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
NEWBURY,
England, June 25, 2024 /PRNewswire/ -- Vodafone
Group Plc ("Vodafone" or the "Company") announces the launch of its
offers to purchase for cash in three concurrent, but separate
offers, (i) any and all of its outstanding 4.125% Notes due
May 2025 (the "Any and All Notes"),
of which $1,500,000,000 is
outstanding; (ii) up to $440,000,000
aggregate principal amount of its 6.150% Notes due February 2037 (the "2037 Notes"); and (iii) up to
$730,000,000 aggregate principal
amount of its 4.375% Notes due February
2043 (the "2043 Notes", and together with the 2037 Notes,
the "Maximum Tender Offer Notes", and together with the Any and All
Notes, the "Notes") upon the terms of, and subject to the
conditions in, the offer to purchase dated June 25, 2024 (the "Offer to Purchase") and, in
the case of the Any and All Notes only, the accompanying notice of
guaranteed delivery (the "Notice of Guaranteed Delivery," together
with the Offer to Purchase, the "Tender Offer Documents"),
including the New Financing Condition (as defined below).
Each offer to purchase each series of Notes is referred to
herein as an "Offer" and the offers to purchase the Notes as the
"Offers." The offer to purchase the Any and All Notes is referred
to herein as the "Any and All Tender Offer" and the offers to
purchase the Maximum Tender Offer Notes are referred to herein as
the "Maximum Tender Offers." Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
Holders are advised to read carefully the Tender Offer Documents
for full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Tender Offer Documents, together with any
updates, are available at the following website:
https://deals.is.kroll.com/vodafone-usd.
The following tables set forth certain terms of the Any and All
Tender Offer and the Maximum Tender Offers, respectively:
Title of
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(basis points)
|
4.125% Notes due
May 2025
|
92857WBJ8 /
US92857WBJ80
|
$1,500,000,000
|
4.25% U.S.
Treasury
due May 31,
2025
|
FIT3
|
10
|
Title of
Security
|
CUSIP /
ISIN
|
Outstanding
Principal
Amount
|
Series
Tender Cap(2)
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread (basis
points)
|
Early Tender
Premium(3)
|
6.150% Notes due
February
2037
|
92857WAQ3/
US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
4.375% U.S.
Treasury due
May 15, 2034
|
FIT1
|
100
|
$50
|
4.375% Notes due
February
2043
|
92857WBD1 /
US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
4.625% U.S.
Treasury due
May 15, 2044
|
FIT1
|
80
|
$50
|
(1) The page on Bloomberg from which the Dealer
Managers will quote the bid-side price of the applicable Reference
U.S. Treasury Security.
(2) The offers with respect to the Maximum Tender
Offer Notes are subject to the applicable series tender cap set out
in the table above (each, a "Series Tender Cap") which is
specified as an aggregate principal amount of the relevant series
of Maximum Tender Offer Notes. Vodafone will purchase Maximum
Tender Offer Notes subject to the applicable Series Tender Caps set
forth in the table above. Subject to applicable law, Vodafone
reserves the right, but is under no obligation, to increase,
decrease or eliminate any Series Tender Cap with respect to a
particular series at any time and in its sole discretion. Any such
increase, decrease or elimination could result in Vodafone
purchasing an aggregate principal amount of a series of Maximum
Tender Offer Notes having a greater or lesser aggregate principal
amount than the amounts set out above.
(3) For each $1,000
principal amount of Maximum Tender Offer Notes tendered at or prior
to the Early Tender Time and accepted for purchase. The Maximum
Tender Total Consideration for the Maximum Tender Offer Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase will be calculated in the
manner described herein using the applicable Fixed Spread and is
already inclusive of the Early Tender Premium. For the avoidance of
doubt, the Early Tender Premium is not payable in addition to the
Maximum Tender Total Consideration.
All Notes accepted in the Offers will be cancelled and retired
by the Company.
Purpose of the Offers
The Offers, the Concurrent Euro Tender Offers (as defined below)
and the issuance of the New Notes (as defined below) are being
undertaken to, among other things, proactively manage the Company's
outstanding debt portfolio.
