REG - Vodafone Group Plc - Vodafone Group Plc Launches Cash Tender Offers

VodafoneAnnouncement

07/02/2023 07:30

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RNS Number : 1404P  Vodafone Group Plc  07 February 2023

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 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 LAUNCHES ANY AND ALL CASH TENDER OFFERS

(Newbury, Berkshire - England) - February 7, 2023 - Vodafone Group Plc
("Vodafone" or the "Company") announces the launch of 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") 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 is 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principal amount of the validly tendered and not validly withdrawn Notes,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
herein.

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.

Holders are advised to read carefully the Tender Offer Documents for full
details of, and information on the procedures for participating in, the
Offers. All documentation relating to the Offers, including the Tender Offer
Documents, together with any updates, are available at the following website:
https://sites.dfkingltd.com/vodafone (https://sites.dfkingltd.com/vodafone) .

 Acceptance Priority Level  Title of Security               CUSIP / ISIN              Outstanding Principal Amount  Reference U.S. Treasury Security  Bloomberg Reference Page((1))  Fixed Spread (basis points)
 1                          5.250% Notes due May 2048       92857WBM1 / US92857WBM10  $3,000,000,000                UST 3.00% due August 15, 2052     FIT1                           175
 2                          4.375% Notes due February 2043  92857WBD1 / US92857WBD11  $1,400,000,000                UST 4.00% due November 15, 2042   FIT1                           155
 3                          5.000% Notes due May 2038       92857WBL3 / US92857WBL37  $1,000,000,000                UST 4.125% due November 15, 2032  FIT1                           155

 

(1)       The page on Bloomberg from which the Dealer Managers will
quote the bid-side price of the applicable Reference U.S. Treasury Security.

Purpose of the Offers

The Offers and the issuance of the New Notes (as defined in the Offer to
Purchase) are being undertaken to proactively manage the Company's outstanding
debt portfolio.

Purchase Price Consideration

Upon the terms and subject to the conditions set forth in the Tender Offer
Documents, Holders who validly tender and do not validly withdraw Notes at or
prior to the Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, and whose Notes are accepted for purchase by
the Company, will receive the applicable Purchase Price Consideration for each
$1,000 principal amount of each series of Notes, which will be payable in
cash.

The Purchase Price Consideration applicable to each series of Notes will be
calculated at the Price Determination Time and will be determined in
accordance with standard market practice, as described below, using the sum
of:

(i)      the reference yield, as calculated by the Dealer Managers in
accordance with standard market practice, that corresponds to the bid-side
price of the applicable Reference U.S. Treasury Security specified in the
table above for each series of Notes appearing at the Price Determination Time
on the Bloomberg Reference Page specified in the table above for such series
of Notes (or any other recognised quotation source selected by the Company in
consultation with the Dealer Managers if such quotation report is not
available or manifestly erroneous) (such reference yield, the "Reference
Yield"), plus

(ii)     the applicable Fixed Spread specified in the table above for such
series of Notes (such sum, the "Offer Yield").

Accordingly, the applicable Purchase Price Consideration payable by the
Company for each $1,000 principal amount of each series of Notes accepted by
the Company pursuant to the relevant Offer will equal:

(i)      the present value on the Settlement Date, as determined at the
Price Determination Time, of $1,000 principal amount of such Notes due on the
scheduled maturity date of such Notes and all scheduled interest payments on
the principal amount of such Notes to be made from (but excluding) the
Settlement Date up to (and including) such scheduled maturity date, discounted
to the Settlement Date in accordance with standard market practice, at a
discount rate equal to the applicable Offer Yield, minus

(ii)     the applicable Accrued Interest per $1,000 principal amount of
such Notes;

with such total amount being rounded to the nearest cent per $1,000 principal
amount of such Notes. The calculation of the Purchase Price Consideration
applicable to each series of Notes is also described by the formula set forth
in Annex A-1 to the Offer to Purchase.

The Company will issue a press release specifying the Purchase Price
Consideration in respect of each series of Notes as soon as reasonably
practicable after the determination thereof by the Dealer Managers.

All Notes accepted in the Offers will be cancelled and retired by the Company.

Accrued Interest

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.

New Financing Condition

The Company also intends to issue New Dollar Notes (as defined in the Offer to
Purchase) and Vodafone International Financing DAC, an indirect wholly owned
subsidiary of the Company, intends to issue New Euro Notes (as defined in the
Offer to Purchase). Whether the Company will accept for purchase any Notes
validly tendered in the Offers and complete the Offers is subject, without
limitation, to the successful completion (in the sole determination of the
Company) of both the issuance of the New Dollar Notes and the issuance of the
New Euro Notes (the "New Financing Condition"). The New Dollar Notes will be
issued pursuant to a registration statement (File No. 333-240163) filed on
Form F-3ASR with the United States Securities and Exchange Commission. No
action has been or will be taken in any jurisdiction in relation to the New
Euro Notes that would permit a public offering of securities.

