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
February 14, 2023
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 þ Form
40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Report
on Form 6-K contains a Stock Exchange Announcement dated 14 February 2023 entitled ‘VODAFONE ANNOUNCES FINAL RESULTS OF TENDER
OFFERS’.
RNS Number
: 9027P
Vodafone Group
Plc
14 February
2023
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
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018
VODAFONE
GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF TENDER OFFERS
(Newbury,
Berkshire – England) – February 14, 2023 – Vodafone Group Plc (“Vodafone” or the “Company”)
announced today the results of its previously announced three 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”), which were made upon the terms of and
subject to the conditions in the offers to purchase dated February 7, 2023 (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 was conditioned on the aggregate principal amount of the validly tendered and not
validly withdrawn Notes, together with the aggregate principal amount of Notes of each series accepted for purchase with a higher Acceptance
Priority Level, not exceeding $2.0 billion (the “Maximum Tender Acceptance Amount”), subject to the provisions set forth
in the Offer to Purchase. The Company’s obligation to complete an Offer with respect to a particular series of Notes was also conditioned
on the New Financing Condition.
On
February 10, 2023, the Company closed the offering of U.S.$700,000,000 5.625% Notes due February 2053 and U.S.$500,000,000 5.750% Notes
due February 2063 (together, the “New Dollar Notes”) and Vodafone International Financing DAC, an indirect wholly owned subsidiary
of the Company, closed the offering of €500,000,000 4.000% Notes due February 2043 (the “New Euro Notes”). The proceeds
of both offerings are expected to fund the Offers. As a result, the New Financing Condition has been satisfied with respect to each Offer.
The
offers to purchase with respect to each series of Notes are referred to herein as the “Offers” and each, an “Offer.”
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
The
Offers expired at 5:00 p.m., New York City time, on February 13, 2023 (the “Expiration Time”). At the Expiration Time, the
aggregate principal amount of 2048 Notes (as defined below) validly tendered and not validly withdrawn was below the Maximum Tender Acceptance
Amount and, therefore, the Maximum Tender Acceptance Amount Condition was satisfied for the 2048 Notes. In accordance with the terms
of the Offers, the Company is accepting for purchase any and all of the 2048 Notes of such series validly tendered and not validly withdrawn.
However, at the Expiration Time the aggregate principal amount of validly tendered and not validly withdrawn 2043 Notes (as defined below)
(together with the aggregate principal amount of all validly tendered and not validly withdrawn 2048 Notes) was greater than the Maximum
Tender Acceptance Amount so the Maximum Tender Acceptance Amount Condition was not met for the 2043 Notes. Accordingly, the Company will
not accept for purchase such 2043 Notes and is terminating the Offer with respect to the 2043 Notes. The aggregate principal amount of
2038 Notes (as defined below) validly tendered and not validly withdrawn (together with the aggregate principal amount of all validly
tendered and not validly withdrawn 2048 Notes) was below the Maximum Tender Acceptance Amount therefore the Maximum Tender Acceptance
Amount Condition was also satisfied for the 2038 Notes. In accordance with the terms of the Offers, the Company is accepting for purchase
any and all of the 2038 Notes of such series validly tendered and not validly withdrawn.
