REG - Vodafone Group Plc - FINAL RESULTS OF US TENDER OFFERS ANNOUNCED

VodafoneAnnouncement

12/02/2025 09:45

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RNS Number : 8584W  Vodafone Group Plc  12 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 ANNOUNCES FINAL RESULTS OF TENDER OFFERS
FOR U.S. DOLLAR NOTES DUE 2025 AND 2028

 

(Newbury, Berkshire - England) - February 12, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces today the results of its previously
announced 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, which were made 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.

The Offers expired at 5:00 p.m., New York City time, on February 11, 2025 (the
"Expiration Time"). In accordance with the terms of the relevant Offer, the
Company is accepting for purchase any and all of the Notes validly tendered
and not validly withdrawn.

The following table sets forth the aggregate principal amount of the Notes
validly tendered at or prior to the Expiration Time and not validly withdrawn,
according to information provided by Kroll Issuer Services Limited, the Tender
and Information Agent (the "Tender and Information Agent") for the Offers:

 Title of Security          CUSIP / ISIN              Principal Amount Previously Outstanding  Principal Amount Tendered and Accepted((1))  Principal Amount Remaining Outstanding((2))  Purchase Price Consideration((3))
 4.125% Notes due May 2025  92857WBJ8 / US92857WBJ80  $734,128,000                             $226,409,000                                 $507,719,000                                 $1,000

 4.375% Notes due May 2028  92857WBK5/ US92857WBK53   $575,122,000                             $151,570,000                                 $423,552,000                                 $995.43

(1)   The respective principal amounts of the Notes tendered pursuant to the
Offers include $13,781,000 aggregate principal amount of Fixed Price Notes and
$5,885,000 aggregate principal amount of Fixed Spread Notes tendered pursuant
to the Guaranteed Delivery Procedures, the acceptance of which remains subject
to the valid delivery at or prior to 5:00 p.m., New York City time, on
February 12, 2025 (the "Guaranteed Delivery Date") of such Notes, pursuant to
the terms and subject to the conditions set forth in the Offer to Purchase.

(2)   The principal amount of the Notes remaining outstanding listed in the
table above assumes that the Notes tendered pursuant to the Guaranteed
Delivery Procedures will be validly tendered at or prior to the Guaranteed
Delivery Date and accepted for purchase pursuant to the Offers.

(3)   Per $1,000 in principal amount of the Notes validly tendered and not
validly withdrawn at or prior to the Expiration Time or the Guaranteed
Delivery Date pursuant to the Guaranteed Delivery Procedures, and accepted for
purchase.

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

In respect of accepted Notes that were delivered at or prior to the Expiration
Time, the Company expects the Settlement Date to occur on the third business
day after the Expiration Time, February 14, 2025. 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 second
business day after the Guaranteed Delivery Date, February 14, 2025.

For additional information, please contact the Dealer Managers, 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 or the Tender and
Information Agent, Kroll Issuer Services Limited at +44 20 7704 0880 or by
email to vodafone-usd@is.kroll.com, Attention: Owen Morris.

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 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.

 

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