TIDMVOD
RNS Number : 0016C
Vodafone Group Plc
12 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
June 12, 2019
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES ANY AND ALL CASH
TER OFFERS AND ISSUES CONCURRENT REDEMPTION NOTICE
Vodafone Group Plc ("Vodafone" or the "Company") announces the
launch of its offers to purchase for cash (the "Offers") any and
all of its 4.375% Notes due 2021 (the "2021 Notes"), 2.50% Notes
due 2022 (the "2022 Notes") and 2.950% Notes due 2023 (the "2023
Notes", and together with the 2021 Notes and 2022 Notes, the
"Notes") on the terms of, and subject to the conditions set forth
in the offer to purchase dated June 12, 2019, (the "Offer to
Purchase"). Concurrently with the launch of the Offers, the Company
is issuing a notice of redemption in respect of any 2021 Notes not
purchased by the Company in the Offers. Capitalized terms not
otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Offers. Copies of the Offer to Purchase and
the Notice of Guaranteed Delivery are available at the following
website: http://www.gbsc-usa.com/vodafone/.
The following table sets forth certain terms of the Offers:
Outstanding Bloomberg
Principal U.S. Treasury Reference Reference Fixed Spread
Title of Security CUSIP / ISIN Amount Security Page(1) (basis points)
----------------------- ---------------------------- --------------- ---------------------------- ---------- ---------------
4.375% Notes due 2021 UST 2.375% due March 15,
("2021 Notes") 92857WAV2 / US92857WAV28 $500,000,000 2021 FIT4 20
----------------------- ---------------------------- --------------- ---------------------------- ---------- ---------------
2.50% Notes due 2022 92857WAZ3 / US92857WAZ32 $1,000,000,000 UST 2.125% due May 15, 2022 FIT1 60
("2022 Notes")
----------------------------------------------------- --------------- ---------------------------- ---------- ---------------
2.950% Notes due 2023 92857WBC3 / US92857WBC38 $1,600,000,000 UST 2.000% due May 31, 2024 FIT1 70
("2023 Notes")
(1) The page on Bloomberg from which the Dealer Managers will
quote the bid-side prices of the Reference U.S. Treasury
Security.
Purpose of the Offers
The purpose of the Offers is to extend the Company's debt
maturity profile in an efficient manner. The Offers are also being
made as part of the Company's liability management and to provide
liquidity to those holders whose Notes are accepted in the
Offers.
Consideration
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders who validly tender and whose Notes are
accepted for purchase by the Company, will receive the applicable
Consideration for each $1,000 principal amount of such Notes, which
will be payable in cash.
The applicable Consideration will be calculated at 11:00 a.m.,
Eastern time, on June 18, 2019 (the "Price Determination Date").
The Consideration for each series of Notes will be determined in
accordance with standard market practice, as described below, using
the applicable Offer Yield, which will be equal to the sum of:
(i) the Reference Yield, as calculated by the Dealer Managers in
accordance with standard market practice, that corresponds to the
bid-side price of the Reference Treasury Security specified in the
table above for such series of Notes appearing at the Price
Determination Date on the Bloomberg Reference Page specified in the
table above for such series of Notes (or any other recognized
quotation source selected by the Company in consultation with the
Dealer Managers if such quotation report is not available or
manifestly erroneous), plus
(ii) the Fixed Spread specified in the table above for such series of Notes.
Accordingly, the Consideration payable by the Company for each
$1,000 principal amount of each series of Notes accepted by us will
equal:
(i) the present value on the Settlement Date of $1,000 principal
amount of such Notes due on the maturity date of such Notes and all
scheduled interest payments on such principal amount of Notes to be
made from (but excluding) the Settlement Date up to and including
such maturity date, discounted to the Settlement Date in accordance
with standard market practice as described by the formula set forth
in Annex A to the Offer to Purchase, at a discount rate equal to
the applicable Offer Yield, minus
(ii) the applicable Accrued Interest per $1,000 principal amount of such Notes;
such total amount being rounded to the nearest cent per $1,000
principal amount of such Notes.
All Notes accepted in the Offers will be cancelled and retired
by the Company.
Accrued Interest
In addition to the applicable Consideration, Holders whose Notes
are accepted for purchase will be paid the applicable Accrued
Interest. Interest will cease to accrue on the Settlement Date for
all Notes accepted in the Offers.
Redemption of Untendered 2021 Notes
Concurrently with the launch of the Offers, the Company is
issuing a notice of redemption in respect of any 2021 Notes not
purchased by the Company in the Offers, at a price equal to the
greater of (1) 100% of the principal amount of such Notes plus
accrued and unpaid interest to the date of redemption, if any, and
(2) the sum of the present values of the remaining scheduled
payments of principal and interest on such Notes (excluding any
portion of such payments of interest accrued as of the date of
redemption) discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the sum of (i) the adjusted treasury rate (as defined in the
prospectus supplement dated March 9, 2011 relating to the 2021
Notes) plus (ii) 20 basis points, plus accrued and unpaid interest,
if any, to the redemption date.
