REG - Vodafone Group Plc - EARLY RESULTS OF CASH TENDER OFFERS ANNOUNCED

VodafoneAnnouncement

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RNS Number : 1731R  Vodafone Group Plc  15 July 2025

 

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
UK MAR

15 July 2025

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES EARLY RESULTS OF ITS CASH
TENDER OFFERS OF CERTAIN U.S. DOLLAR AND STERLING DENOMINATED NOTES DUE 2043
TO 2059

(Newbury, Berkshire - England) - July 15, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces the early results of its previously
announced offers to purchase for cash in concurrent, but separate, offers for
the outstanding series of notes listed in the table below (the "Notes"), upon
the terms of, and subject to the conditions set out in, the offer to purchase
dated June 30, 2025 (the "Offer to Purchase"). As previously announced, the
Company increased the Maximum Tender Amount from an aggregate purchase price
(excluding Accrued Interest) of up to €2,000,000,000 equivalent to an
aggregate purchase price (excluding Accrued Interest) of up to
€2,500,000,000 equivalent. The Company also announces an extension of the
period over which Holders may tender their Notes and be eligible to receive
the Early Tender Premium through to the Expiration Date, as detailed below.

The Notes denominated in U.S. Dollars are referred to herein as "Dollar
Notes," and the Notes denominated in Sterling are referred to herein as
"Sterling Notes." Capitalised terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Offer to Purchase.

On July 3, 2025, the Company closed the offering of £500,000,000 Notes due
2050 (the "New Sterling Notes"). Concurrently, VIFD, an indirect wholly owned
subsidiary of the Company, closed the offering of €800,000,000 Notes due
2029, €600,000,000 Notes due 2033 and €500,000,000 Notes due 2038 to be
wholly and unconditionally and irrevocably guaranteed by the Company (the "New
Euro Notes" and, together with the New Sterling Notes, 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.

Early Results of Offers

According to the information provided by the Tender and Information Agent,
€2,741,683,891 (equivalent) in aggregate principal amount of the Notes were
validly tendered and not validly withdrawn as of 5:00 p.m., New York City
time, on July 14, 2025 (the "Early Tender Deadline"). The Maximum Tender
Amount is based on the aggregate purchase price (excluding Accrued Interest)
payable for such Notes, which will be determined at the Price Determination
Date (as defined below). The following table sets forth the aggregate
principal amount of each series of Notes that were validly tendered and not
validly withdrawn in the Offers at or prior to the Early Tender Deadline, as
reported by the Tender and Information Agent:

 Title of Security                                            CUSIP/ISIN /                      Principal Amount Outstanding       Acceptance Priority Level      Sub-Cap((2))    Aggregate Principal Amount Tendered

Common Code
 USD 4.25% Notes due September 17, 2050 (the "2050 Notes")    92857WBU3 / US92857WBU36 / N/A    $1,500,000,000                     1                              $750,000,000    $671,058,000
 USD 5.125% Notes due June 19, 2059 (the "2059 Notes")        92857WBT6 / US92857WBT62 / N/A    $500,000,000                       2                              N/A             $196,695,000
 GBP 3.00% Notes due August 12, 2056 (the "2056 Notes")       N/A / XS1472483772 / 147248377    £1,000,000,000                     3                              N/A             £677,854,000
 USD 4.875% Notes due June 19, 2049 (the "USD 2049 Notes")    92857WBS8 / US92857WBS89 / N/A    $1,750,000,000                     4                              N/A             $563,960,000
 GBP 3.375% notes due August 2049 (the "GBP 2049 Notes")      N/A / XS1468494239 / 146849423    £800,000,000                       5                              N/A             £464,109,000
 USD 5.25% Notes due May 30, 2048 (the "2048 Notes")          92857WBM1 / US92857WBM10 / N/A    $1,443,947,000                     6                              N/A             $185,834,000
 USD 4.375% Notes due February 19, 2043 (the "2043 Notes")    92857WBD1 / US92857WBD11 / N/A    $751,064,000                       7                              N/A             $47,313,000

 

 Notes:
 (1)         To determine whether the Maximum Tender Amount has been
 reached, the applicable aggregate purchase price payable (excluding Accrued
 Interest) of the Dollar Notes and Sterling Notes validly tendered will be
 converted into Euro using a conversion rate of $1: €0.8573 with respect to
 the Dollar Notes and £1: €1.1510 with respect to the Sterling Notes, which
 were the exchange rates as of 5:00 p.m. (New York City time) on July 14, 2025
 as displayed on the BFIX screen on Bloomberg.
 (2)         The 2050 Sub-Cap, as set out in Table I above, represents
 the maximum aggregate principal amount of 2050 Notes that shall be purchased
 by the Company, subject to the applicable Maximum Tender Amount.

