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(1) 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 EARLY RESULTS OF ITS CASH TENDER OFFERS FOR UP TO
$440,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.150% NOTES DUE
FEBRUARY 2037 AND UP TO $730,000,000 AGGREGATE PRINCIPAL AMOUNT OF
ITS 4.375% NOTES DUE FEBRUARY 2043
(Newbury, Berkshire - England) -
July 10, 2024 - Vodafone Group Plc ("Vodafone" or the "Company")
announces the early results of its previously announced cash tender
offers to purchase (i) up to $440,000,000 aggregate principal
amount of its outstanding 6.150% Notes due February 2037 (the "2037
Notes") and (ii) up to $730,000,000 aggregate principal amount of
its outstanding 4.375% Notes due February 2043 (the "2043 Notes"
and, together with the 2037 Notes, the "Maximum Tender Offer
Notes") upon the terms of, and subject to the conditions in, the
offer to purchase dated June 25, 2024 (the "Offer to
Purchase").
On June 28, 2024, the Company closed
the offering of $2,000,000,000 5.750% Notes due 2054 and
$1,000,000,000 5.875% Notes due 2064 (together, the "New Notes").
The proceeds from the issuance of the New Notes, together with
existing cash balances, are expected to fund the Maximum Tender
Offers. As a result, the New Financing Condition has been satisfied
with respect to the Maximum Tender Offers.
The offers to purchase for cash the
Maximum Tender Offer Notes are referred to herein as the "Maximum
Tender Offers". Capitalized terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer
to Purchase.
The following table sets forth the
aggregate principal amount of Maximum Tender Offer Notes validly
tendered and not validly withdrawn in the Maximum Tender Offers at
or prior to the Early Tender Time (as defined below), as reported
by the Information and Tender Agent:
Title of
Security
|
CUSIP /
ISIN
|
Outstanding Principal
Amount
|
Series Tender
Cap(1)
|
Aggregate Principal Amount
Tendered
|
Aggregate Principal Amount
Accepted
|
Proration
Factor
|
6.150%
Notes due February 2037
|
92857WAQ3/ US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
$682,146,000
|
$440,000,000
|
64.56%
|
4.375%
Notes due February 2043
|
92857WBD1
/ US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
$638,723,000
|
$638,723,000
|
N/A
|
(1) The Maximum Tender
Offers are subject to the applicable series tender cap set out
above (each a "Series Tender Cap"), which is specified as an
aggregate principal amount of the relevant series of Maximum Tender
Offer Notes. The Company will purchase Maximum Tender Offer Notes
subject to the applicable Series Tender Caps set forth in the table
above.
The early tender deadline for the
Maximum Tender Offers was 5:00 p.m., New York City time, on July 9,
2024 (the "Early Tender Time").
In respect of accepted Maximum
Tender Offer Notes that were delivered at or prior to the Early
Tender Time, the Company expects the Early Tender Settlement Date
to occur on the third business day after the Early Tender Time,
July 12, 2024.
Holders that validly tendered and
did not validly withdraw their Maximum Tender Offer Notes at or
prior to the Early Tender Time and whose Maximum Tender Offer Notes
are accepted for purchase will receive the Maximum Tender Total
Consideration, together with an amount equal to the Accrued
Interest thereon. The Maximum Tender Total Consideration will be
calculated at or around 10:00 a.m., New York City time, on July 10,
2024 (the "Maximum Tender Price Determination Time") in accordance
with standard market practice and as described in the Offer to
Purchase. When calculated in this manner, the Maximum Tender Total
Consideration already includes the Early Tender Premium.
Because the aggregate principal
amount of 2037 Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Time has an aggregate principal amount
that exceeds the Series Tender Cap, the Company has accepted 2037
Notes for purchase on a prorated basis as described in the Offer to
Purchase.
Because the Series Tender Cap has
been reached with respect to the 2037 Notes based upon the
aggregate principal amount of 2037 Notes tendered as of the Early
Tender Time, 2037 Notes tendered after the Early Tender Time will
not be accepted.
Holders who have not yet tendered
their 2043 Notes have until 5:00 p.m., New York City time, on July
24, 2024, unless extended or earlier terminated by the Company in
its sole and absolute discretion (such date and time, including as
extended or earlier terminated, the "Maximum Tender Expiration
Time") to tender their 2043 Notes. Holders of 2043 Notes who
validly tender their 2043 Notes after the Early Tender Time and at
or prior to the Maximum Tender Expiration Time in the manner
described in the Offer to Purchase will not be eligible to receive
the Early Tender Premium and will therefore only be eligible to
receive the applicable Maximum Tender Total Consideration minus the
Early Tender Premium (the "Late Maximum Tender Offer
Consideration"), together with an amount equal to the Accrued
Interest thereon.
In addition to the Maximum Tender
Total Consideration and Late Maximum Tender Offer Consideration, as
applicable, Holders whose Maximum Tender Offer Notes are accepted
for purchase will be paid the Accrued Interest thereon. Interest
will cease to accrue on the applicable Settlement Date for all
Maximum Tender Offer Notes accepted in the Maximum Tender
Offers.
