As filed with the Securities and Exchange Commission on June 1, 2005.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
 |
Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 |
| or | |
 |
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2005 |
| or | |
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number: 1-8819
BT GROUP plc
(Exact Name of Registrant as Specified in its Charter)
ENGLAND AND WALES
(Jurisdiction of Incorporation or Organization)
BT CENTRE, 81 NEWGATE STREET, LONDON EC1A 7AJ, ENGLAND
(Address of Principal Executive Offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Name of Each Exchange On Which Registered |
| American Depositary Shares | New York Stock Exchange |
| Ordinary Shares of 5p each | New York Stock Exchange* |
| * | Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission. |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
8,634,629,038 Ordinary Shares, of 5p each
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
| Yes |
No |
Indicate by check mark which financial statement item the registrant has elected to follow:
| Item 17 |
Item
18 |
|
All references in this Form 20-F to “us”, “we” or “the Company”, are to BT Group plc. For an Index to the Exhibits to this annual report see page 9. The Company’s Annual Report and Form 20-F for the financial year ended March 31, 2005 (the “Annual Report 2005”) contained in the Company’s Report on Form 6-K dated June 1, 2005, is incorporated herein by reference and filed as Exhibit 15.1 to this annual report.
PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
Not applicable
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable
| ITEM 3. | KEY INFORMATION |
3.A Selected Financial Data
The information set forth under the headings “Five-year financial summary” on pages 23 and 24 and “Additional information for shareholders ─ Exchange rates” on page 132 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
3.B Capitalization and Indebtedness
Not applicable
3.C Reasons for the Offer and Use of Proceeds
Not applicable
3.D Risk Factors
The information set forth under the heading “Risk factors” on page 126 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 4. | INFORMATION ON THE COMPANY |
4.A History and Development of the Company
The information set forth under the headings:
| • | “Business review ─ Introduction” on page 7; | ||
| • | “Business review ─ Group structure ─ Background” on page 8; | ||
| • | “Business review ─ Group structure ─ Acquisitions and disposals prior to the 2005 financial year” on page 8; | ||
| • | “Business review ─ Group structure ─ Acquisitions and disposals in the 2005 financial year” on page 8; | ||
| • | “Business review ─ Group structure ─ Post balance sheet acquisitions” on page 8; | ||
| • | “Financial review ─ Capital expenditure” on pages 38 and 39; and | ||
| • | “Financial review ─ Acquisitions” on page 39 |
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of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
4.B Business Overview
The information set forth under the headings:
| • | “Business review” on pages 6 to 22; | ||
| • | “Financial review ─ Line of business results” on pages 30 to 33; | ||
| • | “Financial review ─ Geographical information” on page 40; | ||
| • | “Our commitment to society” on pages 44 and 45; | ||
| • | “Operational statistics” on page 125; and | ||
| • | “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 128 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
4.C Organizational Structure
The information set forth under the headings: “Business review ─ Introduction” on page 7 and “Subsidiary undertakings, joint ventures and associates” on page 122 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
4.D Property, Plant and Equipment
The information set forth under the headings “Business review ─ Property” on page 15 and “Financial statistics” on page 124 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
5.A Operating Results
The information set forth under the headings:
| • | “Financial review” on pages 25 to 43; | ||
| • | “Consolidated financial statements ─ Accounting policies” on pages 72 to 74; and | ||
| • | “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 128 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.B Liquidity and Capital Resources
The information set forth under the headings:
| • | “Financial review” on pages 25 to 43; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Loans and other borrowings” on pages 94 and 95; |
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| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial commitments and contingent liabilities” on pages 96 and 97; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial instruments and risk management” on pages 106 to 109; and | ||
| • | “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 128 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.C Research and Development, Patents and Licenses
The information set forth under the headings:
| • | “Business review ─ Group strategy ─ Build on our networked IT services capacity” on pages 9 and 10; | ||
| • | “Business review ─ Group strategy ─ Research and development and IT support” on pages 14 and 15; and | ||
| • | “Financial statistics” on page 124 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.D Trend Information
