TIDMVOD
RNS Number : 8564T
Vodafone Group Plc
29 March 2021
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 OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF
TER OFFERS
(Newbury, Berkshire - England) - March 29, 2021 - Vodafone Group
Plc ("Vodafone" or the "Company") announced today the results of
its previously announced 10 concurrent, but separate, offers to
purchase for cash any and all of the outstanding series of notes
listed in the table below (collectively, the "Notes"), which were
made upon the terms of and subject to the conditions in the offer
to purchase dated March 19, 2021 (the "Offer to Purchase") and the
accompanying notice of guaranteed delivery (the "Notice of
Guaranteed Delivery," and together with the Offer to Purchase, the
"Tender Offer Documents"). The Company's obligation to complete an
Offer with respect to a particular series of Notes was conditioned
on the aggregate Purchase Price Consideration for the Offers
(excluding the applicable Accrued interest), after taking into
account Notes of each series accepted for purchase with a higher
Acceptance Priority Level, not exceeding EUR4,000,000,000 (or the
as-converted equivalent, if applicable, as converted on the basis
set forth in the Offer to Purchase) (the "Cash Cap"), subject to
the provisions set forth in the Offer to Purchase (the "Maximum
Purchase Price Condition").
The offers to purchase with respect to each series of Notes are
referred to herein as the "Offers" and each, an "Offer." The Notes
denominated in U.S. dollars are referred to herein as "Dollar
Notes" and the Notes denominated in Euros are referred to herein as
"Euro Notes." Capitalized terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer
to Purchase.
The Offers expired at 5:00 p.m., New York City time, on March
26, 2021 (the "Expiration Time"). Because the Maximum Purchase
Price Condition has been satisfied with respect to each Offer, all
Notes validly tendered and not validly withdrawn pursuant to the
Offers have been accepted for purchase, and will be paid for, by
the Company. The FX Rate (as defined in the Offer to Purchase) used
for purposes of determining whether the Maximum Purchase Price
Consideration Condition was satisfied for any Offer was determined
at the Price Determination Time (as defined in the Offer to
Purchase) to be $1.1788 per EUR1.00.
The following table sets forth the aggregate principal amount of
Notes validly tendered at or prior to the Expiration Time and not
validly withdrawn, according to information provided by D.F. King
Ltd., the Information and Tender Agent for the Offers:
All
Validly Purchase
Acceptance Principal Amount Principal Tendered Principal Amount Price
Priority Title of Previously Amount Notes Remaining Consideration
Level Security CUSIP / ISIN Outstanding Tendered (1) Accepted? Outstanding (2) (3)
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
3.750% Notes
due January 92857WBH2 /
1 2024 US92857WBH25 $2,000,000,000 $1,229,676,000 Yes $770,324,000 $1,087.07
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
1.750% Notes
due August N/A /
2 2023 XS1372838679 EUR1,250,000,000 EUR370,889,000 Yes EUR879,111,000 EUR1,050.83
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
4.65% Notes
due January N/A /
3 2022 XS0479869744 EUR1,250,000,000 EUR182,563,000 Yes EUR1,067,437,000 EUR1,041.54
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
Floating
Rate Notes
due January 92857WBN9 /
4 2024 US92857WBN92 $1,000,000,000 $511,016,000 Yes $488,984,000 $1,022.00
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
5.375% Notes
due June N/A /
5 2022 XS0304458051 EUR500,000,000 EUR90,384,000 Yes EUR409,616,000 EUR1,069.46
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
0.500% Notes
due January N/A /
6 2024 XS1499604905 EUR750,000,000 EUR218,782,000 Yes EUR531,218,000 EUR1,021.39
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
0.375% Notes
due November N/A /
7 2021 XS1574681620 EUR1,000,000,000 EUR524,760,000 Yes EUR475,240,000 EUR1,005.38
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
1.250% Notes
due August N/A /
8 2021 XS1372838240 EUR751,639,000 EUR145,557,000 Yes EUR606,082,000 EUR1,006.92
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
2.950% Notes
due February 92857WBC3 /
9 2023 US92857WBC38 $897,402,000 $274,485,000 Yes $622,917,000 $1,050.05
----------- ------------- ------------- ----------------- --------------- ---------- ----------------- --------------
2.50% Notes
due
September 92857WAZ3 /
10 2022 US92857WAZ32 $603,476,000 $128,480,000 Yes $474,996,000 $1,032.86
(1) The principal amounts of Notes listed in the table above
include the following aggregate principal amounts of Notes that
were tendered pursuant to the Guaranteed Delivery Procedures, the
acceptance of which remains subject to the valid delivery at or
prior to 5:00 p.m., New York City time, on March 30, 2021 (the
"Guaranteed Delivery Date") of such Notes, pursuant to the terms
and subject to the conditions set forth in the Offer to Purchase:
(i) $39,091,000 aggregate principal amount of the 3.750% Notes due
January 2024, (ii) $1,228,000 aggregate principal amount of the
2.950% Notes due February 2023 and (iii) $464,000 aggregate
principal amount of the 2.50% Notes due September 2022.
