REG - Bharti Global Ltd BT Group PLC - Statement re BT Group plc ("BT" or “the Company”)

BTAnnouncement

12/08/2024 07:00

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RNS Number : 0041A  Bharti Global Limited  12 August 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "UK TAKEOVER CODE").

FOR IMMEDIATE RELEASE

12 August 2024

Bharti Global

Statement regarding BT Group plc ("BT" or "the Company")

Bharti Global, the international investment arm of Bharti Enterprises
(Bharti), a leading Indian business group with world-class companies in
telecoms, digital infrastructure and space communications, has reached an
agreement to acquire an interest in c.24.5% of the issued share capital of BT
Group plc from Altice UK S.à r.l (Altice UK).

The shares will be purchased through Bharti Televentures UK Ltd - a company
established and wholly owned by Bharti Global. Bharti Televentures UK Ltd has
entered into a binding agreement with Altice UK to acquire c.9.99% stake of
BT's issued capital imminently with the balance c.14.51% of BT's share capital
to be acquired following receipt of applicable regulatory clearances. Bharti
is also applying voluntarily for UK National Security and Investment Act
clearance.

Bharti has no intention of making an offer to acquire the Company and is bound
by the terms of Rule 2.8 of the UK Takeover Code in that respect.

Bharti supports BT's executive team and strategy as the Company accelerates
its ambitious transformation program to deliver long-term, sustainable growth.
Bharti endorses BT's goal to transform the UK's telecoms landscape by building
fibre, rolling out 5G technology and developing market-leading services to
live, work, game and learn.

The investment is a vote of confidence in the UK as an attractive global
destination for investment, with a stable business and policy environment
attractive for long-term investors. It builds on Bharti's significant record
of long-term investments across the UK and longstanding familiarity with BT's
business, BT having been a significant minority shareholder in Bharti Airtel
from 1997 to 2001.

 Commenting on the investment in BT, Sunil Bharti Mittal, Chair of Bharti
Enterprises said:

"This investment demonstrates the confidence we have in BT and in the UK. BT
has a strong portfolio of market leading brands, high-quality assets and an
experienced management team with a compelling strategy mandated by the BT
Board to deliver value over the long term, which we fully support.

Bharti and BT have enjoyed a longstanding relationship - BT previously owned a
21% stake along with two board seats in Bharti Airtel Limited from 1997 to
2001.

BT is playing a vital role to expand access to full-fibre broadband
infrastructure for millions of people across the UK. Its focus on
strengthening its networks, driving consumer growth, and optimising every
aspect of its business makes it well-placed to consolidate its position as a
leading global telecoms company.

Bharti's own record of owning and operating telecom and broadband networks
around the world is underpinned by placing customers, digital innovation, and
operational efficiency at the heart of its business."

Shravin Bharti Mittal, Managing Director of Bharti Global and Founder of
Unbound, the long-term global tech investment firm, said:

"We review global investment opportunities in the world of technology from
digital infrastructure to software. BT is well known to us from the long
association with Bharti, so we are pleased to have this opportunity to acquire
a significant stake in the company. We believe that BT is poised for
leadership in the telecom arena, especially home broadband services."

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), served as
sole financial advisor and Linklaters LLP served as legal advisor to Bharti
Global in connection with the transaction.

 

END

 

About Bharti

Bharti's telecoms portfolio includes Bharti Airtel, a global mobile operator,
with networks that cover more than two billion people, connecting over five
hundred and fifty million customers in 17 countries across South Asia and
Africa. Airtel is India's leading telecom service provider and its Africa
division, Airtel Africa, a London-listed FTSE 100 company, is a major mobile
operator in Africa.

Bharti Global is the international investment arm of Bharti Enterprises, an
Indian conglomerate with world-class companies in telecom, technology, digital
infrastructure and space communications. Bharti Global has a significant
record of long-term investments in the United Kingdom including the
resurrection of OneWeb, a space communications company which got merged with
Eutelsat in 2023.

With its significant investments in Norlake Hospitality, Bharti Global owns
marquee hotels through its portfolio which includes The Hoxton, Scottish
resort Gleneagles, and other hospitality assets which are managed and operated
by Ennismore.

Bharti Global, through its investment in Unbound, is fostering the next
generation of global technology innovations.

 

Notes relating to Rule 2.8 of the UK Takeover Code

Under Note 2 on Rule 2.8 of the UK Takeover Code, Bharti reserves the right to
set the restrictions in Rule 2.8 of the UK Takeover Code aside in any of the
following circumstances:

a.   with the agreement or recommendation of the Board of BT;

b.   if a third party announces a firm intention to make an offer for BT;

c.   if a third party announces a possible offer for BT;

d.   if BT announces a Rule 9 waiver proposal (see Note 1 of the Notes on
Dispensations from Rule 9) or a reverse takeover (as defined in the UK
Takeover Code); or

e.   if there has been a material change of circumstances (as determined by
the Takeover Panel).

 

 

Enquiries

Brunswick Group; Chris Blundell and Azhar Khan

bhartiglobal@brunswickgroup.com

+44 (0) 20 7404 5959

 

Disclaimer

This announcement is for information purposes only and is not intended to, and
does not constitute or form part of, and should not be construed as, any
offer, invitation, solicitation or recommendation of an offer to purchase,
sell, subscribe for or otherwise dispose of or acquire any securities or the
solicitation of any vote or approval in any jurisdiction and neither the issue
of the information nor anything contained herein shall form the basis of or be
relied upon in connection with, or act as an inducement to enter into, any
investment activity. No shares are being offered to the public by means of
this announcement. This announcement does not constitute either advice or a
recommendation regarding any securities, or purport to contain all of the
information that may be required to evaluate any investment in BT Group plc or
any of its securities and should not be relied upon to form the basis of, or
be relied on in connection with, any contract or commitment or investment
decision whatsoever.

The distribution of this announcement in jurisdictions in or from certain
jurisdictions may be restricted or prohibited by the laws of any jurisdiction
other than the United Kingdom. Recipients are required to inform themselves
of, and comply with, all restrictions or prohibitions in such other
jurisdictions.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Bharti Global and no one else in
connection with the transaction and will not be responsible to anyone other
than Bharti Global for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the transaction or any other
matter referred to in this announcement.

 

Cautionary Note regarding Forward-Looking Information

This announcement may contain certain forward-looking statements, beliefs or
opinions, including statements with respect to BT Group plc's business. These
forward-looking statements can be identified by the use of words such as
"anticipate", "expect", "estimate", "intend", "will", "may", "project",
"plan", "target" and "believe" and other words of similar meaning in
connection with any discussion of future events. These statements, by their
nature, involve risk, uncertainty and qualifications because they relate to
events and depend upon circumstances that may or may not occur in the future.
There can be no assurance that any particular forward-looking information will
be realised, Other than in accordance with its legal or regulatory
obligations), Bharti is not under any obligation and Bharti expressly
disclaims any intention or obligation (to the maximum extent permitted by law)
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

 

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