|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/10/16 Deutsche Telekom AG SC 13D 6:4.8M BT Group PLC Clifford Chan… US LLP/FA |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 138K 2: EX-1 Executed Sale and Purchase Agreement HTML 1.47M 3: EX-2 Side Letter HTML 42K 4: EX-3 Side Letter HTML 25K 5: EX-4 Relationship Agreement HTML 310K 6: EX-5 Contingent Purchase Agreement HTML 68K
|
(a)
|
with effect from 15 January 2016, the Condition set out in clause 3.1(b) of the Agreement (the Allotment Condition) is to be treated in the same way as the Condition set out in clause 3.1(c) of the Agreement for the purposes of clauses 3.22 and 5.1 of the Agreement, meaning that the Allotment Condition is to be satisfied prior to Closing and is not required to be fulfilled for the Unconditional Date to occur in accordance with clause 3.22 of the Agreement; and
|
|
(b)
|
accordingly, the Unconditional Date for the purposes of the Agreement is and shall be deemed to be and have been 15 January 2016 on the basis that this is the first Business Day on which all Conditions have been fulfilled, save for the Conditions set out in clauses 3.1(b) and 3.1(c) of the Agreement which shall be satisfied prior to Closing.
|
|
2.
|
The provisions of clauses 32 and 36 of the Agreement shall, mutatis mutandis, apply to this Deed as if set out in full herein.
|
|
The Common Seal of
BT GROUP PLC affixed to this Deed is authenticated by:
/s/ Dan Fitz
Authorised Signatory
|
|
EXECUTED as a DEED and DELIVERED by
/s/ Jeevan D'Silva
T-MOBILE HOLDINGS LIMITED
acting by Jeevan D'Silva, a director
|
|
|
in the presence of:
Signature of witness:
Name:
Address: Futura House, Bradbourne Drive
Milton Keynes, MK7 8AZ
Occupation: Finance Director
|
|
EXECUTED as a DEED and DELIVERED by
/s/ Arnaud Castille
ORANGE TELECOMMUNICATIONS
GROUP LIMITED
acting by Arnaud Castille, a director
|
|
|
in the presence of:
Signature of witness: /s/ Daniele Ferran
Name: Daniele Ferran
Address: 78, rue Olivier de Serres
75015 Paris
Occupation: Orange Mergers and Acquisitions Manager
|
|
EXECUTED as a DEED and DELIVERED
|
)
|
|
|
on behalf of DEUTSCHE TELEKOM A.G.
|
)
|
|
|
a company incorporated in Germany
|
)
|
|
|
)
|
/s/ Jôrn Biederbick
|
|
|
being a person who, in accordance
|
)
|
Signature
|
|
with the laws of that territory, is duly
|
)
|
|
|
authorised to act on behalf of the company
|
)
|
|
|
and by Philipp Pohlmann
|
)
|
/s/ Philipp Pohlmann
|
|
being a person who, in accordance
|
)
|
Signature
|
|
with the laws of that territory, is duly
|
)
|
|
|
authorised to act on behalf of the company
|
)
|
|
EXECUTED as a DEED and DELIVERED
|
)
|
|
|
on behalf of ORANGE S.A.
|
)
|
|
|
a company incorporated in France
|
)
|
|
|
)
|
/s/ Cécile Amayen
|
|
|
being a person who, in accordance
|
)
|
Signature
|
|
with the laws of that territory, is duly
|
)
|
|
|
authorised to act on behalf of the company
|
)
|