TIDMVOD
RNS Number : 9058H
Vodafone Group Plc
29 November 2022
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
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CASH TER OFFER
FOR UP TO $2,300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF ITS
4.375% NOTES DUE MAY 2028
(Newbury, Berkshire - England) - November 29, 2022 - Vodafone
Group Plc ("Vodafone" or the "Company") announces the launch of its
offer to purchase for cash (the "Offer") up to $2,300,000,000 in
aggregate principal amount (the "Aggregate Offer Limit") of its
outstanding 4.375% Notes due May 2028 (the "Notes") upon the terms
of, and subject to the conditions set forth in, the offer to
purchase dated November 29, 2022 (the "Offer to Purchase"),
including the successful completion by the Company of the New
Financing Condition (as defined below).
The Offer will expire at 5:00 p.m., New York City time, on
December 28, 2022, 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 "Expiration
Time"). Holders of Notes who validly tender and do not validly
withdraw their Notes at or prior to 11:59 P.M., New York City time,
on December 12, 2022, 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 "Early Tender
Time"), will be eligible to receive the Total Consideration (as
defined below), which includes an Early Tender Premium of $30 per
$1,000 principal amount of the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time and accepted
for purchase pursuant to the Offer (the "Early Tender Premium")
plus Accrued Interest (as defined below). Holders of Notes who
validly tender Notes after the Early Tender Time but at or prior to
the Expiration Time in the manner described herein will not be
eligible to receive the Early Tender Premium and will therefore
only be eligible to receive the Purchase Price Consideration (as
defined below), plus Accrued Interest (as defined below). Notes
that have been validly tendered pursuant to the Offer to Purchase
may be validly withdrawn at or prior to 11:59 P.M., New York City
time, on December 12, 2022, which may be extended by the Company in
its sole and absolute discretion (such date and time, including as
extended, the "Withdrawal Deadline"), but not thereafter, except as
described in the Offer to Purchase or as required by applicable
law.
If the Aggregate Offer Limit is reached with respect to Notes
tendered at or prior to the Early Tender Time, any Notes tendered
after the Early Tender Time will not be accepted. If the aggregate
principal amount of all Notes that are validly tendered and not
withdrawn at or prior to the Withdrawal Deadline exceeds the
Aggregate Offer Limit, the Company will only accept for purchase a
number of Notes such that the aggregate principal amount of such
Notes does not exceed the Aggregate Offer Limit. In such event,
such tendered Notes will be subject to proration, as described in
the Offer to Purchase.
Capitalized 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 Offer to Purchase for
full details of, and information on the procedures for
participating in, the Offer. All documentation relating to the
Offer, including the Offer to Purchase, together with any updates,
are available at the following website:
https://sites.dfkingltd.com/vodafone.
The following table sets forth certain terms of the Offer:
Outstanding
Title of Principal Aggregate Purchase Price Early Tender Total
Security CUSIP / ISIN Amount Offer Limit Consideration(1) Premium(2) Consideration(3)
-------------- -------------- --------------- --------------- ----------------- -------------- -----------------
4.375% Notes 92857W BK5 /
due May 2028 US92857WBK53 $3,000,000,000 $2,300,000,000 $970 (4) $30 (4) $1,000 (4)
(1) For each $1,000 principal amount of Notes tendered at or
prior to the Expiration Time and accepted for purchase.
(2) For each $1,000 principal amount of Notes tendered at or
prior to the Early Tender Time and accepted for purchase.
(3) The Total Consideration equals the sum of the Purchase Price
Consideration and the Early Tender Premium.
(4) Does not include Accrued Interest (as defined below), which
will also be paid in addition to the Purchase Price Consideration
or the Total Consideration, as applicable.
Purpose of the Offer
The Offer and issuance of the New Notes (as defined below) are
being undertaken to optimize and extend the average maturity of the
Company's debt.
Consideration for the Notes
Purchase Price Consideration
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, including the New Financing Condition and
subject to the Aggregate Offer Limit, Holders who validly tender
their Notes at or prior to the Expiration Time and whose Notes are
accepted for purchase by the Company, will receive the Purchase
Price Consideration of $970 for each $1,000 principal amount of
such Notes, which will be payable in cash (the "Purchase Price
Consideration").
Early Tender Premium
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, including the New Financing Condition and
subject to the Aggregate Offer Limit, Holders who validly tender
and do not validly withdraw their Notes at or prior to the Early
Tender Time and whose Notes are accepted for purchase by the
Company, will receive the Early Tender Premium of $30 for each
$1,000 principal amount of such Notes in addition to the Purchase
Price Consideration for each $1,000 principal amount of such Notes,
which will be payable in cash.
Total Consideration
The Total Consideration for each $1,000 principal amount of the
Notes validly tendered at or prior to the Early Tender Time (and
not validly withdrawn) and accepted for purchase by the Company
pursuant to the Offer will be $1,000, being the Purchase Price
Consideration plus the Early Tender Premium (the "Total
Consideration").
