UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
July 10, 2024
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 10
July 2024 entitled ‘EARLY RESULTS OF CASH TENDER OFFERS
ANNOUNCED’.
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 EARLY RESULTS OF
ITS CASH TENDER OFFERS FOR UP TO $440,000,000 AGGREGATE PRINCIPAL
AMOUNT OF ITS 6.150% NOTES DUE FEBRUARY 2037 AND UP TO $730,000,000
AGGREGATE PRINCIPAL AMOUNT OF ITS 4.375% NOTES DUE FEBRUARY
2043
(Newbury,
Berkshire - England) - July 10, 2024 - Vodafone Group Plc
("Vodafone" or the "Company") announces the early results of its
previously announced cash tender offers to purchase (i) up to
$440,000,000 aggregate principal amount of its outstanding 6.150%
Notes due February 2037 (the "2037 Notes") and (ii) up to
$730,000,000 aggregate principal amount of its outstanding 4.375%
Notes due February 2043 (the "2043 Notes" and, together with the
2037 Notes, the "Maximum Tender Offer Notes") upon the terms of,
and subject to the conditions in, the offer to purchase dated June
25, 2024 (the "Offer to Purchase").
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 Maximum Tender Offers. As a result, the New Financing
Condition has been satisfied with respect to the Maximum Tender
Offers.
The
offers to purchase for cash the Maximum Tender Offer Notes are
referred to herein as the "Maximum Tender Offers". Capitalized
terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer to Purchase.
The
following table sets forth the aggregate principal amount of
Maximum Tender Offer Notes validly tendered and not validly
withdrawn in the Maximum Tender Offers at or prior to the Early
Tender Time (as defined below), as reported by the Information and
Tender Agent:
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Title of Security
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CUSIP / ISIN
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Outstanding Principal Amount
|
Series Tender Cap(1)
|
Aggregate Principal Amount Tendered
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Aggregate Principal Amount Accepted
|
Proration Factor
|
|
6.150% Notes due February 2037
|
92857WAQ3/ US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
$682,146,000
|
$440,000,000
|
64.56%
|
|
4.375% Notes due February 2043
|
92857WBD1 / US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
$638,723,000
|
$638,723,000
|
N/A
|
(1)
The Maximum Tender Offers are subject to the applicable series
tender cap set out above (each a "Series Tender Cap"), which is
specified as an aggregate principal amount of the relevant series
of Maximum Tender Offer Notes. The Company will purchase Maximum
Tender Offer Notes subject to the applicable Series Tender Caps set
forth in the table above.
The
early tender deadline for the Maximum Tender Offers was 5:00 p.m.,
New York City time, on July 9, 2024 (the "Early Tender
Time").
In
respect of accepted Maximum Tender Offer Notes that were delivered
at or prior to the Early Tender Time, the Company expects the Early
Tender Settlement Date to occur on the third business day after the
Early Tender Time, July 12, 2024.
Holders
that validly tendered and did not validly withdraw their Maximum
Tender Offer Notes at or prior to the Early Tender Time and whose
Maximum Tender Offer Notes are accepted for purchase will receive
the Maximum Tender Total Consideration, together with an amount
equal to the Accrued Interest thereon. The Maximum Tender Total
Consideration will be calculated at or around 10:00 a.m., New York
City time, on July 10, 2024 (the "Maximum Tender Price
Determination Time") in accordance with standard market practice
and as described in the Offer to Purchase. When calculated in this
manner, the Maximum Tender Total Consideration already includes the
Early Tender Premium.
Because
the aggregate principal amount of 2037 Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Time has an
aggregate principal amount that exceeds the Series Tender Cap, the
Company has accepted 2037 Notes for purchase on a prorated basis as
described in the Offer to Purchase.
Because
the Series Tender Cap has been reached with respect to the 2037
Notes based upon the aggregate principal amount of 2037 Notes
tendered as of the Early Tender Time, 2037 Notes tendered after the
Early Tender Time will not be accepted.
Holders
who have not yet tendered their 2043 Notes have until 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 (such
date and time, including as extended or earlier terminated, the
"Maximum Tender Expiration Time") to tender their 2043 Notes.
Holders of 2043 Notes who validly tender their 2043 Notes after the
Early Tender Time and at or prior to the Maximum Tender Expiration
Time in the manner described in the Offer to Purchase will not be
eligible to receive the Early Tender Premium and will therefore
only be eligible to receive the applicable Maximum Tender Total
Consideration minus the Early Tender Premium (the "Late Maximum
Tender Offer Consideration"), together with an amount equal to the
Accrued Interest thereon.
In
addition to the Maximum Tender Total Consideration and Late Maximum
Tender Offer Consideration, as applicable, Holders whose Maximum
Tender Offer Notes are accepted for purchase will be paid the
Accrued Interest thereon. Interest will cease to accrue on the
applicable Settlement Date for all Maximum Tender Offer Notes
accepted in the Maximum Tender Offers.
Vodafone
will issue a press release specifying the applicable Maximum Tender
Total Consideration and Late Maximum Tender Offer Consideration for
each series of Maximum Tender Offer Notes as soon as reasonably
practicable after the Maximum Tender Price Determination
Time.
For
additional information, please contact the Dealer Managers, 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 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 Maximum Tender Offers are only being made pursuant to
the Offer to Purchase. Holders of the Maximum Tender Offer Notes
are urged to carefully read the Offer to Purchase before making any
decision with respect to the Maximum Tender Offers.
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.
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 Maximum Tender
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 Maximum Tender Offers, this
announcement, the Offer to Purchase or any other document or
material relating to the Maximum Tender 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 Maximum Tender Offers are each 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 Maximum
Tender Offer Notes that are resident or located in Italy can tender
Maximum Tender Offer Notes for purchase in the Maximum Tender
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 Maximum Tender Offer Notes and/or the Maximum
Tender Offers.
United Kingdom
The
communication of this announcement and the Offer to Purchase and
any other documents or materials relating to the Maximum Tender
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 Maximum Tender 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 Maximum Tender 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 Maximum
Tender 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 Maximum Tender
Offers 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
Maximum Tender 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 Maximum Tender 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 Maximum Tender
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, 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 Maximum Tender 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 the Maximum Tender Offer Notes
(and tenders of Maximum Tender Offer Notes in the Maximum Tender
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 Maximum Tender 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 Maximum Tender 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 Maximum
Tender 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 the Maximum Tender Offer Notes for purchase
pursuant to the Maximum Tender 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 Maximum Tender Offer
Notes for purchase pursuant to the Maximum Tender 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
July 10, 2024
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By: /s/ M D B
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Name: Maaike de Bie
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Title: Group General Counsel and Company Secretary
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