TIDMVOD
RNS Number : 4879A
Vodafone Group Plc
24 May 2023
Vodafone Group Plc announces 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
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.
24 May 2023
Vodafone Group Plc (the "Company") announces today invitations
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"). The Offers are being made on the terms
and subject to the conditions (including, without limitation, the
New Financing Condition (as defined below)) contained in the tender
offer memorandum dated 24 May 2023 (the "Tender Offer Memorandum")
prepared by the Company in respect of the Offers, and are subject
to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Summary of the Offers
Coupon First Call
until the Date
First
Reset Date
(1) Outstanding Amount subject to
Description of Common Code aggregate Purchase Price the Offers and
the Securities / ISIN principal amount (2) Acceptance Amounts
----------------- ------------- ----------- ----------- ----------------- ----------------- --------------------
EUR2,000,000,000 188817947 / 3.100 per 3 October EUR2,000,000,000 99.75 per cent. Any and all
Capital XS1888179477 cent. p.a. 2023(3) (being EUR997.50
Securities due per EUR1,000 in
2079 principal amount
of such
Securities)
----------------- ------------- ----------- ----------- ----------------- ----------------- --------------------
U.S.$1,300,000,0 188818064 / 6.250 per 3 July U.S.$1,300,000,0 100.50 per cent. An aggregate
00 Capital XS1888180640 cent. p.a. 2024(4) 00 (being principal amount of
Securities due U.S.$1,005 per Dollar Securities
2078 U.S.$1,000 in to be determined by
principal amount the Company (in its
of such sole and absolute
Securities) discretion), which
is expected to be
equal to the U.S.
Dollar
Equivalent(5)
of (i) the
aggregate principal
amount of the New
Euro Notes (as
defined herein)
plus (ii)
the aggregate
principal amount of
the New Sterling
Notes (as defined
herein), converted
into
euro at the GBPEUR
FX Rate(6) less
(iii)
EUR1,050,000,000
(the "Maximum
Dollar Acceptance
Amount"). The
principal amount of
New Euro Notes and
of New Sterling
Notes to be issued,
the
GBPEUR FX Rate and
the Maximum Dollar
Acceptance Amount
shall be announced
as soon as
reasonably
practicable on the
day following the
pricing of the New
Notes(7)
----------------- ------------- ----------- ----------- ----------------- ----------------- --------------------
1. "First Reset Date" has the meaning given in the terms and conditions of the Euro Securities
or the Dollar Securities, as the case may be.
2. In addition to the Purchase Price, the Company will also pay holders of the Securities
(whose Securities are accepted for purchase by the Company) the relevant Accrued Interest
Payment (as defined herein) on the Settlement Date.
3. The terms and conditions of the Euro Securities provide for an optional call at par (together
with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding
Arrears of Interest (as defined in the terms and conditions of the Euro Securities)) at the
Company's option on any date from (and including) 3 October 2023 to (and including) 3 January
2024.
4. The terms and conditions of the Dollar Securities provide for an optional call at par (together
with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding
Arrears of Interest (as defined in the terms and conditions of the Dollar Securities)) at
the Company's option on any date from (and including) 3 July 2024 to (and including) 3 October
2024.
5. "U.S. Dollar Equivalent" means the amount U.S. dollars equivalent to any amount specified
in euro, converted into U.S. dollars at a fixed conversion rate of EUR1 to U.S.$1.1752.
6. "GBPEUR FX Rate" means the conversion rate to be used to convert the aggregate principal
amount of the New Sterling Notes issued into a euro amount for purposes of calculating the
Maximum Dollar Acceptance Amount, which shall be a GBP/EUR exchange rate that is determined
in the Company's sole and absolute discretion on the date of pricing of the New Sterling Notes.
7. The Company reserves the right (in its sole and absolute discretion) to accept Dollar Securities
validly tendered for purchase in an amount more than or less than the Maximum Dollar Acceptance
Amount, or to accept none of the Dollar Securities validly tendered for purchase pursuant
to the relevant Offer. If the acceptance of the aggregate principal amount of the Dollar Securities
validly tendered for purchase pursuant to relevant Offer would result in the Maximum Dollar
Acceptance Amount being exceeded, scaling of the tendered Dollar Securities on a pro rata
basis may apply, as further set out in the Tender Offer Memorandum.