Concurrent Euro Tender Offers
Concurrently with the launch of the Offers, the Company has
commenced cash tender offers to purchase any and all of its
outstanding €1,000,000,000 1.875% Notes due 2025, €1,000,000,000
1.125% Notes due 2025 and €1,750,000,000 2.2% Notes due 2026, of
which a total of €3,750,000,000 is outstanding (the "Concurrent
Euro Tender Offers").
The Concurrent Euro Tender Offers are not being made, and
will not be made, directly or indirectly, in or into the United States or to, or for the account or
benefit of, any U.S. Person (as defined in Regulation S of the U.S.
Securities Act of 1933).
New Financing Condition
The Company is today, June 25,
2024, announcing its intention to issue new U.S.
dollar-denominated notes, subject to market conditions (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 and
absolute determination of the Company) of the issuance of the New
Notes (the "New Financing Condition").
Consideration for the Notes
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition,
Holders of the Any and All Notes who validly tender and do not
validly withdraw the Any and All Notes at or prior to the Any and
All Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, and whose Any and All Notes are
accepted for purchase by the Company, will receive the Any and All
Purchase Price Consideration for each $1,000 principal amount of the Any and All Notes,
which will be payable in cash.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition, and
subject to the applicable Series Tender Cap, Holders who validly
tender and do not validly withdraw the Maximum Tender Offer Notes
at or prior to the Early Tender Time, and whose Maximum Tender
Offer Notes are accepted for purchase by Vodafone, will receive the
Maximum Tender Total Consideration, which already includes the
Early Tender Premium, for each $1,000
principal amount of the Maximum Tender Offer Notes, which will be
payable in cash. Holders who validly tender the Maximum Tender
Offer Notes after the Early Tender Time, and at or prior to the
Maximum Tender Expiration Time whose Maximum Tender Offer Notes are
accepted for purchase by Vodafone, will receive the Late Maximum
Tender Offer Consideration for each $1,000 principal amount of the Maximum Tender
Offer Notes, which will be payable in cash.
The Any and All Purchase Price Consideration or the Maximum
Tender Total Consideration, as applicable, will be calculated at
the applicable Price Determination Time and will be determined in
accordance with standard market practice, as described below, using
the sum of (such sum for each series of Notes, the "Offer
Yield"):
(i) the reference yield, as calculated by the
Dealer Managers in accordance with standard market practice, that
corresponds to the bid-side price of the applicable Reference U.S.
Treasury Security in the table above for the respective series of
Notes appearing at the applicable Price Determination Time on the
Bloomberg Reference Page specified in the table above for the
respective series of Notes (or any other recognized quotation
source selected by Vodafone in consultation with the Dealer
Managers if such quotation report is not available or manifestly
erroneous) (such reference yield, the "Reference Yield"), plus
(ii) the applicable Fixed Spread specified in
the table above for the respective series of Notes.
Subject to the terms and conditions described in the Tender
Offer Documents, the Any and All Purchase Price Consideration for
each $1,000 principal amount of the
Any and All Notes accepted by Vodafone pursuant to the Any and All
Tender Offer will be determined in accordance with standard market
practice as described by the formula set forth in Annex A-1 to the
Offer to Purchase, and will equal (i) the present value on the Any
and All Settlement Date of $1,000
principal amount of such Any and All Notes due on the scheduled
maturity date of such Any and All Notes and all scheduled interest
payments on such Any and All Notes to be made from (but excluding)
the Any and All Settlement Date up to (and including) such
scheduled maturity date, discounted to the Any and All Settlement
Date at a discount rate equal to the applicable Offer Yield, minus
(ii) the Accrued Interest per $1,000
principal amount of the Any and All Notes; with the total amount
being rounded to the nearest cent per $1,000 principal amount of such Notes. The
Early Tender Premium is not applicable to the Any and All Tender
Offer.
