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 FINAL RESULTS
OF ANY AND ALL TENDER OFFER FOR ITS 4.125% NOTES DUE MAY
2025
(Newbury, Berkshire - England) -
July 3, 2024 - Vodafone Group Plc ("Vodafone" or the "Company")
announced today the results of its previously announced offer to
purchase for cash any and all of its outstanding 4.125% Notes due
May 2025 (the "Any and All Notes"), which were
made upon the terms of and subject to the conditions in the offer
to purchase dated June 25, 2024 (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"),
including the New Financing Condition.
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 Any and All Tender Offer. As a result, the New Financing Condition has been satisfied
with respect to the Any and All Tender Offer.
The offer to purchase with respect
to the Any and All Notes is referred to herein as the "Any and All
Tender Offer". Capitalised terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer
to Purchase.
The Any and All Tender Offer expired
at 5:00 p.m., New York City time, on July 2, 2024 (the "Any and All
Expiration Time"). In accordance with the terms of the Any and All
Tender Offer, the Company is accepting for purchase any and all of
the Any and All Notes validly tendered and not validly
withdrawn.
The following table sets forth the
aggregate principal amount of Any and All Notes validly tendered at
or prior to the Any and All Expiration Time and not validly
withdrawn, according to information provided by Kroll Issuer
Services Limited, the Information and Tender Agent (the
"Information and Tender Agent") for the Any and All Tender
Offer:
Title of
Security
|
CUSIP /
ISIN
|
Principal Amount Previously
Outstanding
|
Principal Amount
Tendered(1)
|
All Validly Tendered Notes
Accepted?
|
Principal Amount Remaining
Outstanding(2)
|
Any and All Purchase Price
Consideration(3)
|
4.125%
Notes due May 2025
|
92857WBJ8
/ US92857WBJ80
|
$1,500,000,000
|
$766,002,000
|
Yes
|
$733,998,000
|
$989.84
|
(1) The principal amount
of Any and All Notes listed in the table above includes $130,000
aggregate principal amount of Any and All 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 July 5, 2024 (the "Guaranteed Delivery
Date") of such Any and All Notes, pursuant to the terms and subject
to the conditions set forth in the Offer to Purchase.
(2) The principal amount
of Any and All Notes remaining outstanding listed in the table
above assumes that the Any and All 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 Any and All Tender Offer.
(3) Per $1,000 in
principal amount of the Any and All Notes validly tendered and not
validly withdrawn at or prior to the Any and All Expiration Time or
the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and accepted for purchase.
In addition to the Any and All
Purchase Price Consideration, Holders whose Any and All Notes are
accepted for purchase will be paid the Accrued Interest. 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.
In respect of accepted Any and All
Notes that were 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. 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.
For the avoidance of doubt, holders
of the Maximum Tender Offer Notes (as defined in the Offer to
Purchase) may validly tender such Maximum Tender Offer Notes,
subject to the terms and conditions set forth in the Offer to
Purchase, at or prior to the Early Tender Time (as defined in the
Offer to Purchase), being 5:00 p.m., New York City time, on July 9,
2024 and/or at or prior to the Maximum Tender Expiration Time (as
defined in the Offer to Purchase), being 5:00 p.m., New York City
time, on July 24, 2024.
For additional information, please
contact the Dealer Managers, 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. 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 Any and
All Tender Offer is only being made pursuant to the Offer to
Purchase. Holders of the Any and All Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Any and All Tender Offer.
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.
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 Any and All Tender Offer 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 Any and All Tender
Offer, this announcement, the Offer to Purchase or any other
document or material relating to the Any and All Tender Offer 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 Any and All Tender Offer is
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 Any and All Notes that are resident or
located in Italy can tender Notes for purchase in the Any and All
Tender Offer 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 Any and All Notes
and/or the Any and All Tender Offer.
United Kingdom
The communication of this
announcement and the Offer to Purchase and any other documents or
materials relating to the Any and All Tender Offer 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 Any and All Tender Offer 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 Any and All Tender Offer is not
being made, directly or indirectly, and neither this announcement,
the Offer to Purchase nor any other document or material relating
to the Any and All Tender Offer 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 material relating
to the Any and All Tender Offer 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 Any and All Tender Offer 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 Any
and All Tender Offer does 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 Any and All Tender Offer 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 Any and All
Tender Offer is 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 Any and All Notes (and tenders of Any and All Notes in the Any
and All Tender Offer 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 Any and All Tender 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 Any and All Tender Offer 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 Any and All Tender Offer 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 Any and All Notes for purchase
pursuant to the Any and All Tender Offer 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 Any and All Notes for
purchase pursuant to the Any and All Tender Offer, 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.