TIDMVOD
RNS Number : 5584K
Vodafone Group Plc
22 April 2020
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM AN
OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
Proposed offering of up to 8% of existing share capital of INWIT
by Vodafone and TIM
London , 22 April 2020 - Vodafone Group Plc ("Vodafone"),
through its wholly-owned subsidiary Vodafone Europe B.V., announces
its intention to sell, jointly with Telecom Italia S.p.A. (" TIM
"), on a pro-rata basis, approximately 80 million existing ordinary
shares (the "Shares") of Infrastrutture Wireless Italiane S.p.A.
("INWIT" or the "Company"), corresponding to approximately 8% of
the outstanding ordinary share capital of the Company (the "Sale"
or the "Offering"). The Sale will be undertaken through an
accelerated bookbuilding process to institutional investors.
Vodafone and TIM currently hold a 37.5% stake each in INWIT and,
following the completion of the Sale, will continue to retain joint
control and to hold an equal stake in the share capital of the
Company .
Vodafone intends to use the cash proceeds to reduce
leverage.
The Shares will be offered to certain qualified Italian and
international institutional investors.
Bookbuilding will commence immediately. Vodafone and TIM reserve
the right to change the terms or timing of the Sale at any time.
The results of the Offering, including the number of Offer Shares
sold and the price per Offer Share, will be announced as soon as
practicable after the closing of the bookbuilding process.
BofA Securities, Banca IMI, Goldman Sachs International and UBS
are acting as joint global coordinators and joint bookrunners in
connection with the Offering (the " Joint Bookrunners ").
In connection with the Sale, Vodafone Europe B.V. and TIM, as
customary, have agreed to a 90-day lock-up period in respect of any
remaining shares held directly or indirectly in INWIT following the
settlement of the transaction. Subject to customary exceptions, no
additional sales of shares of INWIT will be made by Vodafone Europe
B.V. and TIM during the lock-up period without the prior consent of
the Joint Bookrunners (such consent not to be unreasonably
withheld).
----------------------------------------------------
DISCLAIMER
The contents of this announcement have been prepared by and are
the sole responsibility of Vodafone Europe B.V. and Telecom Italia
S.p.A. (the "Sellers").
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America ("United States") (including its territories and
possessions, any state of the United States and the District of
Columbia), or into Canada, Australia or Japan or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this announcement and the offer and sale of the
Shares in certain jurisdictions may be restricted by law and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
The Shares are not being offered to the public in any
jurisdiction and may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the shares in such jurisdiction. This announcement is not an offer
of securities for sale in any jurisdiction, including the United
States, Canada, South Africa, Australia or Japan. No action has
been taken by the Sellers, the Joint Bookrunners or any of their
affiliates to permit a public offering of the shares or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Neither this announcement nor
anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or purchase whatsoever in any
jurisdiction and shall not constitute or form part of an offer to
sell or the solicitation of an offer to buy any securities in the
United States or in any other jurisdiction.
The securities referred to herein have not been registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"),
and may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell, or the solicitation of an offer to buy,
securities in the United States. There will be no public offer of
any securities in the United States or in any other
jurisdiction.
In the United Kingdom and member states of the European Economic
Area, this announcement and any offer if made subsequently is
directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) ("Qualified Investors"). In the United Kingdom this
announcement is directed exclusively at Qualified Investors (i) who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who fall within Article 49(2)(A) to (D) of the
Order, or (iii) to whom it may otherwise lawfully be communicated
(all such persons together being referred to as "Relevant
Persons"). This document is directed only at Relevant Persons and
must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons. This announcement is not an
offer of securities or investments for sale nor a solicitation of
an offer to buy securities or investments in any jurisdiction where
such offer or solicitation would be unlawful. No action has been
taken that would permit an offering of the securities or possession
or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required to inform themselves about and
to observe any such restrictions.
This announcement does not constitute an offer of any securities
to the public in Italy. Any offer of securities in Italy will be
made only to qualified investors (investitori qualificati) as
referred to in Article 100 of the legislative decree no. 58 of 24
February 1998, as amended (the "Italian Financial Act") and Article
34-ter paragraph 1(b) of CONSOB Regulation No. 11971, May 14, 1999,
as amended (the "Issuers Regulation") or in circumstances which are
exempt from the rules on public offers pursuant to the Italian
Financial Act and the implementing CONSOB regulations, including
the Issuers Regulation and will not be listed on an Italian
regulated market, therefore no documents or materials relating to
the securities have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB"). Any offer of the securities will be carried out in the
Republic of Italy as an exempted offer pursuant to article 100 of
the Italian Financial Act and article 34-ter, paragraph 1 of the
Issuers Regulation.
In connection with the sale of the Shares, any of the Joint
Bookrunners and any of their affiliates may take up a portion of
the Shares in the Sale as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts
such Shares and other securities of Infrastrutture Wireless
Italiane S.p.A. or related investments in connection with the Sale
or otherwise. Accordingly, references in this announcement to the
Shares being sold, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, any of the
Joint Bookrunners and any of their affiliates acting in such
capacity. In addition any of the Joint Bookrunners and any of their
affiliates may enter into financing arrangements (including swaps
or contracts for differences) with investors in connection with
which the Joint Bookrunners and any of its affiliates may from time
to time acquire, hold or dispose of Shares. The Joint Bookrunners
do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
A communication that a transaction is or that the book is
"covered" (i.e. indicated demand from investors in the book equals
or exceeds the amount of the securities being offered) is not any
indication or assurance that the book will remain covered or that
the transaction and securities will be fully distributed by the
Joint Bookrunners. The Joint Bookrunners reserve the right to take
up a portion of the securities in the offering as a principal
position at any stage at their sole discretion, inter alia, to take
account of the objectives of the Sellers, Markets in Financial
Instruments Directive (2014/65/EU) requirements and in accordance
with allocation policies.
None of the Joint Bookrunners or any of their or their
affiliates, directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Sellers, Infrastrutture
Wireless Italiane S.p.A., their respective subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
Each of the Joint Bookrunners is acting on behalf of the Sellers
and no one else in connection with any offering of the Shares and
will not be responsible to any other person for providing the
protections afforded to any of its clients or for providing advice
in relation to any offering of the Shares.
For further information:
Vodafone Group
Media Relations Investor Relations
www.vodafone.com/media/contact ir@vodafone.co.uk
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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