TIDMVOD
RNS Number : 6696Z
Vodafone Group Plc
21 May 2019
Vodafone Group Plc announces Tender Offers
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
21 May 2019
Vodafone Group Plc (the Company) announces today invitations to
holders of (a) its outstanding EUR1,750,000,000 1.000 per cent.
Notes due 11 September 2020 (the September 2020 Notes), (b) its
outstanding EUR750,000,000 0.875 per cent. Notes due 17 November
2020 (the November 2020 Notes) and (c) its outstanding
EUR1,250,000,000 1.250 per cent. Notes due 25 August 2021 (the 2021
Notes, and together with the September 2020 Notes and the November
2020 Notes, the Notes, and each a Series) to tender their Notes for
purchase by the Company for cash up to an aggregate maximum
Purchase Price (excluding Accrued Interest) of EUR1,500,000,000
(the Maximum Aggregate Purchase Price) subject to the satisfaction
of the New Financing Condition (as defined below) (each an Offer,
and together, the Offers). The Offers are being made on the terms
and subject to the conditions (including the New Financing
Condition) contained in the tender offer memorandum dated 21 May
2019 (the Tender Offer Memorandum) prepared by the Company in
respect of the Offers, and are subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offers
Description of the Common code / Outstanding Purchase Yield(3) Maximum Aggregate
Notes ISIN nominal amount(2) Purchase Price(4)
------------------------- ------------------ ----------------- -------------------------
EUR1,750,000,000 1.000
per cent. Notes due 11
September 2020(1) 110980230 / XS1109802303 EUR1,622,100,000 -0.25 per cent. EUR1,500,000,000
------------------------- ------------------ -----------------
EUR750,000,000 0.875 132302847 / XS1323028479 EUR697,587,000 -0.20 per cent.
per cent. Notes due 17
November 2020
EUR1,250,000,000 1.250 137283824 / XS1372838240 EUR1,250,000,000 -0.15 per cent.
per cent. Notes due
25 August 2021
1. The terms and conditions of the September 2020 Notes provide
for an optional issuer call at EUR1,000 per EUR1,000 in
nominal amount of the September 2020 Notes on any date from
(and including) 11 June 2020.
2. As at the date of the Tender Offer Memorandum, the subsidiaries
of the Company held EUR127,900,000 of the September 2020
Notes and EUR52,413,000 of the November 2020 Notes. The
Company currently intends to cancel Notes held by its subsidiaries
on or around the Settlement Date.
3. For information purposes only, the Purchase Prices in respect
of each Series will, when determined in the manner described
herein on the basis of a Settlement Date of 31 May 2019,
be EUR1,012.92 per EUR1,000 in nominal amount of the September
2020 Notes, EUR1,015.80 per EUR1,000 in nominal amount of
the November 2020 Notes and EUR1,031.38 per EUR1,000 in
nominal amount of the 2021 Notes. Should the Settlement
Date in respect of any September 2020 Notes, November 2020
Notes or 2021 Notes accepted for purchase pursuant to the
relevant Offer(s) differ from 31 May 2019, the relevant
Purchase Price will be recalculated, all as further described
in the Tender Offer Memorandum. For the avoidance of doubt
and in accordance with market convention, the Purchase Price
in respect of the September 2020 Notes will be calculated
with reference to the first date on which the Company may
exercise the optional issuer call, being 11 June 2020, and
assuming the full payment of principal on such date.
4. The Company reserves the right, in its sole and absolute
discretion and for any reason, to increase or decrease the
Maximum Aggregate Purchase Price. The Maximum Aggregate
Purchase Price does not include Accrued Interest.
Rationale for the Offers
The purpose of the Offers and the proposed issue of the New
Notes 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.
Details of the Offers
In respect of each Series, the Company will pay for each
EUR1,000 in nominal amount of the Notes of the relevant Series
accepted by it for purchase pursuant to the relevant Offer a price
(rounded to the nearest EUR0.01, with EUR0.005 rounded upwards) (in
respect of each Series, the Purchase Price) which will be
determined in the manner described in the Tender Offer Memorandum
by reference to the relevant Purchase Yield as set out in the table
above. For the avoidance of doubt and in accordance with market
convention, the Purchase Price in respect of the September 2020
Notes will be calculated with reference to the first date on which
the Company may exercise the optional issuer call, being 11 June
2020, and assuming the full payment of principal on such date. The
Purchase Price for the November 2020 Notes and the 2021 Notes,
respectively, will be calculated with reference to the maturity
date of the relevant Series.
