Posted: 8 October 2020

Statement regarding possible offer for TalkTalk by funds advised by Toscafund Asset Management LLP

The Company announces that it has recently received a preliminary and non-binding proposal from Toscafund Asset Management LLP on behalf of funds advised by it ("TAM") regarding a possible cash offer ("Offer") to be made by a newly formed company for the entire issued and to be issued ordinary share capital of the Company at a price of 97 pence per share, together with a full unlisted share alternative (the "Proposal").

The Board has considered the terms of the Proposal and has agreed to progress the Proposal further with TAM along with taking advice from the Company’s advisers.

The Proposal contains a number of pre-conditions to announcing any firm intention to make an Offer, including, that TAM receives an irrevocable undertaking from Sir Charles Dunstone in support of such Offer including an election for any unlisted share alternative in respect of his entire holding of ordinary shares in the Company.  These pre-conditions may be waived by TAM in its absolute discretion.

A further announcement will be made as and when appropriate.

In accordance with Rule 2.6(a) of the Code, TAM is required, by not later than 5.00 p.m. on 5 November 2020, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.  This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

This announcement has been made with the consent of TAM.

There can be no certainty that a firm offer will be made for the Company by TAM even if the pre-condition stated above is satisfied or waived.  TAM reserves the right to vary the form and/or mix of the consideration described in this announcement.  TAM also reserves the right to make an offer for the Company at a price less than 97 pence per share: (a) with the recommendation or consent of the board of the Company; (b) if the Company announces, declares or pays any dividend or distribution to shareholders in which case Offeror reserves the right to make an equivalent reduction to the proposed offer price; (c) if a third party announces a firm intention to make an offer for the Company on less favourable terms than the Proposal, or (d) following the announcement by the Company of a "whitewash" transaction pursuant to the Code.

As a consequence of this announcement, an offer period has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

The person responsible for making this announcement is Tim Morris, General Counsel and Company Secretary.

TalkTalk Telecom Group plc is advised by:

Barclays Bank PLC, acting through its Investment Bank

Derek Shakespeare  & Robert Mayhew  + 44 (0) 20 7623 2323

Deutsche Bank AG, London Branch

James Arculus & Matt Hall   +44 (0) 207 545 8000

Media Enquiries

Lucy Thomas, Corporate Affairs Director  + 44 (0) 777 963 9460

Dominic Laurie, Head of Communications and Campaigns           +44 (0) 7814 810 626