Bond BT Group 0% ( US111021AF86 ) in USD

BT Group

100 % ⇌

United Kingdom

US111021AF86 ( in USD )

0%

20/12/2013 - Bond has expired

Prospectus brochure of the bond British Telecommunications US111021AF86 in USD 0%, expired

200 000 USD

500 000 000 USD

111021AF8

NR

NR

British Telecommunications plc (BT Group) is a multinational telecommunications services company headquartered in London, offering a wide range of communication products and services including fixed-line and mobile telephony, broadband internet access, and television services across the globe.

The Bond issued by BT Group ( United Kingdom ) , in USD, with the ISIN code US111021AF86, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 20/12/2013

The Bond issued by BT Group ( United Kingdom ) , in USD, with the ISIN code US111021AF86, was rated NR by Moody's credit rating agency.

The Bond issued by BT Group ( United Kingdom ) , in USD, with the ISIN code US111021AF86, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-182204
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Securities to be Registered

Registered

Price Per Unit

Offering Price

Registration Fee1
$500,000,000 notes due 2013

$500,000,000
100.00%

$500,000,000
$57,300
$750,000,000 notes due 2015

$750,000,000
99.986%

$749,895,000
$85,938

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT (To Prospectus dated June 19, 2012)

BRITISH TELECOMMUNICATIONS PUBLIC LIMITED COMPANY
(incorporated with limited liability in England and Wales under the Companies Acts 1948 to 1981) (Registered Number: 1800000)
$750,000,000 2.000% SENIOR NOTES DUE 2015
$500,000,000 FLOATING RATE SENIOR NOTES DUE 2013

The $750,000,000 fixed rate senior notes due 2015 (the "fixed rate notes") will bear interest at 2.000% per year. Interest on the
fixed rate notes will be payable semi-annually in arrears on June 22 and December 22 of each year, beginning on December 22, 2012.
The fixed rate notes will mature at 100% of their principal amount on June 22, 2015.
The $500,000,000 floating rate senior notes due 2013 (the "floating rate notes" and, together with the fixed rate notes, the
"notes") will bear interest at a rate equal to the then applicable U.S. dollar three-month LIBOR rate plus 1.125%. We will pay
interest on the floating rate notes each March 20, June 20, September 20, and December 20, commencing on September 20, 2012. The
floating rate notes will mature at 100% of their principal amount on December 20, 2013.
The notes will be senior and unsecured obligations and will rank equally with all of our present and future unsecured and
unsubordinated indebtedness. The notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in
excess thereof.
We may redeem the fixed rate notes, in whole or in part at any time at a redemption price equal to the greater of (i) 100% of the
principal amount of such notes or (ii) the sum of the present values of the remaining scheduled payments of principal and interest
thereon, discounted to the date of redemption on a semi-annual basis at the Treasury Rate plus 0.250%, plus in each case interest
accrued to, but not including, the date of redemption.
Application will be made to the Financial Services Authority in its capacity as competent authority under the Financial Services
and Markets Act 2000 (the "U.K. Listing Authority") for the notes to be admitted to the official list of the U.K. Listing Authority (the
"Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the notes to be admitted to trading on the
London Stock Exchange's regulated market. References in this document to notes being "listed" (and all related references) shall
mean that such notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the
Official List. The London Stock Exchange's regulated market is a regulated market for the purposes of the Directive 2004/39/EC of
the European Parliament and of the Council on markets in financial instruments.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus
supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Total for
Per Fixed
Total for Fixed
Per Floating
Floating

Rate Note

Rate Notes

Rate Note

Rate Notes

Price to Public

99.986%
$749,895,000

100.000%
$500,000,000
Underwriting Discounts and Commissions

0.250%
$ 1,875,000

0.175%
$
875,000
Proceeds, before expenses, to us(1)

99.736%
$748,020,000

99.825%
$499,125,000
(1) See "Underwriting" beginning on page S-26 of this prospectus supplement.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company
("DTC"), against payment in New York, New York, on or about June 22, 2012. Beneficial interests in the notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").