The information set forth under the headings “Financial review” on pages 25 to 43 and “Additional information for shareholders ─ Cautionary statement regarding forward-looking statements” on page 128 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
5.E Off-Balance Sheet Arrangements
The information set forth under the heading “Financial Review ─ Off-balance sheet arrangements” on page 38 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference
5.F Tabular Disclosure of Contractual Obligations
The information set forth under the heading “Financial Review ─ Capital resources” on page 38 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
6.A Directors and Senior Management
The information set forth under the heading “Board of directors and Operating Committee” on pages 46 and 47 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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6.B Compensation
The information set forth under the headings:
| • | “Report on directors’ remuneration” on pages 56 to 68; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Pension costs” on pages 97 to 101; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Directors’ emoluments” on page 102; and | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Employee share plans” on pages 102 to 105 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
6.C Board Practices
The information set forth under the headings:
| • | “Board of directors and Operating Committee” on pages 46 and 47; | ||
| • | “Report of the directors ─ Directors” on pages 48 and 49; | ||
| • | “Corporate governance” on pages 50 to 55; and | ||
| • | “Report on directors’ remuneration” on pages 56 to 68 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
6.D Employees
The information set forth under the headings:
| • | “Financial review ─ Line of business results” on pages 30 to 33; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ People employed” on page 102; and | ||
| • | “Operational statistics” on page 125 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
6.E Share Ownership
The information set forth under the headings “Report on directors’ remuneration” on pages 56 to 68 and “Consolidated financial statements ─ Notes to the financial statements ─ Employee share plans” on pages 102 to 105 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
7.A Major Shareholders
The information set forth under the headings “Report of the directors ─ Substantial shareholdings” on page 48 and “Additional information for shareholders ─ Analysis of shareholdings” on page 130 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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7.B Related Party Transactions
The information set forth under the headings:
| • | “Report of the directors ─ Interest of management in certain transactions” on page 48; | ||
| • | “Report on directors’ remuneration” on pages 56 to 68; and | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Related party transactions” on page 96 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
7.C Interests of Experts and Counsel
Not applicable
| ITEM 8. | FINANCIAL INFORMATION |
8.A Consolidated Statements and Other Financial Information
See Item 18 below.
In addition, the information set forth under the headings:
| • | “Business review ─ Legal proceedings” on page 22; | ||
| • | “Financial review ─ Dividends” on page 36; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial commitments and contingent liabilities” on pages 96 and 97; | ||
| • | “Additional information for shareholders ─ Dividends” on page 130; | ||
| • | “Additional information for shareholders ─ Dividend investment plan” on page 131; and | ||
| • | “Additional information for shareholders ─ Memorandum and Articles of Association ─ Articles ─ Dividends” on pages 133 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
8.B Significant Changes
The information set forth under the heading “Financial review ─ Capital resources” on page 38 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 9. | THE OFFER AND LISTING |
9.A Offer and Listing Details
The information set forth under the heading “Additional information for shareholders ─ Share and ADS prices” on page 129 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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9.B Plan of Distribution
Not applicable
9.C Markets
The information set forth under the heading “Additional information for shareholders ─ Listings” on page 129 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
9.D Selling Shareholders
Not applicable
9.E Dilution
Not applicable
9.F Expenses of the Issue
Not applicable
| ITEM 10. | ADDITIONAL INFORMATION |
10.A Share Capital
Not applicable
10.B Memorandum and Articles of Association
The information set forth under the heading “Additional information for shareholders ─ Memorandum and Articles of Association” on pages 132 to 135 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.C Material Contracts
The information set forth under the heading “Additional information for shareholders ─ Material contracts” on page 135 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.D Exchange Controls
The information set forth under the heading “Additional information for shareholders ─ Exchange controls and other limitations affecting security holders” on page 138 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.E Taxation
