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
06 October, 2003
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. Director Shareholding announcement made on 12 September 2003
Enclosures: 2. Technical Interest Adjustment annoucement made on
12 September 2003
Enclosures: 3. Technical Interest Adjustment annoucement made on
12 September 2003
Enclosures: 4. Director Shareholding announcement made on 12 September 2003
Enclosures: 5. Further re Bond Tender Offer announcement made on
15 September 2003
Enclosures: 6. Tender Offer announcement made on 22 September 2003
Enclosures: 7. Tender Offer announcement made on 24 September 2003
Enclosures: 8. Issue of Debt announcement made on 03 October 2003
Enclosure 1.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2. Name of Director
Clay Brendish
3) Please state whether notification indicates that it is in respect of
holding of the shareholder name in 2 above or in respect of a non-beneficial
interest or in the case of an individual holder if it is a holding of that
person's spouse or children under the age of 18 or in respect of a
non-beneficial interest.
Director in 2) above
4) Name of the registered holder(s) and, if more than one holder, the number
of shares held by each of them (if notified)
Bank of New York Nominees
5) Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Purchase of shares
7) Number of shares/amount of stock acquired:
13,000 ordinary shares
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
188.50p
13. Date of transaction
10 September 2003
14) Date Company informed
11 September 2003
15) Total holding following this notification
23,920 ordinary shares
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise
n/a
22. Total number of shares or debentures over which options held following this
notification
n/a
23) Any additional information
n/a
24) Name of contact and telephone number for queries
John Challis 020 7356 4086
25) Name of signature or authorised company official responsible for making
this notification
John Challis
Date of Notification: 12 September 2003
End
Enclosure 2.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2. Name of Directors
Sir Christopher Bland
Ben Verwaayen
Ian Livingston
Pierre Danon
Paul Reynolds
Andy Green
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Adjustment in technical interest of the above directors
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Ilford Trustees (Jersey) Limited
5) Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Adjustment in the technical interests of the above directors following a vesting
of shares to a participant in the BT Group Retention Share Plan.
7) Number of shares/amount of stock acquired:
n/a
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
266,657 shares vested to a participant in the BT Group Retention Share Plan.
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
n/a
13. Date of transaction
10 September 2003
14) Date Company informed
11 September 2003
15) Total holding following this notification
n/a
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise
n/a
22. Total number of shares or debentures over which options held following this
notification
n/a
23) Any additional information
The above named Directors have technical interests, as at 12 September 2003
under Section 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
50,582 Ordinary Shares held by the Trustee, Halifax Corporate Trustees
Limited;
- A technical interest, together with all employees of BT Group plc in
30,550,124 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
John Challis 020 7356 4086
25) Name of signature or authorised company official responsible for making
this notification
John Challis
Date of Notification: 12 September 2003
End
Enclosure 3.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2. Name of Directors
Sir Christopher Bland
Ben Verwaayen
Ian Livingston
Pierre Danon
Paul Reynolds
Andy Green
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Adjustment in technical interest of the above directors
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Halifax Corporate Trustees Limited
5) Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Adjustment in the technical interests of the above directors following a
transfer of shares to Halifax Corporate Trustees Limited as Trustee of the BT
Group Employee Share Investment Plan.
7) Number of shares/amount of stock acquired:
818 shares
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
n/a
13. Date of transaction
12 September 2003
14) Date Company informed
12 September 2003
15) Total holding following this notification
n/a
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise
n/a
22. Total number of shares or debentures over which options held following this
notification
n/a
23) Any additional information
The above named Directors have technical interests, as at 12 September 2003
under Section 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
51,400 Ordinary Shares held by the Trustee, Halifax Corporate Trustees
Limited;
- A technical interest, together with all employees of BT Group plc in
30,550,124 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
John Challis 020 7356 4086
25) Name of signature or authorised company official responsible for making
this notification
John Challis
Date of Notification: 12 September 2003
End
Enclosure 4.
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1) Name of company
BT Group plc
2. Name of Director
Paul Reynolds
3) Please state whether notification indicates that it is in respect of holding
of the shareholder name in 2 above or in respect of a non-beneficial interest or
in the case of an individual holder if it is a holding of that person's spouse
or children under the age of 18 or in respect of a non-beneficial interest.
