REG - Vodafone Group Plc - VODAFONE ANNOUNCES PRICING OF TENDER OFFER

VodafoneAnnouncement

11/02/2025 17:00

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RNS Number : 7413W  Vodafone Group Plc  11 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 PRICING OF TENDER OFFER FOR
ITS 4.375% NOTES DUE MAY 2028

(Newbury, Berkshire - England) - February 11, 2025 - Vodafone Group Plc
("Vodafone" or the "Company") announces today the pricing of its previously
announced offer to purchase for cash any and all of its outstanding 4.375%
Notes due May 2028 (the "Fixed Spread 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").

The offer to purchase the Fixed Spread Notes is referred to herein as the
"Fixed Spread Offer". Capitalised terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer to
Purchase.

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

 Title of Security          CUSIP / ISIN             Outstanding Principal Amount  Reference U.S. Treasury Security          Bloomberg Reference Page((1))  Reference Yield (%)  Fixed Spread (basis points)  Purchase Price Consideration((2)(3))
 4.375% Notes due May 2028  92857WBK5/ US92857WBK53  $575,122,000                  4.25% U.S. Treasury due January 15, 2028  FIT1                           4.324                20                           $995.43

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

(2)   Per $1,000 in principal amount of Fixed Spread 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and not validly withdrawn at or prior to the Expiration Time or the Guaranteed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.

(3)   The Purchase Price Consideration for the Fixed Spread Notes was
calculated at or around 11:00 a.m., New York City time, today (the "Price
Determination Time") in accordance with standard market practice, as described
in the Offer to Purchase.

The Fixed Spread Offer will expire at 5:00 p.m., New York City time, on
February 11, 2025 (such date and time, as the same may be extended, the
"Expiration Time"). The Fixed Spread Notes tendered may be validly withdrawn
at any time at or prior to the Expiration Time, but not thereafter.

The "Results Announcement Date" is expected to be February 12, 2025, unless
the Fixed Spread Offer is extended. In respect of accepted Fixed Spread Notes
that are 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 Fixed Spread 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.

In addition to the Purchase Price Consideration, Holders whose Fixed Spread
Notes are accepted for purchase will be paid the Accrued Interest thereon.
Interest will cease to accrue on the Settlement Date for all Fixed Spread
Notes accepted in the Fixed Spread Offer. For avoidance of doubt, interest
will cease to accrue on the Settlement Date for all Fixed Spread Notes
accepted in the Fixed Spread Offer, including the Fixed Spread Notes that are
delivered pursuant to the Guaranteed Delivery Procedures. All Fixed Spread
Notes accepted in the Fixed Spread Offer will be canceled and retired by
Vodafone.

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

Concurrent with the launch of the Fixed Spread Offer, the Company announced an
offer to purchase for cash any and all of its outstanding 4.125% Notes due May
2025 (ISIN: US92857WBJ80) (the "Fixed Price Notes"), upon the terms of, and
subject to the conditions in, the Offer to Purchase. The Fixed Price Offer
will expire at the Expiration Time, unless otherwise extended.

Holders 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 Holder in order for that Holder to be able
to participate in, or (in the circumstances in which revocation is permitted)
revoke their instruction to participate in the Fixed Spread Offer before the
deadlines specified herein and in the Offer to Purchase. The deadlines set by
any such intermediary and DTC for participation in the Fixed Spread Offer may
be earlier than the relevant deadlines specified herein and 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 Fixed
Spread Offer.

Questions regarding procedures for tendering the Fixed Spread 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 Fixed Spread Offer 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 Fixed Spread Offer is only
being made pursuant to the Offer to Purchase. Holders of the Fixed Spread
Notes are urged to carefully read the Offer to Purchase before making any
decision with respect to the Fixed Spread Offer.

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 Fixed Spread Offer, this announcement, the Offer to Purchase or any
other document or materials relating to the Fixed Spread Offer 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 Fixed Spread 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 Fixed Spread
Notes that are resident or located in Italy can tender Notes for purchase in
the Fixed Spread Offer 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
Fixed Spread Notes and/or the Fixed Spread Offer.

United Kingdom

The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the Fixed Spread 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 Fixed Spread 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 Fixed Spread 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 Fixed Spread 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 Fixed Spread 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 Fixed Spread 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 marchés
financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium,
the Fixed Spread 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 Fixed Spread 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,
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 Fixed Spread 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.

General

This announcement does not constitute an offer to buy or the solicitation of
an offer to sell Fixed Spread Notes (and tenders of the Fixed Spread Notes in
the Fixed Spread Offer 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 Fixed
Spread 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 Fixed Spread Offer 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 Fixed Spread Offer 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 Fixed Spread Notes for purchase pursuant to the Fixed Spread
Offer 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 the Fixed Spread Notes for purchase
pursuant to the Fixed Spread Offer, 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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