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offers.
Maximum Aggregate Purchase Price
If the Company decides, in its sole and absolute discretion, to
accept valid tenders of Notes pursuant to the Offers, it will
accept for purchase up to an aggregate nominal amount of Notes such
that the aggregate Purchase Price (excluding Accrued Interest)
payable by the Company for all Notes accepted for purchase pursuant
to the Offers is equal to the Maximum Aggregate Purchase Price.
The Company will determine the allocation of the Maximum
Aggregate Purchase Price between the September 2020 Notes, the
November 2020 Notes and the 2021 Notes in its sole and absolute
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to the other
Series of Notes (the final aggregate nominal amount of each Series
(if any) accepted for purchase pursuant to the relevant Offer being
a Series Acceptance Amount). For the avoidance of doubt, the
Company reserves the right to accept, in its sole and absolute
discretion, only the September 2020 Notes or only the November 2020
Notes or only the 2021 Notes or any combination thereof.
In addition, the Company reserves the right to increase or
decrease, in its sole and absolute discretion, the Maximum
Aggregate Purchase Price at any time, including after the
Expiration Deadline.
New Financing Condition
The Company announced on 21 May 2019 its intention to issue new
euro-denominated fixed rate notes (the New Notes). Whether the
Company will accept for purchase any Notes validly tendered in the
Offers and complete the Offers is subject, without limitation, to
the successful completion (in the sole determination of the
Company) of the issue of the New Notes (the New Financing
Condition).
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the base
prospectus dated 31 August 2018 (as supplemented by supplementary
prospectuses dated 22 November 2018 and 16 May 2019) in connection
with the Company's EUR30,000,000,000 Euro Medium Term Note
Programme (together the Prospectus) and the Final Terms in respect
of the New Notes pursuant to which the New Notes are intended to be
issued, and no reliance is to be placed on any representations
other than those contained in the Prospectus. Subject to compliance
with all applicable securities laws and regulations, the Prospectus
is available from the Dealer Managers, in their capacity as joint
lead managers of the issue of the New Notes, on request.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the Securities Act). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
Compliance information for the New Notes: MiFID II
professionals/ECPs-only/No PRIIPs KID - eligible counterparties and
professional clients only (all distribution channels). No sales to
EEA retail investors; no key information document has been or will
be prepared. See the Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Pro-ration
If the Company decides to accept any validly tendered Notes of a
Series for purchase pursuant to the relevant Offer and the
aggregate nominal amount of Notes of such Series validly tendered
for purchase pursuant to the relevant Offer is greater than the
relevant Series Acceptance Amount, the Company intends to accept
such Notes for purchase on a pro rata basis such that the aggregate
nominal amount of such Series accepted for purchase pursuant to the
relevant Offer is no greater than such Series Acceptance Amount, as
more fully described in the Tender Offer Memorandum.
General
Each Offer begins on 21 May 2019 and will expire at 4.00 p.m.
(London time) on 29 May 2019 (the Expiration Deadline), unless
extended, re-opened, amended or terminated, as provided in the
Tender Offer Memorandum.
In order to participate in, and be eligible to receive the
relevant Purchase Price and relevant Accrued Interest Payment
pursuant to, the relevant Offer, Noteholders must validly tender
their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by the Expiration Deadline. The deadlines set by any
intermediary or clearing system will be earlier than the deadlines
specified above.
A separate Tender Instruction must be completed on behalf of
each beneficial owner and in respect of each Series.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum. Tender
Instructions must be submitted in respect of a minimum nominal
amount of Notes of the relevant Series of no less than EUR100,000,
being the minimum denomination of each Series, and may, in each
case, be submitted in integral multiples of EUR1,000
thereafter.
Indicative Timetable for the Offers
Events Times and Dates
(all times are London
time)
Launch Date 21 May 2019
Offers announced and Tender Offer Memorandum
available from the Tender Agent. Commencement
of the tender offer period.
Expiration Deadline 4.00 p.m. on 29 May 2019
Final deadline for receipt of valid
Tender Instructions by the Tender Agent
in order for Noteholders to be able
to participate in the Offers.
