REG - Vodafone Group Plc - VODAFONE ANNOUNCES FINAL RESULTS OF TENDER OFFERS

VodafoneAnnouncement

14/02/2023 13:15

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RNS Number : 9027P  Vodafone Group Plc  14 February 2023

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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 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 FINAL RESULTS OF TENDER OFFERS

 

(Newbury, Berkshire - England) - February 14, 2023 - Vodafone Group Plc
("Vodafone" or the "Company") announced today the results of its previously
announced three concurrent, but separate, offers to purchase for cash any and
all of the outstanding series of notes listed in the table below
(collectively, the "Notes"), which were made upon the terms of and subject to
the conditions in the offers to purchase dated February 7, 2023 (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"). The Company's obligation to complete an Offer with respect
to a particular series of Notes was conditioned on the aggregate principal
amount of the validly tendered and not validly withdrawn Notes, together with
the aggregate principal amount of Notes of each series accepted for purchase
with a higher Acceptance Priority Level, not exceeding $2.0 billion (the
"Maximum Tender Acceptance Amount"), subject to the provisions set forth in
the Offer to Purchase. The Company's obligation to complete an Offer with
respect to a particular series of Notes was also conditioned on the New
Financing Condition.

 

On February 10, 2023, the Company closed the offering of U.S.$700,000,000
5.625% Notes due February 2053 and U.S.$500,000,000 5.750% Notes due February
2063 (together, the "New Dollar Notes") and Vodafone International Financing
DAC, an indirect wholly owned subsidiary of the Company, closed the offering
of €500,000,000 4.000% Notes due February 2043 (the "New Euro Notes"). The
proceeds of both offerings are expected to fund the Offers. As a result, the
New Financing Condition has been satisfied with respect to each Offer.

The offers to purchase with respect to each series of Notes are referred to
herein as the "Offers" and each, an "Offer." Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to them in the
Offer to Purchase.

The Offers expired at 5:00 p.m., New York City time, on February 13, 2023 (the
"Expiration Time"). At the Expiration Time, the aggregate principal amount of
2048 Notes (as defined below) validly tendered and not validly withdrawn was
below the Maximum Tender Acceptance Amount and, therefore, the Maximum Tender
Acceptance Amount Condition was satisfied for the 2048 Notes. In accordance
with the terms of the Offers, the Company is accepting for purchase any and
all of the 2048 Notes of such series validly tendered and not validly
withdrawn. However, at the Expiration Time the aggregate principal amount of
validly tendered and not validly withdrawn 2043 Notes (as defined below)
(together with the aggregate principal amount of all validly tendered and not
validly withdrawn 2048 Notes) was greater than the Maximum Tender Acceptance
Amount so the Maximum Tender Acceptance Amount Condition was not met for the
2043 Notes. Accordingly, the Company will not accept for purchase such 2043
Notes and is terminating the Offer with respect to the 2043 Notes. The
aggregate principal amount of 2038 Notes (as defined below) validly tendered
and not validly withdrawn (together with the aggregate principal amount of all
validly tendered and not validly withdrawn 2048 Notes) was below the Maximum
Tender Acceptance Amount therefore the Maximum Tender Acceptance Amount
Condition was also satisfied for the 2038 Notes.  In accordance with the
terms of the Offers, the Company is accepting for purchase any and all of the
2038 Notes of such series validly tendered and not validly withdrawn.

The following table sets forth the aggregate principal amount of Notes validly
tendered at or prior to the Expiration Time and not validly withdrawn,
according to information provided by D.F. King, the Information and Tender
Agent (the "Information and Tender Agent") for the Offers:

 Acceptance Priority Level  Title of Security               CUSIP / ISIN              Principal Amount Previously Outstanding  Principal Amount Tendered((1))  All Validly Tendered Notes Accepted?  Principal Amount Remaining Outstanding((2))  Purchase Price Consideration((3))
 1                          5.250% Notes due May 2048       92857WBM1 / US92857WBM10  $3,000,000,000                           $1,560,101,000                  Yes                                   $1,439,899,000                               $955.34

                            (the "2048 Notes")
 2                          4.375% Notes due February 2043  92857WBD1 / US92857WBD11  $1,400,000,000                           $544,234,000                    No                                    $1,400,000,000                               N/A

                            (the "2043 Notes")
 3                          5.000% Notes due May 2038       92857WBL3 / US92857WBL37  $1,000,000,000                           $421,913,000                    Yes                                   $578,087,000                                 $968.55

                            (the "2038 Notes")

(1)   The principal amounts of Notes listed in the table above include the
following aggregate principal amounts of Notes that were tendered pursuant to
the Guaranteed Delivery Procedures, the acceptance of which (in respect of the
2048 Notes and the 2038 Notes) remains subject to the valid delivery at or
prior to 5:00 p.m., New York City time, on February 15, 2023 (the "Guaranteed
Delivery Date") of such Notes, pursuant to the terms and subject to the
conditions set forth in the Offer to Purchase: (i) $41,590,000 aggregate
principal amount of the 2048 Notes, (ii) $988,000 aggregate principal amount
of the 2043 Notes and (iii) $4,619,000 aggregate principal amount of the 2038
Notes.

(2)   The principal amounts of Notes remaining outstanding listed in the
table above assumes that the 2048 Notes and the 2038 Notes tendered pursuant
to the Guaranteed Delivery Procedures will be validly tendered at or prior to
the Guaranteed Delivery Date and accepted for purchase pursuant to the Offers.

(3)   Per $1,000 in principal amount of each series of Notes validly
tendered at or prior to the Expiration Time or the Guaranteed Delivery Date
pursuant to the Guaranteed Delivery Procedures, not validly withdrawn and
accepted for purchase.

In addition to the applicable Purchase Price Consideration, Holders whose
Notes are accepted for purchase will be paid the applicable Accrued Interest.
Interest will cease to accrue on the Settlement Date for all Notes accepted in
the Offers.

In respect of accepted Notes that were delivered at or prior to the Expiration
Time, the Company expects the Settlement Date to occur on the second business
day after the Expiration Time, February 15, 2023. In respect of accepted 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, February 16, 2023.

For additional information, please contact the Dealer Managers, Goldman Sachs
& Co. LLC at +1 (800) 828-3182 (U.S. Toll Free), +1 (212) 902-6351 (U.S.)
or +44 20 7774 4836 (London) or by email to
liabilitymanagement.eu@ny.email.gs.com and Merrill Lynch International at +1
(888) 292-0070 (U.S. Toll Free), +1 (980) 387-3907 (U.S.) or +44-20-7996-5420
(London) or by email at dg.lm-emea@bofa.com or the Information and Tender
Agent, D.F. King at +44 20 7920 9700 (London), +1 (212) 269-5550 (New York
City) or +1 (800) 605-1957 (U.S. Toll Free) or by email to
vodafone@dfkingltd.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 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.

The New Dollar Notes were issued pursuant to a registration statement (File
No. 333-240163) filed on Form F-3ASR with the United States Securities and
Exchange Commission. Any investment decision to purchase any New Dollar Notes
should be made solely on the basis of the information contained in the
prospectus dated July 29, 2020, as supplemented by the prospectus supplement
dated February 7, 2023 (together, the "Company Prospectus"), and no reliance
is to be placed on any representations other than those contained in the
Company Prospectus.

The New Euro Notes have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act"). The New Euro 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 the New Euro Notes in the United States.

The distribution of 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 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 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 Rosemary Martin, 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
document 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 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 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 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 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 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.
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 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 (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 Offers do not constitute
public offerings 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 Offers may
not be, and are 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 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 below 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 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 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.

 

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