TIDMVOD
RNS Number : 2532G
Vodafone Group Plc
19 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW
19 November 2015
Vodafone Group Plc announces intended issuance of non-dilutive
equity-linked bonds due 2020
Vodafone Group Plc ("Vodafone") announces its intention to raise
around GBP500 million of new debt financing through a structure
combining the issue of equity-linked bonds (the "Bonds") with the
purchase of cash-settled call options to hedge Vodafone's equity
exposure. As conversion rights in respect of the Bonds will be
cash-settled, the issue and conversion of the Bonds will not result
in the issuance of any new shares of Vodafone or of any other group
company.
Concurrently with the Bond issuance, Vodafone will purchase
cash-settled call options on Vodafone's ordinary shares (the
"Ordinary Shares") from Morgan Stanley & Co. International plc
or its affiliates to hedge its exposure to pay cash amounts under
the Bonds upon any exercise of conversion rights.
Vodafone intends to use the net proceeds of the offering of the
Bonds for general corporate purposes and for the purchase of the
cash-settled call options.
The Bonds will be issued at par. The coupon will be determined
via an accelerated bookbuilding process in a range from 0.4% to
1.2% per annum. The initial conversion price will be 30.0% above
the share reference price, which will be determined as the
arithmetic average of the daily volume-weighted average prices of
an Ordinary Share on the London Stock Exchange over a period of ten
consecutive scheduled trading days, starting on 20 November 2015.
The share reference price and the initial conversion price will be
announced by Vodafone on or around 3 December 2015.
It is anticipated that Morgan Stanley & Co. International
plc or its affiliates will enter into transactions to hedge their
respective positions under the call options, including transactions
to be conducted during the reference period regarding the
determination of the share reference price.
Vodafone intends to apply for the Bonds to be admitted to
trading on the Irish Stock Exchange's EEA Regulated Market or
another recognised stock exchange.
Morgan Stanley & Co. International plc is acting as Sole
Global Coordinator for the offering and together with HSBC Bank plc
as Joint Bookrunner (the "Joint Bookrunners").
DISCLAIMER
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States or to any U.S.
person (as defined in Regulation S under the US Securities Act (as
defined below)). The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes, should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form part of an offer
to sell securities, or the solicitation of any offer to buy or
subscribe for any securities, to or from any person in the United
States, Australia, Canada, Japan (or to, or for the account or
benefit of, any such person or any U.S. person) or in any other
jurisdiction in which, or to or from any other person to or from
whom, such offer or solicitation is unlawful. The securities
referred to in this announcement have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US
Securities Act"), and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons,
absent registration or exemption from registration under the US
Securities Act. Subject to certain exceptions, the securities
referred to herein may not be offered or sold in Australia, Canada,
Japan or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada or Japan. There will be no
public offer of the securities in the United States, Australia,
Canada, Japan or any other jurisdiction.
In the United Kingdom, this communication is directed only at
qualified investors (i) who 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 "Order") or (ii) who are persons falling
within Article 49(2)(a) to (e) of the Order (all such persons
together being referred to as "relevant persons"). This
communication must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this communication relates is available only to relevant
persons and will be engaged in only with relevant persons.
In member states of the European Economic Area, the Bonds are
being offered only to qualified investors within the meaning of
Directive 2003/71/EC, as amended, in accordance with the respective
regulations of each member state in which the Bonds are being
offered.
No action has been taken by Vodafone, the Joint Bookrunners or
any of their respective affiliates that would permit an offering of
the securities or possession or distribution of this announcement
or any offering or publicity material relating to such securities
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
by Vodafone and the Joint Bookrunners to inform themselves about
and to observe any such restrictions.
The Joint Bookrunners are acting exclusively for Vodafone and no
one else in connection with the offering. They will not regard any
other person as their respective clients in relation to the
offering of the Bonds and will not be responsible to any other
person for providing the protections afforded to clients of each
Joint Bookrunner or for providing advice in relation to the
offering, the Bonds or any other transaction, matter or arrangement
referred to in this announcement.
Each of Vodafone, the Joint Bookrunners and their respective
affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this
announcement whether as a result of new information, future
developments or otherwise.
This announcement is not intended as investment advice and under
no circumstances is it to be used or considered as an offer to sell
or a solicitation of an offer to subscribe or otherwise buy any
security nor is it a recommendation to buy or sell any security.
Any discussions, negotiations or other communications that may be
entered into, whether in connection with the information set out
herein or otherwise, shall be conducted subject to contract.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Each prospective investor should proceed on the
assumption that it must bear the economic risk of an investment in
the securities for an indefinite period. None of Vodafone or the
Joint Bookrunners makes any representation as to (i) the
suitability of the securities for any particular investor, (ii) the
appropriate accounting treatment and potential tax consequences of
investing in the securities or (iii) the future performance of the
securities either in absolute terms or relative to competing
investments. Persons considering making such investments should
consult an authorised person specializing in advising on such
investments. This announcement does not constitute a recommendation
concerning the Bonds. The value of the Bonds can decrease as well
as increase. Potential investors should consult a professional
advisor as to the suitability of the Bonds for the person
concerned.
In connection with the offering, the Joint Bookrunners and any
of their affiliates, acting as investors for their own accounts,
may subscribe for or purchase securities and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such securities and any other securities of
Vodafone or related investments in connection with the Bonds or
Vodafone or otherwise. Accordingly, references to the securities
being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, the Joint
Bookrunners and any of their respective affiliates acting as
investors for their own accounts. The Joint Bookrunners do not
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
CONTACTS
Investors Relations: Telephone +44 (0) 7919 990 230
Media: www.vodafone.com/media/contact
This information is provided by RNS
The company news service from the London Stock Exchange
END
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