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
05 February, 2007
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. Transaction in Own Shares announcement made on 17 January 2007
2. PlusNet Offer Update announcement made on 19 January 2007
3. Offer declared unconditional announcement made on 24 January 2007
4. Transaction in Own Shares announcement made on 24 January 2007
5. Transaction in Own Shares announcement made on 31 January 2007
6. Total Voting Rights announcement made on 31 January 2007
Enclosure 1
Wednesday 17 January 2007
BT GROUP PLC
TRANSACTION IN OWN SHARES - VOTING RIGHTS AND CAPITAL
BT Group plc announces that it has today transferred to participants in its
employee share plans 492,654 ordinary shares at a minimum price of 146 pence per
share and a maximum price of 235 pence per share. The transferred shares were
all formerly held as treasury shares.
BT Group plc's capital consists of 8,640,654,852 ordinary shares with voting
rights. Following the above transfer, BT Group plc holds 353,708,873 ordinary
shares as treasury shares. Therefore, the total number of voting rights in BT
Group plc is 8,286,945,979.
The above figure (8,286,945,979) may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, BT Group plc under the
FSA's Disclosure and Transparency Rules.
Enclosure 2
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
BRITISH TELECOMMUNICATIONS PLC
RECOMMENDED CASH OFFER FOR PLUSNET PLC
19 January 2007
EXTENSION OF OFFER TIMETABLE
BT is pleased to announce that all conditions of the Offer have now been
fulfilled or waived, other than the condition relating to clearance by the
Office of Fair Trading (as set out in paragraph 2 of Part A of Appendix I to the
Offer Document). The decision of the OFT is still awaited and BT has sought an
extension to the period during which all conditions to the Offer must be
satisfied or waived, pursuant to Rule 31.7 of the Code. The Panel has given its
consent to an extension to 5.00 p.m. on 1 February 2007 by which time this
remaining condition must be fulfilled or waived, except with the consent of the
Panel.
If the remaining condition is fulfilled or waived by 5.00 p.m. on 1 February
2007, the Offer will then become or be declared unconditional in all respects
(and be announced as such) and settlement of the consideration due under the
Offer in respect of acceptances of the Offer received by that date and complete
in all respects, will then be effected by the dispatch of cheques or crediting
of CREST accounts (as appropriate) as soon as practicable.
The Offer remains open until further notice. PlusNet Shareholders who have not
yet accepted the Offer are urged to do so without delay.
PlusNet Shareholders who hold PlusNet Shares in certificated form and who wish
to accept the Offer should complete, sign and return their Form of Acceptance in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance. PlusNet Shareholders who hold PlusNet Shares in uncertificated
form (that is, in CREST) and who wish to accept the Offer should follow the
instructions set out in the Offer Document. Additional Forms of Acceptance are
available from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99
6DA, telephone number 0870 609 2158 (or +44 1903 276 342 if telephoning from
outside the UK).
Words and expressions which are defined in the offer document dated 17 November
2006 containing the Offer (the "Offer Document") apply to this announcement
unless otherwise indicated.
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.
Enclosure 3
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
BRITISH TELECOMMUNICATIONS PLC
RECOMMENDED CASH OFFER FOR PLUSNET PLC
24 January 2007
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
BT is pleased to announce that all conditions relating to the Offer, as set out
in the Offer Document dated 17 November 2006, have now been satisfied or waived.
The Office of Fair Trading has cleared the proposed acquisition of PlusNet by BT
and accordingly the condition of the Offer relating to clearance by the Office
of Fair Trading has been satisfied. Therefore, the Offer is unconditional in all
respects.
The Offer remains open until further notice. PlusNet Shareholders who have not
yet accepted the Offer are urged to do so without delay.