Rationale for the Offers
The purpose of the Offers as well as the planned issuance of the
New Notes is, among other things, to proactively manage the
Company's hybrid capital portfolio. The Company expects to both
extend a portion of its hybrid capital portfolio and simultaneously
reduce its hybrid capital portfolio of approximately EUR10 billion
by no more than 10 per cent. of the current overall hybrid capital
portfolio through the Offers. The Offers also provide
Securityholders with the opportunity to sell their Euro Securities
and/or their Dollar Securities ahead of their respective upcoming
First Call Dates and to apply for priority in the allocation of the
New Notes, as more fully described in the Tender Offer
Memorandum.
Securities purchased in the Offers will be cancelled.
Amount subject to the Offers and Acceptance Amounts
The Company intends to accept for purchase any and all Euro
Securities validly tendered pursuant to the relevant Offer in
respect of the Euro Securities on the terms and conditions
contained in the Tender Offer Memorandum; however, until the
Company announces the results of such Offer, no assurance can be
given that any tenders will be accepted. The acceptance of any Euro
Securities for purchase is at the sole and absolute discretion of
the Company and the Company reserves the sole and absolute right
not to accept any Euro Securities for purchase. No scaling will be
applied to Tender Instructions that are accepted in respect of the
Euro Securities.
The Company intends to accept for purchase Dollar Securities
validly tendered pursuant to the relevant Offer up to an aggregate
principal amount that is to be determined by the Company (in its
sole and absolute discretion), which is expected to be equal to the
U.S. Dollar Equivalent of (i) the aggregate principal amount of the
New Euro Notes plus (ii) the aggregate principal amount of the New
Sterling Notes, converted into euro at the GBPEUR FX Rate less
(iii) EUR1,050,000,000 (the "Maximum Dollar Acceptance Amount") on
the terms and conditions contained in the Tender Offer Memorandum;
however, until the Company announces the results of such Offer, no
assurance can be given that any tenders will be accepted. The
acceptance of any Dollar Securities for purchase is at the sole and
absolute discretion of the Company and the Company reserves the
sole and absolute right not to accept any Dollar Securities for
purchase.
The amount of the New Euro Notes and the New Sterling Notes to
be issued, the GBPEUR FX Rate and the Maximum Dollar Acceptance
Amount shall be announced as soon as reasonably practicable on the
day following the pricing of the New Notes.
The Company reserves the right (in its sole and absolute
discretion) to accept Dollar Securities validly tendered for
purchase in an amount more than or less than the Maximum Dollar
Acceptance Amount, or to accept none of the Dollar Securities
validly tendered for purchase pursuant to the relevant Offer. If
the acceptance of the aggregate principal amount of the Dollar
Securities validly tendered for purchase pursuant to the relevant
Offer would result in the Maximum Dollar Acceptance Amount being
exceeded, scaling of the tendered Dollar Securities on a pro rata
basis may apply, as further set out in the Tender Offer
Memorandum.
New Financing Condition
The Company announced on 24 May 2023 its intention to issue new
euro-denominated hybrid capital securities (the "New Euro Notes")
and new sterling-denominated hybrid capital securities (the "New
Sterling Notes" and together with the New Euro Notes, the "New
Notes"). Whether the Company will accept for purchase any
Securities validly tendered in the Offers and complete the Offers
or either of them is subject, without limitation, to the successful
completion (in the sole and absolute discretion of the Company) of
the issue of the New Notes (the "New Financing Condition").
Even if the New Financing Condition is satisfied, or waived, the
Company is under no obligation to accept for purchase any
Securities validly tendered pursuant to the Offers. The acceptance
for purchase by the Company of Securities validly tendered pursuant
to the Offers is at the sole and absolute discretion of the
Company, and tenders may be rejected by the Company for any
reason.
