Company Announcements

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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.