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Joint Book-Running Managers

Citigroup
HSBC
Lloyds Securities
Mitsubishi
Mizuho
UFJ
Securities

Securities

The date of this prospectus supplement is June 19, 2012.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS DOCUMENT
S-4

DOCUMENTS INCORPORATED BY REFERENCE
S-4

WHERE YOU CAN FIND MORE INFORMATION
S-4

THE OFFERING
S-6

RISK FACTORS
S-10
USE OF PROCEEDS
S-16
CAPITALIZATION AND INDEBTEDNESS
S-17
RATIO OF EARNINGS TO FIXED CHARGES
S-18
EXCHANGE RATES
S-19
DESCRIPTION OF THE NOTES
S-20
UNDERWRITING
S-26
LEGAL MATTERS
S-28
EXPERTS
S-28
GENERAL INFORMATION
S-29
PROSPECTUS

ABOUT THIS PROSPECTUS
1

RISK FACTORS
1

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
1

WHERE YOU CAN FIND MORE INFORMATION
3

FORWARD-LOOKING STATEMENTS
5

BRITISH TELECOMMUNICATIONS PLC
7

RATIO OF EARNINGS TO FIXED CHARGES
9

USE OF PROCEEDS
10
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER
11
CLEARANCE AND SETTLEMENT
25
TAXATION
30
PLAN OF DISTRIBUTION
43
LEGAL MATTERS
45
EXPERTS
45

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You should only rely on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus dated June 19, 2012 (the "prospectus"). We have not, and the underwriters have not, authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and any prospects may have changed since those dates.

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ABOUT THIS DOCUMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes and
also adds to and updates information contained in the prospectus and the documents incorporated by reference in this prospectus
supplement and the prospectus. The second part, the prospectus, provides more general information about debt securities we may
offer from time to time. When we refer to the prospectus, we are referring to both parts of this document combined. If the description
of the notes in this prospectus supplement differs from the description in the prospectus, the description in this prospectus supplement
supersedes the description in the prospectus. The prospectus contains important information regarding this offering, which is not
contained in this prospectus supplement. You are urged to read the prospectus and this prospectus supplement in full.
Unless the context requires otherwise, references to "BT", the "Company", "we", "our" or "us" in this prospectus supplement
refer to British Telecommunications plc, a public limited company duly organized and existing under the laws of England and Wales,
and its consolidated subsidiaries.
We accept responsibility for the information contained in this document for purposes of the Prospectus Directive. To the best of
our knowledge (after taking all reasonable care to ensure that such is the case) the information contained in this document for
purposes of the Prospectus Directive is in accordance with the facts and does not omit anything likely to affect the import of such
information.
DOCUMENTS INCORPORATED BY REFERENCE
Our Annual Report on Form 20-F for the year ended March 31, 2012 including the financial statements as at March 31, 2012 and
for the three years ended March 31, 2012 together with the auditors' report thereon (which have previously been published and which
have been filed with the Financial Services Authority) are incorporated in, and form part of, this document. Copies of documents
incorporated by reference in this document for purposes of the Prospectus Directive will be available for viewing on our website and
will be published on the website of the Regulatory News Service (RNS) operated by the London Stock Exchange
(www.londonstockexchange.com).
WHERE YOU CAN FIND MORE INFORMATION
In addition, the following documents published or issued prior to the date hereof or published or issued from time to time after
the date hereof, are incorporated in, and form part of, this document:

· any future report on Form 20-F that we may file with the Securities and Exchange Commission (the "SEC") under the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), until we sell all the securities that may be offered
through this document;

· any reports on Form 6-K filed or furnished by us pursuant to the Exchange Act that expressly state that we incorporate them

by reference; and

· reports filed or furnished under Sections 13(a), 13 (c) or 15(d) of the Exchange Act.

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You can obtain copies of any of the documents incorporated by reference through the Company or the SEC. Documents
incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by
reference into this document. You may obtain BT documents incorporated by reference into this document, at no cost, by requesting
them in writing or by telephone at the following address and telephone number:
British Telecommunications plc
BT Centre
81 Newgate Street
London EC1A 7AJ
United Kingdom
011-44-20-7356-5000

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THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the prospectus. It may
not contain all information that you should consider before investing in the notes. You should read "Description of the Notes"
beginning on page S-20 of this prospectus supplement for more detailed information about the notes.
Issuer
British Telecommunications plc
Notes Offered
$750,000,000 aggregate principal amount of 2.000% senior notes due 2015 and
$500,000,000 aggregate principal amount of floating rate senior notes due 2013.
Fixed Rate Notes:
Stated Maturity
June 22, 2015.
Principal Amount of Notes Being Issued
$750,000,000
Issue Date
Expected to be on or about June 22, 2012.
Issue Price
99.986%
Interest Rate
2.000%
Date Interest Starts Accruing
June 22, 2012.
Interest Payment Dates
Semi-annually in arrears on June 22 and December 22 of each year, commencing
December 22, 2012.
First Interest Payment Date
December 22, 2012.
Day Count Convention
30/360.
Optional Redemption
We may redeem the fixed rate notes in whole or in part at any time at the
redemption price described in this prospectus supplement plus accrued interest to
but excluding the date of redemption.
CUSIP
111021AG6
ISIN
US111021AG69
Floating Rate Notes:
Stated Maturity
December 20, 2013.
Principal Amount of Notes Being Issued
$500,000,000
Issue Date
Expected to be on or about June 22, 2012.

