Vodafone Group Plc announces final
results in respect of its Euro 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 TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
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.
3 July
2024
In connection with the invitations by Vodafone
Group Plc (the "Company")
to holders of (a) its outstanding €1,000,000,000 1.875 per cent.
Notes due 11 September 2025 (ISIN: XS1109802568), (b) its
outstanding €1,000,000,000 1.125 per cent. Notes due 20 November
2025 (ISIN: XS1721423462) and (c) its outstanding €1,750,000,000
2.200 per cent. Notes due 25 August 2026 (ISIN: XS1372839214)
(together, the "Notes") to
tender any and all of their Notes for purchase by the Company for
cash (each such invitation, an "Offer" and together, the "Offers") first announced on 25 June
2024, the Company announces today the final results of the Offers.
The Offers were made on the terms and subject to the conditions
(including, without limitation, the New Financing Condition)
contained in the tender offer memorandum dated 25 June
2024 (the "Tender
Offer Memorandum") prepared by the Company in respect of the
Offers.
Capitalised terms used in this announcement but
not defined have the meanings given to them in the Tender Offer
Memorandum.
The Expiration Deadline for the Offers was 4.00
p.m. (London time) on 2 July
2024.
The Company announces that the New Financing
Condition has been satisfied.
The Company announces it will accept validly
tendered Notes pursuant to the Offers in the amounts as set out in
the table below.
Description of the
Notes
|
ISIN / Common
Code
|
Aggregate
principal amount validly tendered for purchase and Series
Acceptance Amount
|
Reference
Rate
|
Purchase
Spread
|
Purchase
Yield
|
Purchase
Price1
|
Aggregate principal amount
outstanding after the Settlement Date
|
€1,000,000,000 1.875 per cent. Notes due 11 September
2025
|
XS1109802568 / 110980256
|
€226,798,000
|
3.493 per
cent.
|
0
bps
|
3.493 per
cent.
|
98.147 per cent.
|
€773,202,000
|
€1,000,000,000 1.125 per cent. Notes due 20 November
2025
|
XS1721423462 / 172142346
|
€210,891,000
|
3.434 per cent.
|
0
bps
|
3.434 per
cent.
|
96.941 per cent.
|
€789,109,000
|
€1,750,000,000 2.200 per cent. Notes due 25 August
2026
|
XS1372839214 / 137283921
|
€465,950,000
|
3.217 per
cent.
|
0
bps
|
3.217 per
cent.
|
97.925 per cent.
|
€1,284,050,000
|
1. Per €1,000 in principal
amount.
|
|
|
|
|
|
|
|
|
| |
The expected Settlement Date for the
Offers is 5 July 2024.
DEALER MANAGERS
Banco Santander, S.A. (Email: liabilitymanagement@gruposantander.com;
Attention: Liability Management); and
Merrill Lynch International (Telephone: +44 20 7996 5420; Email: DG.LM-EMEA@bofa.com;
Attention: Liability Management
Group).
TENDER AGENT
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: vodafone@is.kroll.com;
Attention: Owen Morris).
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. No offer or
invitation to acquire any securities is being made pursuant to this
announcement. 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 comes are required by each of the Company, the
Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions.