Vodafone Group Plc announces Euro Tender
Offers
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED
STATES") OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
25
June 2024
Vodafone Group Plc (the
"Company")
announces today invitations to holders of (a) its outstanding
€1,000,000,000 1.875 per cent. Notes due 11 September 2025 (ISIN:
XS1109802568), (b) its outstanding €1,000,000,000 1.125 per cent.
Notes due 20 November 2025 (ISIN: XS1721423462) and (c) its
outstanding €1,750,000,000 2.200 per cent. Notes due 25 August 2026
(ISIN: XS1372839214) (together, the "Notes") to tender any and all of their
Notes for purchase by the Company for cash (each such invitation,
an "Offer" and together,
the "Offers"). The Offers
are being made on the terms and subject to the conditions
(including, without limitation, the New Financing Condition (as
defined below)) contained in the tender offer memorandum dated 25
June 2024 (the "Tender Offer
Memorandum") prepared by the Company in respect of the
Offers, and are subject to the offer and distribution restrictions
set out below and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer
Memorandum are (subject to offer and
distribution restrictions) available from
the Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary of the Offers
Description of the
Notes
|
ISIN/Common
Code
|
Outstanding aggregate
principal amount
|
Reference
Rate
|
Purchase
Spread1
|
Amount subject to the
Offers
|
€1,000,000,000 1.875 per cent. Notes due 11 September
20252
|
XS1109802568 / 110980256
|
€1,000,000,000
|
September
2025 Interpolated Mid-Swap Rate
|
0
bps
|
Any and
all
|
€1,000,000,000 1.125 per cent. Notes due 20 November
2025
|
XS1721423462 / 172142346
|
€1,000,000,000
|
November
2025 Interpolated Mid-Swap Rate
|
0
bps
|
€1,750,000,000 2.200 per cent. Notes due 25 August
2026
|
XS1372839214 / 137283921
|
€1,750,000,000
|
August
2026 Interpolated Mid-Swap Rate
|
0
bps
|
1. See the section headed
"The Offers - Purchase Prices and
Accrued Interest" in the Tender Offer Memorandum. In
addition to the relevant Purchase Price (which shall be calculated
with reference to the applicable Purchase Yield and the relevant
Reference Rate), the Company will also pay to holders of the Notes
(whose Notes are accepted for purchase by the Company pursuant to
the Offers) the relevant Accrued Interest Payment on the Settlement
Date (each as defined herein).
2. The terms and conditions of the
September 2025 Notes (as defined below) provide for an optional
call at par (together with any accrued and unpaid interest up to
(but excluding) the redemption date) at the Company's option on any
date from (and including) 11 June 2025 to (but excluding) 11
September 2025.
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Rationale for the Offers
The purpose of the Offers, the
Concurrent US Tender Offers (as defined below) and the proposed
issuance of the New Shelf Notes (as defined below) is, among other
things, to proactively manage the Company's outstanding debt
portfolio.
Notes purchased in the Offers will
be cancelled.
Concurrent US Tender Offers
The Company has today separately
launched, concurrently with the launch of the Offers, a cash tender
offer for (a) any and all of its outstanding 4.125 per cent. Notes
due May 2025 (ISIN: US92857WBJ80), (b) up to U.S.$440,000,000
aggregate principal amount of its outstanding 6.150 per cent. Notes
due February 2037 (ISIN: US92857WAQ33) and (c) up to
U.S.$730,000,000 aggregate principal amount of its outstanding
4.375% Notes due February 2043 (ISIN: US92857WBD11) (together, the
"Concurrent US Tender
Offers") upon the terms and subject to the conditions set
forth in the offer to purchase dated 25 June 2024 (the
"Offer to Purchase").
Neither the Tender Offer Memorandum nor the Offers constitute an
offer to purchase any notes in the Concurrent US Tender Offers.
Such Concurrent US Tender Offers will solely be based on the
separate Offer to Purchase and not on the Tender Offer
Memorandum.
Amount subject to the Offers
The Company intends to accept for
purchase any and all Notes validly tendered pursuant to the
relevant Offer in respect of the Notes on the terms and conditions
contained in the Tender Offer Memorandum; however, until the
Company announces the results of such Offer, no assurance can be
given that any tenders will be accepted. The acceptance of any
Notes for purchase is at the sole and absolute discretion of the
Company and the Company reserves the sole and absolute right not to
accept any Notes for purchase. No scaling will be applied to Tender
Instructions that are accepted pursuant to the Offers.
New
Financing Condition
The Company is today, 25 June 2024,
announcing its intention to issue new U.S. dollar-denominated notes
pursuant to a registration statement (File No. 333-273441) filed on
Form F-3ASR with the United States Securities and Exchange
Commission (the "New Shelf
Notes"), subject to market conditions. Whether the Company
will accept for purchase any Notes validly tendered in the Offers
and complete the Offers or any of them is subject, without
limitation, to the successful completion (in the sole and absolute
discretion of the Company) of the issue of the New Shelf Notes (the
"New Financing Condition")
unless such condition is waived in the sole and absolute discretion
of the Company.
Even if the New Financing Condition
is satisfied, or waived (in the sole and absolute discretion of the
Company), the Company is under no obligation to accept for purchase
any Notes validly tendered pursuant to an Offer or the Offers. The
acceptance for purchase by the Company of Notes validly tendered
pursuant to the Offers is at the sole and absolute discretion of
the Company, and tenders may be rejected by the Company for any
reason.
As
set out above, the New Shelf 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 Shelf Notes should be made
solely on the basis of the information contained in the prospectus
dated 26 July 2023, as supplemented by the prospectus supplement to
be dated 25 June 2024, and no reliance is to be placed on any
representations other than those contained
therein.
Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Shelf Notes in the United States or any other
jurisdiction.
Purchase Prices and Accrued Interest
In respect of each Series, the
Company will, on the Settlement Date, for Notes of such Series
validly tendered for purchase pursuant to an Offer and accepted for
purchase by the Company, pay a purchase price for such Notes (each,
a "Purchase Price"), which
will be determined at or around 11.00 a.m. (London time) (the
"Pricing Time") on 3 July
2024 (the "Pricing Date")
in the manner described in the Tender Offer Memorandum, with
reference to the applicable "Purchase Yield", which shall in respect
of each Series equal the sum of:
(i)
the relevant fixed Purchase Spread; and
(ii)
the relevant Reference Rate.
Each Purchase Price will be
determined by the Dealer Managers (as defined below) in accordance
with market convention and expressed as a percentage of each €1,000
in nominal amount of Notes of the relevant Series accepted for
purchase pursuant to the relevant Offer (rounded to the nearest
0.001 per cent., with 0.0005 per cent. rounded upwards), and is
intended to reflect a yield on the Settlement Date to the relevant
maturity date of the relevant Series based on the applicable
Purchase Yield. Specifically, the Purchase Price applicable to the
Notes of a particular Series will equal (a) the value of all
remaining payments of principal and interest on the relevant Series
up to and including the relevant maturity date of the relevant
Series, discounted to the Settlement Date at a discount rate equal
to the applicable Purchase Yield, minus (b) any Accrued Interest
for such Series.
In addition to the relevant Purchase
Price, the Company will also pay to holders of the Notes (whose
Notes are accepted for purchase by the Company pursuant to the
Offers) the relevant Accrued Interest Payment on the Settlement
Date.
See the section headed "Further Information and Terms and
Conditions" in the Tender Offer Memorandum.
General
Each Offer begins on 25 June
2024 and will expire at 4.00 p.m. (London
time) on 2 July 2024 (the "Expiration Deadline"), unless
extended, re-opened, amended, withdrawn and/or terminated by the
Company (in its sole and absolute discretion), as
provided in the Tender Offer Memorandum.
In order to participate in, and be
eligible to receive the relevant Purchase Price and relevant
Accrued Interest Payment pursuant to, the relevant Offer,
Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline. The deadlines set by any intermediary and each Clearing
System for the submission of Tender Instructions will be earlier
than the relevant deadline specified above.
Tender Instructions will be irrevocable
except in the limited circumstances described in
the Tender Offer Memorandum.
Tender Instructions must be
submitted in respect of a principal amount of Notes of any Series
of no less than €100,000, and may, in each case, be submitted in
integral multiples of €1,000 in excess thereof. The Company will
reject any Tender Instructions which relate to a principal amount
of Notes of any Series of less than €100,000.
A separate Tender Instruction must
be completed in respect of each Series.
Indicative Timetable for the Offers
Events
|
Times and Dates (all times are London time)
|
Launch Date
Announcement by the Company of the
Offers.
Tender Offer Memorandum available
from the Tender Agent.
Commencement of the tender offer
period.
|
25 June 2024
|
Expiration
Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender Agent in
order for Noteholders to be able to participate in the
Offers.
|
4.00 p.m. on 2 July 2024
|
Pricing Time and Pricing
Date
Determination of each Purchase
Price, each Purchase Yield and each Reference Rate.
|
At or around 11.00 a.m. on 3 July
2024
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Announcement of
Results
Announcement by the Company of its
decision on whether to accept (subject to satisfaction, or waiver
(in the sole and absolute discretion of the Company), of the New
Financing Condition and the other conditions described in the
Tender Offer Memorandum) valid tenders of Notes pursuant to the
Offers and, if so accepted, of (i) each Series Acceptance Amount,
(ii) each Purchase Price, (iii) each Purchase Yield, (iv) each
Reference Rate and (v) the aggregate principal amount of each
Series that will remain outstanding after the Settlement
Date.
|
As soon as reasonably practicable
following the Pricing Time.
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Settlement
Date
Subject to satisfaction, or waiver
(in the sole and absolute discretion of the Company), of the
conditions described in the Tender Offer Memorandum, payment of the
relevant Purchase Price and the relevant Accrued Interest Payment
to holders of the Notes (whose Notes are accepted for purchase by
the Company pursuant to the Offers).
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Expected to be on 5 July
2024
|
The times and dates set out above and in the Tender Offer
Memorandum may (subject to applicable law) be extended, re-opened
and/or amended by the Company (in its sole and absolute
discretion), or one or more of the Offers withdrawn and/or
terminated by the Company (in its sole and absolute discretion), in
each case in accordance with the terms of the Offers as described
in the Tender Offer Memorandum. Accordingly, the actual timetable
may differ significantly from the timetable
above.