(2) The principal amounts of Notes remaining outstanding listed
in the table above assumes that Notes tendered pursuant to the
Guaranteed Delivery Procedures will be validly tendered at or prior
to the Guaranteed Delivery Date and accepted for purchase pursuant
to the Offers.
(3) Per $1,000 or EUR1,000, as applicable, in principal amount
of each series of Notes validly tendered at or prior to the
Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, not validly withdrawn and accepted
for purchase.
In addition to the applicable Purchase Price 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.
In respect of accepted Notes that were 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, March
30, 2021. In respect of accepted Notes that are delivered pursuant
to the Guaranteed Delivery Procedures, the Company expects the
Guaranteed Delivery Settlement Date to occur on the business day
after the Guaranteed Delivery Date, March 31, 2021.
For additional information, please contact the Dealer Managers,
HSBC Bank plc at +1 888 HSBC 4LM (toll free), +1 (212) 525 5552 or
+44 20 7992 6237 (in London), or by email at
liability.management@hsbcib.com, Merrill Lynch International at +1
(888) 292-0070 (toll free), +1 (980) 387-3907 or +44-20-7996-5420
(in London) or by email at dg.lm-emea@bofa.com, to MUFG Securities
EMEA plc at +1 (877) 744-4532 (toll free), +1 (212) 405-7481 or +44
20 7577 4218 (in London) or by email at DCM-LM@int.sc.mufg.jp, to
NatWest Markets Plc at +1 (866) 884-2071 (toll free), +1 (203) 897
6166 or +44 20 7678 5222 (in London) or by email at
liabilitymanagement@natwestmarkets.com and to RBC Capital Markets,
LLC / RBC Europe Limited at +1 (877) 381-2099 (toll free), +1 (212)
618-7843 or +44 20 7029 7063 (in London) or by email at
liability.management@rbccm.com or the Information and Tender Agent,
D.F. King Ltd., at +44 20 7920 9700 (London), +1 (212) 269-5550
(New York City) or +1 (877) 732-3614 (New York City toll-free), or
by email at vodafone@dfkingltd.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.
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.
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 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "EUWA") ("UK MAR"), encompassing information relating to
the Offers described above. For the purposes of UK MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055 as it forms
part of domestic law in the United Kingdom by virtue of the EUWA,
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 Offers 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 Offers 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 Offers.
United Kingdom
The communication of this announcement and the Offer to Purchase
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 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 Offers are not being made, directly or indirectly, and
neither this announcement, the Offer to Purchase nor any other
document or material relating to the Offers has been or shall be
distributed, to the public in the Republic of France other than to
qualified investors (investisseurs qualifiés) within the meaning
ascribed to them in, and in accordance with, Article 2(e) of the
Regulation (EU) 2017/1129. 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 brochure, document
or material related thereto have been, or will be, submitted or
notified to, or approved by, the Belgian Financial Services and
Markets Authority (Autorité des services et marchés
financiers/Autoriteit voor Financiële Diensten en Markten). In
Belgium, the Offers do not constitute public offerings within the
meaning of Articles 3, --1, 1deg and 6 of the Belgian Law of April
1, 2007 on takeover bids (loi relative aux offres publiques
d'acquisition/wet op de openbare overnamebiedingen), as amended or
replaced from time to time. Accordingly, the Offers may not be, and
are not being advertised, and this Offer to Purchase, as well as
any brochure, or any other material or document relating thereto
(including any memorandum, information circular, brochure or any
similar document) may not, have not and will not be distributed,
directly or indirectly, to any person located and/or resident
within Belgium, other than those who qualify as qualified investors
(investisseurs qualifiés/qekwalificeerde beleggers), within the
meaning of Article 2, e), of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC acting on their own account. Accordingly, the
information contained in this Offer to Purchase or in any brochure
or any other document or material relating thereto may not be used
for any other purpose, including for any offering in Belgium,
except as may otherwise be permitted by law, and shall not be
disclosed or distributed 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.
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END
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