PlusNet Shareholders who hold PlusNet Shares in certificated form and who wish
to accept the Offer should complete, sign and return their Form of Acceptance in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance. PlusNet Shareholders who hold PlusNet Shares in uncertificated
form (that is, in CREST) and who wish to accept the Offer should follow the
instructions set out in the Offer Document. Additional Forms of Acceptance are
available from Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99
6DA, telephone number 0870 609 2158 (or +44 1903 276 342 if telephoning from
outside the UK).
Consideration
Settlement of the consideration due under the Offer in respect of acceptances,
which have been received and are valid and complete in all respects, will be
despatched by first class post (in the case of certificated holders) or credited
to the relevant CREST account (in the case of uncertificated holders) as soon as
practicable. Settlement of the consideration in respect of further acceptances,
which are valid and complete in all respects, will be despatched as soon as
practicable and in any event within 14 days of receipt.
Cancellation of trading and compulsory acquisition
BT intends to procure that PlusNet applies, as soon as practicable, to the
London Stock Exchange for the cancellation of the admission to trading of
PlusNet Shares on AIM. It is anticipated that such cancellation will take place
no earlier than 21 February 2007, being the twentieth business day following the
date of this announcement. The cancellation of the admission to trading of
PlusNet Shares on AIM will significantly reduce the liquidity and marketability
of any PlusNet Shares that are not acquired by BT. It is also anticipated that
after the cancellation of the admission to trading of PlusNet Shares on AIM,
PlusNet will be re-registered as a private company in due course.
In addition, as stated in the Offer Document, given that the Offer is now
unconditional in all respects and BT has received valid acceptances under the
Offer in respect of more than 90 per cent. of the PlusNet Shares to which the
Offer relates, BT intends, as soon as possible, to implement the procedures set
out in sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily the remaining PlusNet Shares to which the Offer relates on the same
terms as the Offer.
Words and expressions which are defined in the offer document dated 17 November
2006 containing the Offer (the "Offer Document") apply to this announcement
unless otherwise indicated.
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.
Enclosure 4
Wednesday 24 January 2007
BT GROUP PLC
TRANSACTION IN OWN SHARES - VOTING RIGHTS AND CAPITAL
BT Group plc announces that it has today transferred to participants in its
employee share plans 397,012 ordinary shares at a minimum price of 154 pence per
share and a maximum price of 227 pence per share. The transferred shares were
all formerly held as treasury shares.
BT Group plc's capital consists of 8,640,654,852 ordinary shares with voting
rights. Following the above transfer, BT Group plc holds 353,311,861 ordinary
shares as treasury shares. Therefore, the total number of voting rights in BT
Group plc is 8,287,342,991.
The above figure (8,287,342,991) may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, BT Group plc under
the FSA's Disclosure and Transparency Rules.
Enclosure 5
Wednesday 31 January 2007
BT GROUP PLC
TRANSACTION IN OWN SHARES - VOTING RIGHTS AND CAPITAL
BT Group plc announces that it has today transferred to participants in its
employee share plans 378,965 ordinary shares at a minimum price of 154 pence per
share and a maximum price of 263 pence per share. The transferred shares were
all formerly held as treasury shares.
BT Group plc's capital consists of 8,640,654,852 ordinary shares with voting
rights. Following the above transfer, BT Group plc holds 352,932,896 ordinary
shares as treasury shares. Therefore, the total number of voting rights in BT
Group plc is 8,287,721,956.
The above figure (8,287,721,956) may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, BT Group plc under
the FSA's Disclosure and Transparency Rules.
Enclosure 6
Wednesday 31 January 2007
BT GROUP PLC
TOTAL VOTING RIGHTS - MONTH-END DISCLOSURE
BT Group plc confirms that on 31 January 2007, its capital consisted of
8,640,654,852 ordinary shares with voting rights. On that date, BT Group plc
held 352,932,896 ordinary shares as treasury shares and therefore, the total
number of voting rights in BT Group plc on that date was 8,287,721,956.
The above figure (8,287,721,956) may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, BT Group plc under the
FSA's Disclosure and Transparency Rules.
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 05 February, 2007