REG - Vodafone Group Plc - Vodafone announces Maximum Acceptance Amount

VodafoneAnnouncement

25/05/2023 11:15

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RNS Number : 6694A  Vodafone Group Plc  25 May 2023

Vodafone Group Plc announces Maximum Dollar Acceptance Amount 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

25 May 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 principal amount of the New Euro Notes
and of the New Sterling Notes, in each case to be issued on 30 May 2023 and,
in respect of the Dollar Securities only, the GBPEUR FX Rate and the Maximum
Dollar Acceptance Amount. The Offers are being 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, and are subject
to the offer and distribution restrictions set out below and as more fully
described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from the Tender Agent as set out below.

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

 

Following the pricing of the New Euro Notes and of New Sterling Notes on 24
May 2023, the Company announces:

(a)           the principal amount of the New Euro Notes to be
issued on 30 May 2023 is €750,000,000;

(b)           the principal amount of the New Sterling Notes to be
issued on 30 May 2023 is £500,000,000;

(c)           the GBPEUR FX Rate has been set a fixed conversion
rate of €1.00 to £0.8685; and

(d)           the Maximum Dollar Acceptance Amount has been set at
U.S.$324,008,000.

For the avoidance of doubt, the Maximum Dollar Acceptance Amount has been
rounded down to the nearest U.S.$1,000 on the basis that Securities can only
be tendered in a minimum principal amount of no less than the Minimum
Denomination in respect of the relevant Series, and may thereafter be
submitted in integral multiples of €1,000 or U.S.$1,000 in excess of the
relevant Minimum Denomination, as applicable, as further described in the
Tender Offer Memorandum.

The Company intends to accept for purchase Dollar Securities validly tendered
pursuant to the relevant Offer up to the Maximum Dollar Acceptance Amount on
the terms and conditions contained in the Tender Offer Memorandum. The Company
reserves the right (in its sole and absolute discretion) to accept Dollar
Securities validly tendered for purchase in an amount more than or less than
the Maximum Dollar Acceptance Amount, or to accept none of the Dollar
Securities validly tendered for purchase pursuant to the relevant Offer. If
the acceptance of the aggregate principal amount of the Dollar Securities
validly tendered for purchase pursuant to the relevant Offer would result in
the Maximum Dollar Acceptance Amount being exceeded, scaling of the tendered
Dollar Securities on a pro rata basis may apply, as further described in the
Tender Offer Memorandum.

For the avoidance of doubt, the Company intends to accept for purchase any and
all Euro Securities validly tendered pursuant to the relevant Offer on the
terms and conditions contained in the Tender Offer Memorandum and no scaling
will be applied to Tender Instructions that are accepted in respect of the
Euro Securities.

 

Each Offer began on 24 May 2023 and will expire at 4.00 p.m. (London time) on
1 June 2023 (the "Expiration Deadline"), unless extended, re-opened, amended,
withdrawn and/or terminated by the Company (in its sole and absolute
discretion), as provided in the Tender Offer Memorandum.

The Company will announce, as soon as practicable on the Business Day
immediately following the Expiration Deadline, its decision on whether to
accept (subject to satisfaction, or waiver, of the New Financing Condition and
the other conditions described in the Tender Offer Memorandum) valid tenders
of Securities pursuant to the Offers and, if so accepted, of (i) each Series
Acceptance Amount, (ii) any Pro-ration Factor that will be applied to Dollar
Securities validly tendered for purchase and (iii) the aggregate principal
amount of each Series that will remain outstanding after the Settlement Date.

 

Further Information

Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for participating in, the
Offers.

Requests for information in relation to the Offers should be directed to:

 THE DEALER MANAGERS

 BNP Paribas                                  Merrill Lynch International

 16, boulevard des Italiens                   2 King Edward Street

 75009 Paris                                  London EC1A 1HQ

 France                                       United Kingdom

                                              Telephone: +44 20 7996 5420

 Telephone: +33 1 55 77 78 94                 Email: DG.LM-EMEA@bofa.com

 Email: liability.management@bnpparibas.com   Attention: Liability Management Group

 Attention: Liability Management Group

 NatWest Markets Plc

 250 Bishopsgate

 London EC2M 4AA

 United Kingdom

 Telephone: +44 20 7678 5282

 Email: liabilitymanagement@natwestmarkets.com

 Attention: Liability Management Group

Requests for information in relation to the procedures for tendering
Securities in, and for any documents or materials relating to, the Offers
should be directed to:

 

 THE TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Email: vodafone@is.kroll.com

Attention: Owen Morris

 Website: https://deals.is.kroll.com/vodafone

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. Any Securityholder who is in any doubt as to
the action it should take, it is recommended to seek its own financial and
legal advice, including in respect of any financial, accounting and tax
consequences, immediately from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any individual or
company whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Securities in the Offers. None of the Company, the
Dealer Managers or the Tender Agent makes any recommendation whether the
Securityholders should tender Securities in the Offers.

