For further details see www.adr.com.

In connection with any offering of the BT Group Shares, the Sole Bookrunner and any of its affiliates acting as an investor for their own account may take up as a proprietary position any shares and in that capacity may retain, purchase or sell for their own account such shares. In addition, The Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Sole Bookrunner is acting on behalf of the Depositary and no one else in connection with any offering of the BT Group Shares and will not be responsible to any other person for providing the protections afforded to clients of The Sole Bookrunner or for providing advice in relation to any offering of the BT Group Shares.