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
28 November, 2006
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. PlusNet Offer update announcement made on 22 November 2006
2. Rule 8.1 (PlusNet plc) announcement made on 22 November 2006
3. Holding(s) in Company announcement made on 22 November 2006
4. Transaction in Own Shares announcement made on 22 November 2006
5. Transaction in Own Shares announcement made on 22 November 2006
6. BT acquires assets of Telexis announcement made on
23 November 2006
7. Transaction in Own Shares announcement made on 23 November 2006
8. Transaction in Own Shares announcement made on 24 November 2006
9. Transaction in Own Shares announcement made on 27 November 2006
Enclosure 1
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada or Japan, or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such other jurisdiction.
ANNOUNCEMENT
FOR IMMEDIATE RELEASE
22 November 2006
OFFER UPDATE
Further to BT's recent announcements regarding its offer for PlusNet plc (the
"Offer"), BT discloses that yesterday it acquired a total of 4,531,413 PlusNet
Shares (the "Purchase") for a price of 210 pence per PlusNet Share, representing
approximately 15.2 per cent. of the issued ordinary share capital of PlusNet.
Following the Purchase, BT held approximately 32.4 per cent. of the issued
ordinary share capital of PlusNet in total. Upon BT acquiring more than 30 per
cent. of PlusNet's issued share capital and realising the implications under
Rule 9 of the City Code of BT acquiring more than 30 per cent., BT approached
the Panel Executive and requested a dispensation from the requirement to make a
mandatory offer under Rule 9. Following discussions with all relevant parties,
the Panel Executive has agreed, on an ex parte basis, to allow BT to sell down
below 30 per cent. to persons not acting, or deemed to be acting, in concert
with BT for the purpose of the City Code (the "Sale"), without any consequences
under Rule 9 or Rule 4.2 of the City Code. The Sale has been executed this
morning such that BT now holds 8,874,517 PlusNet Shares, representing
approximately 29.8 per cent. of the issued ordinary share capital of PlusNet.
Terms defined in the Offer Document have the same meaning in this Announcement.
Enquiries:
BT Tel: +44 (0) 20 7356 5000
Paul Ringham
Rothschild Tel: +44 (0) 20 7280 5000
(Financial adviser to BT)
Warner Mandel
Chris M Brooks
The directors of BT accept responsibility for the information contained in this
Announcement. To the best of the knowledge and belief of the directors of BT,
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.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for BT and no-one else in
connection with the Offer and will not be responsible to anyone other than BT
for providing the protections afforded to its customers or for providing advice
in relation to the Offer or in relation to the contents of this Announcement or
any transaction or arrangement referred to herein.
This Announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise. The Offer is made solely through the Offer Document, an
advertisement placed in The Times (UK edition) on 18 November 2006 and the Form
of Acceptance. The Offer Document and the Form of Acceptance were dispatched by
BT to PlusNet Shareholders, other than certain Overseas PlusNet Shareholders,
(and, for information only, to participants in the PlusNet Share Option Schemes)
on 17 November 2006. The Offer Document and the Form of Acceptance contain the
full terms and conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made only on the
basis of the information contained in the Offer Document and the Form of
Acceptance. The laws of relevant jurisdictions may affect the availability of
the Offer to overseas persons. Overseas persons, or persons who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory requirements.
The Offer Document is available for public inspection in the United Kingdom.
