Talktalk Telecom : Upsizing and Pricing of £400 million Senior Notes

RNS Announcement

Thursday, 12 January 2017

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TALKTALK TELECOM GROUP PLC. NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS WHOM IT CAN BE LAWFULLY DISTRIBUTED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

For Immediate Release

TalkTalk Telecom Group PLC (the 'Company')

Successful Upsizing and Pricing of £400 million Senior Notes due 2022

TalkTalk Telecom Group PLC announces today that it has priced its offering (the 'Offering') of £400 million senior notes due 2022 (the 'Notes') with a coupon of 5.375%. The Offering was multiple times over-subscribed, leading to an upsizing from the previously announced £300 million aggregate principal amount.

The Offering is expected to close on 17 January 2017 upon the satisfaction or waiver of customary closing conditions. The proceeds of the Offering will be used to repay certain existing facilities and to pay the fees and expenses incurred in connection with the Offering. The transaction is expected to strengthen the Company's financial position by extending the Company's debt maturity profile (from an average of 2.6 years to 3.5 years) and diversifying its funding sources, and is consistent with the Company's intention to reduce leverage to a target of 2x net debt / EBITDA.

There will be no public offering of the Notes. The Notes are being offered and sold in offshore transactions outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'). The Notes may not be offered, sold or delivered within the United States (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Important notice

This press release shall not constitute an offer of securities for sale in the United States or any other jurisdiction. The securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state of the United States or any other jurisdiction and the securities may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

This announcement is for informational purposes only and is directed only at persons who are located outside the United States and are (a) persons in member states of the European Economic Area (the 'EEA') who are qualified investors (as defined in EU Prospectus Directive 2003/71/EC (as amended, including by EU Directive 2010/73/EU to the extent implemented in the relevant member state)); (b) persons in the United Kingdom who are qualified investors and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order'); or (ii) persons falling within Article 49(2) (a) to (d) of the Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons in (a) and (b) together being referred to as 'relevant persons'). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Further information:

The transaction is expected to increase the current year interest charge by c. £3 million to c. £30 million - £31 million.

On an adjusted basis, the average annual interest rate on borrowings is expected to increase to 4.5%-4.7%. After the transaction is completed, the Company will have total funding facilities of £1.2 billion, comprising £400 million Notes, $185 million USPP notes, bank facilities of £660 million and receivables financing of £75 million.

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