Bond BT Group 1.625% ( US111021AH43 ) in USD

Issuer BT Group
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  US111021AH43 ( in USD )
Interest rate 1.625% per year ( payment 2 times a year)
Maturity 28/06/2016 - Bond has expired



Prospectus brochure of the bond British Telecommunications US111021AH43 in USD 1.625%, expired


Minimal amount 200 000 USD
Total amount 600 000 000 USD
Cusip 111021AH4
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description 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.

British Telecommunications' USD 1.625% bond (ISIN: US111021AH43, CUSIP: 111021AH4), a £600,000,000 issue with a minimum trading size of £200,000, matured on June 28, 2016, at 100%, rated BBB by S&P and Baa1 by Moody's, paying interest semi-annually.







form 424b2
http://www.sec.gov/Archives/edgar/data/820534/000119312513272123/...
424B2 1 d549290d424b2.htm FORM 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
maximum
Proposed
Title of each class
aggregate
maximum
of securities to be
Amount to be
offering price
aggregate
Amount of
registered

registered

per unit

offering price

registration fee(1)
$600,000,000 notes due 2016

$600,000,000

99.683%

$598,098,000

$81,581

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-182204

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)
$600,000,000 1.625% SENIOR NOTES DUE 2016


The $600,000,000 senior notes due 2016 (the "notes") will bear interest at 1.625% per year. Interest on the notes will be payable semi-annually in arrears on
June 28 and December 28 of each year, commencing on December 28, 2013. The notes will mature at 100% of their principal amount on June 28, 2016.
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 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 0.150%, plus in each case interest accrued to, but not including, the date of redemption.
Application has been made to the Financial Conduct 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-9 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.





Per Note

Total

Price to Public

99.683%
$598,098,000
Underwriting Discounts and Commissions

0.250%
$ 1,500,000
Proceeds, before expenses, to us(1)

99.433%
$596,598,000
(1) See "Underwriting" beginning on page S-24 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 28, 2013. 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").


Joint Book-Running Managers

BNP PARIBAS
Citigroup
Deutsche Bank
HSBC
RBS


Securities




The date of this prospectus supplement June 25, 2013.
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form 424b2
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT



Page
ABOUT THIS DOCUMENT

S-3
DOCUMENTS INCORPORATED BY REFERENCE

S-3
WHERE YOU CAN FIND MORE INFORMATION

S-3
THE OFFERING

S-5
RECENT DEVELOPMENTS

S-7
RISK FACTORS

S-9
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-24
LEGAL MATTERS

S-26
EXPERTS

S-26
TAXATION UPDATES

S-26
GENERAL INFORMATION

S-28
PROSPECTUS

ABOUT THIS PROSPECTUS

1
RISK FACTORS

1
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

1
WHERE YOU CAN FIND MORE INFORMATION

2
FORWARD-LOOKING STATEMENTS

4
BRITISH TELECOMMUNICATIONS PLC

6
RATIO OF EARNINGS TO FIXED CHARGES

8
USE OF PROCEEDS

9
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

10
CLEARANCE AND SETTLEMENT

24
TAXATION

29
PLAN OF DISTRIBUTION

42
LEGAL MATTERS

44
EXPERTS

44


We are responsible for 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, and we
take no responsibility for any other information that others may give you. 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 accompanying
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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form 424b2
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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 accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
The second part, the accompanying 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
accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus. The accompanying prospectus
contains important information regarding this offering, which is not contained in this prospectus supplement. You are urged to read the Prospectus 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 Prospectus. To the best of our knowledge (after taking all reasonable care to ensure that such is the
case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
DOCUMENTS INCORPORATED BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" information contained in documents we file with the SEC, which
means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
prospectus supplement and the accompanying prospectus.
Our Annual Report on Form 20-F for the year ended March 31, 2013, filed with the SEC on May 23, 2013, including the financial statements as at March 31,
2013 and for the three years ended March 31, 2013, together with the auditors' report thereon (which have previously been published and which have been filed with
the Financial Conduct Authority) are incorporated in, and form part of, this prospectus supplement and the accompanying prospectus. Copies of documents incorporated
by reference in this prospectus supplement and the accompanying prospectus 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 prospectus supplement and the accompanying prospectus:

· any future report on Form 20-F that we may file with 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 prospectus supplement and the accompanying prospectus;


· 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 prospectus supplement and the accompanying
prospectus. You may obtain BT documents incorporated by reference into this prospectus supplement and the accompanying prospectus, 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 accompanying 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
$600,000,000 aggregate principal amount of 1.625% senior notes due 2016.

Stated Maturity
June 28, 2016.

Principal Amount of Notes Being Issued
$600,000,000

Issue Date
Expected to be on or about June 28, 2013.

Issue Price
99.683%

Interest Rate
1.625%

Date Interest Starts Accruing
June 28, 2013.

Interest Payment Dates
Semi-annually in arrears on June 28 and December 28 of each year, commencing December 28,
2013.

First Interest Payment Date
December 28, 2013.

Day Count Convention
30/360.

Optional Redemption
We may redeem the 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
111021 AH4

ISIN
US111021AH43

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 accompanying prospectus.


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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
accompanying 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 accompanying 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
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.