Financing Condition
On the date of the Offer to Purchase, the Company announced a
proposed offering of new senior debt securities (the "Proposed
Financing"). The Company expects proceeds from the Proposed
Financing, along with cash on hand, if necessary, to provide the
total amount of funds required to purchase the Notes validly
tendered and accepted pursuant to the Offers and to pay all related
fees and expenses in connection with the Offers. The consummation
of the Offers and the Company's obligation to accept for purchase,
and to pay for, Notes validly tendered pursuant to the Offers are
subject to, amongst other things, the satisfaction of or waiver of
the Financing Condition, being the successful completion by the
Company of the Proposed Financing.
Offers Period and Results
The Offers commenced today, June 12, 2019 and will end at 5:00
p.m., Eastern time, on June 18, 2019, unless extended or earlier
terminated by the Company in its sole discretion, subject to
applicable law.
The relevant deadline set by any intermediary or DTC for the
submission of Tender Instructions will be earlier than this
deadline.
The results of the Offers are expected to be announced on June
19, 2019. The acceptance of Notes for purchase is conditional on
the satisfaction of the conditions of the Offers as provided in the
Offer to Purchase. In respect of accepted Notes that are delivered
at or prior to the Expiration Time, the Company expects the
Settlement Date to occur on the second business day after the
Expiration Time, June 20, 2019. In respect of accepted Notes that
are delivered pursuant to the guaranteed delivery procedures
described below, the Company expects the Guaranteed Delivery
Settlement Date to occur on the business day after the Notice of
Guaranteed Delivery Date, June 21, 2019.
The Company has retained Merrill Lynch International, Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC and UBS AG London
Branch as Dealer Managers and Global Bondholder Services
Corporation as Information and Tender Agent (the "Information and
Tender Agent") for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be
directed to Global Bondholder Services at +1 (866) 470-3800 (toll
free), +1 (212) 430-3774 (collect) or by email to
contact@gbsc-usa.com. Questions regarding the Offers may be
directed to Merrill Lynch International at +1 (888) 292-0070 (toll
free), +1 (980) 387-3907 or +44-20-7996-5420 (in London) or by
email to dg.lm_emea@baml.com, to Morgan Stanley & Co. LLC at +1
(212) 761-1057 (collect), +1 (800) 624-1808 (toll free) or by email
to liabilitymanagement@morganstanley.com, to RBC Capital Markets,
LLC at +1 (877) 381-2099 (toll free) or +1 (212) 618-7843 or by
email to liability.management@rbccm.com and to UBS AG London
Branch, at +44 20 7568 1121 (Europe), +1 888 719 4210 (toll free),
+1 203 719 4210 or by email to
ol-liabilitymanagement-eu@ubs.com.
This announcement is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security. No offer, solicitation, or sale will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Offers are only being made pursuant to the
Offer to Purchase. Holders of the Notes are urged to carefully read
the Offer to Purchase before making any decision with respect to
the Offers. If any Holder is in any doubt as to the contents of the
Offer to Purchase or the action it should take, it is recommended
to seek its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offer. None of the Company, the Dealer Managers or the
Information and Tender Agent makes any recommendation whether
Holders should tender Notes in the Offers.
The distribution of announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required by each of the Company, the Dealer Managers and
the Information and Tender Agent to inform themselves about and to
observe any such restrictions.
Market Abuse Regulation
This announcement is made by Vodafone Group Plc and contains
information that qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Offers described above.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Rosemary
Martin, Group General Counsel and Company Secretary of
Vodafone.
Offer and Distribution Restrictions
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other document or materials relating to the Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. Each Offer is being carried out in Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offer through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by
CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of
the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this
announcement, the Offer to Purchase nor any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), acting for their own account, with the
exception of individuals, within the meaning ascribed to them in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier, and applicable regulations
thereunder, are eligible to participate in the Offer. Neither this
announcement nor the Offer to Purchase has been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
Neither the Offer to Purchase nor any other documents or
materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autoriteit voor financiële diensten
en markten / Autorité des services et marchés financiers) and,
accordingly, the Offer may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended or replaced from
time to time. Accordingly, the Offer may not be advertised and the
Offer will not be extended, and neither the Offer to Purchase nor
any other documents or materials relating to the Offer (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. Insofar as Belgium is
concerned, the Offer to Purchase has been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Offer. Accordingly, the information contained in
the Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes in the
Offers will not be accepted from Holders) in any circumstances in
which such offer or solicitation or acceptance is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offers to be made by a licensed broker or dealer and
any Dealer Manager or any of the Dealer Managers' affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Offers shall be deemed to be made by such Dealer Manager or such
Dealer Manager's affiliate, as the case may be, on behalf of the
Company in such jurisdiction.
Forward-Looking Information
This announcement contains certain forward-looking statements
which reflect the Company's intent, beliefs or current expectations
about the future and can be recognized by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Company and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Company cannot guarantee that any
forward-looking statement will be realized, although it believes it
has been prudent in its plans and assumptions. Achievement of
future results is subject to risks, uncertainties and assumptions
that may prove to be inaccurate. Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Company undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENGGUCWQUPBGPP
(END) Dow Jones Newswires
June 12, 2019 09:15 ET (13:15 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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