TIDMVOD
RNS Number : 6086R
Vodafone Group Plc
09 March 2021
NOT FOR DISTRIBUTION OR ANNOUNCEMENT, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR ANNOUNCEMENT
WOULD BE UNLAWFUL
Vodafone Group Plc: Vantage Towers IPO Price Range
9 March 2021
Vodafone and Vantage Towers set price range for planned IPO of
Vantage Towers at EUR22.50 to EUR29.00 per share
Digital Colony and RRJ have agreed to buy EUR950 million of
shares at the offer price
-- Price range implies a total market capitalisation for Vantage
Towers of EUR11.4 billion to EUR14.7 billion
-- Base offer size of EUR2.0 billion
-- Flexibility to upsize final offering by up to 40% of the base
offer size, to EUR2.8 billion, through the exercise of a 25% upsize
option and the greenshoe
-- Digital Colony, a leading digital infrastructure investor and
operator, has agreed to be a cornerstone investor in the IPO,
alongside RRJ, a global equity fund based in Singapore, with
commitments of EUR500 million and EUR450 million, respectively,
subject to certain customary conditions
-- Offer period will commence today and end on or around 17 March 2021
-- First day of trading on the Regulated Market of the Frankfurt
Stock Exchange (Prime Standard) is expected to be on or around 18
March 2021
Vodafone Group Plc and Vodafone GmbH ("Vodafone Germany", and
together with Vodafone Group Plc, "Vodafone") and Vantage Towers AG
("Vantage Towers") have set the price range for existing ordinary
registered shares with no par value (the "Shares") to be offered in
Vantage Towers' planned initial public offering (the "IPO") at
between EUR22.50 and EUR29.00 per Share. The final offer price will
be determined based on a bookbuilding process. The period during
which investors may submit purchase orders is to begin today and is
expected to end on or around 17 March 2021.
Vivek Badrinath, Vantage Towers Chief Executive, commented:
"The Vantage Towers IPO is moving ahead at pace. Today's price
range announcement is accompanied by the news that two leading
global investors have committed to cornerstone our IPO with the
purchase of EUR950 million of shares at the offer price.
Demand for data and connectivity across Europe is powering
growth in the towers sector. Our superior grid and leading market
positions mean we are well placed to benefit from this growth and
our recent financial results highlighted the good commercial and
operational momentum across the business."
Details of the Offering
The IPO comprises a public offering in Germany and private
placements in certain jurisdictions outside Germany. Vodafone is
targeting gross proceeds from the base offer of EUR2.0 billion from
the sale of up to 88,888,889 Shares (the "Base Offer"). Vodafone
may increase the Base Offer with an amount of up to EUR500 million,
by placing up to 22,222,222 additional Shares with investors in
accordance with an upsize option, which Vodafone may exercise in
agreement with the Joint Global Co-ordinators, representing up to
25% of the Base Offer (the "Upsize Option"). Finally, Vodafone has
made available up to 13,333,333 Shares, worth up to a further
EUR300 million, to cover possible over-allotments, representing 15%
of the maximum number of Shares offered in the Base Offer (the
"Over Allotment Shares"). Vodafone has granted a greenshoe option
to the underwriters to acquire the Over-Allotment Shares at the
Offer Price (the "Greenshoe Option"). The maximum offer size
assuming the Upsize Option and the Greenshoe Option are both
exercised in full will be EUR2.8 billion, which combined would
represent 19.1% to 24.6% of Vantage Towers' outstanding share
capital.
Digital Colony, a leading digital infrastructure investor and
operator, has agreed to be a cornerstone investor in the IPO,
alongside RRJ, a global equity fund based in Singapore. Subject to
certain customary conditions, Digital Colony and RRJ have agreed to
purchase Shares in the IPO at the offer price, with commitments of
EUR500 million and EUR450 million respectively.
Vodafone will receive all of the net proceeds from the potential
sale of Shares under the Base Offer, Upsize Option and any
Over-Allotment Shares acquired pursuant to the Greenshoe Option.
Vantage Towers will not receive any proceeds from, or incur any
costs in connection with, the IPO.
Based on the order book prepared during the bookbuilding
process, the final offer price per Share and the final number of
Shares placed are expected to be determined on or around 17 March
2021. Trading of the Shares on the Regulated Market of the
Frankfurt Stock Exchange (Prime Standard) is expected to begin on
or around 18 March 2021 under the trading symbol "VTWR" and ISIN:
DE000A3H3LL2.
Vantage Towers, Vodafone Germany and Digital Colony have each
agreed to a lock-up period of 180 calendar days, subject to certain
customary exceptions.