New Notes Priority
Holders of Securities that wish to subscribe for New Notes in
addition to tendering Securities for purchase pursuant the relevant
Offer(s) may, at the sole and absolute discretion of the Company,
receive priority (the "New Notes Priority") in the allocation of
the New Notes, subject to the issue of the New Notes, such holder
indicating their firm intention to tender their Securities to the
Company or one of the Dealer Managers (as set out below) and
subject to such holder making a separate application for the
purchase of such New Notes to one of the Joint Lead Managers of the
relevant issue of the New Notes in accordance with the standard new
issue allocation processes and procedures of such Joint Lead
Manager.
A key factor in the allocation of the New Notes will be whether
holders of Securities have validly tendered or indicated their firm
intention to the Company or one of the Dealer Managers to tender
their Securities. When considering allocation of each series of New
Notes, the Company intends, but is not obligated, to give
preference to those holders of Securities who, prior to such
allocation, have validly tendered or indicated their firm intention
to the Company or one of the Dealer Managers to tender the
Securities and subscribe for New Notes. However, the Company is not
obliged to allocate the New Notes to a holder of Securities who has
validly tendered or indicated a firm intention to tender the
Securities pursuant to the relevant Offer(s) and any amount
allocated may be more or less than the aggregate principal amount
of Securities validly tendered or in respect of which a firm
intention to tender has been indicated by such holder of
Securities. Any allocation of the New Notes, while being considered
by the Company as set out above, will be made in accordance with
customary new issue allocation processes and procedures. In the
event that a holder validly tenders Securities pursuant to the
Offers, such Securities will remain subject to such tender as well
as the conditions of the Offers as set out in the Tender Offer
Memorandum, irrespective of whether that holder receives all, part
or none of any allocation of New Notes for which it has
applied.
To request New Notes Priority and/or further details, a holder
of Securities should contact one of the Dealer Managers, the
contact details for which are set out below. The pricing of the New
Notes is expected to take place prior to the Expiration Deadline
and, as such, holders of Securities are advised to contact one of
the Dealer Managers as soon as possible prior to the Expiration
Deadline in order to provide an indication of their firm intention
to tender their Securities.
Any investment decision to purchase any New Euro Notes should be
made solely on the basis of the information contained in the base
prospectus dated 22 September 2022 (as supplemented by
supplementary prospectuses dated 15 November 2022 and 22 May 2023)
in connection with the Company's EUR30,000,000,000 Euro Medium Term
Note Programme (together the "Prospectus") and the final terms (the
"Euro Notes Final Terms") in respect of the New Euro Notes pursuant
to which the New Euro Notes are intended to be issued, and no
reliance is to be placed on any representations other than those
contained in the Prospectus and the Euro Notes Final Terms. Subject
to compliance with all applicable securities laws and regulations,
the Prospectus and Euro Notes Final Terms are available from one of
the Joint Lead Managers (as defined herein) of the issue of the New
Euro Notes, on request. In addition, the Prospectus is available,
and the Euro Notes Final Terms, when published, will be available,
at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
.
Holders who may wish to subscribe for New Euro Notes should
carefully consider all of the information in the Prospectus,
including (but not limited to) the risk factors therein, and (once
published) the Euro Notes Final Terms.
Any investment decision to purchase any New Sterling Notes
should be made solely on the basis of the information contained in
the Prospectus and the final terms (the "Sterling Notes Final
Terms" and together with the Euro Notes Final Terms, the "Final
Terms") in respect of the New Sterling Notes pursuant to which the
New Sterling Notes are intended to be issued, and no reliance is to
be placed on any representations other than those contained in the
Prospectus and the Sterling Notes Final Terms. Subject to
compliance with all applicable securities laws and regulations, the
Prospectus and Sterling Notes Final Terms are available from one of
the Joint Lead Managers of the issue of the New Sterling Notes, on
request. In addition, the Prospectus is available, and the Sterling
Notes Final Terms, when published, will be available, at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
.
Holders who may wish to subscribe for New Sterling Notes should
carefully consider all of the information in the Prospectus,
including (but not limited to) the risk factors therein, and (once
published) the Sterling Notes Final Terms.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum 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).
Compliance information for the New Euro Notes: EEA MiFID II / UK
MiFIR professionals / ECPs-only / No EEA or UK PRIIPS KID -
Manufacturer target market (EEA MiFID II and UK MiFIR product
governance) is eligible counterparties and professional clients
only (all distribution channels). No EEA or UK PRIIPs key
information document (KID) has been prepared as not available to
retail in the EEA or the UK.