Director in 2) above
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Halifax Corporate Trustees Limited (as Trustee of the BT Group Employee Share
Investment Plan).
5) Please state whether notification relates to a person(s) connected with
the Director named in 2 above and identify the connected person(s)
n/a
6) Please state the nature of the transaction. For PEP transactions please
indicated whether general/single co PEP and if discretionary/non discretionary
Monthly purchase of shares under the terms of the BT Group Employee Share
Investment Plan.
7) Number of shares/amount of stock acquired:
Purchase of 67 shares at 186.75p per share.
8) Percentage of issued class
n/a
9) Number of shares/amount of stock disposed
n/a
10) Percentage of issued class
n/a
11) Class of security
Ordinary shares of 5p each
12) Price per share
GBP1.8675
13. Date of transaction
12 September 2003
14) Date Company informed
12 September 2003
15) Total holding following this notification
Paul Reynolds:
1. 46,409 ordinary shares - personal holding;
2. 148,012 ordinary shares under BT Incentive Share Plan - contingent award;
3. 150,688 shares under BT Group Deferred Bonus Plan;
4. 11,605 shares under BT Executive Share Plan - contingent award;
5. Options over 4,555 shares under BT Group Employee Sharesave Scheme;
6. Options over 1,457,124 shares under BT Group Global Share Option Plan.
16) Total percentage holding of issued class following this notification
n/a
If a director has been granted options by the company please complete the
following boxes
17) Date of grant
n/a
18) Period during which or date on which exercisable
n/a
19) Total amount paid (if any) for grant of the option
n/a
20) Description of shares or debentures involved: class, number
n/a
21) Exercise price (if fixed at time of grant) or indication that price is
to be fixed at time of exercise
n/a
22. Total number of shares or debentures over which options held following this
notification
n/a
23) Any additional information
The above named Director has a technical interest, as at 12 September 2003 under
Section 13 of the Companies Act as follows:
- A technical interest, together with all employees of BT Group plc in
51,400 Ordinary Shares held by the Trustee, Halifax Corporate Trustees
Limited;
- A technical interest, together with all employees of BT Group plc in
30,550,124 Ordinary Shares held by Ilford Trustees (Jersey) Limited in
respect of contingent awards under executive share plans;
24) Name of contact and telephone number for queries
John Challis, 020 7356 4086
25) Name of signature or authorised company official responsible for making
this notification
John Challis
Date of Notification: 12 September 2003
End
Enclosure 5.
15 September 2003
BRITISH TELECOMMUNICATIONS PLC SETS THE FINAL FIXED SPREAD IN BOND TENDER OFFER
Further to the Announcement dated 4 September 2003 (the "Announcement"), British
Telecommunications plc (the "Company") announces today that it has set the Final
Fixed Spread in its cash tender:
Notes Benchmark Bond Final
Fixed
Spread
EUR2,250,000,000 7.125% DBR 5.25% January 2011 57bps
due 15 February 2011
For detailed terms of the Tender Offer please refer to the Announcement.
Between 15 September and 22 September 2003, Noteholders may either tender their
Notes through a Contingent Order via Deutsche Bank AG London (+44 20-7545-4361)
or through a Deutsche Bank sales representative, acting as agent for the
Company, or place an Electronic Order through Euroclear or Clearstream,
Luxembourg. The offer expires at 5pm (London time) on 22 September 2003. If the
total of Notes tendered exceeds the amount of Notes that the Company will
accept, then orders will be scaled back pro rata as described in the
Announcement.
Deutsche Bank AG London is acting as the Dealer Manager and Tender Agent for
this transaction.
For further information please contact:
BT Group plc
Andy Longden, Group Treasurer
+44 207 356 6588
Deutsche Bank AG London
Sandra Hughes
+44 207 545 8011
This press release does not constitute, or form part of, any solicitation of any
offer or invitation to sell any securities in any jurisdiction nor shall it (or
any part of it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract thereof. No indications of interest in the
Tender Offer are sought by this press release.