In respect of accepted Notes that were delivered at or prior to the Early
Tender Deadline, the Company expects the Early Settlement Date to occur on the
second business day after the Price Determination Date, July 17, 2025.

Holders that validly tendered and did not validly withdraw their Notes at or
prior to the Early Tender Deadline and whose Notes are accepted for purchase
will receive the applicable Total Consideration, together with an amount equal
to the Accrued Interest thereon. The Total Consideration for each series of
Notes accepted for purchase will be determined at or around 10:30 a.m., New
York City time, on July 15, 2025 (the "Price Determination Date") in
accordance with standard market practices and as described in the Offer to
Purchase. When calculated in the manner described in the Offer to Purchase,
the Total Consideration will already include the Early Tender Premium.

Vodafone will issue a press release specifying the applicable Total
Consideration for each series of Notes as soon as reasonably practicable after
the Price Determination Date.

The amount of each series of Notes that will be purchased in the Offers will
be determined in accordance with the Acceptance Priority Levels set forth in
the table above (each an "Acceptance Priority Level"), with 1 being the
highest Acceptance Priority Level and 7 being the lowest Acceptance Priority
Level, subject in each case to the Maximum Tender Amount and, with respect to
the 2050 Notes, the 2050 Sub-Cap.

In addition to the Total Consideration, 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 purchase price for the Dollar Notes and the Sterling Notes will be paid in
U.S. Dollars and Sterling, respectively. To determine whether the Maximum
Tender Amount has been reached, the aggregate principal amount of the Dollar
Notes and Sterling Notes validly tendered will be converted into Euro using a
conversion rate of $1: €0.8573 with respect to the Dollar Notes and £1:
€1.1510 with respect to the Sterling Notes, which were the exchange rates as
of 5:00 p.m. (New York City time) on July 14, 2025 as displayed on the BFIX
screen on Bloomberg.

Expiration Deadline and Extension of Early Tender Premium

Holders who have not yet tendered their Notes have until 5:00 p.m., New York
City time, on July 29, 2025, 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 "Expiration Date") to tender their Notes.
In addition, the Company announced today that it has amended the terms and
conditions of the Offers to extend the deadline for receiving the applicable
Early Tender Premium with respect to each series of Notes through to the
Expiration Date, unless extended or earlier terminated. Accordingly, subject
to the Maximum Tender Amount, Acceptance Priority Levels and the 2050 Sub-Cap,
holders who validly tender their Notes following the Early Tender Deadline and
at or prior to the Expiration Date will now receive the applicable Total
Consideration (which includes the applicable Early Tender Premium) for such
Notes accepted for purchase.

The Withdrawal Deadline has passed and has not been extended. Notes tendered
pursuant to the Offers may no longer be withdrawn, except as required by law.

For additional information, please contact the Dealer Managers, Merrill Lynch
International at +44 207 996 5420 (in London), +1 (888) 292-0070 (U.S. toll
free) or +1 (980) 387-3907 (U.S.) or by email to DG.LM-EMEA@bofa.com and to
Deutsche Bank Securities at +1 (866) 627-0391 (U.S. toll free), +1 (212)
250-2955 (U.S.) or + 44 20 7545 8011 (in London) or the Tender and Information
Agent 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 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.

This announcement is being made by Vodafone Group Plc 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"), encompassing information
relating to the 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 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 Tender and Information 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.

 

ENDS

 

About Vodafone

Vodafone is a leading European and African telecoms company.

 

We serve over 340 million mobile and broadband customers, operating networks
in 15 countries with investments in a further five and partners in over 40
more. Our undersea cables transport around a sixth of the world's internet
traffic, and we are developing a new direct-to-mobile satellite communications
service to connect areas without coverage. Vodafone runs one of the world's
largest IoT platforms, with 205 million IoT connections, and we provide
financial services to around 88 million customers across seven African
countries - managing more transactions than any other provider.

 

From the seabed to the stars, Vodafone's purpose is to keep everyone
connected.

 

For more information, please visit www.vodafone.com
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www.linkedin.com/company/vodafone
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 For more information, please contact:
 Investor Relations:  i (https://investors.vodafone.com) nvestors.vodafone.com  ir@vodafone.co.uk (mailto:ir@vodafone.co.uk)  Media Relations:  Vodafone.com/media/contact (https://Vodafone.com/media/contact)  GroupMedia@vodafone.com (mailto:GroupMedia@vodafone.com)
                      (https://investors.vodafone.com)
 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
 2FN, England. Registered in England No. 1833679

 

 

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