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Issue Price
100%
Interest Rate
3-month USD LIBOR + 1.125%
Date Interest Starts Accruing
June 22, 2012.
Interest Payment Dates and Interest
Reset Dates
March 20, June 20, September 20 and December 20, commencing September 20,
2012.
First Interest Payment Date
September 20, 2012.
Day Count Convention
Actual/360.
CUSIP
111021AF8
ISIN
US111021AF86
Provisions Relating to All Notes:
Ranking
The notes will rank equally without any preference among themselves and equally
with all of our present and future unsecured and unsubordinated indebtedness.
Restrictive Covenants
The indenture relating to the notes contains a negative covenant restricting our
ability to create, assume or incur liens to secure present or future capital markets
indebtedness. For more information, see "Description of Debt Securities We May
Offer Restrictive Covenants Negative Pledge" in the prospectus.
However, the indenture does not contain any negative covenants restricting our
ability to make payments, incur indebtedness, dispose of assets, enter into
sale-leaseback transactions, issue and sell capital stock, enter into transactions
with affiliates or engage in business other than our present business.
Change of Control and Put Event
Unless we have given notice of redemption, the holder of each note will have the
option to require us to redeem or, at our option, purchase (or procure the purchase
of) that note on the Optional Redemption Date at 101% of its principal amount
together with interest accrued to (but excluding) the Optional Redemption Date
upon a Change of Control and Put Event, as described under "Description of Debt
Securities We May Offer Change of Control and Put Event" in the prospectus.
Additional Amounts; Optional Tax
Redemption
If the U.K. tax authorities require us to make a deduction on a payment made on the
notes, we will, to the extent described in "Description of Debt Securities We May
Offer Payment of Additional Amounts" in the prospectus, make an increased
payment so that you will receive the same amount as the original payment before
the deduction. If we are required to make such an increased payment, we may
redeem the relevant notes, in whole but not in part, at a price equal to 100% of
their principal amount plus accrued interest.
Form of Notes; Clearance and Settlement
We will issue the notes in fully registered form. The notes will be represented by
one or more global securities registered in the name of a nominee of DTC and
deposited with Law Debenture Trust

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Company of New York, as depositary. You will hold a beneficial interest in the
notes through DTC in book-entry form. Indirect holders trading their beneficial
interest in the notes through DTC must trade in DTC's same-day funds settlement
system and pay in immediately available funds. Secondary market trading through
Euroclear and Clearstream, Luxembourg will occur in the ordinary way following
the applicable rules and operating procedures of Euroclear and Clearstream,
Luxembourg.
Denomination
The notes will be issued in minimum denominations of $200,000 and integral
multiples of $1,000 in excess thereof.
Further Issuances
We may, without the consent of the holders of the notes, issue additional notes
having the same ranking and same interest rate, maturity date, redemption terms
and other terms as the notes described in this prospectus supplement (except for
the price to the public and issue date). Any such additional notes, together with the
notes offered by this prospectus supplement, will constitute a single series of
securities under the indenture relating to the notes. There is no limitation on the
amount of notes or other debt securities that we may issue under that indenture.
Taxation
For a description of certain tax consequences of the ownership of the notes, see
"Taxation" beginning on page 30 of the accompanying prospectus. Based on the
description of the notes set out in this prospectus supplement and provided in
particular that the notes carry neither a right to interest the amount of which
exceeds a reasonable commercial return on the nominal amount of the notes nor a
right on repayment to an amount which exceeds the nominal amount of the notes
and is not reasonably comparable with what is generally repayable (in respect of a
similar nominal amount of capital) under the terms of issue of loan capital listed
on the Official List of the London Stock Exchange, no U.K. stamp duty or U.K.
stamp duty reserve tax is payable on the issue or transfer of the notes.
Listing
We will apply to the U.K. Listing Authority for the notes to be admitted to the
Official List and to the London Stock Exchange for the notes to be admitted to
trading on its regulated market.
Governing Law
The notes will be governed by the laws of the State of New York.
Use of Proceeds
We will receive net proceeds from this offering of approximately $1.246 billion.
We plan to use the net proceeds from the sale of the notes offered hereby for
general corporate purposes.
Risk Factors
You should carefully consider all the information in this prospectus supplement
and in the prospectus and, in particular, the risks described under "Risk Factors"
beginning on page S-10 of this prospectus supplement before deciding to invest in
the notes.

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