The
following table sets forth the aggregate principal amount of Notes validly tendered at or prior to the Expiration Time and not validly
withdrawn, according to information provided by D.F. King, the Information and Tender Agent (the “Information and Tender Agent”)
for the Offers:
Acceptance
Priority
Level | |
Title
of Security | |
CUSIP
/ ISIN | |
Principal
Amount
Previously
Outstanding | | |
Principal
Amount
Tendered(1) | |
All
Validly
Tendered
Notes
Accepted? | |
Principal
Amount
Remaining
Outstanding(2) | |
Purchase
Price
Consideration(3) | |
1 | |
5.250%
Notes due May 2048 (the
“2048 Notes”) | |
92857WBM1
/ US92857WBM10 | |
$ | 3,000,000,000 | | |
$ | 1,560,101,000 | |
Yes | |
$ | 1,439,899,000 | |
$ | 955.34 | |
2 | |
4.375%
Notes due February 2043 (the
“2043 Notes”) | |
92857WBD1
/ US92857WBD11 | |
$ | 1,400,000,000 | | |
$ | 544,234,000 | |
No | |
$ | 1,400,000,000 | |
| N/A | |
3 | |
5.000%
Notes due May 2038 (the
“2038 Notes”) | |
92857WBL3
/ US92857WBL37 | |
$ | 1,000,000,000 | | |
$ | 421,913,000 | |
Yes | |
$ | 578,087,000 | |
$ | 968.55 | |
| (1) | The
principal amounts of Notes listed in the table above include the following aggregate principal
amounts of Notes that were tendered pursuant to the Guaranteed Delivery Procedures, the acceptance
of which (in respect of the 2048 Notes and the 2038 Notes) remains subject to the valid delivery
at or prior to 5:00 p.m., New York City time, on February 15, 2023 (the “Guaranteed
Delivery Date”) of such Notes, pursuant to the terms and subject to the conditions
set forth in the Offer to Purchase: (i) $41,590,000 aggregate principal amount of the 2048
Notes, (ii) $988,000 aggregate principal amount of the 2043 Notes and (iii) $4,619,000 aggregate
principal amount of the 2038 Notes. |
| (2) | The
principal amounts of Notes remaining outstanding listed in the table above assumes that the
2048 Notes and the 2038 Notes tendered pursuant to the Guaranteed Delivery Procedures will
be validly tendered at or prior to the Guaranteed Delivery Date and accepted for purchase
pursuant to the Offers. |
| (3) | Per
$1,000 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. |
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.
In
respect of accepted Notes that were 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, February 15, 2023. 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, February 16, 2023.
For
additional information, please contact the Dealer Managers, Goldman Sachs & Co. LLC at +1 (800) 828-3182 (U.S. Toll Free), +1 (212)
902-6351 (U.S.) or +44 20 7774 4836 (London) or by email to liabilitymanagement.eu@ny.email.gs.com and Merrill Lynch International at
+1 (888) 292-0070 (U.S. Toll Free), +1 (980) 387-3907 (U.S.) or +44-20-7996-5420 (London) or by email at dg.lm-emea@bofa.com or the Information
and Tender Agent, D.F. King at +44 20 7920 9700 (London), +1 (212) 269-5550 (New York City) or +1 (800) 605-1957 (U.S. Toll Free) or
by email to vodafone@dfkingltd.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.
The
New Dollar Notes were issued pursuant to a registration statement (File No. 333-240163) filed on Form F-3ASR with the United States Securities
and Exchange Commission. Any investment decision to purchase any New Dollar Notes should be made solely on the basis of the information
contained in the prospectus dated July 29, 2020, as supplemented by the prospectus supplement dated February 7, 2023 (together, the “Company
Prospectus”), and no reliance is to be placed on any representations other than those contained in the Company Prospectus.
The
New Euro Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”).
The New Euro Notes may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term
is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of the New Euro Notes in the United States.
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.
This
announcement is made by Vodafone Group Plc and contains information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the “EUWA”) (“UK MAR”), encompassing information relating to the Offers
described above. For the purposes of 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, this announcement is made by Rosemary Martin, 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 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 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 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, the Bank of Italy 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 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 (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
this announcement. the Offer to Purchase nor any other brochure, document or material related thereto has 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, 1 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) (the “Belgian Takeover Law”), as amended or replaced from time
to time. Accordingly, the Offers may not be, and are not being advertised, and this announcement, 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, directly or indirectly, to any person located and/or resident within Belgium, other than (i) 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;
and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. 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, 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.
Each
tendering Holder participating in the Offers will be deemed to give certain representations in respect of the jurisdictions referred
to below 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: February 14, 2023 |
By: |
/s/ R E S MARTIN |
|
Name: |
Rosemary E S Martin |
|
Title: |
Group General Counsel and Company Secretary |
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