Vodafone Group Plc Vodafone Announces Final Results of Tender Offers (4798B)
02 June 2023 - 4:52PM
UK Regulatory
TIDMVOD
RNS Number : 4798B
Vodafone Group Plc
02 June 2023
Vodafone Group Plc announces final results in respect of its
Tender Offers
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
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 THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
2 June 2023
In connection with the invitations by Vodafone Group Plc (the
"Company") to holders of (a) its outstanding EUR2,000,000,000
Capital Securities due 2079 (ISIN: XS1888179477) and (b) its
outstanding U.S.$1,300,000,000 Capital Securities due 2078 (ISIN:
XS1888180640) (together, the "Securities") to tender their
Securities for purchase by the Company for cash (each such
invitation, an "Offer" and together, the "Offers") first announced
on 24 May 2023, the Company announces today the final results of
the Offers. The Offers were made on the terms and subject to the
conditions (including, without limitation, the New Financing
Condition) contained in the tender offer memorandum dated 24 May
2023 (the "Tender Offer Memorandum") prepared by the Company in
respect of the Offers.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 1 June 2023.
The Company announces that the New Financing Condition has been
satisfied. The Company announced on 25 May 2023 that, in respect of
the Dollar Securities only, the Maximum Dollar Acceptance Amount
was U.S.$324,008,000.
The Company announces it will accept validly tendered Securities
pursuant to the Offers in the amounts as set out in the table
below.
Description of the Aggregate Series Acceptance Pro-ration Factor Aggregate principal
Securities nominal amount Amount that will be amount outstanding
validly tendered applied to Dollar after the
for purchase Securities Settlement Date
Common Code / ISIN (if any)(*)
------------------ ----------------- ------------------ ----------------- -------------------
EUR2,000,000,000
Capital
Securities due 188817947 /
2079 XS1888179477 EUR1,561,295,000 EUR1,561,295,000 N/A EUR438,705,000
------------------ ----------------- ------------------ ----------------- -------------------
U.S.$1,300,000,0 188818064 / U.S.$1,054,012,00 U.S.$324,008,000 26.1164% U.S.$975,992,000
00 Capital XS1888180640 0
Securities due
2078
* See the section headed "Further Information and Terms and Conditions - Pro-ration of Tenders"
in the Tender Offer Memorandum for further information.
The expected Settlement Date for the Offers is 6 June 2023.
DEALER MANAGERS
BNP Paribas (Telephone: +33 1 55 77 78 94; Email:
liability.management@bnpparibas.com; Attention: Liability
Management Group); Merrill Lynch International (Telephone: +44 20
7996 5420; Email: DG.LM-EMEA@bofa.com ; Attention: Liability
Management Group ) ; and NatWest Markets Plc (Telephone: +44 20
7678 5282; Email: liabilitymanagement@natwestmarkets.com ;
Attention: Liability Management Group).
TENDER AGENT
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Email: vodafone@is.kroll.com ; Attention: Owen Morris).
This announcement is made by Vodafone Group Plc and relates to
the disclosure of information that qualified or may have qualified
as inside information within the meaning of Article 7 of the Market
Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
("UK MAR"). For the purposes of UK MAR, this announcement is made
by Maaike de Bie, Group General Counsel and Company Secretary of
Vodafone.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire any securities
is being made pursuant to this announcement. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
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END
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