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,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other securities
exchange of, the United States, Canada, Japan or any Prohibited Jurisdiction
and, subject to certain exceptions, the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within the United
States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of the
Offer Document, the Form of Acceptance and any related or accompanying document
are not being, and must not be, directly or indirectly, mailed, distributed,
forwarded, transmitted or otherwise sent, in whole or in part, in, into or from
the United States, Canada, Japan or any Prohibited Jurisdiction, and persons
receiving this Announcement (including, without limitation, custodians, nominees
and trustees) must not distribute, mail, transmit, forward or send it in, into
or from the United States, Canada, Japan or any Prohibited Jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Persons receiving
the Offer Document, the Form of Acceptance or any related or accompanying
document (including custodians, nominees and trustees) should not distribute,
mail, transmit, forward or send them or any of them in, into or from the United
States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any
such means, instrumentality or facility for any purpose related to the Offer.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in one per cent. or more of any class of
'relevant securities' of PlusNet, all 'dealings' in any 'relevant securities' of
PlusNet (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptance, lapses
or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of PlusNet
they will be deemed to be a single person for the purpose of Rule 8.3 of the
City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of PlusNet by BT or PlusNet or by any of their respective
'associates' must be disclosed by no later than noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative reference to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8 of the City Code, you should
consult the Panel.
Enclosure 2
FORM 8.1
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
(Rules 8.1(a) and (b)(i) of the Takeover Code)
1. KEY INFORMATION
Name of person dealing (Note 1) British Telecommunications plc, a
subsidiary of BT Group plc
Company dealt in PlusNet plc
Class of relevant security to which the ORD 0.2P
dealings being disclosed relate (Note 2)
Date of dealing 21/22 November 2006
2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE
(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)
Long Short
Number (%) Number (%)
(1) Relevant
securities 8,874,517 (29.8%) -
(2) Derivatives (other than options) - -
(3) Options and agreements to purchase/sell - -
Total 8,874,517 (29.8%) -
(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)
Class of relevant security: Long Short
Number (%) Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total
(c) Rights to subscribe (Note 3)
Class of relevant security: Details
3. DEALINGS (Note 4)
(a) Purchases and sales
Purchase/sale Number of securities Price per unit (Note 5)
Purchase* 4,531,413 210 pence
Sale* 750,000 208.5 pence
* The Panel has confirmed on an ex parte basis that the purchase through 30 per
cent. has no Rule 9 consequences and the sale has no Rule 4.2 consequences.
(b) Derivatives transactions (other than options)
Product Long/short (Note Number of securities (Note Price per unit (Note
name, 6) 7) 5)
e.g. CFD
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Product Writing, Number of Exercise Type, e.g. Expiry Option
name, selling, securities to American, money
purchasing, which the option European
varying etc. relates (Note 7) etc.
e.g. price date paid/
call received
option per unit
(Note 5)
(ii) Exercising
Product name, e.g. call Number of Exercise price per unit (Note
option securities 5)
(d) Other dealings (including new securities) (Note 4)
Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5)
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced. If none, this should be
stated.
Is a Supplemental Form 8 attached? (Note 9) NO
Date of disclosure 22 November 2006
Contact name Paul Ringham
Telephone number +44 (0) 20 7356 5000
Name of offeree/offeror with which associated BT
Specify category and nature of associate status (Note 10)
Notes
The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk
Enclosure 3
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
BT Group plc
2) Name of shareholder having a major interest
Brandes Investment Partners
3) Please state whether notification indicates that it is in respect of holding
of the shareholder named 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
Total holding of the above shareholder
4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them
Brandes Investment Partners LP
5) Number of shares/amount of stock acquired
Total holding of 330,627,819 shares
6) Percentage of issued class
3.98%
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued class-
N/A
9) Class of security
Ordinary shares of 5p in BT Group plc
10) Date of transaction
n/a
11) Date company informed
22 November 2006
12) Total holding following this notification
Total holding of 330,627,819 shares
13) Total percentage holding of issued class following this notification
3.98%
14) Any additional information
This notification updates the previous notification dated 06 June 2006 and is a
result of the change in the total holding of Brandes Investment Partners from
415,169,137 to 330,627,819 shares.