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Taxation
For a description of certain tax consequences of the ownership of the notes, see "Taxation" beginning
on page 29 of the accompanying prospectus as supplemented by "Taxation Updates" beginning on
page S-26 of this prospectus supplement. 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 have applied 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 $596,218,000. 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
accompanying prospectus and, in particular, the risks described under "Risk Factors" beginning on
page S-9 of this prospectus supplement before deciding to invest in the notes.
RECENT DEVELOPMENTS
On June 19, 2013, our parent, BT Group plc, announced that Gavin Patterson will succeed Ian Livingston as chief executive of BT Group plc.
Mr. Livingston has agreed to take up a role in the UK government as Minister of State for Trade and Investment. He will continue as chief executive of BT
Group plc until he steps down from his post and from BT Group plc's Board in September 2013.
Gavin Patterson has served as chief executive of BT Retail and as a BT Group plc board member since 2008, having joined the company as a senior
executive four years prior to that. He will take over as chief executive of BT Group plc in September 2013.
On June 13, 2013, in order to simplify the disclosure of its financial and operational performance, BT Group plc announced changes to the future
measurement and presentation of key performance indicators (KPIs) and line of business financial information, which we will also be making in our reporting of
this information going forward.


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The changes simplify reporting of our internal trading and more closely align our line of business financial results and our regulatory accounts. The changes
also include adjusting the disclosure of the lines of business to reflect customer account moves and to better reflect their commercial activity. In order to present
historical information on a consistent basis, BT Group plc has revised comparative information for the years ended March 31, 2013 and March 31, 2012 for a
number of items that impact the financial results of individual lines of business, but have no impact on the total group results. We will be making corresponding
revisions, and these revisions will similarly have no impact on our total group results.
To simplify reporting, we will also no longer separately report other operating income. Items previously reported as other operating income will be
represented as revenue or a reduction in operating costs. This change has no impact on our or BT Group plc's consolidated EBITDA or net profit.
Finally, IAS 19 Employee Benefits (Revised) came into effect from April 1, 2013, and BT Group plc has restated comparative figures to reflect the position
had it applied in those years. The impact of IAS 19 Revised on our EBITDA and adjusted profit before tax is substantially consistent with what is described in
note 3 to the consolidated financial statements included in our Annual Report on Form 20-F for the year ended March 31, 2013.


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RISK FACTORS
This section describes all material risks that are known to BT as at the date of this prospectus supplement. This section is not intended to be exhaustive and
prospective investors should read the detailed information set out elsewhere in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference, prior to making any investment decision. Further, prospective investors should take their own legal, financial, accounting,
tax and other relevant advice as to the structure and viability of an investment in the notes.
Risks relating to our business
Our business may be adversely affected if our networks, systems or data experience any significant failures or interruptions
In keeping with other organizations that process and store data, we have a responsibility to many millions of customers, both business and consumer, to safeguard
their electronic information and to maintain the continuity of services. This requires the highest levels of operational security and resilience, which can be threatened at
any time by incidents such as malicious cyber-attacks, theft of copper cable and equipment, vandalism, sabotage, extreme weather, component overload, loss of power
and human error. The volume of traffic through our systems and networks is increasing, and customer tolerance of interruptions reduces as the world becomes ever more
dependent on information technology.
Concerted efforts to deter cable theft, supported by legislative changes and the well publicized arrest and prosecution of thieves are beginning to reduce the
number of service interruptions in the network. Theft of equipment from our premises has also fallen significantly. However, we are detecting more cyber-attacks aimed
at stealing data or disrupting our own and our customers' websites. We have strengthened our defenses against these cyber-attacks and now routinely cope with attacks
that a few years ago would have caused considerable risk of data loss. Our segregation and encryption of data has increased. In further recognition of the importance of
people and behaviors in managing this risk, a campaign to raise staff and supplier awareness of cyber threats is proceeding in response to the increasing sophistication
of attacks. We have also refreshed our data protection governance with the appointment of a chief privacy officer.
We are upgrading much of our equipment to improve reliability, increase capacity and reduce energy consumption. Severe flooding across the U.K. in the last
financial year caused several service outages that demanded urgent action and resources to be diverted.
A breach of our security, or compromise of data and/or resilience affecting our operations, or those of our customers, could lead to an extended interruption to
network services or even affect national infrastructure. Such failure may lead to a loss of customer confidence, termination of contracts, loss of revenue, and reduced
cash generation through penalties and unplanned costs of restoration and improvement. Additional reputational damage and financial loss may arise from a legal or
contractual failing such as breaching data protection or handling requirements. Failure or interruption of data transfer could also have a significant adverse effect on our
business.
Global economic and credit market conditions
If the current uncertainty in global economic and credit market conditions in Europe in particular continues, the level of business activity and demand for our
products and services could be impacted, which could lead to a reduction in our revenue, profitability and cash generation. In common with many other businesses, if
economic conditions do not improve, we may find that our financial performance could be impacted by delays in our customers making purchasing decisions, reductions
in customers' use of our services, default of customers, counterparties and suppliers, or the redenomination of their contractual payment obligations. In achieving our
goals, particularly delivery of our contractual commitments, we are dependent on a number of contractors and

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