REG - Vodafone Group Plc - Vodafone Announces Final Results Of Tender Offer

VodafoneAnnouncement

29/12/2022 10:15

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RNS Number : 2048L  Vodafone Group Plc  29 December 2022

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

 

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF CASH TENDER
OFFER FOR UP TO $2,300,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF ITS 4.375%
NOTES DUE MAY 2028

 

(Newbury, Berkshire - England) - December 29, 2022 - Vodafone Group Plc
("Vodafone" or the "Company") announces the final results of its previously
announced cash tender offer (the "Offer") to purchase up to $2,300,000,000 in
aggregate principal amount (the "Aggregate Offer Limit") of its outstanding
4.375% Notes due May 2028 (the "Notes") upon the terms of, and subject to the
conditions set forth in the offer to purchase dated November 29, 2022 (the
"Offer to Purchase"). On December 2, 2022, the Company successfully completed
an offering of New Notes, satisfying the New Financing Condition to the Offer.

The Offer expired at 5:00 p.m., New York City time, on December 28, 2022 (the
"Expiration Time"). According to information provided by the Information and
Tender Agent for the Offer, $2,099,496,000 aggregate principal amount of the
Notes were validly tendered. This includes (i) $2,098,846,000 in aggregate
principal amount of the Notes that were validly tendered and not validly
withdrawn pursuant to the Offer at or prior to 11:59 p.m., New York City time,
on December 12, 2022 (the "Early Tender Time"), and (ii) an additional
$650,000 in aggregate principal amount of the Notes, validly tendered and not
validly withdrawn after the Early Tender Time but at or prior to the
Expiration Time. Subject to the satisfaction or waiver of the conditions to
the Offer (as described in "Description of the Offer - Conditions to the
Offer" in the Offer to Purchase), in the sole and absolute discretion of the
Company, the Company will accept for purchase, and pay for, all of the Notes
that were validly tendered and not validly withdrawn after the Early Tender
Time but at or prior to the Expiration Time; such payment is expected to be
made on December 30, 2022 (the "Final Settlement Date"). All Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase were paid in full by the Company on December 14, 2022
(the "Early Settlement Date").

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

The following table sets forth the aggregate principal amount of Notes validly
tendered and not validly withdrawn in the Offer at or prior to the Expiration
Time, as reported by the Information and Tender Agent:

 

                            CUSIP / ISIN               Aggregate Principal Amount Tendered  Aggregate Offer Limit  Purchase Price Consideration((1))     Early Tender Premium((2))  Total Consideration((3))  Aggregate Principal Amount Accepted

 Title of Security
 4.375% Notes due May 2028  92857W BK5 / US92857WBK53  $2,099,496,000                       $2,300,000,000         $970((4))          $30((4))                                      $1,000((4))               $2,099,496,000

(1)       For each $1,000 principal amount of Notes tendered at or prior
to the Expiration Time and accepted for purchase.

(2)       For each $1,000 principal amount of Notes tendered at or prior
to the Early Tender Time and accepted for purchase.

(3)       The Total Consideration equals the sum of the Purchase Price
Consideration and the Early Tender Premium.

(4)       Does not include Accrued Interest, which will also be paid in
addition to the Purchase Price Consideration or the Total Consideration, as
applicable.

Holders of Notes who validly tendered Notes after the Early Tender Time but at
or prior to the Expiration Time in the manner described in the Offer to
Purchase are not eligible to receive the Early Tender Premium and therefore
will only receive the Purchase Price Consideration, plus accrued and unpaid
interest on such Notes to, but not including, the Final Settlement Date.
Interest will cease to accrue on the Final Settlement Date for all such Notes
accepted.

The obligation of the Company to accept for purchase, and to pay for, Notes
validly tendered and not validly withdrawn pursuant to the Offer is subject
to, and conditioned upon, the satisfaction or waiver of certain conditions as
set forth in the Offer to Purchase, in the sole and absolute discretion of the
Company.

The Company has retained Merrill Lynch International, NatWest Markets
Securities Inc. and RBC Capital Markets, LLC as Dealer Managers and D.F. King
as Information and Tender Agent (the "Information and Tender Agent") for the
purposes of the Offer.

Questions regarding procedures for tendering Notes may be directed to D.F.
King at +44 20 7920 9700 (London), +1 (212) 269-5550 (New York City) or +1
(877) 732-3614 (New York City toll-free), or by email to
vodafone@dfkingltd.com. Questions regarding the Offer 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,
to NatWest Markets Securities Inc. at +1 (800) 231-5380 (toll free), +1 (203)
897 6166 or +44 20 7678 5222 (in London) or by email at
liabilitymanagement@natwestmarkets.com and to RBC Capital Markets, LLC at +1
(877) 381-2099 (toll free), +1 (212) 618-7843 or +44 20 7029 7063 (in London)
or by email at liability.management@rbccm.com.

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 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
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 mentioned herein have not been, and will
not be, registered under the United States Securities Act of 1933 (the
"Securities Act"). The New Notes may not be offered or sold in the United
States or to, or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of
securities in the United States.

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.

Offer and Distribution Restrictions

Italy

None of the Offer, this announcement, the Offer to Purchase or any other
document or materials relating to the 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 Offer is being
carried out in Italy as an exempted 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. Holders or beneficial
owners of the Notes 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 applicable laws and
regulations or with requirements imposed by CONSOB, the Bank of Italy 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 and such
documents and/or materials have not been approved by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 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 as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, and none of this
announcement, the Offer to Purchase or 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 (investisseurs qualifiés) within
the meaning ascribed to them in, and in accordance with, Article 2(e) of the
Regulation (EU) 2017/1129. Neither this announcement nor the Offer to Purchase
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,
document or material related thereto has been, or will be, submitted or
notified to, or approved by, the Belgian Financial Services and Markets
Authority (Autorité des services et marchés 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 of the Belgian
Law of April 1, 2007 on takeover bids (loi relative aux offres publiques
d'acquisition/wet op de openbare overnamebiedingen) (the "Belgian Takeover
Law"), as amended or replaced from time to time. Accordingly, the Offer may
not be, and is not being advertised, and this announcement, 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, directly or indirectly, to any person
located and/or resident within Belgium, other than (i) those who qualify as
qualified investors (investisseurs qualifiés/qekwalificeerde beleggers),
within the meaning of Article 2(e), of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market, and repealing Directive 2003/71/EC acting on their own
account; and (ii) in any circumstances set out in Article 6, §4 of the
Belgian Takeover Law. 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, including
for any offering in Belgium, except as may otherwise be permitted by law, and
shall not be 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 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 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 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 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 "Description of the
Offer-Procedures for Tendering Notes-Other Matters" in the Offer to Purchase.
Any tender of Notes for purchase pursuant to the 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 Notes for purchase pursuant to the 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 recognized 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 realized,
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 materialize, 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.

 

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