Compliance information for the New Sterling Notes: UK MiFIR
professionals / ECPs-only / No EEA or UK PRIIPS KID - Manufacturer
target market (UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution
channels). No EEA or UK PRIIPs key information document (KID) has
been prepared as not available to retail in the EEA or the UK.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Euro Notes will
be EUR100,000 and the New Sterling Notes will be GBP100,000.
Purchase Prices and Accrued Interest
Subject to the applicable Minimum Denomination in respect of the
relevant Series, the Company will, on the Settlement Date, for
Securities validly tendered for purchase pursuant to the Offers and
accepted for purchase by the Company, pay, in respect of:
(i) the Euro Securities, a fixed purchase price of 99.75 per
cent. (being EUR997.50 per EUR1,000 in principal amount of such
Securities); and
(ii) the Dollar Securities, a fixed purchase price of 100.50 per
cent. (being U.S.$1,005 per U.S.$1,000 in principal amount of such
Securities),
in each case, rounded to the nearest cent, with half a cent
being rounded upwards (each, a "Purchase Price").
In addition to the relevant Purchase Price, the Company will
also pay an Accrued Interest Payment in respect of Securities
accepted for purchase pursuant to the Offers.
General
Each Offer begins on 24 May 2023 and will expire at 4.00 p.m.
(London time) on 1 June 2023 (the "Expiration Deadline"), unless
extended, re-opened, amended, withdrawn and/or terminated by the
Company (in its sole and absolute discretion), as provided in the
Tender Offer Memorandum.
In order to participate in, and be eligible to receive the
relevant Purchase Price and relevant Accrued Interest Payment
pursuant to, the relevant Offer, Securityholders must validly
tender their Securities by delivering, or arranging to have
delivered on their behalf, a valid Tender Instruction that is
received by the Tender Agent by the Expiration Deadline. The
deadlines set by any intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant
deadline specified above.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a principal
amount of Securities of any Series of no less than the relevant
Minimum Denomination, and may, in each case, be submitted in
integral multiples of EUR1,000 or U.S.$1,000 above such Minimum
Denomination, as applicable. The Company will reject any Tender
Instructions which relate to a principal amount of Securities of
any relevant Series of less than the relevant Minimum
Denomination.
A separate Tender Instruction must be completed on behalf of
each beneficial owner of Dollar Securities.
Indicative Timetable for the Offers
Events Times and Dates
(all times are London
time)
Launch Date 24 May 2023
Announcement by the Company of Offers.
Tender Offer Memorandum available from
the Tender Agent.
Commencement of the tender offer period.
Pricing of the New Notes Expected to be prior to
Pricing of the New Notes. the Expiration Deadline
Announcement of the Maximum Dollar As soon as reasonably
Acceptance Amount practicable on the Business
Announcement by the Company of the Day immediately following
principal amount of New Euro Notes pricing of the New Notes
and of New Sterling Notes to be issued,
the GBPEUR FX Rate and the Maximum
Dollar Acceptance Amount.
Expiration Deadline 4.00 p.m. on 1 June 2023
Final deadline for receipt of valid
Tender Instructions by the Tender Agent
in order for Securityholders to be
able to participate in the Offers.
Announcement of Results As soon as practicable
Announcement by the Company of its on the Business Day immediately
decision on whether to accept (subject following the Expiration
to satisfaction, or waiver, of the Deadline
New Financing Condition and the other
the conditions described in the Tender
Offer Memorandum) valid tenders of
Securities pursuant to the Offers and,
if so accepted, of (i) each Series
Acceptance Amount, (ii) any Pro-ration
Factor that will be applied to Dollar
Securities validly tendered for purchase
and (iii) the aggregate principal amount
of each Series that will remain outstanding
after the Settlement Date.
Settlement Date Expected to be on 6 June
Subject to satisfaction, or waiver, 2023
of the New Financing Condition and
the other the conditions described
in the Tender Offer Memorandum, payment
of the relevant Purchase Price and
the relevant Accrued Interest Payments
in respect of the Securities accepted
for purchase.
