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.