All announcements will be made by
the Company by (i) publication through RNS and (ii) delivery of
notices to the Clearing Systems for communication to Direct
Participants. Such announcements may also be made on the relevant
Informa IGM Screen Insider Service and/or by the issue of a press
release to a Notifying News Service. Copies of all such
announcements, press releases and notices can also be obtained upon
request from the Tender Agent, the contact details for which are
set out below. Significant delays may be experienced in respect of
notices delivered to the Clearing Systems and Noteholders are urged
to contact the Tender Agent for the relevant announcements during
the course of the Offers, the contact details for which are set out
below.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, an Offer
before the deadlines specified above and in the Tender Offer
Memorandum. The deadlines set by
any such intermediary and each Clearing System for the submission
of Tender Instructions will be earlier than the relevant deadlines
specified above and in the Tender Offer
Memorandum.
Further Information
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers.
Requests for information in
relation to the Offers should be directed to:
THE DEALER MANAGERS
|
Banco Santander,
S.A.
2 Triton
Square
Regent's
Place
London
NW1 3AN
United
Kingdom
Email: liabilitymanagement@gruposantander.com
Attention: Liability Management
|
Merrill Lynch
International
2 King
Edward Street
London
EC1A 1HQ
United
Kingdom
Telephone: +44 20 7996 5420
Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Group
|
Requests for information in
relation to the procedures for tendering Notes in, and for any
documents or materials relating to, the Offers should be directed
to:
THE TENDER AGENT
|
Kroll Issuer Services
Limited
The
Shard
32 London
Bridge Street
London
SE1 9SG
United
Kingdom
Telephone: +44 20 7704 0880
Email: vodafone@is.kroll.com
Attention: Owen Morris
Website: https://deals.is.kroll.com/vodafone-eur
|
This announcement is made by
Vodafone Group Plc and relates to the
disclosure of information that qualified or may have qualified as
inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018
("UK
MAR"). For
the purposes of UK MAR, this announcement is made by Maaike de Bie,
Group General Counsel and Company Secretary of Vodafone.
DISCLAIMER
This announcement must be read in
conjunction with the Tender Offer Memorandum. This announcement and
the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Offers. Any Noteholder who is in any doubt as to the action
it should take, it is recommended to seek its own financial and
legal advice, including in respect of any financial, accounting and
tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such Notes
in the Offers. None of the Company, the Dealer Managers or the
Tender Agent makes any recommendation whether the Noteholders
should tender Notes in the Offers.
Offer and Distribution Restrictions
The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
come(s) are required by each of the Company, the Dealer Managers
and the Tender Agent to inform themselves about and to observe any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes 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 Noteholders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
requires an Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdiction, such Offer shall be deemed to
be made on behalf of the Company by such Dealer Manager or such
affiliate (as the case may be) in such jurisdiction.
United States. The Offers are
not being made, and will not be made, directly or indirectly, in or
into, or by use of the mail of, or by any means or instrumentality
of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S.
Person (as defined in Regulation S of the Securities Act of 1933 of
the United States (the "Securities
Act") (each a "U.S.
Person")). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The Notes may not be
tendered in the Offers by any such use, means, instrumentality or
facility from or within the United States or by persons located or
resident in the United States or by, any person acting for the
account or benefit of, a U.S. Person. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offers are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or
to persons located or resident in the United States or to any U.S.
Person. Any purported tender of Notes in an Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal
giving instructions from within the United States will be invalid
and will not be accepted.
This announcement and the Tender
Offer Memorandum are not an offer of securities for sale in the
United States or to U.S. Persons. Notes may not be offered or sold
in the United States absent registration under, or an exemption
from the registration requirements of, the Securities
Act.
Each holder of Notes participating
in an Offer will represent that it is not a U.S. Person, it is not
located in the United States and is not participating in such Offer
from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United
States. For the purposes of this and the above two paragraphs,
"United States" means the
United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, American Samoa,
Wake Island and the Northern Mariana Islands), any state of the
United States of America and the District of Columbia.
United Kingdom. The
communication of this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offers is not
being made 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. 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 within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion
Order.
Italy. None of the Offers, this
announcement, the Tender Offer Memorandum 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. The Offers are being
carried out in the Republic of Italy ("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. Any Noteholders or beneficial owners of the Notes that
are resident and/or located in Italy may tender some or all of
their 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 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 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 or the
Offers.
France. The Offers are not
being made, directly or indirectly, to the public in the Republic
of France ("France").
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been or
shall be distributed to the public in France and only qualified
investors (as defined in Article 2(e) of Regulation (EU) 2017/1129)
are eligible to participate in the Offers. None of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offers have been or will be submitted
for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium. The
Offers are not being made, directly or indirectly, to any
individual in Belgium qualifying as a consumer within the meaning
of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a "Belgian
Consumer") and this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers have not been and shall not be distributed, directly or
indirectly, in Belgium to Belgian Consumers.