The times and dates set out above and in the Tender Offer
Memorandum may (subject to applicable law) be extended, re-opened
and/or amended by the Company (in its sole and absolute
discretion), or one or more of the Offers withdrawn and/or
terminated by the Company (in its sole and absolute discretion), in
each case in accordance with the terms of the Offers as described
in the Tender Offer Memorandum. Accordingly, the actual timetable
may differ significantly from the timetable above.
All announcements will be made by the Company by (i) publication
through RNS and (ii) delivery of notices to the Clearing Systems
for communication to Direct Participants. Such announcements may
also be made on the relevant Reuters Insider Screen and/or by the
issue of a press release to a Notifying News Service. Copies of all
such announcements, press releases and notices can also be obtained
upon request from the Tender Agent, the contact details for which
are set out below. Significant delays may be experienced in respect
of notices delivered to the Clearing Systems and Securityholders
are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers, the contact details
for which are set out below.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
when such intermediary would need to receive instructions from a
Securityholder in order for that Securityholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer before the deadlines specified above and in the Tender
Offer Memorandum. The deadlines set by any such intermediary and
each Clearing System for the submission of Tender Instructions will
be earlier than the relevant deadlines specified above and in the
Tender Offer Memorandum .
Further Information
Securityholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offers.
Requests for information in relation to the Offers should be
directed to:
THE DEALER MANAGERS
BNP Paribas Merrill Lynch International
16, boulevard des Italiens 2 King Edward Street
75009 Paris London EC1A 1HQ
France United Kingdom
Telephone: +44 20 7996 5420
Telephone: +33 1 55 77 78 94 Email: DG.LM-EMEA@bofa.com
Email: liability.management@bnpparibas.com Attention: Liability Management
Attention: Liability Management Group
Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5282
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management Group
Requests for information in relation to the procedures for
tendering Securities in, and for any documents or materials
relating to, the Offers should be directed to:
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: vodafone@is.kroll.com
Attention: Owen Morris
Website: https://deals.is.kroll.com/vodafone
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. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. Any Securityholder
who is in any doubt as to the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any financial, accounting and tax consequences,
immediately from its broker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser. Any individual
or company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender such Securities in the
Offers. None of the Company, the Dealer Managers or the Tender
Agent makes any recommendation whether the Securityholders should
tender Securities in the Offers.
Offer and Distribution Restrictions
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 come(s) are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about and
to observe any such restrictions. Neither this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Securities (and tenders of
Securities in the Offers will not be accepted from Securityholders)
in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws requires an Offer to be made by a licensed broker or
dealer and any Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer
shall be deemed to be made on behalf of the Company by such Dealer
Manager or such affiliate (as the case may be) in such
jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Euro Notes will
be EUR100,000 and the New Sterling Notes will be GBP100,000.
United States . The Offers are not being made, and will not be
made, directly or indirectly, in or into, or by use of the mail of,
or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Offers by any such use,
means, instrumentality or facility from or within the United States
or by persons located or resident in the United States.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to persons located or
resident in the United States. Any purported tender of Securities
in an Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and any purported tender of
Securities made by a person located in the United States or any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
This announcement and the Tender Offer Memorandum are not an
offer of securities for sale in the United States or to U.S.
Persons (as defined in Regulation S of the Securities Act (each a
"U.S. Person")). Securities may not be offered or sold in the
United States absent registration under, or an exemption from the
registration requirements of, 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, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each holder of Securities participating in an Offer will
represent that it is not located in the United States and is not
participating in such Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in such
Offer from the United States. For the purposes of this and the
above two paragraphs, "United States" means the United States of
America, 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 of
America and the District of Columbia.
United Kingdom . The communication of this announcement, the
Tender Offer Memorandum 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 within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
Italy . None of the Offers, this announcement, the Tender Offer
Memorandum 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. The Offers are being
carried out in the Republic of Italy ("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. Accordingly, Securityholders
or beneficial owners of the Securities that are located in Italy
can tender some or all of their Securities for purchase in the
Offers through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, 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
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TENAIMFTMTJTMAJ
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May 24, 2023 02:36 ET (06:36 GMT)
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