 

Offer and Distribution Restrictions

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 come(s) are required by
each of the Company, the Dealer Managers and the Tender Agent to inform
themselves about and to observe any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or
the solicitation of an offer to sell Securities (and tenders of Securities in
the Offers will not be accepted from Securityholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws requires an Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer shall be deemed
to be made on behalf of the Company by such Dealer Manager or such affiliate
(as the case may be) in such jurisdiction.

Any investment decision to purchase any New Euro Notes should be made solely
on the basis of the information contained in the base prospectus dated 22
September 2022 (as supplemented by supplementary prospectuses dated 15
November 2022 and 22 May 2023) in connection with the Company's
€30,000,000,000 Euro Medium Term Note Programme (together the "Prospectus")
and the final terms (the "Euro Notes Final Terms") in respect of the New Euro
Notes pursuant to which the New Euro Notes are intended to be issued, and no
reliance is to be placed on any representations other than those contained in
the Prospectus and the Euro Notes Final Terms. Subject to compliance with all
applicable securities laws and regulations, the Prospectus and Euro Notes
Final Terms are available from one of the Joint Lead Managers (as defined
herein) of the issue of the New Euro Notes, on request. In addition, the
Prospectus is available, and the Euro Notes Final Terms, when published, will
be available, at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
(https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us) .

Holders who may wish to subscribe for New Euro Notes should carefully consider
all of the information in the Prospectus, including (but not limited to) the
risk factors therein, and (once published) the Euro Notes Final Terms.

Any investment decision to purchase any New Sterling Notes should be made
solely on the basis of the information contained in the Prospectus and the
final terms (the "Sterling Notes Final Terms" and together with the Euro Notes
Final Terms, the "Final Terms") in respect of the New Sterling Notes pursuant
to which the New Sterling Notes are intended to be issued, and no reliance is
to be placed on any representations other than those contained in the
Prospectus and the Sterling Notes Final Terms. Subject to compliance with all
applicable securities laws and regulations, the Prospectus and Sterling Notes
Final Terms are available from one of the Joint Lead Managers of the issue of
the New Sterling Notes, on request. In addition, the Prospectus is available,
and the Sterling Notes Final Terms, when published, will be available, at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
(https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us) .

Holders who may wish to subscribe for New Sterling Notes should carefully
consider all of the information in the Prospectus, including (but not limited
to) the risk factors therein, and (once published) the Sterling Notes Final
Terms.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
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).

Compliance information for the New Euro Notes: EEA MiFID II / UK MiFIR
professionals / ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target
market (EEA MiFID II and UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution channels). No
EEA or UK PRIIPs key information document (KID) has been prepared as not
available to retail in the EEA or the UK.

Compliance information for the New Sterling Notes: UK MiFIR professionals /
ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and professional clients only
(all distribution channels). No EEA or UK PRIIPs key information document
(KID) has been prepared as not available to retail in the EEA or the UK.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Euro Notes will be €100,000 and the New Sterling
Notes will be £100,000.

United States. The Offers are not being made, and will not be made, directly
or indirectly, in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Securities may not
be tendered in the Offers by any such use, means, instrumentality or facility
from or within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to persons
located or resident in the United States. Any purported tender of Securities
in an Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

This announcement and the Tender Offer Memorandum are not an offer of
securities for sale in the United States or to U.S. Persons (as defined in
Regulation S of the Securities Act (each a "U.S. Person")). Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, 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, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Securities participating in an Offer will represent that it is
not located in the United States and is not participating in such Offer from
the United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in such Offer from the United States. For the purposes of this and
the above two paragraphs, "United States" means the United States of America,
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 of America and the District of Columbia.

United Kingdom. The communication of this announcement, the Tender Offer
Memorandum 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 within Article 43 of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum 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. The
Offers are being carried out in the Republic of Italy ("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. Accordingly, Securityholders or beneficial owners of the Securities
that are located in Italy can tender some or all of their Securities for
purchase in the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the
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 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
Securities or the Offers.

France. The Offers are not being made, directly or indirectly, to the public
in the Republic of France ("France"). Neither this announcement, the Tender
Offer Memorandum nor any other document or material relating to the Offers has
been or shall be distributed to the public in France and only qualified
investors (as defined in Regulation (EU) 2017/1129) are eligible to
participate in the Offers. Neither this announcement nor the Tender Offer
Memorandum and any other document or material relating to the Offers has been
or will be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.

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