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 (A) ARTICLE 7(1) OF UK MAR IN SO
FAR AS IT RELATES TO NOTES ISSUED BY VODAFONE (EACH AS DEFINED
BELOW) AND (B) ARTICLE 7(1) OF MAR IN SO FAR AS IT RELATES TO NOTES
ISSUED BY VIFD (EACH AS DEFINED HEREIN)
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES
PRICING OF ITS CAPPED TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND
EURO DENOMINATED NOTES DUE 2028 TO 2031
(Newbury, Berkshire - England) -
August 12, 2024 - Vodafone Group Plc
("Vodafone" or the "Company") announced today the pricing of its
previously announced offers to purchase for cash the outstanding
notes of the series described in the table below (the "Notes") upon
the terms of, and subject to the conditions in, the offer to
purchase dated July 29, 2024 (the "Offer to Purchase"), including
the Financing Condition.
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." Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
Upon the terms and subject to the
conditions set forth in the Offer to Purchase, the Total
Consideration and Late Tender Offer Consideration (as defined in
the Offer to Purchase) for the Notes are set forth in the following
table:
|
Title of
Security
|
|
CUSIP/ISIN /
Common
Code
|
|
Principal
Amount Outstanding
|
|
Reference
Security
|
|
Bloomberg
Reference Page/Screen
|
|
Reference
Yield
|
|
Fixed Spread (basis
points)
|
|
Acceptance Priority
Level
|
|
Total Consideration(5)
(6)
|
|
Late Tender Offer
Consideration(5) (7)
|
|
Pool 1 Notes - Offers subject
to the Pool 1 Maximum Tender Amount of
€660,000,000(1)
|
|
4.375%
Notes due May 2028 (the
"2028
Notes")
|
|
92857WBK5
/ US92857WBK53 /
N/A
|
|
$900,504,000
|
|
4.375%
U.S. Treasury due July
15,
2027
|
|
FIT1
|
|
3.866%
|
|
30
|
|
1
|
|
$1,007.21
|
|
$957.21
|
|
3.25%
Notes due March 2029 with a First Par Call Date of December 2, 2028
(the "March 2029 Notes")(2)
|
|
N/A /
XS2560495462 /
1256049546
|
|
€650,000,000
|
|
March
2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU
<GO>(4)
|
|
2.494%
|
|
15
|
|
2
|
|
€1,024.30
|
|
€974.30
|
|
Pool 2 Notes - Offers subject
to the Pool 2 Maximum Tender Amount of
€400,000,000(1)
|
|
1.875%
Notes due November 2029
(the
"November
2029
Notes")
|
|
N/A /
XS1721422068 /
172142206
|
|
€750,000,000
|
|
November
2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU <GO>(4)
|
|
2.474%
|
|
15
|
|
1
|
|
€963.55
|
|
€913.55
|
|
7.875%
Notes due February 2030 (the "2030 Notes")(3)
|
|
92857TAH0
/
US92857TAH05 /
N/A
|
|
$744,400,000(3)
|
|
4.25%
U.S. Treasury due June
30,
2029
|
|
FIT1
|
|
3.781%
|
|
55
|
|
2
|
|
$1,171.88
|
|
$1,121.88
|
|
Pool 3 Notes - Offers subject
to the Pool 3 Maximum Tender Amount of
€290,000,000(1)
|
|
1.60%
Notes due July 2031 (the
"2031
Notes")
|
|
N/A /
XS1463101680 /
146310168
|
|
€1,150,000,000
|
|
2031
Notes Interpolated Mid-Swap Rate
|
|
IRSB EU
<GO>(4)
|
|
2.469%
|
|
30
|
|
N/A
|
|
€926.94
|
|
€876.94
|
|
Notes:
|
|
|
(1) The Offers
are subject to the applicable Pool Maximum Tender Amounts and
Acceptance Priority Levels, as applicable. Pool Maximum Tender
Amounts represent the maximum aggregate principal amount that may
be purchased among the relevant series of Notes within the relevant
Pool. Pool Maximum Tender Amounts may be increased or decreased at
the Company's sole and absolute discretion.
|
|
(2) Issued by
Vodafone International Financing DAC ("VIFD"), an indirectly wholly
owned subsidiary of the Company. The terms and conditions of the
March 2029 Notes provide for an optional call at par (together with
any Accrued Interest (as defined herein) up to (but excluding) the
redemption date) at the VIFD's option on any date from (and
including) December 2, 2028 ("First Par Call Date") to (but
excluding) March 2, 2029.
(3) Only the
2030 Notes issued pursuant to the CUSIP/ISIN shown are subject to
the relevant Offer. The principal amount outstanding shows only
amounts held under the relevant CUSIP/ISIN.
(4) Pricing
Source: BGN.
(5) The Total
Consideration and Late Tender Offer Consideration in respect of
each series of the Notes were calculated at or around 10:00 a.m.,
New York City time, today (the "Price Determination Time") in
accordance with standard market practice, as described in the Offer
to Purchase.
(6) For each
$1,000 principal amount of Notes validly tendered at or prior to
5:00 p.m., New York City time, on August 9, 2024 (the "Early Tender
Time"), not validly withdrawn and accepted for purchase. The
amounts shown already include the Early Tender Premium.
