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RNS Number : 2048L
Vodafone Group Plc
29 December 2022
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 FINAL RESULTS OF
CASH TER OFFER FOR UP TO $2,300,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF ITS 4.375% NOTES DUE MAY 2028
(Newbury, Berkshire - England) - December 29, 2022 - Vodafone
Group Plc ("Vodafone" or the "Company") announces the final results
of its previously announced cash tender offer (the "Offer") to
purchase up to $2,300,000,000 in aggregate principal amount (the
"Aggregate Offer Limit") of its outstanding 4.375% Notes due May
2028 (the "Notes") upon the terms of, and subject to the conditions
set forth in the offer to purchase dated November 29, 2022 (the
"Offer to Purchase"). On December 2, 2022, the Company successfully
completed an offering of New Notes, satisfying the New Financing
Condition to the Offer.
The Offer expired at 5:00 p.m., New York City time, on December
28, 2022 (the "Expiration Time"). According to information provided
by the Information and Tender Agent for the Offer, $2,099,496,000
aggregate principal amount of the Notes were validly tendered. This
includes (i) $2,098,846,000 in aggregate principal amount of the
Notes that were validly tendered and not validly withdrawn pursuant
to the Offer at or prior to 11:59 p.m., New York City time, on
December 12, 2022 (the "Early Tender Time"), and (ii) an additional
$650,000 in aggregate principal amount of the Notes, validly
tendered and not validly withdrawn after the Early Tender Time but
at or prior to the Expiration Time. Subject to the satisfaction or
waiver of the conditions to the Offer (as described in "Description
of the Offer - Conditions to the Offer" in the Offer to Purchase),
in the sole and absolute discretion of the Company, the Company
will accept for purchase, and pay for, all of the Notes that were
validly tendered and not validly withdrawn after the Early Tender
Time but at or prior to the Expiration Time; such payment is
expected to be made on December 30, 2022 (the "Final Settlement
Date"). All Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time and accepted for purchase were paid
in full by the Company on December 14, 2022 (the "Early Settlement
Date").
Capitalized terms not otherwise defined in this announcement
have the same meaning as assigned to them in the Offer to
Purchase.
The following table sets forth the aggregate principal amount of
Notes validly tendered and not validly withdrawn in the Offer at or
prior to the Expiration Time, as reported by the Information and
Tender Agent:
Aggregate Aggregate
Principal Early Principal
Title of Amount Aggregate Purchase Price Tender Total Amount
Security CUSIP / ISIN Tendered Offer Limit Consideration(1) Premium(2) Consideration(3) Accepted
-------------- -------------- --------------- --------------- ----------------- ----------- ----------------- ---------------
4.375% Notes 92857W BK5 /
due May 2028 US92857WBK53 $2,099,496,000 $2,300,000,000 $970 (4) $30 (4) $1,000 (4) $2,099,496,000
(1) For each $1,000 principal amount of Notes tendered at or
prior to the Expiration Time and accepted for purchase.
(2) For each $1,000 principal amount of Notes tendered at or
prior to the Early Tender Time and accepted for purchase.
(3) The Total Consideration equals the sum of the Purchase Price
Consideration and the Early Tender Premium.
(4) Does not include Accrued Interest, which will also be paid
in addition to the Purchase Price Consideration or the Total
Consideration, as applicable.
Holders of Notes who validly tendered Notes after the Early
Tender Time but at or prior to the Expiration Time in the manner
described in the Offer to Purchase are not eligible to receive the
Early Tender Premium and therefore will only receive the Purchase
Price Consideration, plus accrued and unpaid interest on such Notes
to, but not including, the Final Settlement Date. Interest will
cease to accrue on the Final Settlement Date for all such Notes
accepted.
The obligation of the Company to accept for purchase, and to pay
for, Notes validly tendered and not validly withdrawn pursuant to
the Offer is subject to, and conditioned upon, the satisfaction or
waiver of certain conditions as set forth in the Offer to Purchase,
in the sole and absolute discretion of the Company.
The Company has retained Merrill Lynch International, NatWest
Markets Securities Inc. and RBC Capital Markets, LLC as Dealer
Managers and D.F. King as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the Offer.
Questions regarding procedures for tendering Notes may be
directed to D.F. King 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 Offer may be directed to 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
NatWest Markets Securities Inc. at +1 (800) 231-5380 (toll free),
+1 (203) 897 6166 or +44 20 7678 5222 (in London) or by email at
liabilitymanagement@natwestmarkets.com and to RBC Capital Markets,
LLC at +1 (877) 381-2099 (toll free), +1 (212) 618-7843 or +44 20
7029 7063 (in London) or by email at
liability.management@rbccm.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 Offer 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 Offer.
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 mentioned
herein have not been, and will not be, registered under the United
States Securities Act of 1933 (the "Securities Act"). The New 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 securities in the United States.
The distribution of this 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 Offer, this announcement, the Offer to Purchase or
any other document or materials relating to the Offer has 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 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 Offer through authorized 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 Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been
approved by an authorized 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 Offer is not being made, directly or indirectly, and none of
this announcement, the Offer to Purchase or any other document or
material relating to the Offer 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 Offer does not constitute a public offering 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 Offer may not be, and is 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
Offer 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 Offer 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 Offer 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 Offer 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 Offer-Procedures for Tendering Notes-Other
Matters" in the Offer to Purchase. Any tender of Notes for purchase
pursuant to the Offer 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 Offer,
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 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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