SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
8 March 2004
BT Group plc
(Translation of registrant's name into English)
BT Centre
81 Newgate Street
London
EC1A 7AJ
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F..X... Form 40-F.....
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ..... No ..X..
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
Enclosures: 1. Offer Update announcement made on 8 March 2004
BT GROUP PLC
OFFER FOR TRANSCOMM PLC
FOR IMMEDIATE RELEASE
8 March 2004
British Telecommunications plc
Recommended cash offer
for
Transcomm plc
Level of Acceptances and Extension of the Offer
British Telecommunications plc ("BT") announces that, as at 3.00 p.m. on 8 March
2004, being the second closing date of the Offer, valid acceptances of the Offer
had been received in respect of a total of 86,820,254 Transcomm Shares,
representing approximately 84.44 per cent. of the issued share capital of
Transcomm. The Offer has been extended for a period of 7 days and will,
therefore, remain open for acceptance until 3.00 p.m. on 15 March 2004.
Transcomm Shareholders are advised that if the acceptance condition of the Offer
is not satisfied by 3.00 p.m. on 15 March 2004, BT might not extend the Offer
beyond 15 March 2004, in which case the Offer would lapse. However, BT reserves
the right to extend the Offer, should it wish to do so.
On 23 January 2004, BT announced that it had received irrevocable undertakings
to accept the Offer in respect of 49,652,107 Transcomm Shares, representing
approximately 48.3 per cent. of the issued share capital of Transcomm.
Neither BT, nor any person acting, or deemed to be acting, in concert with BT
for the purpose of the Offer owned, or controlled, any Transcomm Shares or any
rights over any Transcomm Shares immediately prior to the commencement of the
Offer Period. Neither BT, nor any person acting, or deemed to be acting, in
concert with BT for the purposes of the Offer has acquired or (other than
pursuant to the Offer) agreed to acquire any Transcomm Shares or (save for the
irrevocable undertakings to accept the Offer referred to in the announcement by
BT on 23 January 2004) any rights over any Transcomm Shares during the Offer
Period. None of the valid acceptances referred to above have been received from
persons acting in concert with BT.
Transcomm Shareholders who have not yet accepted the Offer and who wish to do so
are strongly encouraged to complete and return the Form of Acceptance (whether
or not their Transcomm Shares are held in CREST) as soon as possible and, in any
event, so as to be received by post or (during normal business hours) by hand by
Lloyds TSB Registrars plc, Princess House, 1 Suffolk Lane, London EC4R 0AX by no
later than 3.00 p.m. on 15 March 2004.
Words and expressions defined in the offer document dated 7 February 2004 have
the same meaning in this announcement, unless the context requires otherwise.
The directors of British Telecommunications plc accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of British Telecommunications plc (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.
PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business,
is acting exclusively for BT Group plc and British Telecommunications plc and
for no one else in relation to the Offer and will not be responsible to anyone
other than BT Group plc and British Telecommunications plc for providing the
protections afforded to clients of PricewaterhouseCoopers LLP or for giving
advice in relation to the Offer or any other matter referred to in this
document.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without
limitation, electronic mail, facsimile transmission, telex or telephone) or
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the USA, or in or into Canada or Japan, and, subject to certain
exceptions, the Offer is not capable of acceptance by any such use, means or
instrumentality or facilities or from or within the USA, Canada or Japan.
Accordingly, this announcement is not being made in the USA, Canada or Japan
and copies of this announcement are not being, and must not be, mailed or
otherwise forwarded, transmitted, distributed or sent in, into or from the USA,
Canada or Japan. Doing so may render invalid any purported acceptance of the
Offer. Any person (including, without limitation, nominees, trustees or
custodians) who are overseas persons or who would, or otherwise intend to,
forward this announcement to any jurisdiction outside the United Kingdom or to
overseas persons should seek appropriate professional advice before taking any
action.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BT Group PLC
(Registrant)
By: /s/ Patricia Day
--------------------
Patricia Day, Assistant Secretary. Head of Shareholder Services
Date: 8 March 2004