REG - Vodafone Group Plc - Vodafone Group Plc launches USD Cash Tender Offer
09/09/2025 07:20
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RNS Number : 5696Y Vodafone Group Plc 09 September 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
9 September 2025
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES ANY AND ALL CASH TENDER OFFER
FOR USD CAPITAL SECURITIES DUE 2081
(Newbury, Berkshire - England) - September 9, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces the launch of its offer to purchase
for cash (the "Offer") any and all of its outstanding U.S.$500,000,000 NC5.25
Capital Securities Due 2081 with a current coupon of 3.25% and its first call
date in 2026 (the "Notes"), of which U.S.$500,000,000 is outstanding upon the
terms of, and subject to the conditions in, the offer to purchase dated
September 9, 2025 (the "Offer to Purchase"), including the New Financing
Condition (as defined below).
Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer to Purchase.
Noteholders are advised to read carefully the Offer to Purchase for full
details of, and information on the procedures for participating in, the Offer.
All documentation relating to the Offer, including the Offer to Purchase,
together with any updates, are available at the following website:
https://deals.is.kroll.com/vodafone.
The following table sets forth certain terms of the Offer:
Description of the Securities ISIN/CUSIP Coupon until the First Reset Date First Reset Date Outstanding Principal Amount Early Tender Total Consideration((1)(3)) Early Tender Consideration((2)(3)) Amount subject to the Offer
Tender Premium((1))
U.S.$500,000,000 NC5.25 Capital Securities Due 2081 (the "Notes") ISIN: US92857WBV19 3.250% September 4, 2026 U.S.$500,000,000 98.90% 3.00% 95.90% Any and all
CUSIP: 92857W BV1 (equal to U.S.$989.00 per U.S.$1,000 principal amount of Notes) (equal to U.S.$30.00 per U.S.$1,000 principal amount of Notes) (equal to U.S.$959.00 per U.S.$1,000 principal amount of Notes)
Notes:
(1) Expressed as a percentage of the principal amount of the
Notes validly tendered at or prior to the Early Tender Deadline and which are
accepted for purchase by the Company. The Early Tender Total Consideration is
the sum of the Early Tender Premium and the Tender Consideration. For
avoidance of doubt, the Early Tender Premium is already included in the Early
Tender Total Consideration set out above, and is not payable in addition.
(2) Expressed as a percentage of the principal amount of the
Notes validly tendered after the Early Tender Deadline but at or prior to the
Expiration Deadline and which are accepted for purchase by the Company.
(3) Does not include Accrued Interest, which will be paid in
addition to the Early Tender Total Consideration or Tender Consideration, as
the case may be.
All Notes accepted in the Offer will be cancelled and retired by the Company.
Purpose of the Offer
The Offer, the Concurrent Euro Tender Offer (as defined below) and the
issuance of the New Notes (as defined below) are being undertaken to, among
other things, proactively manage the Company's hybrid capital portfolio.
Concurrent Euro Tender Offer
Concurrently with the launch of the Offer, the Company has commenced a cash
tender offer to purchase any and all of its outstanding €1,000,000,000
Capital Securities due 2080, with a current coupon of 2.625% and its first
call date in 2026, of which €1,000,000,000 is outstanding (the "Concurrent
Euro Tender Offer"). The Concurrent EUR Tender Offer is not conditional on the
Offer and the Offer is not conditional on the Concurrent EUR Tender Offer.
The Concurrent EUR Tender Offer is being made solely on the terms and subject
to the conditions set forth in the tender offer memorandum dated September 9
2025.
None of this announcement, the Offer to Purchase nor the Offer constitutes an
offer to purchase any notes in the concurrent Euro Tender Offer.
The Concurrent Euro Tender Offer is not being made, and will not be made,
directly or indirectly, in or into the United States.
New Financing Condition
The Company is today, September 9, 2025, announcing its intention to issue new
Euro-denominated hybrid securities (the "New Notes"). Whether the Company will
accept for purchase any Notes validly tendered in the Offer and complete the
Offer is subject, without limitation, to the successful completion (in the
sole and absolute determination of the Company) of the issuance of the New
Notes (the "New Financing Condition").
Amount subject to the Offer and Acceptance Amount
The Company intends to accept for purchase any and all Notes validly tendered
pursuant to the Offer on the terms and subject to the conditions contained in
the Offer to Purchase; however, until the Company announces the results of the
Offer, no assurance can be given that any tenders will be accepted. The
acceptance of any Notes for purchase is at the sole and absolute discretion of
the Company and the Company reserves the sole and absolute right not to accept
any Notes for purchase. No pro-ration will be applied to Tender Instructions
that are accepted pursuant to the Offer.
