RNS Announcement

Thursday, 13 February 2020

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 ("Company")

Successful Upsizing and Pricing of £575 million Senior Notes due 2025

TalkTalk Telecom Group PLC announces today that it has priced its offering (the "Offering") of £575 million senior notes due 2025 (the "Notes") at 3.875%. The Offering was multiple times over-subscribed, leading to an upsizing from the previously announced £500 million aggregate principal amount.

The Offering is expected to close on 20 February 2020 upon the satisfaction or waiver of customary closing conditions. The Company intends to use the proceeds of the Offering to: (a) redeem the entire aggregate principal amount of its outstanding £400 million senior notes due 2022 and pay certain redemption premium and accrued, but unpaid, interest to holders thereof; (b) repay (without cancelling commitments) certain principal amounts drawn under its revolving credit facility agreement; and (c) pay costs, expenses and fees in relation to the Offering and such refinancing transactions. The Offering and related transactions are expected to strengthen the Company's financial position by extending its debt maturity profile and increasing available capacity under its revolving credit facility, as well as reducing cash interest costs.

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 announcement is for informational purposes only and is directed only at persons who are located outside the United States. This announcement shall not constitute an offer of the Notes for sale in the United States or any other jurisdiction. The Notes 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 Notes 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 directed only at persons who: (i) are outside the United Kingdom; (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc." of the Financial Promotion Order, or (iv) are 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 (as amended) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons 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.

This announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (the "EEA") or in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been or will be prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

This announcement contains inside information.

Further information:

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