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 ANY
AND ALL TENDER OFFER FOR ITS 4.125% NOTES DUE MAY
2025
(Newbury, Berkshire - England) -
July 2, 2024 - Vodafone Group Plc ("Vodafone" or the "Company")
announced today the pricing of its previously announced offer to
purchase for cash any and all of its outstanding
4.125% Notes due May 2025 (the "Any and All Notes") upon the terms of, and subject to,
the conditions in the offer to purchase dated June 25, 2024 (the
"Offer to Purchase") and the accompanying notice of guaranteed
delivery (the "Notice of Guaranteed Delivery," and together with
the Offer to Purchase, the "Tender Offer Documents"), including the
New Financing Condition.
The offer to purchase for cash the
Any and All Notes is referred to herein as the "Any and All Tender
Offer". 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 Tender Offer Documents, the Any and All
Purchase Price Consideration (as defined in the Offer to Purchase)
for the Any and All Notes is set forth in the following
table:
Title of
Security
|
CUSIP /
ISIN
|
Outstanding Principal
Amount
|
Reference U.S. Treasury
Security
|
Bloomberg Reference
Page(1)
|
Reference Yield
(%)
|
Fixed Spread (basis
points)
|
Any and All Purchase Price
Consideration(2)(3)
|
4.125%
Notes due May 2025
|
92857WBJ8
/ US92857WBJ80
|
$1,500,000,000
|
4.25%
U.S. Treasury due May 31, 2025
|
FIT3
|
5.198
|
10
|
$989.84
|
(1) The page on
Bloomberg from which the Dealer Managers quoted the bid-side price
of the Reference U.S. Treasury Security.
(2) Per $1,000 in
principal amount of the Any and All Notes validly tendered and not
validly withdrawn at or prior to the Any and All Expiration Time or
the Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and accepted for purchase.
(3) The Any and All
Purchase Price Consideration for the Any and All Notes was
calculated at or around 11:00 a.m., New York City time, today (the
"Any and All Price Determination Time") in accordance with standard
market practice, as described in the Offer to Purchase.
The Any and All Tender Offer will
expire at 5:00 p.m., New York City time, on July 2, 2024 (such date and time, as
the same may be extended, the "Any and All Expiration Time"). The
Any and All Notes tendered may be validly withdrawn at any time at
or prior to the Any and All Expiration Time, but not
thereafter.
The "Any and All Results
Announcement Date" is expected to be July
3, 2024, unless the
Any and All Tender Offer is extended. In respect of accepted Any
and All Notes that are delivered at or prior to the Any and All
Expiration Time, the Company expects the Any and All Settlement
Date to occur on the third business day after the Any and All
Expiration Time, July 8, 2024. In respect of accepted Any and All Notes that are
delivered pursuant to the Guaranteed Delivery Procedures, the
Company expects the Guaranteed Delivery Settlement Date to occur on
the business day after the Guaranteed Delivery Date,
July 8, 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 Any and All Tender Offer.
As a result, the New Financing Condition has been satisfied with
respect to the Any and All Tender Offer.
In addition to the Any and All
Purchase Price Consideration, Holders whose Any and All Notes are
accepted for purchase will be paid the Accrued Interest thereon.
Interest will cease to accrue on the Any and All Settlement Date
for all Any and All Notes accepted in the Any and All Tender
Offer. For avoidance of doubt, interest
will cease to accrue on the Any and All Settlement Date for all Any
and All Notes accepted in the Any and All Tender Offer, including
Any and All Notes that are delivered pursuant to the Guaranteed
Delivery Procedures.
The consummation of the Any and All
Tender Offer and the Company's obligation to accept and pay for the
Any and All Notes validly tendered (and not validly withdrawn)
pursuant to the Any and All Tender Offer is subject to the
satisfaction or waiver of certain conditions described in the Offer
to Purchase, including the New Financing Condition. The Company
reserves the right, subject to applicable law, to amend or waive
any and all conditions to the Any and All Tender Offer.
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 Any and All Tender Offer before
the deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and DTC for participation in
the Any and All Tender Offer 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 Any
and All Tender Offer.
Questions regarding procedures for
tendering the Any and All 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 Any and All Tender Offer 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 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 Any and
All Tender Offer is only being made pursuant to the Offer to
Purchase. Holders of the Any and All Notes are urged to carefully
read the Offer to Purchase before making any decision with respect
to the Any and All Tender Offer.
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 Any and All Tender Offer. 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 Any and All Tender
Offer, this announcement, the Offer to Purchase or any other
document or materials relating to the Any and All Tender 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 Any and All Tender 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 Any and All Notes that are resident or
located in Italy can tender Notes for purchase in the Any and All
Tender Offer 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 Any and All Notes
and/or the Any and All Tender Offer.
United Kingdom
The communication of this
announcement and the Offer to Purchase and any other documents or
materials relating to the Any and All Tender Offer 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 Any and All Tender Offer 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 Any and All Tender Offer is not
being made, directly or indirectly, and neither this announcement,
the Offer to Purchase nor any other document or material relating
to the Any and All Tender Offer 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 Any and All Tender Offer 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 Any and All Tender Offer 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 Any and
All Tender Offer does 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 Any and All
Tender Offer may not be, and is 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 Any and All Tender Offer is 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 Any and All Notes (and tenders of Any and All Notes in the Any
and All Tender 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 Any and All Tender 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 Any and All Tender 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 Any and All Tender Offer 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 Any and All Notes for purchase
pursuant to the Any and All Tender 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 Any and All Notes for
purchase pursuant to the Any and All Tender 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
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.