REG - Vodafone Group Plc - FINAL RESULTS OF EUR TENDER OFFER

VodafoneAnnouncement

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RNS Number : 6952Z  Vodafone Group Plc  17 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AMERICAN SAMOA, WAKE ISLAND
AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.

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 UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

17 September 2025

VODAFONE GROUP PLC ANNOUNCES FINAL RESULTS IN RESPECT OF ITS TENDER OFFER FOR
EURO-DENOMINATED CAPITAL SECURITIES DUE 2080

In connection with the invitation by Vodafone Group Plc (the "Company") to
holders of its outstanding €1,000,000,000 Capital Securities due 2080 with a
current coupon of 2.625 per cent. and its First Call Date in 2026 (ISIN:
XS2225157424) (the "Securities") to tender any and all of their Securities for
purchase by the Company for cash (the "Offer") announced on 9 September 2025,
the Company announces today the final results of the Offer. The Offer was made
on the terms and subject to the conditions (including, without limitation, the
New Financing Condition) contained in the tender offer memorandum dated 9
September 2025 (the "Tender Offer Memorandum") prepared by the Company in
respect of the Offer.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16
September 2025.

The Company announces that the New Financing Condition has been satisfied.

At the Expiration Deadline, €806,467,000 in aggregate principal amount of
the Securities had been validly tendered pursuant to the Offer. The Company
announces it will accept all validly tendered Securities pursuant to the
Offer.

 Description of the Securities                 ISIN / Common Code        Purchase Price                                                            Aggregate principal amount of Securities validly tendered and accepted  Aggregate principal amount of Securities outstanding after the Settlement Date
 €1,000,000,000 Capital Securities due 2080    XS2225157424 / 222515742  100.00 per cent. (being €1,000 per €1,000 in principal amount of the      €806,467,000                                                            €193,533,000
                                                                         Securities)

In addition to the Purchase Price, the Company will also pay holders of the
Securities (whose Securities are accepted for purchase by the Company) the
Accrued Interest Payment on the Settlement Date.

Securities purchased by the Company pursuant to the Offer will be cancelled on
the Settlement Date.

The expected Settlement Date for the Offer is 19 September 2025.

As the aggregate principal amount of the Securities validly tendered and
accepted for purchase pursuant to the Offer exceeds the 75 per cent. threshold
for the purposes of the Substantial Repurchase Event Redemption Option (as
further described in the Tender Offer Memorandum), the Company announces that
it currently intends, following the Settlement Date for the Offer, to exercise
such option in respect of the Securities which remain outstanding after the
Settlement Date, notice in respect of which will be given pursuant to and in
accordance with the terms and conditions of the Securities.

On 9 September 2025, the Company concurrently announced a separate any-and-all
tender offer (the "US Tender Offer") in respect of its U.S.$500,000,000 NC5.25
Capital Securities Due 2081 (ISIN: US92857WBV19) (the "US Notes"). The early
tender deadline for the US Tender Offer is 5.00 p.m. (New York City time) on
22 September 2025. The US Tender Offer is described in an offer to purchase
dated 9 September 2025 (the "Offer to Purchase") and is not the subject of
this announcement or the Tender Offer Memorandum. Holders of the US Notes
should refer to the Offer to Purchase for further information on the US Tender
Offer.

DEALER MANAGER

Merrill Lynch International (Telephone: +44 20 7996 5420; Email:
DG.LM-EMEA@bofa.com; Attention: Liability Management Group).

TENDER AGENT

Kroll Issuer Services Limited (Email: vodafone@is.kroll.com; Attention: Owen
Morris / David Shilson).

This announcement is made by Vodafone Group Plc and relates to the disclosure
of information that qualified or may have qualified as inside information
within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR, this
announcement is made by Maaike de Bie, Group General Counsel and Company
Secretary of Vodafone.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this announcement and the
Tender Offer Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender Offer
Memorandum comes are required by each of the Company, the Dealer Manager and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

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:  investors.vodafone.com (https://investors.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)
 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
 2FN, England. Registered in England No. 1833679

 

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