REG - Vodafone Group Plc - Vodafone launches US Tender Offers
05/02/2025 08:15
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RNS Number : 0053W Vodafone Group Plc 05 February 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
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CASH TENDER OFFERS FOR U.S.
DOLLAR NOTES DUE 2025 AND 2028
(Newbury, Berkshire - England) - February 5, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces the launch of its offers to purchase
for cash in two concurrent, but separate offers, any and all of its
outstanding (i) 4.125% Notes due May 2025 (the "Fixed Price Notes"), of which
$734,128,000 is outstanding, and (ii) 4.375% Notes due May 2028 (the "Fixed
Spread Notes" and, together with the Fixed Price Notes, the "Notes"), of which
$575,122,000 is outstanding, upon the terms of, and subject to the conditions
in, the offer to purchase dated February 5, 2025 (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").
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.
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://deals.is.kroll.com/vodafone-usd.
The following tables set forth certain terms of the Offers:
Title of Security CUSIP / ISIN Outstanding Principal Amount Reference U.S. Treasury Security Bloomberg Reference Page((1)) Fixed Spread (basis points) Fixed Price((2))
4.125% Notes due May 2025 92857WBJ8 / US92857WBJ80 $734,128,000 N/A N/A N/A $1,000
4.375% Notes due May 2028 92857WBK5/ US92857WBK53 $575,122,000 4.25% U.S. Treasury due January 15, 2028 FIT1 20 N/A
(1) The page on Bloomberg from which the Dealer Managers will
quote the bid-side price of the applicable Reference U.S. Treasury Security.
(2) Per $1,000 in principal amount of Fixed Price Notes (as
defined below) validly tendered and accepted for purchase.
All Notes accepted in the Offers will be cancelled and retired by the Company.
Purpose of the Offers
The Offers, the Concurrent Non-U.S. Tender Offers (as defined below) and the
2025 Notes Redemption (as defined below) are being undertaken to, among other
things, proactively manage the Company's outstanding debt portfolio, with a
focus on the Company's near-dated maturities.
Concurrent Non-U.S. Tender Offers
Concurrently with the launch of the Offers, the Company has commenced cash
tender offers for any and all of its outstanding €1,000,000,000 1.875% Notes
due 2025, €1,000,000,000 1.125% Notes due 2025, €1,750,000,000 2.200%
Notes due 2026, €750,000,000 0.900% Notes due 2026, €500,000,000 1.50%
Notes due 2027, £250,000,000 5.625% Notes due 2025, CHF 175,000,000 0.625%
Notes due 2027, AUD 450,000,000 4.200% Notes due 2027, NOK 850,000,000 3.215%
Notes due 2025, NOK 850,000,000 3.115% Notes due 2027, NOK 500,000,000 2.925%
Notes due 2027, HKD 455,000,000 2.850% Notes due 2027 and HKD 1,115,000,000
2.640% Notes due 2027 (the "Concurrent Non-U.S. Tender Offers").
The Concurrent Non-U.S. Tender Offers are not being made, and will not be
made, directly or indirectly, in or into the United States or to, or for the
account or benefit of, any U.S. Person (as defined in Regulation S under the
U.S. Securities Act of 1933).
2025 Notes Redemption
Concurrently with the launch of the Offers, the Company is issuing a notice of
redemption in respect of any Fixed Price Notes not purchased by the Company in
the Offers (the "2025 Notes Redemption"), at a price equal to the greater of
(1) 100% of the principal amount of such Notes plus accrued and unpaid
interest to the date of redemption, if any, and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on such
Notes (excluding any portion of such payments of interest accrued as of the
date of redemption) discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the sum
of (i) the adjusted treasury rate (as defined in the prospectus supplement
dated May 23, 2018 relating to the Fixed Price Notes) plus (ii) 20 basis
points, plus accrued and unpaid interest, if any, to the date of redemption.
Purchase Price Consideration
Upon the terms and subject to the conditions set forth in the Tender Offer
Documents, Holders of the Notes who validly tender and do not validly withdraw
the 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 Purchase Price Consideration for
each $1,000 principal amount of the Notes, which will be payable in cash.
The Purchase Price Consideration for each $1,000 principal amount of Fixed
Price Notes validly tendered, not validly withdrawn, and accepted by us
pursuant to the relevant Offer will be the Fixed Price specified in the table
above.