Subject to the terms and conditions described in the Tender
Offer Documents, including the Series Tender Caps, the Maximum
Tender Total Consideration for each $1,000 principal amount of the Maximum Tender
Offer Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Time and accepted by Vodafone pursuant to the
Maximum Tender Offers will be determined in accordance with
standard market practice as described by the formula set forth in
Annex A-1 to the Offer to Purchase, and will equal (i) the present
value on the Early Tender Settlement Date of $1,000 principal amount of such Maximum Tender
Offer Notes due on the scheduled maturity date of such Maximum
Tender Offer Notes and all scheduled interest payments on such
Maximum Tender Offer Notes to be made from (but excluding) the
Early Tender Settlement Date up to (and including) such scheduled
maturity date, discounted to the Early Tender Settlement Date at a
discount rate equal to the applicable Offer Yield, minus (ii) the
Accrued Interest per $1,000 principal
amount of such Notes as of the Early Tender Settlement Date; with
the total amount being rounded to the nearest cent per $1,000 principal amount of such Maximum Tender
Offer Notes. The Maximum Tender Total Consideration for the Maximum
Tender Offer Notes, as calculated using the applicable Fixed
Spread, already includes the Early Tender Premium.
Subject to the terms and conditions described in the Tender
Offer Documents, including the Series Tender Caps, the Late Maximum
Tender Offer Consideration payable by Vodafone for each
$1,000 principal amount of the
relevant Maximum Tender Offer Notes validly tendered and accepted
by Vodafone after the Early Tender Time but at or prior to the
Maximum Tender Expiration Time pursuant to the Maximum Tender
Offers will equal the applicable Maximum Tender Total Consideration
minus the Early Tender Premium.
Vodafone will issue a press release specifying the applicable
consideration for each series of Notes as soon as reasonably
practicable after the determination thereof by the Dealer
Managers.
Accrued Interest
In addition to the applicable consideration, Holders whose Notes
are accepted for purchase will be paid the Accrued Interest
thereon. Interest will cease to accrue on the applicable Settlement
Date for all Notes accepted in the Offers. For avoidance of doubt,
interest will cease to accrue on the Any and All Settlement Date
for all Any and All Notes accepted in the Any and All Tender Offer,
including Any and All Notes that are delivered pursuant to the
Guaranteed Delivery Procedures. All Notes accepted in the Offers
will be canceled and retired by Vodafone.
Series Tender Cap
With respect to the Maximum Tender Offers, if the applicable
Series Tender Cap is reached with respect to any series of the
Maximum Tender Offer Notes based upon the aggregate principal
amount of Maximum Tender Offer Notes of a series that are validly
tendered and not validly withdrawn at or prior to the Early Tender
Time, any Notes of such series tendered after the Early Tender Time
will not be accepted. If the applicable Series Tender Cap is not
reached with respect to a series of Maximum Tender Offer Notes
based upon the aggregate principal amount of Maximum Tender Offer
Notes of a series that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time, Maximum Tender
Offer Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Time will be accepted in priority to Maximum
Tender Offer Notes validly tendered after the Early Tender Time and
at or prior to the Maximum Tender Expiration Time, and any Notes of
such series validly tendered after the Early Tender Time and prior
to the Maximum Tender Expiration Time will be subject to the
applicable Series Tender Cap (when also taking into account the
Notes of such series validly tendered and not validly withdrawn at
or prior to the Early Tender Time). If the aggregate principal
amount of the Maximum Tender Offer Notes of a series that are
validly tendered and, in the case of the Early Tender Time, not
validly withdrawn at or prior to the Early Tender Time or the
Maximum Tender Expiration Time, as applicable, exceeds the
applicable Series Tender Cap, the Company will only accept for
purchase Notes of that series such that the aggregate principal
amount of such Maximum Tender Offer Notes does not exceed the
applicable Series Tender Cap. For the avoidance of doubt, Maximum
Tender Offer Notes of a series validly tendered and not validly
withdrawn at or prior to the Early Tender Time will always be
accepted in priority to those validly tendered after the Early
Tender Time.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to
the Any and All Tender Offer:
Date
|
|
Calendar Date
|
|
|
Launch
Date...............................................................................
|
|
June 25,
2024.
|
|
|
Any and All Price
Determination
Time......................................................................
