UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
August 12, 2024
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 12
August 2024 entitled ‘VODAFONE ANNOUNCES PRICING OF CAPPED
TENDER OFFERS’.
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 (A) ARTICLE 7(1) OF UK MAR IN SO FAR AS IT RELATES TO
NOTES ISSUED BY VODAFONE (EACH AS DEFINED BELOW) AND (B) ARTICLE
7(1) OF MAR IN SO FAR AS IT RELATES TO NOTES ISSUED BY VIFD (EACH
AS DEFINED HEREIN)
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES PRICING OF ITS
CAPPED TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND EURO DENOMINATED
NOTES DUE 2028 TO 2031
(Newbury, Berkshire - England) - August 12, 2024
- Vodafone
Group Plc ("Vodafone" or the "Company") announced today the pricing
of its previously announced offers to purchase for cash the
outstanding notes of the series described in the table below (the
"Notes") upon the terms of, and subject to the conditions in, the
offer to purchase dated July 29, 2024 (the "Offer to Purchase"),
including the Financing Condition.
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.
Upon the terms and subject to the conditions set forth in the Offer
to Purchase, the Total Consideration and Late Tender Offer
Consideration (as defined in the Offer to Purchase) for the Notes
are set forth in the following table:
|
Title of Security
|
|
CUSIP/ISIN
/Common Code
|
|
Principal
Amount Outstanding
|
|
Reference Security
|
|
Bloomberg Reference Page/Screen
|
|
Reference Yield
|
|
Fixed Spread (basis points)
|
|
Acceptance Priority Level
|
|
Total Consideration(5)
(6)
|
|
Late Tender Offer
Consideration(5)
(7)
|
|
Pool 1 Notes - Offers subject to the
Pool 1 Maximum Tender Amount of
€660,000,000(1)
|
|
4.375% Notes due May 2028 (the
"2028 Notes")
|
|
92857WBK5 / US92857WBK53 /N/A
|
|
$900,504,000
|
|
4.375% U.S. Treasury due July
15, 2027
|
|
FIT1
|
|
3.866%
|
|
30
|
|
1
|
|
$1,007.21
|
|
$957.21
|
|
3.25% Notes due March 2029 with a First Par Call Date of December
2, 2028 (the "March 2029 Notes")(2)
|
|
N/A /XS2560495462 /1256049546
|
|
€650,000,000
|
|
March 2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU <GO>(4)
|
|
2.494%
|
|
15
|
|
2
|
|
€1,024.30
|
|
€974.30
|
|
Pool 2 Notes - Offers subject to the
Pool 2 Maximum Tender Amount of
€400,000,000(1)
|
|
1.875% Notes due November 2029
(the "November
2029 Notes")
|
|
N/A /XS1721422068 /172142206
|
|
€750,000,000
|
|
November 2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU <GO>(4)
|
|
2.474%
|
|
15
|
|
1
|
|
€963.55
|
|
€913.55
|
|
7.875% Notes due February 2030 (the "2030
Notes")(3)
|
|
92857TAH0 /US92857TAH05 /N/A
|
|
$744,400,000(3)
|
|
4.25% U.S. Treasury due June
30, 2029
|
|
FIT1
|
|
3.781%
|
|
55
|
|
2
|
|
$1,171.88
|
|
$1,121.88
|
|
Pool 3 Notes - Offers subject to the
Pool 3 Maximum Tender Amount of
€290,000,000(1)
|
|
1.60% Notes due July 2031 (the
"2031 Notes")
|
|
N/A /XS1463101680 /146310168
|
|
€1,150,000,000
|
|
2031 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU <GO>(4)
|
|
2.469%
|
|
30
|
|
N/A
|
|
€926.94
|
|
€876.94
|
|
Notes:
|
|
|
(1)
The Offers are subject to the applicable Pool Maximum Tender
Amounts and Acceptance Priority Levels, as applicable. Pool Maximum
Tender Amounts represent the maximum aggregate principal amount
that may be purchased among the relevant series of Notes within the
relevant Pool. Pool Maximum Tender Amounts may be increased or
decreased at the Company's sole and absolute
discretion.
|
|
(2)
Issued by Vodafone International Financing DAC ("VIFD"), an
indirectly wholly owned subsidiary of the Company. The terms and
conditions of the March 2029 Notes provide for an optional call at
par (together with any Accrued Interest (as defined herein) up to
(but excluding) the redemption date) at the VIFD's option on any
date from (and including) December 2, 2028 ("First Par Call Date")
to (but excluding) March 2, 2029.
(3)
Only the 2030 Notes issued pursuant to the CUSIP/ISIN shown are
subject to the relevant Offer. The principal amount outstanding
shows only amounts held under the relevant CUSIP/ISIN.
(4)
Pricing Source: BGN.
(5)
The Total Consideration and Late Tender Offer Consideration in
respect of each series of the Notes were calculated at or around
10:00 a.m., New York City time, today (the "Price Determination
Time") in accordance with standard market practice, as described in
the Offer to Purchase.
(6)
For each $1,000 principal amount of Notes validly tendered at or
prior to 5:00 p.m., New York City time, on August 9, 2024 (the
"Early Tender Time"), not validly withdrawn and accepted for
purchase. The amounts shown already include the Early Tender
Premium.
