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 ‘VODAFONE ANNOUNCES PRICING OF CASH TENDER
OFFERS.
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 PRICING 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") announced today the pricing of its
previously announced offer to purchase for cash (i) up to
$440,000,000 aggregate principal amount of its 6.150% Notes due
February 2037 (the "2037 Notes") and (ii) up to $730,000,000
aggregate principal amount of its 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"), including the New Financing
Condition.
The offers to purchase for cash the Maximum Tender Offer Notes are
referred to herein as the "Maximum Tender 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 Maximum Tender Total Consideration and Late
Maximum Tender Offer Consideration (as defined in the Offer to
Purchase) for the Maximum Tender Offer Notes are set forth in the
following table:
|
Title of Security
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CUSIP / ISIN
|
Outstanding Principal Amount
|
Series Tender Cap(1)
|
Reference U.S. Treasury Security
|
Bloomberg Reference
Page(2)
|
Reference Yield (%)
|
Fixed Spread (basis points)
|
Late Maximum Tender Offer
Consideration(3)(4)
|
Maximum Tender Total
Consideration(3)(5)
|
|
6.150% Notes due February 2037
|
92857WAQ3/ US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
4.375% U.S. Treasury due May 15, 2034
|
FIT1
|
4.294
|
100
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$1,028.02
|
$1,078.02
|
|
4.375% Notes due February 2043
|
92857WBD1 / US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
4.625% U.S. Treasury due May 15, 2044
|
FIT1
|
4.597
|
80
|
$830.90
|
$880.90
|
(1)
The Maximum Tender Offers are subject to the applicable series
tender cap (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. Subject to applicable law, the Company reserves the right,
but is under no obligation, to increase, decrease or eliminate any
Series Tender Cap with respect to a particular series at any time
and in its sole discretion. Any such increase, decrease or
elimination could result in the Company purchasing an aggregate
principal amount of a series of Maximum Tender Offer Notes having a
greater or lesser aggregate principal amount than the applicable
amounts set out above.
(2)
The page on Bloomberg from which the Dealer Managers quoted the
bid-side price of the applicable Reference U.S. Treasury
Security.
(3)
The Maximum Tender Total Consideration and Late Maximum Tender
Offer Consideration in respect of each series of the Maximum Tender
Offer Notes were calculated at or around 10:00 a.m., New York City
time, today (the "Maximum Tender Price Determination Time") in
accordance with standard market practice, as described in the Offer
to Purchase.
(4)
For each $1,000 principal amount of Maximum Tender Offer Notes
validly tendered after 5:00 p.m., New York City time, on July 9,
2024 (the "Early Tender Time") and at or prior to the Maximum
Tender Expiration Time (as defined below), and accepted for
purchase.
(5)
For each $1,000 principal amount of Maximum Tender Offer Notes
validly tendered at or prior to the Early Tender Time, not validly
withdrawn and accepted for purchase. The amounts shown already
include the Early Tender Premium.
Results of the Maximum Tender
Offers at the Early Tender Time were announced on July 10,
2024. Because the aggregate principal
amount of 2037 Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Time exceeded the applicable Series
Tender Cap, 2037 Notes will be accepted by the
Company on a
prorated basis as described in the Offer
to Purchase. Subject to the terms and
conditions of the Maximum Tender Offers, 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 by the Company will be
eligible to receive the Maximum Tender Total Consideration, which
is inclusive of the Early Tender Premium, together with an amount
equal to the Accrued Interest. The Company expects the Early
Tender Settlement Date to occur on the third business day after the
Early Tender Time, July 12, 2024.
The offer with respect to the
2043 Notes will expire at 5:00 p.m., New York City time,
on July 24, 2024 (such date and time, as the same
may be extended, the "Maximum Tender Expiration Time"). Holders
that validly tender their 2043 Notes after the Early Tender Time
and at or prior to the Maximum Tender Expiration Time will be
eligible to receive the Late Maximum Tender Offer Consideration,
together with an amount equal to Accrued Interest
thereon. Because the Series Tender Cap has
been reached with respect to the 2037 Notes as of the Early Tender
Time, 2037 Notes validly tendered after the Early Tender Time will
not be accepted.
The "Maximum Tender Results
Announcement Date" is expected to be July 25, 2024, unless the Maximum
Tender Offers are extended. In respect of Maximum Tender Offer
Notes that are validly tendered after the Early Tender Time and at
or prior to the Maximum Tender Expiration Time and accepted for
purchase, the Company expects the Maximum Tender Settlement Date to
occur on the second business day after the Maximum Tender
Expiration Time, July 26,
2024.
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 Company intends to use the cash proceeds from the issuance of
the New Notes, together with existing cash balances, to fund the
Maximum Tender Offers. As a result, the New Financing
Condition has been satisfied with respect to the Maximum Tender
Offers.
In
addition to the Maximum Tender Total Consideration and Late Maximum
Tender Offer Total 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.
The
consummation of the Maximum Tender Offers and the Company's
obligation to accept and pay for the Maximum Tender Offer Notes
validly tendered (and not validly withdrawn) pursuant to the
Maximum Tender Offers are subject to the satisfaction or waiver of
certain conditions described in the Offer to Purchase and subject
to the applicable Series Tender Cap. The Company reserves the
right, subject to applicable law, to amend or waive any and all
conditions to the Maximum Tender Offers.
Holders 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 Holder
in order for that Holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Maximum Tender Offers before the
deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and DTC for participation in
the Maximum Tender Offers may be earlier than the relevant
deadlines specified herein and in the Offer to
Purchase.
The Company has retained Merrill
Lynch International and Santander US Capital Markets LLC as Dealer
Managers and Kroll Issuer Services
Limited as
Information and Tender Agent (the "Information and Tender Agent")
for the purposes of the Maximum Tender Offers.
Questions regarding procedures
for tendering the Maximum Tender Offer 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 Maximum Tender Offers 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
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.
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. 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 material 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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