Intended Offer to Mannesmann Shareholders

Vodafone AirTouch PLC 19 November 1999 Part I VODAFONE AIRTOUCH ANNOUNCEMENT OF INTENDED OFFER TO MANNESMANN SHAREHOLDERS On 16 November 1999 Vodafone AirTouch issued an announcement which set out the strategic and commercial rationale for a merger between Vodafone AirTouch and Mannesmann. Yesterday afternoon Vodafone AirTouch received a letter from Mannesmann urging Vodafone AirTouch to withdraw its proposals. Vodafone AirTouch continues to believe that a merger with Mannesmann has compelling logic and is in the best interests of the shareholders of both Mannesmann and Vodafone AirTouch. Following receipt of yesterday's letter, the Board of Vodafone AirTouch has decided to approach the shareholders of Mannesmann directly with an increased and final offer, so that they can decide on the merits of the combination for themselves. The terms of Vodafone AirTouch's intended offer have been sent this morning to Mannesmann's Supervisory Board in advance of their planned meeting. This announcement contains the principal elements of the intended Offer. *The Offer will be 53.7 Vodafone AirTouch Shares for each Mannesmann Share. This values each Mannesmann Share at EUR240 based on Vodafone AirTouch's Closing Price on 18 November 1999 of 285 pence. The Offer values the Mannesmann Share Capital (assuming full acceptance of Mannesmann's offer for Orange) at EUR124 billion (£79 billion). *Following the Offer and assuming full acceptance, Mannesmann Shareholders will hold approximately 47.2% of the Combined Group. *The merger of Vodafone AirTouch and Mannesmann will create Europe's global telecommunications leader and will offer shareholders of both companies the opportunity to participate in the Combined Group's future growth. *The Combined Group will be the world's leading international mobile telecommunications operator with over 42 million proportionate customers worldwide with the potential to serve 510 million proportionate POPs. *The transaction is expected to generate proportionate after tax cash flow synergies of at least £500 million in 2003 and £600 million in 2004. *No redundancies will result from the transaction and employees will benefit from participating in the enhanced growth prospects of the Combined Group. *Vodafone AirTouch believes it has a compelling strategy for the creation of long term shareholder value, driven by its focus on wireless, global reach and technological leadership. Chris Gent, Chief Executive of Vodafone AirTouch, commented: 'We made a friendly approach to Mannesmann last Sunday. That proposal was rejected and we have now received a letter from Dr Esser making it clear he has no interest in a constructive negotiation. As a result we have decided to make an offer directly to Mannesmann's shareholders. This is the only way we can present Mannesmann shareholders with the option of investing in the world's leading, international mobile telecommunications company. I am convinced that a combination of Mannesmann and Vodafone AirTouch will produce enhanced growth prospects and superior value for the shareholders of both companies. I hope that the shareholders of Mannesmann will accept our all share offer which we believe to be in the best interests of the shareholders of both Mannesmann and Vodafone AirTouch.' This summary should be read in conjunction with the full text of the following announcement. All Vodafone AirTouch corporate news releases can be accessed at Vodafone AirTouch's web site: http://www.vodafone-airtouch- plc.com. Analyst and press briefings An analyst conference will be held at The Gibson Hall, 13 Bishopsgate, London EC2 on Friday 19 November 1999 at 9.30 a.m. (London time) to be followed by a press presentation at 11.30 a.m. (London time) at the same location. Enquiries: Vodafone AirTouch Terry Barwick, Director of Corporate Affairs+44 (0)1635 33 251 Tim Brown, Investor Relations Director+44 (0)1635 33 251 Melissa Stimpson, Senior Investor Relations Manager+44 (0)1635 33 251 Goldman Sachs Scott Mead +44 (0)171 774 1000 Simon Dingemans +44 (0)171 774 1000 Warburg Dillon Read Warren Finegold +44 (0)171 567 8000 Mark Lewisohn +44 (0)171 567 8000 Tavistock Communications Lulu Bridges +44 (0)171 600 2288 Part II VODAFONE AIRTOUCH ANNOUNCEMENT OF INTENDED OFFER TO MANNESMANN SHAREHOLDERS 1. The Offer The Board of Vodafone AirTouch announces its intention to make an Offer for the share capital of Mannesmann. The Offer will be final and will comprise: 53.7 Vodafone AirTouch Shares for each Mannesmann Share The Offer values each Mannesmann Share at EUR240 based on the Vodafone AirTouch Closing Price on 18 November 1999 of 285 pence. The Offer values the Mannesmann Share Capital at EUR124 billion (£79 billion). The Offer represents a premium of 54% over the Mannesmann Closing Price of EUR155.5 on 18 October 1999, the last business day prior to speculation regarding a possible transaction between Mannesmann and Orange, and a premium of 67% over the Mannesmann Closing Price of EUR143.5 on 21 October 1999, the day following the announcement of Mannesmann's formal offer for Orange. Following the Offer and assuming full acceptance, Mannesmann and Vodafone AirTouch shareholders will hold approximately 47.2% and 52.8% of the Combined Group respectively. Vodafone AirTouch intends to list the shares of the Combined Group on the Frankfurt Stock Exchange in due course. An application will be made to list the New Vodafone AirTouch Shares on the London Stock Exchange. Documents containing the Offer will be despatched to shareholders as soon as practicable. 