Final Results of Offer for Mannesmann
Vodafone AirTouch PLC
30 March 2000
VODAFONE AIRTOUCH PLC
FINAL RESULTS OF OFFER FOR MANNESMANN
Vodafone AirTouch Plc announces that its Offer for Mannesmann
closed at 24:00 CET on 27 March 2000.
By 24:00 CET on 29 March 2000, valid acceptances of the Offer
had been received and booked into Clearstream Banking AG,
Frankfurt in respect of a total of 499,970,377 Mannesmann
Shares, representing approximately 98.62 % of the issued share
capital of Mannesmann AG.
Vodafone AirTouch will issue today a fifth and final tranche of
1,166,843,098 New Vodafone AirTouch Shares to be delivered to
accepting Mannesmann Shareholders. This reflects acceptances
in respect of an additional 19,788,875 Mannesmann Shares since
the last announcement of the level of acceptances on 17 March
2000. Following settlement of the final tranche, there will be
approximately 61.3 billion Vodafone AirTouch ordinary shares
outstanding.
Approval has been received from the listing office of the
Frankfurt Stock Exchange for the admission of Vodafone AirTouch
Shares to the Frankfurt Stock Exchange and dealings are
expected to commence on 3 April 2000.
Bank custodian, broker custodian and institutional investor
enquiries in relation to the settlement procedures for the
Offer should be directed to Paribas Frankfurt Branch (the
'Global Exchange Coordinator') at telephone +49 (0) 69 1520 5630;
fax +49 (0) 69 1520 5636.
Copies of this press release and the documentation published in
connection with the Offer can be obtained from the Vodafone
AirTouch website, www.vodafone-update.com.
Enquiries:
Vodafone AirTouch
Terry Barwick, Director of Corporate Affairs
Tim Brown, Investor Relations Director
Melissa Stimpson, Senior Investor Relations Manager
Mike Caldwell, Corporate Communications Director
Tel: +44 (0) 1635 33 251
Goldman Sachs International
Scott Mead
Simon Dingemans
Tel: +44 (0) 171 774 1000
Warburg Dillon Read
Warren Finegold
Mark Lewisohn
Tel: +44 (0) 171 567 8000
Tavistock Communications
Lulu Bridges
Tel: +44 (0) 171 600 2288
Words defined in the press release dated 18 February 2000 shall
have the same meaning in this announcement unless the context
requires otherwise.
This press release does not constitute an offer to exchange or
sell or an offer to exchange or buy any securities.
The contents of this announcement have been approved by Goldman
Sachs International and Warburg Dillon Read, the investment
banking division of UBS AG, solely for the purposes of Section
57 of the Financial Services Act 1986. Goldman Sachs
International and Warburg Dillon Read, each of which is
regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for Vodafone AirTouch and for no
one else in connection with the Offer and will not be
responsible to anyone other than Vodafone AirTouch for
providing the protections afforded to customers of Goldman
Sachs International or Warburg Dillon Read or for giving advice
in relation to the Offer.
Goldman Sachs International and/or Warburg Dillon Read may have
positions and/or holdings in investments referred to in this
announcement and are providing or may have provided within the
12 months preceding the issue of this document advice to
Vodafone AirTouch and/or Mannesmann and/or in relation to the
securities of either or both companies. Past performance is
not necessarily a guide to future performance. The value of
your investment and income from it can go down as well as up
and is not guaranteed. You may get back less than you have
invested.
The Offer in the United States is being made through a
prospectus which is part of an effective registration statement
filed with the U.S. Securities and Exchange Commission.
Mannesmann Shareholders who are U.S. persons or are located in
the United States are advised to read the registration
statement because it contains important information relating to
the Offer. You can inspect and copy the registration statement
relating to the Offer and documents incorporated by reference
therein at the public reference facilities maintained by the
U.S. Securities and Exchange Commission at 450 Fifth Street,
N.W., Room 1024, Washington D.C. 20549. In addition, copies of
the US Offer Document are available from The Bank of New York,
101 Barclay Street, Lobby Window, New York, NY 10286.
For additional information regarding risks, see the Registration
Statement on Form F-4 and other reports of Vodafone AirTouch
Plc on file with the Securities and Exchange Commission.
Copies of these filings are available on request directed to
Vodafone AirTouch, Investor Relations, Tim Brown (tel: + 44
(0)1635 33 251).
It is the responsibility of any person receiving a copy of this
announcement in any jurisdiction other than the United Kingdom,
Germany and the United States to satisfy themselves as to the
full observance of the laws and regulatory requirements of the
relevant jurisdiction, including the obtaining of any
governmental or other consent which may be required or
observing any other formalities needing to be observed in such
jurisdiction. Receipt of this announcement will not constitute
an offer in those jurisdictions in which it would be illegal to
make such an offer and in such circumstances it will be deemed
to have been sent for information purposes only.
Statements in this press release relating to future status or
circumstances, including statements regarding future
performance, costs, revenues, cash flows, earnings,
divestments, growth and other trend projections and the
synergistic benefits of the merger are forward-looking
statements. These statements may generally, but not always, be
identified by the use of words such as 'anticipates', 'should',
'expects', 'estimates', 'believes', or similar expressions. By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from
those expressed or implied by these forward-looking statements
due to many factors, many of which are outside Vodafone
AirTouch's control, including the triggering of change of
control provisions in Mannesmann's licences or other
agreements, the ability to obtain regulatory approvals without
onerous conditions, the impact of labour disputes, the risk of
negative impacts on Vodafone AirTouch's credit ratings, the
potential costs, including tax costs, of divesting Orange and
Mannesmann's industrial businesses, limitations on Vodafone
AirTouch's ability to control Mannesmann due to voting
restrictions and other provisions of Mannesmann's charter and
German law, general economic conditions, competition, technical
difficulties and the need for increased capital expenditure
(such as that resulting from increased demand for usage, new
business opportunities and deployment of new technologies) and
the ability to realise benefits from entering into partnerships
for developing data and internet services.