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

VodafoneAnnouncement

23/09/2025 10:30

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RNS Number : 4479A  Vodafone Group Plc  23 September 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

23 September 2025

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES EARLY RESULTS OF ITS ANY AND
ALL CASH TENDER OFFER FOR USD CAPITAL SECURITIES DUE 2081

 

(Newbury, Berkshire - England) - September 23, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces the early results of its previously
announced offer to purchase for cash (the "Offer") any and all of its
outstanding U.S.$500,000,000 NC5.25 Capital Securities Due 2081 with a current
coupon of 3.25% and its first call date in 2026 (the "Notes") upon the terms
of, and subject to the conditions in, the offer to purchase dated September 9,
2025 (the "Offer to Purchase"), including the New Financing Condition.

Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer to Purchase.

On September 12, 2025, the Company closed the offering of €700,000,000
4.125% Fixed Rate Reset Ordinary Subordinated Notes due 12 September 2055 and
€700,000,000 4.625% Fixed Rate Reset Ordinary Subordinated Notes due 12
September 2055 (the "New Notes"). The proceeds from the issuance of the New
Notes, together with existing cash balances, are expected to fund the Offer.
As a result, the New Financing Condition has been satisfied with respect to
the Offer.

The early tender deadline for the Offer was 5:00 p.m., New York City time, on
September 22, 2025 (the "Early Tender Deadline"). In accordance with the terms
of the Offer, the Company is accepting for purchase any and all of the Notes
validly tendered and not validly withdrawn at or prior to the Early Tender
Deadline.

The following table sets forth the aggregate principal amount of the Notes
that were validly tendered and not validly withdrawn in the Offer at or prior
to 5:00 p.m., New York City time, on September 22, 2025 (the "Early Tender
Deadline"), as reported by the Tender and Information Agent:

 Description of the Securities                                                ISIN/CUSIP                 Outstanding Principal Amount         Early Tender Total Consideration((1)(3))                                 Early Tender Premium((1))                                     Tender Consideration((2)(3))                                             Aggregate Principal Amount Tendered((4))         Remaining Principal Amount((5))
 U.S.$500,000,000 NC5.25 Capital Securities Due 2081 (the "Notes")            ISIN: US92857WBV19         U.S.$500,000,000                     98.90%                                                                   3.00%                                                         95.90%                                                                   U.S.$350,792,000                                 U.S.$149,208,000

                                                                              CUSIP: 92857W BV1                                               (equal to U.S.$989.00 per U.S.$1,000 principal amount of Notes)          (equal to                                                     (equal to U.S.$959.00 per U.S.$1,000 principal amount of Notes)

U.S.$30.00 per U.S.$1,000 principal amount of Notes)
 Notes:
 (1)         Expressed as a percentage of the principal amount of the
 Notes validly tendered at or prior to the Early Tender Deadline and accepted
 for purchase by the Company. The Early Tender Total Consideration is the sum
 of the Early Tender Premium and the Tender Consideration. For avoidance of
 doubt, the Early Tender Premium is already included in the Early Tender Total
 Consideration set out above, and is not payable in addition.

 (2)         Expressed as a percentage of the principal amount of the
 Notes validly tendered after the Early Tender Deadline but at or prior to the
 Expiration Deadline and which are accepted for purchase by the Company.

 (3)         Does not include Accrued Interest, which will be paid in
 addition to the Early Tender Total Consideration or Tender Consideration, as
 the case may be.

 (4)         Represents the aggregate principal amount of Notes
 tendered at or prior to the Early Tender Deadline, all of which have been
 accepted for purchase by the Company.

 (5)         Represents the remaining principal amount of Notes that
 may be tendered at or prior to the Expiration Deadline.

 

In respect of accepted Notes that were delivered at or prior to the Early
Tender Deadline, the Company expects the Early Tender Settlement Date to occur
on September 24, 2025.

Noteholders that validly tendered their Notes and did not validly withdraw
such Notes at or before the Early Tender Deadline, and whose notes are
accepted for purchase, will receive the Early Tender Total Consideration
(which already includes the Early Tender Premium), together with an amount
equal to the Accrued Interest thereon. The Early Tender Total Consideration
payable for Notes validly tendered and accepted for purchase will be equal to
98.90% of the principal amount of the Notes, equivalent to U.S.$989.00 per
U.S.$1,000 principal amount of the Notes. The Early Tender Total Consideration
is equal to the sum of the Tender Consideration and the Early Tender Premium.
For the avoidance of doubt, the Early Tender Premium is already included
within the Early Tender Total Consideration and is not in addition to the
Early Tender Total Consideration.

Noteholders who have not yet tendered their Notes have until 5:00 p.m., New
York City time, on October 7, 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 Deadline" to tender their
Notes. Accordingly, Noteholders who validly tender their Notes after the Early
Tender Deadline but at or before the Expiration Deadline 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 Tender
Consideration, together with an amount equal to the Accrued Interest thereon.

In addition to the applicable consideration, Noteholders 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 Offer.

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

For additional information, please contact the Dealer Manager, Merrill Lynch
International at +44 207 996 5420 (in London) or +1 (888) 292-0070 (U.S. toll
free) or by email to DG.LM-EMEA@bofa.com or the Tender and Information Agent,
Kroll Issuer Services Limited at +44 20 7704 0880 or by email to
vodafone@is.kroll.com, Attention: Owen Morris / David Shilson..

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 Offer is 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
Offer.

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.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. Securities may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the registration
requirements of, the United States Securities Act of 1933, as amended (the
"Securities Act"). The New Notes have not been, and will not be, registered
under the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities
Act).

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 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 Offer 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

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 Offer will not be accepted
from Noteholders) 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 Offer to be made by a licensed broker or dealer and
the Dealer Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by the
Dealer Manager or affiliate, as the case may be, on behalf of the Company in
such jurisdiction.

Each tendering Noteholder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to below and
generally as set out in the section titled "Procedures for Participating in
the Offer". Any tender of Notes for purchase pursuant to the Offer from a
Noteholder that is unable to make these representations will not be accepted.
Each of the Company, the Dealer Manager 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 Offer, whether
any such representation given by a Noteholder 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.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer 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 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 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.
Noteholders that are located in Italy can tender Notes for purchase in the
Offer through authorized 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 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 Offer.

United Kingdom

The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the 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 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 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 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 materials
relating to the 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 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 Marches
financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium,
the 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 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, 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" ("investisseur
qualifié"/"gekwalificeerede belegge") within the meaning of Article 2(e) of
the Prospectus Regulation acting on their own account. Insofar as Belgium is
concerned, the 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.

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 Group

Vodafone is a leading European and African telecoms company.

We serve over 355 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 over 215 million IoT connections, and we provide
financial services to around 92 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
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.vodafone.com%2F&data=05%7C02%7Cadam.liversage%40vodafone.com%7Cd3bf97aac3f44db34d5108dd2be0c0cd%7C68283f3b84874c86adb3a5228f18b893%7C0%7C0%7C638714966530487921%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=n3oDnU%2F0R1OSgh9fw6oL0XW4v5nvpb1kU76A4fiTI9M%3D&reserved=0)
follow us on X at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone.
(https://www.linkedin.com/company/vodafone.)

 

 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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