(7)
For each $1,000 principal amount of Notes validly tendered after
the Early Tender Time and at or prior to the Expiration Date (as
defined below), and accepted for purchase.
|
Results of the Offers at the Early Tender Time were announced on
August 12, 2024. Because the aggregate principal amount of Pool 2
Notes and Pool 3 Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Time exceeded the applicable Pool
Maximum Tender Amount, Pool 2 Notes and Pool 3 Notes will be
accepted by the Company in accordance with the applicable Pool
Maximum Tender Amount and, where applicable, the Acceptance
Priority Levels and, in respect of the 2030 Notes and 2031 Notes,
on a prorated basis as described in the Offer to Purchase. All Pool
1 Notes validly tendered and not validly withdrawn at or prior to
the Early Tender Time shall be accepted, without
proration.
Subject to the terms and conditions of the Offers, Holders that
validly tendered and did not validly withdraw their Notes at or
prior to the Early Tender Time and whose Notes are accepted for
purchase by the Company will be eligible to receive the applicable
Total Consideration, which is inclusive of the Early Tender
Premium, together with an amount equal to the Accrued Interest. The
Company expects the Early Settlement Date to occur on the third
business day after the Early Tender Time, August 14,
2024.
The amount of a series of Notes that will be purchased in the
Offers on the Early Settlement Date is based on the Acceptance
Priority Levels set forth in the table above. As a result, all Pool
1 Notes and Pool 2 Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Time having a higher Acceptance
Priority Level (with 1 being higher) will be accepted before any
tendered Notes within such Pool having a lower Acceptance Priority
Level (with 2 being lower).
The Offers for the Pool 1 Notes will expire at 5:00 p.m.,
New York City time, on August 26, 2024 (such date and time, as the
same may be extended, the "Expiration Date"). Holders that validly
tender their Pool 1 Notes after the Early Tender Time and
at or prior to the Expiration Date and whose Notes are accepted for
purchase will be eligible to receive the applicable Late Tender
Offer Consideration, together with an amount equal to Accrued
Interest thereon. Because the applicable Pool Maximum Tender
Amount has been reached with respect to the Pool 2 Notes and Pool 3
Notes as of the Early Tender Time, Pool 2 Notes and Pool 3 Notes
validly tendered after the Early Tender Time will not be
accepted.
The "Final Tender Results Announcement Date" is expected to be
August 27, 2024, unless the Offers are extended. In respect of
Notes that are validly tendered after the Early Tender Time and at
or prior to the Expiration Date and accepted for purchase, the
Company expects the Final Settlement Date to occur on the second
business day after the Expiration Date, August 28,
2024.
On August 1, 2024, VIFD, an indirect wholly owned subsidiary of the
Company, closed the offering of €600,000,000 3.375% Notes due
2033 (the "New Notes"). The proceeds from the issuance of the New
Notes, together with existing cash balances, are expected to fund
the Offers. As a result, the Financing Condition has been satisfied
with respect to the Offers.
In addition to the applicable Total Consideration and applicable
Late Tender Offer Consideration, as applicable, Holders 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 Offers.
The consummation of the Offers and the Company's obligation to
accept and pay for the Notes validly tendered (and not validly
withdrawn) pursuant to the Offers are subject to the satisfaction
or waiver of certain conditions described in the Offer to Purchase
and subject to the applicable Pool Maximum Tender Amount. The
Company reserves the right, subject to applicable law, to amend or
waive any and all conditions to the Offers.
The purchase price for the Dollar Notes and the Euro Notes will be
paid in U.S. Dollars and Euro, respectively. To determine whether
the relevant Pool Maximum Tender Amount has been reached, the
aggregate principal amount of the Dollar Notes validly tendered
will be converted into Euro using a conversion rate of
$1:€0.9204, which was the exchange rate as of 10:00 a.m. (New
York City time) on July 26, 2024 as displayed on the BFIX screen on
Bloomberg.
Holders of Notes 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
beneficial owner in order for that beneficial owner to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in the Offers
before the deadlines specified herein and in the Offer to Purchase.
The deadlines set by any such intermediary and the applicable
Clearing System for participation in the Offers may be earlier than
the relevant deadlines specified herein and in the Offer to
Purchase.
The Company has retained Merrill Lynch International and NatWest
Markets Plc as Dealer Managers and Kroll Issuer Services Limited as
Information and Tender Agent (the "Information and Tender Agent")
for the purposes of the Offers.
Questions regarding procedures for tendering the Notes may be
directed to the Information and Tender Agent at +44 20 7704 0880 or
by email to vodafone@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 NatWest Markets Plc at +1 (800) 231-5830 (toll free) or + 44
20 7678 5222 (in London) or by email to
liabilitymanagement@natwestmarkets.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 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 each of Vodafone Group
Plc and
Vodafone International Financing DAC 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 ("MAR") as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA") ("UK MAR") in so far as it relates to Notes issued by
Vodafone and (b) Article 7 of MAR in so far as it relates to Notes
issued by VIFD, encompassing information relating to the Offers
described above. For the purposes of (a) in respect of Vodafone, 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, and (b) in respect of VIFD, MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Maaike de Bie, 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 documents 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
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 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 as defined in Article 2(e) of the Regulation (EU)
2017/1129 (the "Prospectus Regulation"). None of this announcement,
the Offer to Purchase or 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 are 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" ("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 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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
|
|
VODAFONE
GROUP
|
|
|
PUBLIC
LIMITED COMPANY
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date:
August 12, 2024
|
By: /s/ M D B
|
|
|
Name: Maaike de Bie
|
|
|
Title: Group General Counsel and Company Secretary
|
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