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 December 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. Acquisition announcement made on 05 December 2007
DC07-586 December 5, 2007
PROPOSED ACQUISITION OF FRONTLINE TECHNOLOGIES CORPORATION LIMITED BY BT
BT and Frontline Technologies Corporation Limited (Frontline), one of the
leading providers of end-to-end information technology (IT) services within the
Asia Pacific region, announced today that they have entered into an agreement
for BT to acquire the entire issued share capital of Frontline (the
"Acquisition") for approximately S$202 million. Frontline provides IT
consulting, infrastructure services, systems integration and IT outsourcing to
local, regional and multinational customers. The company, which is listed on the
main board of the Singapore Exchange, has operations in China, Hong Kong, India,
Indonesia, Malaysia, Singapore, the Philippines, Taiwan and Thailand.
The Acquisition will be effected by way of a scheme of arrangement under the
Singapore Companies Act and in accordance with the Singapore Code on Take-overs
and Mergers (the "Share Scheme"). On completion of the Share Scheme, all issued
Frontline shares will be transferred to BT for cash consideration of S$0.245 for
each Frontline share (the "Scheme Price"). The Scheme Price represents a 33.9%
premium to 1-month average share price(1). At the close of business on the day
preceding the date Frontline's shares were suspended from trading, Frontline's
market capitalisation was S$157 million. The completion of the Share Scheme is
subject to the fulfilment of certain conditions precedent, including the
approval of Frontline shareholders and the confirmation of the High Court of
Singapore.
This news release should be read in conjunction with the full text of the joint
announcement released by BT and Frontline dated 5 December 2007. A copy of this
announcement is available on www.sgx.com.
The Acquisition complements BT's existing networked IT services capabilities
within the Asia Pacific region. Frontline has an excellent reputation for the
delivery of complex solutions and network management services to corporate
customers with a strong presence in the financial services, transportation,
manufacturing, telecommunications, education, healthcare and public sectors.
Francois Barrault, CEO BT Global Services, said: ". This Acquisition will create
one of the leading providers of networked IT solutions that will be able to
offer a broader portfolio of solutions to local, regional and global customers.
Frontline will bring to BT major new contracts in Asia and BT will be in a
position to offer Frontline customers the full suite of BT products and
services. Through this acquisition we reinforce our ability to provide high
quality services to our customers wherever they do business. Frontline brings to
BT approximately 5,000(2) highly skilled and professional people whose
reputation for delivering complex solutions and network management services fits
perfectly with BT's strategy. We believe our combined reach and skills will
create an unbeatable team in Asia Pacific as we seek to respond better to our
customers' challenges and opportunities"
Frontline's Executive Chairman and Founder, Steve Ting said "Since founding
Frontline in 1993, we have strengthened our footprint throughout Asia Pacific
and we are extremely proud of the company that we have created. Becoming part of
BT can only accelerate our future growth and help to create a unique portfolio
offering that will benefit our existing and future customers, firmly
establishing us as one of the leaders in our space. This proposed transaction is
great news for our customers, shareholders and employees."
The three Executive Directors of Frontline, Mr Steve Ting Tuan Toon, Mr Lim Chin
Hu and Ms Shirley Wong Swee Ping, who are a key part of Frontline's management,
will continue in their respective roles upon closing of this deal. Certain
shareholders, holding approximately 41% of the issued share capital of
Frontline, including the key executives named above, have given undertakings to
vote in favour of the Share Scheme.
Separately, we note that Frontline has today announced that it has entered into
a conditional agreement to purchase 2,025,810 shares in Accel Frontline Limited
amounting to approximately 9 per cent. of Accel Frontline Limited from Accel.
Accel Frontline Limited is listed on the Bombay Stock Exchange and National
Stock Exchange of India. We note that the completion of this share purchase is
conditional on the completion of the Share Scheme and that Frontline currently
holds 9,452,678 shares in Accel Frontline Limited, amounting to approximately
42% of Accel Frontline Limited's current issued share capital. A copy of
Frontline's announcement relating to this transaction is available at
www.sgx.com.
Macquarie Securities (Asia) Pte Ltd is acting as the financial adviser to BT.
About BT
BT is one of the world's leading providers of communications solutions and
services operating in 170 countries. Its principal activities include networked
IT services; local, national and international telecommunications services;
higher-value broadband and internet products and services and converged fixed/
mobile products and services. BT consists principally of four lines of business:
BT Global Services, Openreach, BT Retail and BT Wholesale.
In the year ended 31 March 2007, BT Group plc's revenue was GBP20,223 million
with profit before taxation of GBP2,484 million.
British Telecommunications plc (BT) is a wholly-owned subsidiary of BT Group and
encompasses virtually all businesses and assets of the BT Group. BT Group plc is
listed on stock exchanges in London and New York.
For more information, visit www.bt.com/aboutbt
About Frontline
Frontline Technologies is a leading provider of end-to-end IT services.
Frontline offers IT consulting, IT infrastructure, IT security solutions,
enterprise application solutions, system integration as well as outsourcing to
help companies harness IT so as to drive operational cost efficiency as well as
business growth.
Established in 1993 and headquartered in Singapore, Frontline has more than
5,000 professionals in nine key markets in Asia - China, Hong Kong, India,
Indonesia, Malaysia, Singapore, Philippines, Taiwan and Thailand - to meet the
specific needs of corporate organisations across a continuum of industries.
Frontline is listed on the Main board of the Singapore Exchange since March 2001
and has been ranked in the top 15% of the Corporate Transparency Index (CTI) in
Singapore.
For more information visit www.frontline.com.sg
The directors of BT Singapore Pte Ltd (including those who may have delegated
detailed supervision of the preparation of this News Release) have taken all
reasonable care to ensure that the facts stated and opinions expressed in this
News Release are fair and accurate and no material facts have been omitted from
this News Release, and they jointly and severally accept responsibility
accordingly.
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(1) Based on the 1 calendar month volume weighted average price
(2) Includes Frontline's subsidiaries and associate companies
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 December 2007