Announcement of Results and each Purchase As soon as reasonably
Price practicable on 30 May
Announcement by the Company of whether 2019
it accepts (subject to satisfaction
(or waiver) of the New Financing Condition
on or prior to the Settlement Date)
for purchase Notes validly tendered
in the Offers and, if so, of the Maximum
Aggregate Purchase Price, each Series
Acceptance Amount, each Purchase Price,
any Pro-ration Factors that will be
applied to valid tenders of each Series
and the aggregate nominal amount of
each Series that will remain outstanding
after the Settlement Date.
Settlement Date 31 May 2019
Subject to satisfaction or waiver of
the New Financing Condition on or prior
to such date, payment of the relevant
Purchase Price and the relevant Accrued
Interest Payments in respect of the
Notes accepted for purchase
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Company may, in its sole discretion, extend,
re-open, amend, waive any condition of or terminate any Offer at
any time and the above times and dates are subject to the right of
the Company to so extend, re-open, amend and/or terminate an
Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, an Offer
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above and in the Tender Offer Memorandum.
Announcements in connection with the Offers will be made by the
Company by (i) publication through RNS and (ii) delivery of notices
to the Clearing Systems for communication to Direct Participants.
Such announcements may also be made on the relevant Reuters Insider
Screen and/or by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and
notices can be obtained upon request from the Tender Agent.
Significant delays may be experienced in respect of notices
delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offers, the contact details for which are set out
below.
Further Information
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers.
Requests for information in relation to the Offers should be
directed to:
THE DEALER MANAGERS
ING BANK N.V. Merrill Lynch International
Foppingadreef 7 2 King Edward Street
1102 BD Amsterdam London EC1A 1HQ
The Netherlands United Kingdom
Telephone: +44 20 7767 6784 / Telephone: +44 20 7996 5420
+31 20 5632132 Email: DG.LM_EMEA@baml.com
Email: liability.management@ing.com Attention: Liability Management
Attention: Liability Management Group
Team
NatWest Markets Plc Société Générale
250 Bishopsgate Tours Société Générale
London EC2M 4AA 17, Cours Valmy
United Kingdom 92987 Paris La Défense Cedex
Telephone: +44 20 7678 5282 France
Email: liabilitymanagement@natwestmarkets.com Email: liability.management@sgcib.com
Attention: Liability Management Attention: Liability Management
- DCM
Requests for information in relation to the procedures for
tendering Notes in, and for any documents or materials relating to,
the Offers should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Email: vodafone@lucid-is.com
Attention: Paul Kamminga
This announcement is made by Vodafone Group Plc and contains
information that qualified or may have 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.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. Any Noteholder who
is in any doubt as to the action it should take, is recommended to
seek its own financial and legal advice, including as to any tax
consequences, immediately 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 in the
Offers. None of the Company, the Dealer Managers or the Tender
Agent makes any recommendation whether Noteholders should tender
Notes in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum come(s) are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions. Neither this announcement nor the
Tender Offer Memorandum constitutes 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 Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
an Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made on behalf of the Company by such Dealer Manager or such
affiliate (as the case may be) in such jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
EUR100,000.
United States. The Offers are not being made, and will not be
made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to persons located or resident in the United
States. Any purported tender of Notes in an Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
This announcement and the Tender Offer Memorandum are not an
offer of securities for sale in the United States or to U.S.
Persons (as defined in Regulation S of the Securities Act (each a
U.S. Person)). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold or delivered, directly
or indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each holder of Notes participating in an Offer will represent
that it is not located in the United States and is not
participating in such Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in such
Offer from the United States. For the purposes of this and the
above two paragraphs, United States means the United States of
America, its territories and possessions, any state of the United
States of America and the District of Columbia.
United Kingdom. The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offers 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 within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
Italy. None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are 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. Accordingly, Noteholders or beneficial owners of the Notes
that are located in Italy can tender Notes for purchase in the
Offers through authorised 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. 20307 of 15 February 2018, 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 or the Offers.
France. The Offers are not being made, directly or indirectly,
to the public in the Republic of France (France). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers 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), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, are eligible to participate in the Offers. Neither this
announcement nor the Tender Offer Memorandum has been or will be
submitted for clearance to or approved by the Autorité des Marchés
Financiers.
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
TENUAVNRKAAVURR
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