The Tender Offer made by the Announcement is not being made to, and tenders will
not be accepted from or on behalf of, holders of the Notes in any jurisdiction
in which the making or tender thereof will not be in compliance with the laws of
such jurisdiction. In addition, the Tender Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate or
foreign commerce, or of any facility of a national securities exchange of the
United States and Notes may not be tendered by any such use, means,
instrumentality or facility from or within the United States.
Enclosure 6.
BRITISH TELECOMMUNICATIONS PLC BOND TENDER OFFER
Further to the Announcement dated 4 September 2003 (the "Announcement"), British
Telecommunications plc announces today that it intends to accept offers of up to
50% of the outstanding Notes and the Tender Offer is amended accordingly.
For detailed terms of the Tender Offer please refer to the Announcement.
Deutsche Bank AG London is acting as the Dealer Manager and Tender Agent for
this transaction.
For further information please contact:
BT Group plc
Andy Longden, Group Treasurer
+44 207 356 6588
Deutsche Bank AG London
Sandra Hughes
+44 207 545 8011
This press release does not constitute, or form part of, any solicitation of any
offer or invitation to sell any securities in any jurisdiction nor shall it (or
any part of it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract thereof. No indications of interest in the
Tender Offer are sought by this press release.
The Tender Offer made by the Announcement is not being made to, and tenders will
not be accepted from or on behalf of, holders of the Notes in any jurisdiction
in which the making or tender thereof will not be in compliance with the laws of
such jurisdiction. In addition, the Tender Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate or
foreign commerce, or of any facility of a national securities exchange of the
United States and Notes may not be tendered by any such use, means,
instrumentality or facility from or within the United States.
Enclosure 7.
BRITISH TELECOMMUNICATIONS PLC CONCLUDES BOND TENDER OFFER
Further to the Announcement dated 4 September 2003 (the "Announcement"), British
Telecommunications plc (the "Company") announces that at the conclusion of the
tender offer, the Company has purchased EUR1.125bn of the outstanding Notes.
The purchase price was EUR1,169.62 per EUR1,000 denomination. Accrued interest
will also be paid up to, but excluding, the settlement date, which is
anticipated to be 29 September, 2003.
For detailed terms of the Tender Offer please refer to the Announcement.
Deutsche Bank AG London is acting as the Dealer Manager and Tender Agent for
this transaction.
For further information please contact:
BT Group plc
Andy Longden, Group Treasurer
+44 207 356 6588
Deutsche Bank AG London
Sandra Hughes
+44 207 545 8011
This press release does not constitute, or form part of, any solicitation of any
offer or invitation to sell any securities in any jurisdiction nor shall it (or
any part of it), or the fact of its distribution, form the basis of or be relied
on in connection with any contract thereof. No indications of interest in the
Tender Offer are sought by this press release.
The Tender Offer made by the Announcement is not being made to, and tenders will
not be accepted from or on behalf of, holders of the Notes in any jurisdiction
in which the making or tender thereof will not be in compliance with the laws of
such jurisdiction. In addition, the Tender Offer is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile transmission, telex,
telephone, email and other forms of electronic transmission) of interstate or
foreign commerce, or of any facility of a national securities exchange of the
United States and Notes may not be tendered by any such use, means,
instrumentality or facility from or within the United States.
Enclosure 8.
BT (INTERNATIONAL) HOLDINGS LIMITED ISSUES BONDS
BT Telecommunications plc ("BT") today announced that it's wholly owned
subsidiary BT (International) Holdings Limited had issued bonds guaranteed by BT
to two other wholly owned subsidiary undertakings of BT. The bond issue
represents a formalising of existing internal funding and the bond listing has
no affect on the net and gross debt position of the BT Group. The total sterling
value of the issued bonds was GBP2.6bn and the bonds have maturities from 2021
to 2025. The bonds are listed on the Luxembourg Stock Exchange.
BT Group plc is the listed holding company for an integrated group of businesses
providing voice, data and video services in the UK and elsewhere in Europe.
British Telecommunications plc, a wholly-owned subsidiary of BT Group, holds
virtually all businesses and assets of the BT Group.
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 06 October 2003