TALK.L Regulatory News (TALK)

RNS Announcement

Tuesday, 26 January 2021

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TALKTALK TELECOM GROUP PLC. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

For Immediate Release

TalkTalk Telecom Group PLC ("Company")

Proposed offering of £100 million in aggregate principal amount of 3.875% Senior Notes due 2025 to be consolidated and treated as a single class with the Company's outstanding £575 million 3.875% Senior Notes due 2025

The Company today announces an offering (the "Offering") of £100 million in aggregate principal amount of 3.875% Senior Notes due 2025 (the "Additional Notes"). The Additional Notes will be issued under the indenture dated 20 February 2020 governing the Company's outstanding £575 million 3.875% Senior Notes due 2025 and will be consolidated and treated as a single class therewith.

The Company intends to use the proceeds of the Offering to: (a) repay £98 million of principal amounts drawn under its revolving credit facility (and cancel £100 million of commitments across such revolving credit facility and its bilateral revolving credit facility, on a pro rata basis); and (b) pay costs, expenses and fees in relation to the Offering and such refinancing transactions. The Offering and related transactions are expected to strengthen the Company's financial position by refinancing a significant portion of its outstanding debt under the revolving credit facility with Additional Notes, which have a longer maturity.

There will be no public offering of the Additional Notes. The Additional Notes are being offered and sold in offshore transactions outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Additional Notes may not be offered, sold or delivered within the United States (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Important notice

This announcement is for informational purposes only and is directed only at persons who are located outside the United States. This announcement shall not constitute an offer of the Additional Notes for sale in the United States or any other jurisdiction. The Additional Notes have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the Notes may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

This announcement has been prepared on the basis that any offer of the Additional Notes in any Member State of the European Economic Area (the "EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Additional Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, "retail investor" means a person who is one (or more) of the following: (a) "retail client" as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This announcement has been prepared on the basis that any offer of the Additional Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Additional Notes. The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act ("EUWA").

This announcement is directed only at persons who: (i) are outside the United Kingdom; (ii) 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 "Financial Promotion Order"); (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc." of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, "retail investor" means a person who is on (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Additional Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This announcement contains inside information.

Further information:

-Ends-