REG - Vodafone Group Plc - VODAFONE ANNOUNCES PRICING OF CASH TENDER OFFERS

VodafoneAnnouncement

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RNS Number : 1867R  Vodafone Group Plc  15 July 2025

 

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

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
UK MAR

15 July 2025

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES PRICING AND ACCEPTANCE AMOUNTS
OF ITS CASH TENDER OFFERS OF CERTAIN U.S. DOLLAR AND STERLING DENOMINATED
NOTES DUE 2043 TO 2059 AND EXTENSION OF EARLY TENDER PREMIUM

 

(Newbury, Berkshire - England) - July 15, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announced today the pricing of its previously
announced offers to purchase for cash the outstanding series of notes listed
in the table below (the "Notes") upon the terms of, and subject to the
conditions set out in, the offer to purchase dated June 30, 2025 (the "Offer
to Purchase").

Each offer to purchase each series of Notes is referred to herein as an
"Offer" and the offers to purchase the Notes as the "Offers." Capitalised
terms not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.

Pricing and Early Acceptance of Offers

Upon the terms and subject to the conditions set forth in the Offer to
Purchase, the Total Consideration (as defined in the Offer to Purchase) for
the Notes is set forth in the following table:

 Title of Security                                                  CUSIP/ISIN /                       Principal Amount Outstanding     Acceptance Priority Level((1))     Sub-Cap((2))          Aggregate Principal Amount Tendered     Aggregate Principal Amount Accepted     Reference Yield     Fixed Spread (basis points)     Total Consideration ((3)(4))

Common Code
 USD 4.25% Notes due September 17, 2050 (the "2050 Notes")          92857WBU3 / US92857WBU36 / N/A     $1,500,000,000                   1                                  $750,000,000((4))     $671,058,000                            $671,058,000                            5.014%              100                             $772.64
 USD 5.125% Notes due June 19, 2059 (the "2059 Notes")              92857WBT6 / US92857WBT62 / N/A     $500,000,000                     2                                  N/A                   $196,695,000                            $196,695,000                            5.014%              105                             $865.51
 GBP 3.00% Notes due August 12, 2056 (the "2056 Notes")             N/A / XS1472483772 / 147248377     £1,000,000,000                   3                                  N/A                   £677,854,000                            £677,854,000                            5.462%              80                              £549.41
 USD 4.875% Notes due June 19, 2049 (the "USD 2049 Notes")          92857WBS8 / US92857WBS89 / N/A     $1,750,000,000                   4                                  N/A                   $563,960,000                            $563,960,000                            5.014%              100                             $856.46
 GBP 3.375% notes due August 8, 2049 (the "GBP 2049 Notes")         N/A / XS1468494239 / 146849423     £800,000,000                     5                                  N/A                   £464,109,000                            £464,109,000                            5.389%              80                              £643.78
 USD 5.25% Notes due May 30, 2048 (the "2048 Notes")                92857WBM1 / US92857WBM10 / N/A     $1,443,947,000                   6                                  N/A                   $185,834,000                            $185,834,000                            5.008%              95                              $912.13
 USD 4.375% Notes due February 19, 2043 (the "2043 Notes")          92857WBD1 / US92857WBD11 / N/A     $751,064,000                     7                                  N/A                   $47,313,000                             $47,313,000                             5.008%              70                              $853.21

 Notes:
 (1)         The Offers are subject to the Maximum Tender Amount and
 Acceptance Priority Levels.
 (2)         The 2050 Sub-Cap, as set out in Table I above, represents
 the maximum aggregate principal amount of 2050 Notes that shall be purchased
 by the Company, subject to the applicable Maximum Tender Amount.

 (3)         The Total Consideration in respect of each series of the
 Notes were calculated at or around 10:30 a.m., New York City time, today (the
 "Price Determination Date") in accordance with standard market practice, as
 described in the Offer to Purchase.

 (4)         For each $1,000 or £1,000, as applicable, principal
 amount of Notes validly tendered at or prior to 5:00 p.m., New York City time,
 on July 29, 2025 (the "Expiration Date") calculated in accordance with
 standard market practice, as described in the Offer to Purchase. The Company
 has announced today that it has amended the terms and conditions of the Offers
 to extend the deadline for receiving the applicable Early Tender Premium with
 respect to each series of Notes through to the Expiration Date. The amounts
 shown already include the Early Tender Premium.

 

Results of the Offers at the Early Tender Deadline were announced on July 15,
2025. The amount of a series of Notes that will be purchased in the Offers has
been determined in accordance with the acceptance priority levels set forth in
the table above (each an "Acceptance Priority Level"), with 1 being the
highest Acceptance Priority Level and 7 being the lowest Acceptance Priority
Level, subject to the Maximum Tender Amount and, with respect to the 2050
Notes, the 2050 Sub-Cap. As indicated in the table above, all Notes that were
validly tendered prior to the Early Tender Deadline have been accepted in
full, without proration.

Subject to the terms and conditions of the Offers, Holders that validly
tendered and did not validly withdraw their Notes at or prior to the Early
Tender Deadline and whose Notes are accepted for purchase by the Company will
be eligible to receive the applicable Total Consideration, which already
includes the Early Tender Premium, together with an amount equal to the
Accrued Interest. The Company expects the Early Settlement Date to occur on
the second business day after the Early Tender Deadline, July 17, 2025.

