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
Date of
Announcement:
14 August
2019
BT Group plc
(Translation
of registrant's name into English)
BT
Group plc
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-
________
14 August
2019
This announcement contains inside information.
BT ANNOUNCES INTENTION TO DELIST FROM NEW YORK STOCK EXCHANGE AND
TERMINATE ADR PROGRAMME, AND TO DEREGISTER AND TERMINATE REPORTING
OBLIGATIONS WITH THE SEC
●
BT intends to delist its American
Depositary Shares from the New York Stock Exchange and terminate
its American Depositary Receipt programme
●
BT intends to deregister its equity
securities and the registered debt securities of its subsidiary,
British Telecommunications plc, in order to reduce reporting costs
and complexity
●
BT remains committed to its US
investor base and to customers and colleagues in the US, and
to maintaining the highest standards of corporate governance and
transparent financial reporting
BT Group plc (BT) will today provide written notice to the New York
Stock Exchange (NYSE) of its intention to delist its American
Depositary Shares (ADSs). In relation to the delisting, BT intends
to file a Form 25 with the US Securities and Exchange Commission
(SEC) on 3 September 2019 and expects the delisting will become
effective following the close of the market in New York on 13
September 2019, from which time BT's ADSs will no longer be traded
on the NYSE.
BT has today notified JPMorgan Chase Bank, N.A. (JPMorgan), as its
American Depositary Receipts (ADR) programme depositary, of its
intention to terminate the ADR programme. BT expects that
termination of its ADR programme will become effective on 23
September 2019.
Following delisting and termination of its ADR programme, BT
intends to file a Form 15F with the SEC to deregister its equity
securities at the earliest possible date, following the minimum 12
month waiting period from the date of ADR termination and subject
to meeting the criteria for deregistration at that time.
Deregistration is expected to become effective 90 days after the
filing of the Form 15F.
BT's subsidiary, British Telecommunications plc, will today file a
Form 15F with the SEC to deregister all of its registered debt
securities and expects deregistration to become effective 90 days
later.
BT's decision to delist and deregister is aimed at reducing
reporting costs and complexity whilst maintaining the highest
standards of corporate governance and transparent financial
reporting. BT's ADR programme comprises c.2.0% of its shares in
issue. Investors based in North America hold c.20.0% of BT's shares
in issue.
BT will continue to positively engage with US equity and debt
investors, and its obligations to its existing bondholders will not
be affected by the deregistration. BT also remains committed to its
customers operating in the US.
BT reserves the right to delay these filings or to withdraw them
prior to their effectiveness, and to otherwise change its plans in
this regard. BT will continue to make its annual reports, financial
statements, and financial press releases available to all investors
on its website.
Additional information for ADR holders
BT has not arranged for the listing or registration of the ADSs on
another US national securities exchange or for their quotation in a
quotation medium in the United States. BT has directed JPMorgan to
terminate BT's ADR programme. Consequently, and in accordance with
the deposit agreement, JPMorgan will provide a notice of
termination to all ADR holders containing relevant information for
ADR holders regarding required actions.
The person responsible for making this announcement is Rachel
Canham, BT's Company Secretary.
For further information
Investor relations:
Mark Lidiard
Tel: +44 20 7356 4909
Press office:
Richard
Farnsworth
Tel:
+44 20 7356 5369
All news releases can be accessed on BT's
website
and
you can follow BT on Twitter
here
.
--- Ends ---
About BT
BT's purpose is to use the power of communications to make a better
world. It is one of the world's leading providers of communications
services and solutions, serving customers in 180 countries. Its
principal activities include the provision of networked IT services
globally; local, national and international telecommunications
services to its customers for use at home, at work and on the move;
broadband, TV and internet products and services; and converged
fixed-mobile products and services. BT consists of four
customer-facing units: Consumer, Enterprise, Global and
Openreach.
For the year ended 31 March 2019, BT Group's reported revenue was
£23,428m with reported profit before taxation of
£2,666m.
For more information, visit
www.btplc.com
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/
Rachel Canham, Company Secretary
--------------------
Rachel
Canham, Company Secretary.
Date
14 August 2019
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