Maximum Tender Acceptance Amount Condition

The Company's obligation to complete an Offer with respect to a particular
series of Notes is 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 (with 1 being the highest Acceptance Priority Level
and 3 being the lowest Acceptance Priority Level), not exceeding the Maximum
Tender Acceptance Amount (the "Maximum Tender Acceptance Amount Condition"),
unless waived by the Company as provided in the Tender Offer Documents.
Notwithstanding any other provision in the Tender Offer Documents to the
contrary, if at the Expiration Time for a particular Offer, the aggregate
principal amount for such series of validly tendered and not validly withdrawn
Notes, together with the aggregate principal amount of all validly tendered
and not validly withdrawn Notes of each series with a higher Acceptance
Priority Level, that are accepted for purchase is greater than the Maximum
Tender Acceptance Amount, then the Company will not be obligated to accept for
purchase such series of Notes and may terminate the Offer with respect to such
series of Notes. If the Maximum Tender Acceptance Amount Condition is not met
with respect to every series of Notes because the aggregate principal amount
of the Notes validly tendered and not validly withdrawn (together with the
aggregate principal amount of Notes of each series accepted for purchase with
a higher Acceptance Priority Level) is greater than the Maximum Tender
Acceptance Amount, then the Company will, in accordance with the Acceptance
Priority Levels, accept for purchase all validly tendered and not validly
withdrawn Notes of a given series so long as the Maximum Tender Acceptance
Amount is greater than or equal to the aggregate principal amount of any and
all Notes of such series validly tendered and not validly withdrawn plus the
aggregate principal amount of any and all validly tendered and not validly
withdrawn Notes of all series having a higher Acceptance Priority Level than
such series of Notes that are accepted for purchase, subject to the condition
with respect to Non-Covered Notes further described below.

For purposes of determining whether the aggregate principal amount of Notes
validly tendered and not validly withdrawn exceeds the Maximum Tender
Acceptance Amount, the Company will assume that all Notes delivered pursuant
to the Guaranteed Delivery Procedures will be validly tendered and not validly
withdrawn at or prior to the Guaranteed Delivery Date, and the Company will
not subsequently adjust the series of Notes that it is accepting for purchase
in accordance with the Acceptance Priority Levels if any such Notes are not so
delivered.

If the Maximum Tender Acceptance Amount Condition is not satisfied for any and
all of the validly tendered and not validly withdrawn Notes of a particular
series (each such series of Notes, the "Non-Covered Notes"), at any time at or
prior to the Expiration Time, then:

(1)   no Non-Covered Notes will be accepted for purchase, and

(2)   if there is any series of Notes having a lower Acceptance Priority
Level than the Non-Covered Notes for which the Maximum Tender Acceptance
Amount is equal to or greater than the total of:

     (a) the aggregate principal amount of any and all validly tendered
and not validly withdrawn Notes of such series, plus

     (b) the aggregate principal amount of any and all validly tendered
and not validly withdrawn Notes of all series having a higher Acceptance
Priority Level than such series of Notes, other than the Non-Covered Notes,

then all Notes of such series having a lower Acceptance Priority Level will be
accepted for purchase, until there is no series of Notes with a lower
Acceptance Priority Level to be considered for purchase for which the Maximum
Tender Acceptance Amount Condition is met.

It is possible that any series of Notes with any Acceptance Priority Level
will fail to meet the Maximum Tender Acceptance Amount Condition and therefore
will not be accepted for purchase even if one or more series with a lower
Acceptance Priority Level is accepted for purchase. If any series of Notes is
accepted for purchase under the Offers, all Notes of that series that are
validly tendered and not validly withdrawn will be accepted for purchase. No
series of Notes will be subject to proration pursuant to the Offers. For
further details on the procedures for tendering the Notes, please refer to the
Offer to Purchase, including the procedures set out under the heading
"Description of the Offers-Procedures for Tendering Notes" in the Offer to
Purchase.

Offers Period and Results

The Offers commenced today, February 7, 2023 and will end at 5:00 p.m., New
York City time, on February 13, 2023, unless extended or earlier terminated
with respect to any Offer by the Company in its sole and absolute discretion,
subject to applicable law.

The relevant deadline set by any intermediary or DTC for participation in the
Offers will be earlier than this deadline.

The results of the Offers are expected to be announced on February 14, 2023.
The acceptance of Notes for purchase is conditional on the satisfaction of the
conditions of the Offers as provided in "Description of the Offers-Conditions
to the Offers," including the New Financing Condition and the Maximum Tender
Acceptance Amount Condition. In respect of accepted Notes that are 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.

The Company has retained Merrill Lynch International and Goldman Sachs &
Co. LLC as Dealer Managers and D.F. King as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offers.

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
(800) 605-1957 (New York City toll-free), or by email to
vodafone@dfkingltd.com. Questions regarding the Offers 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
and to Goldman Sachs & Co. LLC at +1 (800)-828-3182 (toll free), +1 (212)
902-6351 or +44 20 7774 4836 (in London) or by email to
liabilitymanagement.eu@ny.email.gs.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.

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 Dollar Notes will be 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 mentioned herein 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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