Expiration Deadline and Extension of Early Tender Premium

 

The Offers for the Notes will expire at 5:00 p.m., New York City time, on July
29, 2025 (such date and time, as the same may be extended, the "Expiration
Date"). In addition, the Company announced today that it has amended the terms
and conditions of the Offers to extend the deadline for receiving the
applicable Early Tender Premium with respect to each series of Notes through
to the Expiration Date, unless extended or earlier terminated. Accordingly,
subject to the Maximum Tender Amount, the Acceptance Priority Levels and the
2050 Sub-Cap, Holders who validly tender their Notes following the Early
Tender Deadline and at or prior to the Expiration Date will now receive the
applicable Total Consideration (which includes the applicable Early Tender
Premium) for such Notes accepted for purchase.

The Withdrawal Deadline has passed and has not been extended. Notes tendered
pursuant to the Offers may no longer be withdrawn, except as required by law.

The "Final Tender Results Announcement Date" is expected to be July 30, 2025,
unless the Offers are extended. In respect of Notes that are validly tendered
after the Early Tender Deadline and at or prior to the Expiration Date and
accepted for purchase, the Company expects the Final Settlement Date to occur
on the second business day after the Expiration Date, July 31, 2025.

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

The consummation of the Offers and the Company's obligation to accept and pay
for the Notes validly tendered (and not validly withdrawn) pursuant to the
Offers are subject to the satisfaction or waiver of certain conditions
described in the Offer to Purchase and subject to the Maximum Tender Amount.
The Company reserves the right, subject to applicable law, to amend or waive
any and all conditions to the Offers.

The purchase price for the Dollar Notes and the Sterling Notes will be paid in
U.S. Dollars and Sterling, respectively. To determine whether the Maximum
Tender Amount has been reached at any given point, the aggregate applicable
purchase price payable (excluding Accrued Interest) for the Dollar Notes and
the Sterling Notes validly tendered was or will be converted into Euro using a
conversion rate of $1: €0.8573 with respect to the Dollar Notes and £1:
€1.1510 with respect to the Sterling Notes, which were the exchange rates as
of 5:00 p.m., New York City time, on the Early Tender Deadline as reported on
the Bloomberg screen page "BFIX" under the headings "USDEUR" and "GBPEUR",
respectively.

Holders of Notes are advised to check with any intermediary (as defined in the
Offer to Purchase) through which they hold Notes as to when such intermediary
would need to receive instructions from a beneficial owner in order for that
beneficial owner to be able to participate in, or (in the circumstances in
which revocation is permitted) revoke their instruction to participate in the
Offers before the deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and the applicable Clearing System for
participation in the Offers may be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.

The Company has retained Merrill Lynch International, and Deutsche Bank AG,
London Branch and Deutsche Bank Securities Inc. (collectively, "Deutsche Bank
Securities"), as Dealer Managers and Kroll Issuer Services Limited as Tender
and Information Agent (the "Tender and Information Agent") for the purposes of
the Offers.

Questions regarding procedures for tendering the Notes may be directed to the
Tender and Information Agent at +44 20 7704 0880 or by email to
vodafone@is.kroll.com, Attention: Owen Morris. Questions regarding the Offers
may be directed to Merrill Lynch International at +44 207 996 5420 (in
London), +1 (888) 292-0070 (U.S. toll free) or +1 (980) 387-3907 (U.S.) or by
email to DG.LM-EMEA@bofa.com and to Deutsche Bank Securities at +1 (866)
627-0391 (U.S. toll free), +1 (212) 250-2955 (U.S.) or + 44 20 7545 8011 (in
London).

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.

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.

This announcement is being made by Vodafone Group Plc and contains information
that qualified or may have qualified as inside information for the purposes of
(a) Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR") 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 Maaike de Bie, 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
documents 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 the Republic of Italy ("Italy") as an exempt offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February
24, 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that are resident or 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 February 15, 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with any
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
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 by 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
("FSMA 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 is exempt from
the restriction on financial promotions under section 21(1) of the FSMA on the
basis that it is only directed at and may only be communicated to: (1) persons
who are outside of the United Kingdom; (2) investment professionals falling
within the definition contained in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (3) those persons who are existing members or creditors of the
Company or other persons falling within Article 43(2) of the Financial
Promotion Order; or (4) any other persons to whom such documents and/or
materials may lawfully be communicated in accordance with the Financial
Promotion Order (all such persons together referred to as "relevant persons").
This announcement, the Offer to Purchase and any other documents or materials
relating to the Offers are only available to relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of its
contents.

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 as defined in Article 2(e) of the
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). None of this
announcement, the Offer to Purchase or any other document or materials
relating to the Offers have 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,
documents or materials relating to the Offers has been, or will be, submitted
or notified to, or approved or recognized 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 a public offering within the meaning of Articles
3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover
bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare
overnamebiedingen"), as amended or replaced from time to time. Accordingly,
the Offers may not be, and are not being advertised, and this announcement,
the Offer to Purchase, 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, have not and will not be
distributed or made available, directly or indirectly, to any person located
and/or resident within Belgium, other than to "qualified investors"
("investisseurs qualifiés"/"qekwalificeerde belegge"), within the meaning of
Article 2(e) of the Prospectus Regulation acting on their own account. Insofar
as Belgium is concerned, the Offers are made only to qualified investors, as
this term is defined above. 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 or
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 above 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 Tender and Information 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.

 

ENDS

 

About Vodafone

Vodafone is a leading European and African telecoms company.

We serve over 340 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 205 million IoT connections, and we provide
financial services to around 88 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:  i (https://investors.vodafone.com) nvestors.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)
                      (https://investors.vodafone.com)
 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
 2FN, England. Registered in England No. 1833679

 

 

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