TIDMVOD
RNS Number : 7020T
Vodafone Group Plc
26 March 2021
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 TER
OFFERS
(Newbury, Berkshire - England) - March 26, 2021 - Vodafone Group
Plc ("Vodafone" or the "Company") announced today the pricing of
its previously announced 10 concurrent, but separate, offers to
purchase for cash any and all of the outstanding series of notes
listed in the table below (collectively, the "Notes") upon the
terms of and subject to the conditions in the offer to purchase
dated March 19, 2021 (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 Company's obligation to complete an Offer with
respect to a particular series of Notes is conditioned on the
aggregate Purchase Price Consideration for the Offers (excluding
the applicable Accrued interest), after taking into account Notes
of each series accepted for purchase with a higher Acceptance
Priority Level, not exceeding EUR4,000,000,000 (or the as-converted
equivalent, if applicable, as converted on the basis set forth in
the Offer to Purchase) (the "Cash Cap"), subject to the provisions
set forth in the Offer to Purchase (the "Maximum Purchase Price
Condition").
The offers to purchase with respect to each series of Notes are
referred to herein as the "Offers" and each, an "Offer." The Notes
denominated in U.S. dollars are referred to herein as "Dollar
Notes" and the Notes denominated in Euros are referred to herein as
"Euro Notes." Capitalized 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 each series of Notes is set
forth in the following table:
Reference Purchase
Acceptance U.S. Bloomberg Fixed Price
Priority Title of Outstanding Treasury Reference Reference Fixed Spread Yield Consideration
Level Security CUSIP / ISIN Principal Amount Security Page (1) Yield (%) (basis points) (%) (2)(3)
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
3.750% Notes UST 0.25%
due January 92857WBH2 / due March
1 2024 US92857WBH25 $2,000,000,000 15, 2024 FIT1 0.303 30 N/A $1,087.07
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
1.750% Notes
due August N/A /
2 2023 XS1372838679 EUR1,250,000,000 N/A N/A N/A N/A -0.35 EUR1,050.83
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
4.65% Notes
due January N/A /
3 2022 XS0479869744 EUR1,250,000,000 N/A N/A N/A N/A -0.45 EUR1,041.54
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
Floating
Rate Notes
due January 92857WBN9 /
4 2024 US92857WBN92 $1,000,000,000 N/A N/A N/A N/A N/A $1,022.00
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
5.375% Notes
due June N/A /
5 2022 XS0304458051 EUR500,000,000 N/A N/A N/A N/A -0.45 EUR1,069.46
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
0.500% Notes
due January N/A /
6 2024 XS1499604905 EUR750,000,000 N/A N/A N/A N/A -0.25 EUR1,021.39
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
0.375% Notes
due November N/A /
7 2021 XS1574681620 EUR1,000,000,000 N/A N/A N/A N/A -0.45 EUR1,005.38
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
1.250% Notes
due August N/A /
8 2021 XS1372838240 EUR751,639,000 N/A N/A N/A N/A -0.45 EUR1,006.92
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
UST 0.125%
2.950% Notes due
due February 92857WBC3 / February
9 2023 US92857WBC38 $897,402,000.00 28, 2023 FIT1 0.137 15 N/A $1,050.05
----------- ------------- ------------- ----------------- ----------- ---------- ---------- --------------- ------ --------------
2.50% Notes UST 0.125%
due due
September 92857WAZ3 / February
10 2022 US92857WAZ32 $603,476,000.00 28, 2023 FIT1 0.137 15 N/A $1,032.86
(1) The page on Bloomberg from which the Dealer Managers quoted
the bid-side price of the applicable Reference U.S. Treasury
Security.
(2) Per $1,000 or EUR1,000, as applicable, in principal amount
of each series of Notes validly tendered at or prior to the
Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, not validly withdrawn and accepted
for purchase.
(3) The Purchase Price Consideration for the Fixed Spread Notes
(as defined in the Offer to Purchase) 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 Offers will expire at 5:00 p.m., New York City time, on
March 26, 2021 (such date and time, as the same may be extended,
the "Expiration Time"). Notes tendered may be validly withdrawn at
any time at or prior to the Expiration Time, but not thereafter.