The information set forth under the heading “Additional information for shareholders ─ Taxation (US Holders)” on pages 135 to 138 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.F Dividends and Paying Agents
Not applicable
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10.G Statement by Experts
Not applicable
10.H Documents on Display
The information set forth under the heading “Additional information for shareholders ─ Documents on display” on page 138 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
10.I Subsidiary Information
Not applicable
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information set forth under the headings:
| • | “Financial review ─ Treasury policy” on page 37; | ||
| • | “Financial review ─ Foreign currency and interest rate exposure” on page 38; | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Accounting policies ─ Financial instruments” on page 74; and | ||
| • | “Consolidated financial statements ─ Notes to the financial statements ─ Financial instruments and risk management” on pages 106 to 109 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Not applicable
PART II
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Not applicable
| ITEM 15. | CONTROLS AND PROCEDURES |
The information set forth under the heading “Corporate governance ─ US Sarbanes-Oxley Act of 2002” on paged 54 and 55 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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| ITEM 16.A | AUDIT COMMITTEE FINANCIAL EXPERT |
The information set forth under the heading “Corporate governance ─ US Sarbanes-Oxley Act of 2002” on pages 54 and 55 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 16.B | CODE OF ETHICS |
The information set forth under the heading “Corporate governance ─ US Sarbanes-Oxley Act of 2002” on pages 54 and 55 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 16.C | PRINCIPAL ACCOUNTANTS FEES AND SERVICES |
The information set forth under the headings “Corporate governance ─ Audit Committee” on pages 51 and 52 and “Consolidated financial statements ─ Notes to the financial statements ─ Auditors” on page 105 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
| ITEM 16.E | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
The information set forth under the heading “Additional information for shareholders ─ Share buy back” on page 132 of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
PART III
| ITEM 17. | FINANCIAL STATEMENTS |
Not applicable
| ITEM 18. | FINANCIAL STATEMENTS |
The financial information concerning the Company set forth under the headings:
| • | “Report of the independent auditors” on page 70; | ||
| • | “Consolidated financial statements” on pages 71 to 111; | ||
| • | “United States Generally Accepted Accounting Principles” on pages 112 to 121; and | ||
| • | “Quarterly analysis of turnover and profit” on page 123 |
of the Annual Report 2005 contained in the Company’s Report on Form 6-K dated June 1, 2005 is incorporated herein by reference.
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| ITEM 19. | EXHIBITS |
The following exhibits are filed as part of this annual report:
| 1.1 | The Memorandum and Articles of Incorporation incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333 ─ 14214) dated December 18, 2001 in which it was filed as Exhibit 1.1. |
| 4.1 | Director’s Service Contract between BT Group plc and Hanif Lalani, dated February 2, 2005. |
| 4.2 | Letter of extension of appointment of Margaret Jay, dated November 10, 2004. |
| 4.3 | Letter of extension of appointment of John Nelson, dated November 10, 2004. |
| 4.4 | Letter of extension of appointment of Carl Symon, dated November 10, 2004. |
| 8.1 | For a list of the Company’s principal subsidiary undertakings, see “Subsidiary undertakings, joint ventures and associates” on page 122 of the Company’s Annual Report and Form 20-F 2005 filed as Exhibit 15.1 hereto. |
| 12.1 | Certification of Ben Verwaayen, Chief Executive of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 12.2 | Certification of Hanif Lalani, Group Finance Director of BT Group plc, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 13.1 | Certifications of Ben Verwaayen, Chief Executive of BT Group plc, and Hanif Lalani, Group Finance Director of BT Group plc, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 15.1 | The Company’s responses to the requirements of Form 20-F have been incorporated into this annual report by reference to the Company’s Report on Form 6-K dated June 1, 2005 which contains the Company’s Annual Report and Form 20-F 2005. Pursuant to Rule 12b-23(a) under the Securities Exchange Act of 1934, the information incorporated into this annual report by reference to such Form 6-K is attached as an exhibit hereto. |
| 15.2 | Consent of PricewaterhouseCoopers LLP, independent auditors of BT Group plc. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| BT GROUP plc | ||
| By: /s/ Hanif Lalani | ||
| Name: | Hanif Lalani | |
| Title: | Group Finance Director | |
Date: June 1, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
BT GROUP plc
Exhibits
to
Form 20-F for year ended March 31, 2005
As filed with the Securities and Exchange Commission on June 1, 2005