All Notes accepted in the Offer will be cancelled and retired by
the Company.
Accrued Interest
In addition to the Purchase Price Consideration or the Total
Consideration, as applicable, Holders whose Notes are accepted for
purchase will be paid the applicable Accrued Interest. Interest
will cease to accrue on the Early Settlement Date or the Final
Settlement Date, as applicable, for all Notes accepted in the
Offer.
New Financing Condition
Today the Company announced its intention to issue new
sterling-denominated notes (the "New Sterling Notes").
Concurrently, Vodafone International Financing DAC, an indirect
wholly owned subsidiary of the Company, announced its intention to
issue new euro-denominated notes to be unconditionally and
irrevocably guaranteed by the Company (the "New Euro Notes" and,
together with the New Sterling Notes, the "New Notes"). Whether the
Company will accept for purchase any Notes validly tendered in the
Offer and complete the Offer is subject, without limitation, to the
successful completion (in the sole and absolute determination of
the Company) of the issue of the New Notes (the "New Financing
Condition").
Aggregate Offer Limit
Notes validly tendered and not withdrawn at or prior to the
Early Tender Time will be subject to the Aggregate Offer Limit.
If the Aggregate Offer Limit is reached with respect to Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time, any Notes tendered after the Early Tender Time will
not be accepted.
If the Aggregate Offer Limit is not reached with respect to
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Time, any Notes validly tendered after the Early
Tender Time and prior to the Expiration Time will be subject to the
Aggregate Offer Limit (when also taking into account the Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time).
If the aggregate principal amount of all Notes that are validly
tendered and not validly withdrawn at or prior to the Early Tender
Time or the Expiration Time, as applicable, exceeds the Aggregate
Offer Limit (i.e., $2,300,000,000), the Company will only accept
for purchase a number of Notes such that the aggregate principal
amount of such Notes does not exceed the Aggregate Offer Limit. For
avoidance of doubt, Notes validly tendered and not withdrawn prior
to the Early Tender Time will always be accepted in priority to
those validly tendered after the Early Tender Time.
The relevant deadline set by any intermediary or The Depository
Trust Company for the submission of tender instructions will be
earlier than this deadline.
The results of the Offer as at the Early Tender Time are
expected to be announced on December 13, 2022 and the results of
the Offer as at the Expiration Time are expected to be announced on
December 29, 2022. The acceptance of Notes for purchase is
conditional on the satisfaction of the conditions of the Offer as
provided in "Description of the Offer-Conditions to the Offer,"
including the New Financing Condition and subject to the Aggregate
Offer Limit. With respect to Notes validly tendered and not
validity withdrawn and accepted for purchase by the Company at or
prior to the Early Tender Time, the Holders thereof will receive
payment of the Total Consideration for such accepted Notes on the
Early Settlement Date, which the Company expects to be the second
business day after the Early Tender Time. With respect to Notes
validly tendered and accepted for purchase by the Company after the
Early Tender Time but at or prior to the Expiration Time, the
Holders thereof will receive payment of the Purchase Price
Consideration for such accepted Notes on the Final Settlement Date,
which the Company expects to be the second business day after the
Expiration Time.
The Company has retained Merrill Lynch International, NatWest
Markets Securities Inc. and RBC Capital Markets, LLC as Dealer
Managers and D.F. King as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offer.
Questions regarding procedures for tendering Notes may be
directed to D.F. King 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 to vodafone@dfkingltd.com . Questions
regarding the Offer may be directed to 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, to
NatWest Markets Securities Inc. at +1 (800) 231-5380 (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 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.
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 Offer 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 Offer.
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 mentioned
herein have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act"). The New Notes
may not be offered or sold in the United States or to, or for the
account or benefit of, US persons (as such term is defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offer of securities in the United States.
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.
Offer and Distribution Restrictions
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other document or materials relating to the 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 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 Offer through authorized 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 15 February 2018, 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, the Bank of
Italy 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 Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been
approved by an authorized 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 Offer is not being made, directly or indirectly, and none of
this announcement, the Offer to Purchase or any other document or
material relating to the Offer 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 this announcement, the Offer to Purchase nor any other
brochure, document or material related thereto has 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 Offer does not constitute a public offering within the
meaning of Articles 3, --1, 1 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) (the "Belgian
Takeover Law"), as amended or replaced from time to time.
Accordingly, the Offer may not be, and is not being advertised, and
this announcement, 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, directly or indirectly, to any person
located and/or resident within Belgium, other than (i) 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; and (ii) in any circumstances set out in Article
6, --4 of the Belgian Takeover Law. 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, 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
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 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 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 Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to below and generally as set out in the section titled
"Description of the Offer-Procedures for Tendering Notes-Other
Matters" in the Offer to Purchase. Any tender of Notes for purchase
pursuant to the 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 Notes for purchase pursuant to the 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 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
MSCFEWSWUEESEDF
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