The FX Rate (as defined in the Offer to Purchase) to be used for
purposes of determining whether the Maximum Purchase Price
Consideration Condition is satisfied for any Offer was determined
at the Price Determination Time to be $1.1788 per EUR1.00.
The "Results Announcement Date" is expected to be March 29,
2021, unless the Offers are extended. In respect of accepted Notes
that are delivered at or prior to the Expiration Time, the Company
expects the Settlement Date to occur on the second business day
after the Expiration Time, March 30, 2021. 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 business day after the Guaranteed Delivery
Date, March 31, 2021.
In addition to the applicable Purchase Price Consideration,
Holders whose Notes are accepted for purchase will be paid the
applicable Accrued Interest. Interest will cease to accrue on the
Settlement Date for all Notes accepted in the Offers.
The Company's obligation to accept and pay for Notes validly
tendered pursuant to the Offers is subject to the satisfaction of
certain conditions described in the Offer to Purchase, including
the Maximum Purchase Price Consideration Condition. The Company
reserves the right, subject to applicable law, to waive any and all
conditions to the Offers.
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 needs 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 Offers before the deadlines
specified herein and in the Offer to Purchase. The deadlines set by
each clearing system for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
The Company has retained HSBC Bank plc, Merrill Lynch
International, MUFG Securities EMEA plc, NatWest Markets Plc and
RBC Capital Markets, LLC / RBC Europe Limited as Dealer Managers
and D.F. King Ltd. as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be
directed to D.F. King Ltd. at +44 20 7920 9700 (London), +1 (212)
269-5550 (New York City) or +1 (877) 732-3614 (New York City
toll-free), or by email to vodafone@dfkingltd.com. Questions
regarding the Offers may be directed to HSBC Bank plc at +1 888
HSBC 4LM (toll free), +1 (212) 525 5552 or +44 20 7992 6237 (in
London), or by email to liability.management@hsbcib.com, Merrill
Lynch International at +1 (888) 292-0070 (toll free), +1 (980)
387-3907 or +44-20-7996-5420 (in London) or by email to
dg.lm-emea@bofa.com, to MUFG Securities EMEA plc at +1 (877)
744-4532 (toll free), +1 (212) 405-7481 or +44 20 7577 4218 (in
London) or by email to DCM-LM@int.sc.mufg.jp, to NatWest Markets
Plc at +1 (866) 884-2071 (toll free), +1 (203) 897 6166 or +44 20
7678 5222 (in London) or by email to
liabilitymanagement@natwestmarkets.com and to RBC Capital Markets,
LLC / RBC Europe Limited at +1 (877) 381-2099 (toll free), +1 (212)
618-7843 or +44 20 7029 7063 (in London) or by email to
liability.management@rbccm.com.
This announcement is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, 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 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 Information and Tender 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 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 Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offers through authorized persons (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with 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 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. 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 as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
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 (investisseurs qualifiés) within the meaning
ascribed to them in, and in accordance with, Article 2(e) of the
Regulation (EU) 2017/1129. Neither this announcement nor the Offer
to Purchase has been or will be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.
Belgium
Neither the Offer to Purchase nor any other brochure, document
or material related thereto have been, or will be, submitted or
notified to, or approved 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 public offerings within the
meaning of Articles 3, --1, 1deg and 6 of the Belgian Law of April
1, 2007 on 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 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,
directly or indirectly, to any person located and/or resident
within Belgium, other than those who qualify as qualified investors
(investisseurs qualifiés/qekwalificeerde beleggers), within the
meaning of Article 2, e), of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing
Directive 2003/71/EC acting on their own account. Accordingly, the
information contained in this Offer to Purchase or in any brochure
or any other document or material relating thereto may not be used
for any other purpose, including for any offering in Belgium,
except as may otherwise be permitted by law, and shall not be
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.
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 recognized 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 realized, 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 materialize, 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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END
TENDKABBABKDCNB
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