UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BT Group plc
(Exact name of registrant as specified in its charter)
| England and Wales | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
BT Centre, 81 Newgate Street
London, England EC1A 7AJ
(Address of Principal Executive Offices)
BT Group plc US Employee Stock Purchase Plan
BT Group plc Incentive Share Plan
BT Group plc Deferred Bonus Plan
BT Group plc Retention Share Plan
(the “Plans”)
(Full title of the plan)
BT Americas Inc.
Cypress Waters Blvd
Suite 200
8951 Cypress Waters Blvd
Dallas
Texas 75019
United States
FAO: Richard Nohe, Vice President and Chief Counsel North America
(Name and address of agent for service)
(203) 461-8098
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting Company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of securities to be registered |
Amount to be |
Proposed maximum offering price per share (2) |
Proposed offering price |
Amount of registration fee | ||||
| Ordinary Shares, par value 5 pence per share (1) |
||||||||
| The BT Group plc US Employee Stock Purchase Plan |
4,000,000 | $4.00 | $16,000,000 | $1,854.40 | ||||
| The BT Group plc Incentive Share Plan |
3,000,000 | $4.00 | $12,000,000 | $1,390.80 | ||||
| The BT Group plc Deferred Bonus Plan |
1,500,000 | $4.00 | $6,000,000 | $695.40 | ||||
| The BT Group plc Retention Share Plan |
1,000,000 | $4.00 | $4,000,000 | $463.60 | ||||
| Totals |
9,500,000 | $4.00 | $38,000,000 | $4,404.20 | ||||
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| (1) | American Depositary Receipts evidencing American Depositary Shares issuable on deposit of the Ordinary Shares, par value 5 pence per share (the Ordinary Shares of BT Group plc (the Registrant or BT Group) have been registered pursuant to a separate Registration Statement on Form F-6 (No. 333-14032) filed with the Securities and Exchange Commission (the SEC) on October 23, 2001 as amended by the Post-Effective Amendment to Form F-6 filed with the SEC on June 28, 2007 and the Immediately-Effective Amendment to Form F-6 filed with the SEC on November 20, 2015. Each American Depositary Share represents 5 Ordinary Shares. |
| (2) | Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the Securities Act), the proposed maximum offering price per share is based on the average of the high and low prices on the London Stock Exchange on July 24, 2017 and on an exchange rate of $1.3047 to £1.00, the exchange rate for pounds sterling, as reported by Thomson Reuters, on such date. |
Exhibit Index appears on Page 7.
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E to Form S-8 by BT Group to register 9,500,000 Ordinary Shares, par value 5 pence per share, which may be offered and sold pursuant to the Plans, which are the same class as the securities for which the Registration Statement on Form S-8, filed with the SEC on December 12, 2011, as amended by the post-effective amendment filed with the SEC on December 13, 2016 (File No. 33-178663), (the 2011 Form S-8) was filed. The Ordinary Shares registered pursuant to this Registration Statement are in addition to the Ordinary Shares which remain registered under the 2011 Form S-8.
Pursuant to General Instruction E to Form S-8, the contents of the 2011 Form S-8 are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth in this registration statement on Form S-8.
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of Form S-8 will be sent or given to the employees who have been granted options or awards under the Plans as specified by Rule 428(b)(1) of the Securities Act. In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as Prospectuses or Prospectus Supplements pursuant to Rule 424.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference the following documents filed with or furnished to the SEC by the Registrant under the Securities Exchange Act of 1934, as amended (the Exchange Act):
| a) | the Annual Report for the Registrant on Form 20-F for its fiscal year ended March 31, 2017, filed on May 25, 2017 (the Form 20-F 2017); |
| b) | the Registrant’s reports on Form 6-K furnished on May 25, 2017, June 8, 2017, June 19, 2017, July 3, 2017, July 12, 2017 and July 28, 2017; and |
| c) | the description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A, filed on October 31, 2001 (Registration No. 1-15262), which was amended on Form 8-A/A on November 2, 2001. The most recent description of the Registrant’s Ordinary Shares can be found under the heading “Information for shareholders — Articles of Association (Articles)” on page 266 of the Annual Report 2017, which was filed as Exhibit 15.2 of the Form 20-F 2017. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.
Item 8. Exhibits
See attached “Index to Exhibits” list.
Item 9. Undertakings
| a) | The Registrant hereby undertakes: |
| 1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. |
| 2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| 3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| b) | The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the applicable indemnification provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the Registrant, BT Group plc, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on the 25th day of July, 2017.
| BT Group plc | ||
| By | /s/ Dan Fitz | |
| Name: | Dan Fitz | |
| Title: | Group General Counsel & Company Secretary | |
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons and in the capacities and on the dates indicated. In addition, each of the undersigned hereby appoints Heather Brierley as his or her true and lawful attorneys-in-fact each acting alone, in his or her name and in the capacity indicated below, to sign any and all amendments and post-effective amendments and supplements to this Registration Statement, and including any registration statements for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
| Signature |
Title |
Date | ||
| /s/ Michael Rake |
Chairman | July 25, 2017 | ||
| Sir Michael Rake
/s/ Gavin Patterson |
Chief Executive Officer and Director | July 25, 2017 | ||
| Gavin Patterson
/s/ Simon Lowth |
Group Finance Director | July 25, 2017 | ||
| Simon Lowth
/s/ Isabel Hudson |
Non-Executive Director | July 25, 2017 | ||
| Isabel Hudson
/s/ Mike Inglis |
Non-Executive Director | July 25, 2017 | ||
| Mike Inglis
/s/ Jan du Plessis |
Non-Executive Director | July 25, 2017 | ||
| Jan du Plessis
/s/ Nick Rose |
Non-Executive Director | July 25, 2017 | ||
| Nick Rose
/s/ Jasmine Whitbread |
Non-Executive Director | July 25, 2017 | ||
| Jasmine Whitbread
/s/ Richard Nohe |
Duly authorized representative of BT Group plc in the United States | July 25, 2017 | ||
| Richard Nohe |
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INDEX TO EXHIBITS
| Exhibit |
Description of Document | |
| 4.1 | The Articles of Association as in effect on the date hereof, filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for its fiscal year ended March 31, 2016, filed on May 19, 2016 are incorporated herein by reference. | |
| 4.2 | BT Group plc US Employee Stock Purchase Plan, incorporated by reference to Exhibit 4.2 of the 2011 Form S-8. | |
| *4.3 | BT Group plc Incentive Share Plan | |
| *4.4 | BT Group plc Deferred Bonus Plan | |
| *4.5 | BT Group plc Retention Share Plan | |
| *5 | Opinion of Freshfields Bruckhaus Deringer LLP regarding the validity of shares. | |
| *23.1 | Consent of PricewaterhouseCoopers LLP, independent accountants for the Registrant. | |
| *23.2 | Consent of Freshfields Bruckhaus Deringer LLP (included in its opinion filed as Exhibit 5). | |
| *24 | Powers of attorney (included on signature pages). | |
| * | Filed herewith. |
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