|
|
At or around 11:00
a.m., New York City time, on July 2, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Any and All Withdrawal
Deadline..............................................................................
|
|
5:00 p.m., New York
City time, on July 2, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Any and All Expiration
Time.......................................................................................
|
|
5:00 p.m., New York
City time, on July 2, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Any and All Results
Announcement
Date................................................................
|
|
The first business day
after the Any and All Expiration Time, July 3, 2024.
|
|
|
Guaranteed Delivery
Date.....
|
|
5:00 p.m., New York
City time, on July 5, 2024.
|
|
|
Any and All Settlement
Date..
|
|
In respect of accepted
Any and All Notes that are delivered at or prior to the Any and All
Expiration Time, the Company expects the Any and All Settlement
Date to occur on the third business day after the Any and All
Expiration Time, July 8, 2024.
|
|
|
Guaranteed Delivery
Settlement
Date....................................................................
|
|
In respect of accepted
Any and All 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, July 8, 2024.
|
|
|
Holders of the Notes should note the following
dates relating to the Maximum Tender Offers:
Date
|
|
Calendar Date
|
|
|
Launch Date
......................................................................................
|
|
June 25,
2024.
|
|
|
Early Tender
Time...........................................................................
|
|
5:00 p.m., New York
City time, on July 9, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Maximum Tender
Withdrawal
Deadline...................................................................
|
|
5:00 p.m., New York
City time, on July 9, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Early Results
Announcement
Date............................................................................
|
|
The first business day
after the Early Tender Time, July 10, 2024
|
|
|
Maximum Tender Price
Determination
Time...........................................................
|
|
10:00 a.m., New York
City time, on July 10, 2024, unless extended or earlier terminated
by the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Early Tender Settlement
Date.....................................................................................
|
|
In respect of Maximum
Tender Offer Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase, the Company expects the Early Tender Settlement Date to
occur on the third business day after the Early Tender Time, July
12, 2024.
|
|
|
Maximum Tender
Expiration
Time...........................................................................
|
|
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, subject to
applicable law.
|
|
|
Maximum Tender Results
Announcement Date
|
|
The first business day
after the Maximum Tender Expiration Time, July 25, 2024.
|
|
|
Maximum Tender
Settlement
Date............................................................................
|
|
In respect of Maximum
Tender Offer Notes that are validly tendered after the Early Tender
Time and at or prior to the Maximum Tender Expiration Time and
accepted for purchase, the Company expects the Maximum Tender
Settlement Date to occur on the second business day after the
Maximum Tender Expiration Time, July 26, 2024.
|
|
|
The relevant deadline set by any intermediary or DTC for
participation in the Offers will be earlier than this
deadline.
The acceptance of Notes for purchase is conditional on the
satisfaction of the conditions of the Offers as provided in
"Description of the Offers—Conditions to the Offers" in the Offer
to Purchase, including the New Financing Condition.
The Company has retained Merrill Lynch International
and Santander US Capital Markets LLC as Dealer Managers and
Kroll Issuer Services Limited as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be
directed to the Information and Tender Agent at +44 20 7704 0880
(London) or by email to
vodafone@is.kroll.com, Attention: Owen
Morris. Questions regarding the Offers may be directed to
Merrill Lynch International at +1 (888) 292-0070 (toll free), +1
(980) 387-3907 or +44 207 996 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.
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 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.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, New Notes in the United
States.
The New Notes will be 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 to be 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 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 Offers, this announcement, the Offer to Purchase or
any other document or materials relating to the 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 Offers are 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 Notes that are
resident or 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 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 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 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 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 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 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 Offers
have 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 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 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 Offers may
not be, and is 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 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 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 Offer 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.
Each tendering Holder participating in the 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 Notes for purchase
pursuant to the 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 Notes for purchase pursuant to the
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.
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content:https://www.prnewswire.com/news-releases/vodafone-group-public-limited-company-launches-any-and-all-cash-tender-offer-and-maximum-tender-offers-for-us-dollar-notes-due-2025-2037-and-2043-302181451.html
SOURCE Vodafone Group Plc