(7) For each
$1,000 principal amount of Notes validly tendered after the Early
Tender Time and at or prior to the Expiration Date (as defined
below), and accepted for purchase.
|
Results of the Offers at the Early Tender Time were
announced on August 12, 2024. Because the aggregate principal
amount of Pool 2 Notes and Pool 3 Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time exceeded the
applicable Pool Maximum Tender Amount, Pool 2 Notes and Pool 3
Notes will be accepted by the Company in accordance with the
applicable Pool Maximum Tender Amount and, where applicable, the
Acceptance Priority Levels and, in respect of the 2030 Notes and
2031 Notes, on a prorated basis as described in the Offer to
Purchase. All Pool 1 Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time shall be accepted,
without proration.
Subject to the terms and conditions of the Offers,
Holders that validly tendered and did not validly withdraw their
Notes at or prior to the Early Tender Time and whose Notes are
accepted for purchase by the Company will be eligible to receive
the applicable Total Consideration, which is inclusive of the Early
Tender Premium, together with an amount equal to the Accrued
Interest. The Company expects the Early Settlement Date to occur on
the third business day after the Early Tender Time, August 14,
2024.
The amount of a series of Notes that will be
purchased in the Offers on the Early Settlement Date is based on
the Acceptance Priority Levels set forth in the table above. As a
result, all Pool 1 Notes and Pool 2 Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time having a
higher Acceptance Priority Level (with 1 being higher) will be
accepted before any tendered Notes within such Pool having a lower
Acceptance Priority Level (with 2 being lower).
The Offers for the Pool 1
Notes will expire at 5:00 p.m., New York City
time, on August 26, 2024 (such date and time, as the same may be
extended, the "Expiration Date"). Holders that validly tender
their Pool 1 Notes after the Early Tender
Time and at or prior to the Expiration Date and whose Notes are
accepted for purchase will be eligible to receive the applicable
Late Tender Offer Consideration, together with an amount equal to
Accrued Interest thereon. Because the applicable Pool
Maximum Tender Amount has been reached with respect to the Pool 2
Notes and Pool 3 Notes as of the Early Tender Time, Pool 2 Notes
and Pool 3 Notes validly tendered after the Early Tender Time will
not be accepted.
The "Final Tender Results Announcement Date" is
expected to be August 27, 2024, unless the Offers are extended. In
respect of Notes that are validly tendered after the Early Tender
Time and at or prior to the Expiration Date and accepted for
purchase, the Company expects the Final Settlement Date to occur on
the second business day after the Expiration Date, August 28,
2024.
On August 1, 2024, VIFD, an indirect
wholly owned subsidiary of the Company, closed the offering of
€600,000,000 3.375% Notes due 2033 (the "New Notes"). The proceeds
from the issuance of the New Notes, together with existing cash
balances, are expected to fund the Offers. As a result, the
Financing Condition has been satisfied with respect to the
Offers.
In addition to the applicable Total Consideration and
applicable Late Tender Offer Consideration, as applicable, 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.
The consummation of the Offers and the Company's
obligation to accept and pay for the Notes validly tendered (and
not validly withdrawn) pursuant to the Offers are subject to the
satisfaction or waiver of certain conditions described in the Offer
to Purchase and subject to the applicable Pool Maximum Tender
Amount. The Company reserves the right, subject to applicable law,
to amend or waive any and all conditions to the Offers.
The purchase price for the Dollar
Notes and the Euro Notes will be paid in U.S. Dollars and Euro,
respectively. To determine whether the relevant Pool Maximum Tender
Amount has been reached, the aggregate principal amount of the
Dollar Notes validly tendered will be converted into Euro using a
conversion rate of $1:€0.9204, which was the exchange rate as of
10:00 a.m. (New York City time) on July 26, 2024 as displayed on
the BFIX screen on Bloomberg.
Holders of Notes are advised to check with any intermediary
(as defined in the Offer to Purchase) through which they hold Notes
as to when such intermediary would need to receive instructions
from a beneficial owner in order for that beneficial owner to be
able to participate in, or (in the circumstances in which
revocation is permitted) revoke their instruction to participate in
the Offers before the deadlines specified herein and in the Offer
to Purchase. The deadlines set by any such intermediary and the
applicable Clearing System for participation in the Offers may be
earlier than the relevant deadlines specified herein and in the
Offer to Purchase.
The Company has retained Merrill
Lynch International and NatWest Markets Plc 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 the Notes may be directed to the Information and Tender
Agent at +44 20 7704 0880 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 NatWest Markets Plc at +1 (800)
231-5830 (toll free) or + 44 20 7678 5222 (in London) or by email
to liabilitymanagement@natwestmarkets.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 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 are not being, and
will not be, offered or sold in the United States. Nothing in this
announcement constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the "Securities Act"). The New Notes have not
been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
This announcement is being made by
each of Vodafone Group Plc and Vodafone
International Financing DAC and contains information that qualified
or may have qualified as inside information for the purposes of (a)
Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR")
as it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MAR") in
so far as it relates to Notes issued by Vodafone and (b) Article 7
of MAR in so far as it relates to Notes issued by VIFD,
encompassing information relating to the Offers described above.
For the purposes of (a) in respect of Vodafone, 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,
and (b) in respect of VIFD, MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, 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 documents 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 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 none of this announcement, the Offer to
Purchase or 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").
None of this announcement, the Offer to Purchase or 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 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, have 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 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.
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.