15) Name of contact and telephone number for queries
Graeme Wheatley, 020 7356 6372
16) Name of authorised company official responsible for making this notification
Graeme Wheatley, 020 7356 6372
Date of notification 22 November 2006
End
Enclosure 4
Wednesday 22 November 2006
BT GROUP PLC
TRANSACTION IN OWN SHARES
BT Group plc announces that it has today transferred to participants in its
employee share schemes 485,634 ordinary shares at a maximum price of 199.5 pence
per share and a minimum price of 154 pence per share. The transferred shares
were all formerly held as treasury shares.
Following the above transfer, BT Group plc holds 332,566,928 ordinary shares as
treasury shares. The total number of ordinary shares in issue (excluding shares
held as treasury shares) is 8,307,755,720.
--: ends :--
Enclosure 5
Wednesday 22 November 2006
BT GROUP PLC
TRANSACTION IN OWN SHARES
BT Group plc announces that it has today purchased through JPMorgan Cazenove
Limited 1,000,000 ordinary shares at a price of 283.65 pence per share. The
purchased shares will all be held as treasury shares.
Following the above purchase, BT Group plc holds 333,566,928 ordinary shares as
treasury shares. The total number of ordinary shares in issue (excluding shares
held as treasury shares) is 8,306,755,720.
--: ends :--
Enclosure 6
DC06-631 NOVEMBER 23, 2006
BT ACQUIRES ASSETS OF TELEXIS BRASIL
BT today announced that BT has acquired the assets of Telexis Brasil, Fiat's
Brazilian telecommunications business. Telexis provides services to both Fiat
Group and external customers. The transaction follows BT's acquisition of Fiat's
Italian telecommunications subsidiary, Atlanet, which was completed in February
2006.
For the year ended 31 December 2005, Telexis Brasil achieved revenues of around
US$2 million and had gross assets of approximately US$640,000.
ENDS
About BT
BT is one of the world's leading providers of communications solutions and
services operating in 170 countries. Its principal activities include networked
IT services, local, national and international telecommunications services, and
higher-value broadband and internet products and services. BT consists
principally of four lines of business: BT Global Services, Openreach, BT Retail
and BT Wholesale.
In the year ended 31 March 2006, BT Group plc's revenue was GBP19,514 million
with profit before taxation of GBP2,040 million.
British Telecommunications plc (BT) is a wholly-owned subsidiary of BT Group and
encompasses virtually all businesses and assets of the BT Group. BT Group plc is
listed on stock exchanges in London and New York.
For more information, visit www.bt.com/aboutbt
Enclosure 7
Thursday 23 November 2006
BT GROUP PLC
TRANSACTION IN OWN SHARES
BT Group plc announces that it has today purchased through JPMorgan Cazenove
Limited 1,000,000 ordinary shares at a price of 280.4997 pence per share. The
purchased shares will all be held as treasury shares.
Following the above purchase, BT Group plc holds 334,566,928 ordinary shares as
treasury shares. The total number of ordinary shares in issue (excluding shares
held as treasury shares) is 8,305,755,720.
--: ends :--
Enclosure 8
Friday 24 November 2006
BT GROUP PLC
TRANSACTION IN OWN SHARES
BT Group plc announces that it has today purchased through JPMorgan Cazenove
Limited 1,000,000 ordinary shares at a price of 279.6938p pence per share. The
purchased shares will all be held as treasury shares.
Following the above purchase, BT Group plc holds 335,566,928 ordinary shares as
treasury shares. The total number of ordinary shares in issue (excluding shares
held as treasury shares) is 8,304,755,720.
--: ends :--
Enclosure 9
Monday 27 November 2006
BT GROUP PLC
TRANSACTION IN OWN SHARES
BT Group plc announces that it has today purchased through JPMorgan Cazenove
Limited 1,000,000 ordinary shares at a price of 278.13 pence per share. The
purchased shares will all be held as treasury shares.
Following the above purchase, BT Group plc holds 336,566,928 ordinary shares as
treasury shares. The total number of ordinary shares in issue (excluding shares
held as treasury shares) is 8,303,755,720.
--: ends :--
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.
Date 28 November, 2006