Tender Consideration, Early Tender Premium and Early Tender Total
Consideration
On the Early Tender Settlement Date, Noteholders that validly tender their
Notes (and do not validly withdraw such Notes) at or before the Early Tender
Deadline, if the Company accepts the tender of such Notes, will receive
(subject to the terms and conditions set forth in the Offer to Purchase,
including the New Financing Condition) the Early Tender Total Consideration
(which already includes the Early Tender Premium). The Early Tender Total
Consideration payable for Notes validly tendered and accepted for purchase
will be equal to 98.90% of the principal amount of the Notes, equivalent to
U.S.$989.00 per U.S.$1,000 principal amount of the Notes. The Early Tender
Total Consideration is equal to the sum of the Tender Consideration and the
Early Tender Premium. For the avoidance of doubt, the Early Tender Premium is
already included within the Early Tender Total Consideration and is not in
addition to the Early Tender Total Consideration.
Noteholders that validly tender their Notes after the Early Tender Deadline
but at or before the Expiration Deadline will be paid (subject to the terms
and conditions set forth in the Offer to Purchase, including the New Financing
Condition) the Tender Consideration. The Tender Consideration payable for
Notes validly tendered and accepted for purchase will be equal to 95.90% of
the principal amount of the Notes, equivalent to U.S.$959.00 per U.S.$1,000
principal amount of the Notes.
Accrued Interest
In addition to the applicable consideration, Noteholders 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 Offer. For avoidance of doubt, interest will cease to accrue on the
Settlement Date for all Notes accepted in the Offer.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to the Offer:
Date Calendar Date
Commencement September 9, 2025.
Date...................................................................................
Withdrawal 5:00 p.m., New York City time, on September 22, 2025, unless extended,
Deadline..................................................................................... re-opened, amended, or earlier terminated by the Company, in each case in
accordance with the Offer to Purchase, subject to applicable law.
Early Tender 5:00 p.m., New York City time, on September 22, 2025, unless extended,
Deadline.................................................................................. re-opened, amended, or earlier terminated by the Company, in each case in
accordance with the Offer to Purchase, subject to applicable law.
Announcement of Early Tender Acceptance, Early Tender Results, and As soon as practicable on September 23, 2025, subject to satisfaction or
Satisfaction of the New Financing Condition............................... waiver of the New Financing Condition and the other conditions described in
the Offer to Purchase.
Early Tender Settlement In respect of Notes that are validly tendered and not validly withdrawn at or
Date..................................................................... prior to the Early Tender Time and accepted for purchase, the Company expects
the Early Tender Settlement Date to occur on September 24, 2025.
Expiration 5:00 p.m., New York City time, on October 7, 2025, unless extended, re-opened,
Deadline....................................................................................... amended, or earlier terminated by the Company, in each case in accordance with
the Offer to Purchase, subject to applicable law.
Announcement of Final As soon as practicable on October 8, 2025.
Results.................................................................
Late Tender Settlement In respect of Tender Offer Notes that are validly tendered after the Early
Date....................................................................... Tender Time but at or prior to the Expiration Deadline and accepted for
purchase, the Company expects the Late Tender Settlement Date to occur on
October 9, 2025.
The relevant deadline set by any intermediary or DTC for participation in the
Offer may be earlier than this deadline.
The acceptance of Notes for purchase is conditional on the satisfaction of the
conditions of the Offer as provided in "Further Information and Terms and
Conditions" and "The Offer" in the Offer to Purchase, including the New
Financing Condition.
The Company has retained Merrill Lynch International as Dealer Manager and
Kroll Issuer Services Limited as Tender and Information Agent (the "Tender and
Information Agent") for the purposes of the Offer.
Questions regarding procedures for tendering 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 / David Shilson. Questions
regarding the Offer may be directed to Merrill Lynch International at +44 207
996 5420 (in London) or +1 (888) 292-0070 (U.S. toll free) or by email to
DG.LM-EMEA@bofa.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 Offer is 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
Offer.
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 Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement 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).
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 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 Offer 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
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 Offer will not be accepted
from Noteholders) 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 Offer to be made by a licensed broker or dealer and
the Dealer Manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by the
Dealer Manager or affiliate, as the case may be, on behalf of the Company in
such jurisdiction.
Each tendering Noteholder participating in the Offer will be deemed to give
certain representations in respect of the jurisdictions referred to below and
generally as set out in the section titled "Procedures for Participating in
the Offer". Any tender of Notes for purchase pursuant to the Offer from a
Noteholder that is unable to make these representations will not be accepted.
Each of the Company, the Dealer Manager 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 Offer, whether
any such representation given by a Noteholder 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.
Italy
None of the Offer, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offer 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 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 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.
Noteholders that are located in Italy can tender Notes for purchase in the
Offer through authorized 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 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 Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the Offer 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 Offer 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 Offer is not being made, directly or indirectly, and neither this
announcement, the Offer to Purchase nor any other document or material
relating to the Offer 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"). Neither
this announcement, the Offer to Purchase nor any other document or materials
relating to the Offer 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,
documents or materials relating to the Offer 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 Marches
financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium,
the Offer does 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 Offer may not be, and is 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" ("investisseur
qualifié"/"gekwalificeerede belegge") within the meaning of Article 2(e) of
the Prospectus Regulation acting on their own account. Insofar as Belgium is
concerned, the Offer is 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.
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 Group
Vodafone is a leading European and African telecoms company.
We serve over 355 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 over 215 million IoT connections, and we provide
financial services to around 92 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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