Vodafone will issue a press release
specifying the applicable Maximum Tender Total Consideration and
Late Maximum Tender Offer Consideration for each series of Maximum
Tender Offer Notes as soon as reasonably practicable after the
Maximum Tender Price Determination Time.
For additional information, please
contact the Dealer Managers, 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@bofa.com and to Santander US
Capital Markets LLC at +1 (855) 404-3636 (toll free) or +1 (212)
350-0660 or by email to AmericasLM@santander.us. or the Information
and Tender Agent, Kroll Issuer Services Limited at +44 20 7704 0880
or by email to vodafone@is.kroll.com, Attention: Owen
Morris.
This announcement is for
informational purposes only and does not constitute an offer to
buy, or a solicitation of an offer to sell, 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 Maximum
Tender Offers are only being made pursuant to the Offer to
Purchase. Holders of the Maximum Tender Offer Notes are urged to
carefully read the Offer to Purchase before making any decision
with respect to the Maximum Tender Offers.
The New Notes were issued pursuant
to a registration statement (File No. 333-273441) filed on Form
F-3ASR with the United States Securities and Exchange Commission.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the prospectus
dated July 26, 2023, as supplemented by the prospectus supplement
dated June 25, 2024 (together, the "Company Prospectus"), and no
reliance is to be placed on any representations other than those
contained in the Company Prospectus.
The distribution of this
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(1) 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 Maximum Tender 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
Maaike de Bie, Group General Counsel and Company Secretary of
Vodafone.
Offer and Distribution Restrictions
Italy
None of the Maximum Tender Offers,
this announcement, the Offer to Purchase or any other document or
material relating to the Maximum Tender Offers has 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.
The Maximum Tender Offers are each being carried out in the
Republic of Italy ("Italy") as an exempt offer pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May
14, 1999, as amended. Holders or beneficial owners of the Maximum
Tender Offer Notes that are resident or located in Italy can tender
Maximum Tender Offer Notes for purchase in the Maximum Tender
Offers through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of February 15, 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with any other applicable laws and
regulations and with any 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 Maximum Tender Offer
Notes and/or the Maximum Tender Offers.
United Kingdom
The communication of this
announcement and the Offer to Purchase and any other documents or
materials relating to the Maximum Tender Offers is not being made
by 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 ("FSMA 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 is exempt from the
restriction on financial promotions under section 21(1) of the FSMA
on the basis that it is only directed at and may only be
communicated to: (1) persons who are outside of the United Kingdom;
(2) investment professionals falling within the definition
contained in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order");(3) those persons who are existing members or creditors of
the Company or other persons falling within Article 43(2) of the
Financial Promotion Order; or (4) any other persons to whom such
documents and/or materials may lawfully be communicated in
accordance with the Financial Promotion Order (all such persons
together referred to as "relevant persons"). This announcement, the
Offer to Purchase and any other documents or materials relating to
the Maximum Tender Offers are only available to relevant persons.
Any person who is not a relevant person should not act or rely on
this document or any of its contents.
France
The Maximum Tender 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 Maximum Tender Offers has been or shall be distributed, to
the public in the Republic of France other than to qualified
investors as defined in Article 2(e) of the Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Neither this announcement,
the Offer to Purchase nor any other document or materials relating
to the Maximum Tender Offers has been or will be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
Neither this announcement, the Offer
to Purchase nor any other brochure, documents or materials relating
to the Maximum Tender Offers has been, or will be, submitted or
notified to, or approved or recognized by, the Belgian Financial
Services and Markets Authority ("Autorité des services et marchés
financiers"/"Autoriteit voor Financiële Diensten en
Markten"). In Belgium, the Maximum Tender Offers do not
constitute a public offering within the meaning of Articles 3, §1,
1 and 6, §1 of the Belgian Law of April 1, 2007 on public takeover
bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the Maximum
Tender Offers may not be, and are not being advertised, and this
announcement, the 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, has not and will not be distributed or made available,
directly or indirectly, to any person located and/or resident
within Belgium, other than to "qualified investors" ("investisseurs qualifiés"/"qekwalificeerde
belegge"), within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the Maximum Tender Offers are made only to
qualified investors, as this term is defined above. Accordingly,
the information contained in this announcement, the Offer to
Purchase or in any brochure or any other document or material
relating thereto may not be used for any other purpose or 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
the Maximum Tender Offer Notes (and tenders of Maximum Tender Offer
Notes in the Maximum Tender 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 Maximum Tender
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 Maximum
Tender 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.
Each tendering Holder participating
in the Maximum Tender Offers will be deemed to give certain
representations in respect of the jurisdictions referred to above
and generally as set out in the section titled "Description of the Offers-Procedures for
Tendering Notes-Other Matters" in the Offer to Purchase. Any
tender of the Maximum Tender Offer Notes for purchase pursuant to
the Maximum Tender Offers from a Holder that is unable to make
these representations will not be accepted. Each of the Company,
the Dealer Managers and the Information and Tender Agent reserves
the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Maximum Tender Offer Notes for purchase
pursuant to the Maximum Tender Offers, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
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
recognised 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 realised, 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
materialise, 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.