International law firm Simmons & Simmons is advising J.P. Morgan Cazenove as Sole Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker; Merrill Lynch International as Joint Bookrunner and Joint Corporate Broker; and Goldman Sachs International as Joint Bookrunner, in connection with the proposed placing by BT Group plc (“BT” or the “Company”) of new ordinary shares of five pence in the Company (the “Placing Shares”) with institutional investors to raise approximately £1.0bn announced earlier today (the “Placing”).

The net proceeds of the Placing are to be used to fund part of the cash consideration payable in connection with BT’s proposed acquisition of EE Limited (“EE”) announced on 05 February 2015 (the “Acquisition”). Simmons & Simmons is also advising J.P. Morgan Cazenove as Sponsor in connection with the Acquisition.

On 05 February 2015, BT announced that it had agreed definitive terms to acquire EE from Deutsche Telekom and Orange for £12.5bn, with the cash consideration to be financed by a combination of new debt financing and a placing of new BT shares.

The Acquisition is subject to approval by the shareholders of BT and merger clearance, in particular from the UK Competition and Markets Authority, and is expected to complete before the end of BT’s 2015/16 financial year. The Placing is not conditional upon completion of the Acquisition and if the Acquisition does not complete, the Placing proceeds will be retained by the Company and used for general corporate purposes.

The Simmons & Simmons team is led by corporate partners Chris Horton and Colin Bole, and includes corporate associates Thomas Burgoo and Edward Nisbet, London-based US securities laws partner Charles Hawes and US securities laws associate Jim McInerney and TMT sector head Andrew McMillan. Partner Nick Cronkshaw and associate Laura Allwright are providing specialist tax advice.

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