Final Results of Tender Offers

RNS Number : 6236A

Vodafone Group Plc

30 May 2019

 

Vodafone Group Plc announces final results of 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, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA 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

30 May 2019. Vodafone Group Plc (the Company) announces today the final results of its invitations to holders of (a) its outstanding €1,750,000,000 1.000 per cent. Notes due 11 September 2020 (ISIN: XS1109802303) (the September 2020 Notes), (b) its outstanding €750,000,000 0.875 per cent. Notes due 17 November 2020 (ISIN: XS1323028479) (the November 2020 Notes) and (c) its outstanding €1,250,000,000 1.250 per cent. Notes due 25 August 2021 (ISIN: XS1372838240) (the 2021 Notes and together with the September 2020 Notes and the November 2020 Notes, the Notes) to tender their Notes for purchase by the Company for cash up to an aggregate maximum Purchase Price (excluding Accrued Interest) of €1,500,000,000 (the Maximum Aggregate Purchase Price) subject to the satisfaction of the New Financing Condition (each an Offer, and together, the Offers).

The Offers were announced on 21 May 2019 and were made on the terms and subject to the conditions (including the New Financing Condition) contained in the tender offer memorandum dated 21 May 2019 (the Tender Offer Memorandum) prepared by the Company for 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 29 May 2019.

The Company announces that the New Financing Condition has been satisfied and it has determined that the Maximum Aggregate Purchase Price will be €1,499,998,415.98.

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	Common code / ISIN	Aggregate nominal amount validly tendered for purchase	Purchase Price (per €1,000 in nominal amount)	Series Acceptance Amount	Pro-ration Factor (if any)	Aggregate nominal amount outstanding after the Settlement Date*
€1,750,000,000 1.000 per cent. Notes due 11 September 2020	110980230 / XS1109802303	€706,340,000	€1,012.92	€706,340,000	n/a	€955,760,000
€750,000,000 0.875 per cent. Notes due 17 November 2020	132302847 / XS1323028479	€266,325,000	€1,015.80	€266,325,000	n/a	€431,262,000
€1,250,000,000 1.250 per cent. Notes due 25 August 2021	137283824 / XS1372838240	€513,005,000	€1,031.38	€498,361,000	95.7745%	€751,639,000

*  Following the cancellation of (i) Notes purchased pursuant to the Offers; and (ii) Notes separately held by the subsidiaries of the Company. On or around the Settlement Date, the Company intends to procure the cancellation of €87,900,000 of the September 2020 Notes and €52,413,000 of the November 2020 Notes currently held by its subsidiaries (thereby cancelling all Notes for the time being held by the Company or its subsidiaries).

The expected Settlement Date for the Offers is 31 May 2019.

ING Bank N.V. (Telephone: [phone]; Attention: Liability Management Team; Email: [e-mail]); 

Merrill Lynch International (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management Group);

NatWest Markets Plc (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management); and

Société Générale (Telephone: [phone]; Email: [e-mail]; Attention: Liability Management - DCM) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: [phone]; Email: [e-mail]; Attention: Paul Kamminga) is acting as Tender Agent for the Offers.

This announcement is made by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Rosemary Martin, 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.

 

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