BT Group has acquired TalkTalk and PlatformX ensuring continuity of service for millions of customers

• BT has this morning acquired TalkTalk Telecommunications Limited and PlatformX Communications Limited out of administration to protect continuity of service for its 2.5 million customers, avoiding the risk of material harm to vulnerable customers and key emergency services
• The estimate of the total cash impact in FY27 is c£400m, comprising both consideration and other cash impacts
• A regulatory review of the transaction is expected to take place over the coming weeks
• Excluding the effects of the transaction, BT reconfirms all FY27 and multi-year financial outlook metrics

BT Group announced that it has acquired TalkTalk Telecommunications Limited and PlatformX Communications Limited out of the administration of TalkTalk Group on a debt-free basis. The estimate of the total cash impact in FY27 is c£400m, comprising both consideration and other cash impacts.

After a prolonged, but ultimately unsuccessful, sale process for TalkTalk’s consumer and wholesale (PXC) operations, BT recognised the risk to the country, and especially vulnerable customers and key public services, should the company collapse. BT therefore approached the Directors of TalkTalk and offered to step in immediately, in the public interest, to protect customers and critical national infrastructure.

By acquiring the business out of administration, BT will be providing much needed and immediate reassurance for TalkTalk’s employees, its 1.5 million retail customers and its 1 million wholesale customers across the UK. This includes vulnerable households, and connections that support critical national infrastructure providers across health, emergency services, defence, education, transport, banking and government.

During the last 12 months, TalkTalk reported revenues of c£1.2bn and was loss-making. Over a period of time and through the integration into BT Group, the acquisition will become value accretive as the business is stabilised and synergies are realised.

BT expects a regulatory review of the transaction to take place over the coming weeks, pending which TalkTalk and BT will operate separately and continue to compete.

Allison Kirkby, Chief Executive of BT Group, said: “This is a genuinely unprecedented situation, where millions of citizens and businesses were at risk if TalkTalk had collapsed. BT is the digital backbone of the country, with a presence in every postcode. We have been connecting the nation for generations, stepping up in the moments that matter, and BT acquiring TalkTalk is now the only viable option to keep millions of customers connected and supported.

“Our immediate priority is to stabilise the business and provide a safety net for the households and businesses who rely on TalkTalk. Once the regulatory process has been concluded, TalkTalk’s customers will benefit from access to the UK’s best network, and the full range of market-leading products and services that BT offers. And, over a period of time, the transaction will create value for all our stakeholders – customers, colleagues, the country, and our owners.”

BT has also confirmed that Clive Selley CBE, with immediate effect, will lead the stabilisation and integration planning of the acquisition. Martijn Blanken will take over Clive’s role as CEO of BT International, in addition to being CEO-Designate of BT’s proposed international joint venture with Verizon.

BT is reconfirming all FY27 and multi-year financial outlook metrics, including the inflection in Normalised Free Cash Flow to c£2.0bn in the current year, FY27, and to c£3.0bn by the end of the decade excluding the effects of this transaction.

Specifically, for FY27 BT will report the acquired business as a separate reportable segment. The estimate of the total cash impact of the acquisition in FY27 is c£400m, comprising consideration, transaction and administration costs, working capital impacts as well as a trading loss for the balance of this fiscal year of c£60m and non-receipt of c£100m otherwise due to Openreach.

BT will provide further details on the effects of the acquisition on revenue, EBITDA and capex following alignment of TalkTalk’s financial reporting to BT’s accounting policies and completion of acquisition accounting later this fiscal year.

BT remains committed to its credit rating target of BBB+/Baa1 and minimum rating of BBB/Baa2, and to grow its dividend by low to mid single digit percent per annum in FY27 and onwards until metrics consistent with a BBB+ credit rating are reached; thereafter residual cash flow will be available for enhanced distributions to shareholders.

Notes to editors:

BT Group is one of the biggest investors into UK infrastructure and will have invested more than £40bn into the country between 2020 and 2030. The company supports more businesses than any other network, and connects more homes than anyone else, through its four trusted brands: BT, EE, Plusnet and Openreach.

BT continues to deliver on its plans to build the UK’s best networks – bringing full fibre connectivity to 30 million homes and businesses and 5G+ mobile to 99% of the population – to connect the country, and to accelerate its transformation, in support of national resilience and growth. This includes reaching 30 million people and businesses with the digital skills, tools and support they need by 2030.

BT Group is the UK’s leading provider of fixed and mobile telecommunications and related secure digital products, solutions and services.

BT Group consists of three customer-facing units: Consumer serves individuals and families in the UK; Business covers companies and public services in the UK; and Openreach is an independently governed, wholly owned subsidiary wholesaling fixed access infrastructure services to its customers – over 700 communications providers across the UK. BT has announced that International, which serves multinational organisations headquartered outside the UK and overseas public sector customers, will be contributed into a new joint venture, expected to complete in the second half of 2027.

British Telecommunications Limited is a wholly owned subsidiary of BT Group plc and encompasses virtually all businesses and assets of the BT Group. BT Group plc is listed on the London Stock Exchange.

For more information, visit www.bt.com/about