The Purchase Price Consideration for each $1,000 principal amount of Fixed
Spread Notes validly tendered, not validly withdrawn, and accepted by us
pursuant to the relevant Offer 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 (such sum, the "Offer Yield"):
(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 Reference U.S. Treasury Security in the table above for
the Notes appearing at the Price Determination Time on the Bloomberg Reference
Page specified in the table above for the Notes (or any other recognized
quotation source selected by Vodafone 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 Fixed Spread specified in the table above.
Subject to the terms and conditions described in the Tender Offer Documents,
the Price Consideration for each $1,000 principal amount of the Fixed Spread
Notes accepted by us pursuant to the relevant Offer will be determined in
accordance with standard market practice as described by the formula set forth
in Annex A-1 to the Offer to Purchase, and will equal (i) the present value on
the Settlement Date of $1,000 principal amount of such Notes due on the
scheduled maturity date of such Notes and all scheduled interest payments on
such Notes to be made from (but excluding) the Settlement Date up to (and
including) such scheduled maturity date, discounted to the Settlement Date at
a discount rate equal to the Offer Yield, minus (ii) the Accrued Interest per
$1,000 principal amount of the Fixed Spread Notes; with the total amount being
rounded to the nearest cent per $1,000 principal amount of such Notes.
Vodafone will issue a press release specifying the Purchase Price
Consideration for the Fixed Spread Notes as soon as reasonably practicable
after the determination thereof by the Dealer Managers.
Accrued Interest
In addition to the Purchase Price Consideration, Holders whose Notes are
accepted for purchase will be paid the Accrued Interest thereon. Interest will
cease to accrue on the Settlement Date for all Notes accepted in the Offers.
For avoidance of doubt, interest will cease to accrue on the Settlement Date
for all Notes accepted in the Offers, including Notes that are delivered
pursuant to the Guaranteed Delivery Procedures. All Notes accepted in the
Offers will be canceled and retired by Vodafone.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to the Offers:
Date Calendar Date
Launch February 5, 2025.
Date...............................................................................................................
Price Determination At or around 11:00 a.m., New York City time, on February 11, 2025, unless
Time......................................................................................... extended or earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
Withdrawal 5:00 p.m., New York City time, on February 11, 2025, unless extended or
Deadline................................................................................................. earlier terminated by the Company in its sole and absolute discretion, subject
to applicable law.
Expiration 5:00 p.m., New York City time, on February 11, 2025, unless extended or
Time.......................................................................................................... earlier terminated by the Company in its sole and absolute discretion, subject
to applicable law.
Results Announcement The first business day after Expiration Time, February 12, 2025.
Date...................................................................................
Guaranteed Delivery 5:00 p.m., New York City time, on February 12, 2025.
Date........................................................................................
Settlement In respect of accepted Notes that are delivered at or prior to the Expiration
Date.......................................................................................................... Time, the Company expects the Settlement Date to occur on the third business
day after the Expiration Time, February 14, 2025.
Guaranteed Delivery In respect of accepted Notes that are delivered pursuant to the Guaranteed
Settlement Delivery Procedures, the Company expects the Guaranteed Delivery Settlement
Date...................................................................................................... Date to occur on the second business day after the Guaranteed Delivery Date,
February 14, 2025.
The deadlines set by any intermediary and The Depository Trust Company ("DTC)
for participation in the Offers may be earlier than the relevant deadline
specified above. 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" in the Offer to Purchase.
The Company has retained Merrill Lynch International and Barclays Capital Inc.
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 Notes may be directed to the
Tender and Information Agent at +44 20 7704 0880 (London) or by email to
vodafone-usd@is.kroll.com, Attention: Owen Morris. Questions regarding the
Offers may be directed to Merrill Lynch International at +1 (888) 292-0070
(toll free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by email to
DG.LM-EMEA@bofa.com and to Barclays Capital Inc. at +1 (800) 438-3242 (toll
free), +1 (212) 528-7581 or +44 203 134 8515 (in London) or by email to
us.lm@barclays.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.
The distribution of this 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 Tender and
Information Agent to inform themselves about and to observe any such
restrictions.
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 has 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 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 neither this
announcement, the Offer to Purchase nor 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"). Neither
this announcement, the Offer to Purchase nor 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 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, has 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 Offer 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.
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