TIDMVOD
RNS Number : 7504C
Vodafone Group Plc
19 June 2019
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 PLC ANNOUNCES FINAL RESULTS OF TER OFFERS
(Newbury, Berkshire - England) - June 19, 2019 Vodafone Group
Plc ("Vodafone" or the "Company") announces today the results of
its previously announced cash tender offers (the "Offers") to
purchase any and all of the outstanding debt securities listed
below (the "Notes") on the terms of, and subject to the conditions
set forth in, the offer to purchase dated June 12, 2019 (the "Offer
to Purchase"). Capitalized 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., Eastern time, on June
18, 2019.
According to information provided by the Information and Tender
Agent for the Offers, U.S.$227,569,000 aggregate principal amount
of the 2021 Notes, U.S.$402,755,000 aggregate principal amount of
the 2022 Notes, and U.S.$704,481,000 aggregate principal amount of
the 2023 Notes were validly tendered at or prior to the Expiration
Time and not validly withdrawn, which amounts include
U.S.$1,675,000 aggregate principal amount of the 2021 Notes,
U.S.$8,730,000 aggregate principal amount of the 2022 Notes and
U.S.$3,226,000 aggregate principal amount of the 2023 Notes that
remain subject to the guaranteed delivery procedures described in
the Offer to Purchase. The Company will accept for purchase, and
pay for, the validly tendered Notes; such payment is expected to be
made on June 20, 2019. The following table sets forth the aggregate
principal amount of Notes validly tendered and not withdrawn in the
Offers:
Title of Security CUSIP Outstanding Principal Aggregate Principal Aggregate Principal
Amount Amount Tendered(1) Amount Tendered
Using Guaranteed
Delivery Procedures
----------------------- ----------------------- ---------------------- --------------------- ---------------------
4.375% Notes due 2021 92857WAV2 /
("2021 Notes") US92857WAV28 $500,000,000 $225,894,000 $1,675,000
----------------------- ----------------------- ---------------------- --------------------- ---------------------
2.50% Notes due 2022 92857WAZ3 /
("2022 Notes") US92857WAZ32 $1,000,000,000 $394,025,000 $8,730,000
----------------------- ----------------------- ---------------------- --------------------- ---------------------
2.950% Notes due 2023 92857WBC3 /
("2023 Notes") US92857WBC38 $1,600,000,000 $701,255,000 $3,226,000
(1) Excluding principal amounts of Notes tendered using guaranteed delivery procedures.
In addition to the Consideration, all Holders of Notes accepted
for purchase will also receive accrued and unpaid interest on such
Notes, from the last interest payment date up to, but not
including, the Settlement Date. Interest will cease to accrue on
the Settlement Date for all Notes accepted.
On June 12, 2019, the Company priced an offering (the "New Notes
Offering") of $1,750,000,000 4.875% Notes due 2049 and $500,000,000
5.125% Notes due 2059, the proceeds of which are expected to fund
the Offers. The New Notes Offering is expected to be completed on
June 19, 2019, which will satisfy the Financing Condition (as
defined in the Offer to Purchase).
Questions regarding procedures for tendering Notes may be
directed to Global Bondholder Services at +1 (866) 470-3800 (toll
free), +1 (212) 430-3774 (collect) or by email to
contact@gbsc-usa.com. For additional information, please contact
the Dealer Managers at 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@baml.com, to Morgan Stanley &
Co. LLC at +1 (212) 761-1057 (collect), +1 (800) 624-1808 (toll
free) or by email to liabilitymanagement@morganstanley.com, to RBC
Capital Markets, LLC at +1 (877) 381-2099 (toll free), +1 (212)
618-7843, +44 20 7029 7063 (Europe) or by email to
liability.management@rbccm.com and to UBS AG London Branch, at +44
20 7568 1121 (Europe), +1 888 719 4210 (toll free), +1 203 719 4210
or by email to ol-liabilitymanagement-eu@ubs.com. This announcement
is for informational purposes only and does not constitute an offer
to sell, or a solicitation of an offer to buy, 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 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.
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 authorized persons (such
as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, 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 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, to the
public in the Republic of France ("France"). Neither this
announcement, the Offer to Purchase nor any other document or
material relating to the Offers has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), acting for their own account, with the
exception of individuals, within the meaning ascribed to them in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier, and applicable regulations
thereunder, are eligible to participate in the Offers. 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 the Offer to Purchase nor any other documents or
materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autoriteit voor financiële diensten
en markten / Autorité des services et marchés financiers) and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids as amended or replaced from
time to time. Accordingly, the Offers may not be advertised and the
Offers will not be extended, and neither the Offer to Purchase nor
any other documents or materials relating to the Offers (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. Insofar as Belgium is
concerned, the Offer to Purchase has been issued only for the
personal
use of the above qualified investors and exclusively for the
purpose of the Offers. Accordingly, the information contained in
the Offer to Purchase may not be used for any other purpose or
disclosed 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.
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.
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
RTEFMGMVRLGGLZG
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June 19, 2019 04:45 ET (08:45 GMT)
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