TIDMVOD
RNS Number : 6694A
Vodafone Group Plc
25 May 2023
Vodafone Group Plc announces Maximum Dollar Acceptance Amount 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
25 May 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 principal amount of
the New Euro Notes and of the New Sterling Notes, in each case to
be issued on 30 May 2023 and, in respect of the Dollar Securities
only, the GBPEUR FX Rate and the Maximum Dollar Acceptance Amount.
The Offers are being 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, 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.
Following the pricing of the New Euro Notes and of New Sterling
Notes on 24 May 2023, the Company announces:
(a) the principal amount of the New Euro Notes to be issued on
30 May 2023 is EUR750,000,000;
(b) the principal amount of the New Sterling Notes to be issued
on 30 May 2023 is GBP500,000,000;
(c) the GBPEUR FX Rate has been set a fixed conversion rate of EUR 1.00 to GBP0.8685; and
(d) the Maximum Dollar Acceptance Amount has been set at U.S.$324,008,000.
For the avoidance of doubt, the Maximum Dollar Acceptance Amount
has been rounded down to the nearest U.S.$1,000 on the basis that
Securities can only be tendered in a minimum principal amount of no
less than the Minimum Denomination in respect of the relevant
Series, and may thereafter be submitted in integral multiples of
EUR1,000 or U.S.$1,000 in excess of the relevant Minimum
Denomination, as applicable, as further described in the Tender
Offer Memorandum.
The Company intends to accept for purchase Dollar Securities
validly tendered pursuant to the relevant Offer up to the Maximum
Dollar Acceptance Amount on the terms and conditions contained in
the Tender Offer Memorandum. 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 described in the Tender Offer
Memorandum.
For the avoidance of doubt, the Company intends to accept for
purchase any and all Euro Securities validly tendered pursuant to
the relevant Offer on the terms and conditions contained in the
Tender Offer Memorandum and no scaling will be applied to Tender
Instructions that are accepted in respect of the Euro
Securities.
Each Offer began 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.
The Company will announce, as soon as practicable on the
Business Day immediately following the Expiration Deadline, its
decision on whether to accept (subject to satisfaction, or waiver,
of the New Financing Condition and the other 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.
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
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.
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.
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
regulations concerning information duties vis-à-vis i ts clients in
connection with the Securities or the Offers.
France . The Offers are not being made, directly or indirectly,
to the public in the Republic of France ("France"). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Offers has been or shall be distributed to
the public in France and only qualified investors (as defined in
Regulation (EU) 2017/1129) are eligible to participate in the
Offers. Neither this announcement nor the Tender Offer Memorandum
and any other document or material relating to the Offers has been
or will be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
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END
TENNKPBKKBKDOPB
(END) Dow Jones Newswires
May 25, 2023 06:11 ET (10:11 GMT)
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