The securities prospectus is available on Vantage Towers'
website www.vantagetowers.com under the section
www.vantagetowers.com/investors/ipo section.
IPO Syndicate
Vodafone and Vantage Towers have engaged BofA Securities, Morgan
Stanley and UBS as Joint Global Co-ordinators and Joint
Bookrunners, and Barclays, Berenberg, BNP Paribas, Deutsche Bank,
Goldman Sachs and Jefferies as Joint Bookrunners.
About Vantage Towers
Vantage Towers is a leading towers company in Europe with
approximately 82,000 macro sites in 10 countries, connecting
people, businesses and devices in cities and rural areas.
The company was founded in 2020. Its headquarters are in
Düsseldorf, Germany. Vantage Towers' portfolio includes towers,
masts, rooftop sites, distributed antenna systems (DAS) and small
cells. By building, operating and leasing this passive
infrastructure to Vodafone and other network operators, Vantage
Towers is making a significant contribution to better connectivity
and the sustainable digitisation of Europe.
For more information, please visit our website at
www.vantagetowers.com, follow us on Twitter at @VantageTowers or
connect with us on LinkedIn at
www.linkedin.com/company/vantagetowers.
About Vodafone
Vodafone is a leading telecommunications company in Europe and
Africa. Our purpose is to "connect for a better future" and our
expertise and scale gives us a unique opportunity to drive positive
change for society. Our networks keep family, friends, businesses
and governments connected and - as COVID-19 has clearly
demonstrated - we play a vital role in keeping economies running
and the functioning of critical sectors like education and
healthcare.
Vodafone is the largest mobile and fixed network operator in
Europe and a leading global IoT connectivity provider. Our M-Pesa
technology platform in Africa enables over 45 million people to
benefit from access to mobile payments and financial services. We
operate mobile and fixed networks in 21 countries and partner with
mobile networks in 48 more. As of 31 December 2020 we had over 300
million mobile customers, more than 27 million fixed broadband
customers, over 22 million TV customers and we connected more than
118 million IoT devices.
We support diversity and inclusion through our maternity and
parental leave policies, empowering women through connectivity and
improving access to education and digital skills for women, girls,
and society at large. We are respectful of all individuals,
irrespective of race, ethnicity, disability, age, sexual
orientation, gender identity, belief, culture or religion.
Vodafone is also taking significant steps to reduce our impact
on our planet by reducing our greenhouse gas emissions by 50% by
2025 and becoming net zero by 2040, purchasing 100% of our
electricity from renewable sources by 2025, and reusing, reselling
or recycling 100% of our redundant network equipment.
References to Vodafone in this section are to Vodafone Group Plc
and references to Vodafone Group are to Vodafone Group Plc and its
subsidiaries unless otherwise stated.
For more information, please visit www.vodafone.com, follow us
on Twitter at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone.
For more information, please contact:
Investor Relations Media Relations
Investors.vodafone.com Vodafone.com/media/contact
ir@vodafone.co.uk GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No. 1833679
IMPORTANT NOTICE
This announcement constitutes neither an offer to sell nor a
solicitation to buy securities. The planned offering and listing of
the shares of Vantage Towers on the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse) will be made solely by means of, and
on the basis of, the published securities prospectus (including any
supplements thereto, if any). An investment decision regarding the
publicly offered securities of Vantage Towers should only be made
on the basis of the securities prospectus. The securities
prospectus is available free of charge from Vantage Towers,
Prinzenallee 11 - 13, D-40549, Düsseldorf, Germany, and on Vantage
Towers' website www.vantagetowers.com under the section
www.vantagetowers.com/investors/ipo section.
The information contained herein does not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities referred to herein in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of any jurisdiction.
This announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia), Australia, Canada or Japan. This announcement does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for securities in the United States, Australia, Canada
or Japan. The securities mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933
(the "Securities Act").
The securities may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act. There will be no public offer of securities
in the United States.
In any EEA Member State, other than Germany, this communication
is only addressed to and is only directed at "qualified investors"
in that Member State within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
In the United Kingdom, this publication is being distributed
only to and is directed only at persons who are "qualified
investors" within the meaning of Article 2 of the Prospectus
Regulation as it forms part of retained EU law in the United
Kingdom as defined in the European Union (Withdrawal) Act 2018 (as
amended) who (i) have professional experience in matters relating
to investments falling within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) are persons who are high net worth bodies
corporate, unincorporated associations and partnerships and the
trustees of high value trusts, as described in Article 49(2)(a) to
(d) of the Order or (iii) are persons to whom this communication
may otherwise be lawfully communicated (all such persons together
being referred to as "Relevant Persons").
