REG - Vodafone Group Plc - Vodafone Announces Final Results of Tender Offers

VodafoneAnnouncement

02/06/2023 08:00

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RNS Number : 4798B  Vodafone Group Plc  02 June 2023

Vodafone Group Plc announces final results in respect of its Tender Offers

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.

 

2 June 2023

In connection with the invitations by Vodafone Group Plc (the "Company") to
holders of (a) its outstanding €2,000,000,000 Capital Securities due 2079
(ISIN: XS1888179477) and (b) its outstanding U.S.$1,300,000,000 Capital
Securities due 2078 (ISIN: XS1888180640) (together, the "Securities") to
tender their Securities for purchase by the Company for cash (each such
invitation, an "Offer" and together, the "Offers") first announced on 24 May
2023, the Company announces today the final results of the Offers. The Offers
were made on the terms and subject to the conditions (including, without
limitation, the New Financing Condition) contained in the tender offer
memorandum dated 24 May 2023 (the "Tender Offer Memorandum") prepared by the
Company in respect of the Offers.

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 Offers was 4.00 p.m. (London time) on 1 June
2023.

The Company announces that the New Financing Condition has been satisfied. The
Company announced on 25 May 2023 that, in respect of the Dollar Securities
only, the Maximum Dollar Acceptance Amount was U.S.$324,008,000.

The Company announces it will accept validly tendered Securities pursuant to
the Offers in the amounts as set out in the table below.

 

 Description of the                              Common Code / ISIN        Aggregate                                      Series Acceptance Amount  Pro-ration Factor that will be applied to Dollar Securities  Aggregate principal amount outstanding after the Settlement Date

Securities

nominal amount validly tendered for purchase
(if any)(*)

 €2,000,000,000 Capital Securities due 2079      188817947 / XS1888179477  €1,561,295,000                                 €1,561,295,000            N/A                                                          €438,705,000
 U.S.$1,300,000,000 Capital Securities due 2078  188818064 / XS1888180640  U.S.$1,054,012,000                             U.S.$324,008,000          26.1164%                                                     U.S.$975,992,000
 * See the section headed "Further Information and Terms and Conditions -
 Pro-ration of Tenders" in the Tender Offer Memorandum for further information.

 

 

 

 

The expected Settlement Date for the Offers is 6 June 2023.

 

DEALER MANAGERS

 

BNP Paribas (Telephone: +33 1 55 77 78 94; Email:
liability.management@bnpparibas.com; Attention: Liability Management Group);
Merrill Lynch International (Telephone: +44 20 7996 5420; Email:
DG.LM-EMEA@bofa.com; Attention: Liability Management Group); and NatWest
Markets Plc (Telephone: +44 20 7678 5282; Email:
liabilitymanagement@natwestmarkets.com;

Attention: Liability Management Group).

 

TENDER AGENT

 

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email:
vodafone@is.kroll.com; Attention: Owen Morris).

 

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 Managers and
the Tender Agent to inform themselves about, and to observe, any such
restrictions.

 

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