The securities are available only to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such
securities will be available only to or will be engaged in only
with, Relevant Persons. Any person who is not a Relevant Person
should not act or rely on this document or any of its contents.
Forward-looking Statements
This announcement contains "forward-looking statements" within
the meaning of the US Private Securities Litigation Reform Act of
1995 with relation to the IPO, including its terms and committed
investors.
Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such words as
"will", "anticipates", "aims", "could", "may", "should", "expects",
"believes", "intends", "plans", "prepares" or "targets" (including
in their negative form or other variations). By their nature,
forward-looking statements are inherently predictive, speculative
and involve risk and uncertainty because they relate to events and
depend on circumstances that may or may not occur in the future.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by these forward-looking statements. All subsequent written or oral
forward-looking statements attributable to Vodafone or any member
of the Vodafone group, including Vantage Towers or any member of
Vantage Towers, or any persons acting on their behalf are expressly
qualified in their entirety by the factors referred to above. No
assurances can be given that the forward-looking statements in this
document will be realised. Any forward-looking statements are made
of the date of this announcement.
Subject to compliance with applicable law and regulations,
neither Vodafone nor Vantage Towers nor BofA Securities Europe SA,
Morgan Stanley Europe SE, UBS AG London Branch, Barclays Bank
Ireland PLC, Joh. Berenberg, Gossler & Co. KG, BNP PARIBAS,
Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and
Jefferies GmbH (together, the "Underwriters") nor their respective
affiliates intend to update, review, revise or conform any forward
looking statement contained in this announcement to actual events
or developments whether as a result of new information, future
developments or otherwise, and do not undertake any obligation to
do so.
The Underwriters are acting exclusively for Vantage Towers and
the selling shareholder and no-one else in connection with the
planned IPO. They will not regard any other person as their
respective clients in relation to the planned IPO and will not be
responsible to anyone other than Vantage Towers and the selling
shareholder for providing the protections afforded to its clients,
nor for providing advice in relation to the offering, the contents
of this announcement or any transaction, arrangement or other
matter referred to herein.
In connection with the planned IPO, the Underwriters and their
respective affiliates may take up a portion of the shares offered
in the planned IPO as a principal position and in that capacity may
retain, purchase, sell, offer to sell for their own accounts such
shares and other securities of Vantage Towers or related
investments in connection with the planned IPO or otherwise. In
addition, the Underwriters and their respective affiliates may
enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which the
Underwriters and their respective affiliates may from time to time
acquire, hold or dispose of shares of Vantage Towers. The
Underwriters do not intend to disclose the extent of any such
investment or transactions, other than in accordance with any legal
or regulatory obligations to do so.
None of the Underwriters or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this release (or whether any
information has been omitted from the release) or any other
information relating to Vantage Towers, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made
available, or for any loss howsoever arising from any use of this
release or its contents or otherwise arising in connection
therewith.
THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED
TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION
CONTAINED IN THE PROSPECTUS.
To cover potential over-allotments, Vodafone Germany has agreed
to make available up to 13,333,333 Shares of Vantage Towers to the
Underwriters. In addition, Vodafone Germany has granted the
Underwriters an option to acquire a number of Shares equal to the
number of Shares allotted to cover over-allotments during the
Stabilisation Period (as defined below). In connection with the
placement of Shares, Morgan Stanley Europe SE will act as the
stabilisation manager and may, as stabilisation manager, make
over-allotments and take stabilisation measures in accordance with
legal requirements (Art. 5(4) and (5) of Regulation (EU) No
596/2014 in conjunction with Articles 5 through 8 of Commission
Delegated Regulation (EU) 2016/1052) to support the market price of
the Shares and thereby counteract any selling pressure. The
stabilisation manager is under no obligation to take any
stabilisation measures. Therefore, stabilisation may not
necessarily occur and may cease at any time. Such measures may be
taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse)
from the date when trading in the Shares is commenced on the
regulated market segment (regulierter Markt) of the Frankfurt Stock
Exchange (Frankfurter Wertpapierbörse), expected on or around 18
March 2021, and must be terminated no later than 30 calendar days
after this date (the "Stabilisation Period"). Stabilisation
transactions aim at supporting the market price of Shares during
the Stabilisation Period. These measures may result in the market
price of Shares being higher than would otherwise have been the
case. Moreover, the market price may temporarily be at an
unsustainable level.
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END
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