2. Background to and Reasons for the Offer Vodafone AirTouch believes that this transaction has compelling logic and is in the best interests of the shareholders of both Mannesmann and Vodafone AirTouch. It has therefore decided to put this Offer directly to the shareholders of Mannesmann to give them the opportunity to decide on the merits of Vodafone AirTouch's proposal. Under the Offer, Mannesmann Shareholders will obtain a significant shareholding in the world's leading international mobile telecommunications operator. Through a share for share exchange, all shareholders will benefit from the value created by the merger of these two successful companies. Strategic and Commercial Rationale Vodafone AirTouch's announcement of 16 November set out the strategic and commercial rationale for Vodafone AirTouch's merger proposal. This merger will create Europe's global telecommunications leader and offer shareholders of both companies the opportunity to participate in the Combined Group's future growth. The rationale for the merger is as follows: *The Combined Group will be the world's leading international mobile telecommunications operator with over 42 million proportionate customers worldwide and with the potential to serve 510 million proportionate POPs. *Together Vodafone AirTouch and Mannesmann will have an unmatched European footprint with: -control of four of Europe's largest non-incumbent mobile operators - D2, Omnitel, Libertel and Vodafone in the UK - 30 million controlled European customers - the largest established pan-European presence. *The merger will create a superior platform for the development of mobile data and internet services, which are poised to become significant drivers of growth. *The global reach of the Combined Group, together with its global brand, will make it the partner of choice for suppliers and other providers as well as the operator of choice for multinational companies and consumers. *Significant synergies are expected to arise from the ability to leverage management best practices and purchasing economies, as well as the creation of a global brand and the introduction of new internet and data related products. Management estimates proportionate after tax cash flow synergies of at least £500 million in 2003 and £600 million in 2004. *Vodafone AirTouch intends to undertake an initial public offering of Mannesmann's engineering and automotive businesses as soon as practicable, in accordance with Mannesmann's announced strategy. These businesses will retain the Mannesmann name. *Vodafone AirTouch intends to demerge Orange to the shareholder base of the Combined Group. *No redundancies will result from the proposed transaction and employees will benefit from participating in the enhanced growth prospects of the Combined Group. *The Offer includes a continuing commitment to Dusseldorf in both the telecom and industrial businesses. 3. Vodafone AirTouch's Telecom Strategy Vodafone AirTouch believes it has a compelling strategy for the creation of long term shareholder value, for the reasons set out below. Focus on Wireless Vodafone AirTouch's strategy has always been to focus on wireless. It believes the growth opportunities are much greater in wireless than in wireline. Nevertheless, Vodafone AirTouch believes that it is necessary to be able to offer integrated services to certain market segments. Vodafone AirTouch achieves this either through third party commercial agreements, such as with Cable & Wireless and Energis in the UK, or through ownership of wireline assets where market and regulatory conditions make this attractive. Vodafone AirTouch believes that Mannesmann's wireline businesses are competing effectively with local incumbent operators. Accordingly, Vodafone AirTouch intends to retain control of Mannesmann's wireline businesses, continuing to operate them separately under their current management. In due course, Vodafone AirTouch intends to undertake initial public offerings of minority interests in Arcor and Infostrada, both to realise value and to motivate management in these businesses. Global Reach Investors in the Combined Group will participate in the growth in mobile communications across the globe and in the opportunity to implement a global brand strategy. In Europe, the combination of Vodafone AirTouch and Mannesmann will have controlling stakes in ten European markets. The proposal benefits both companies by creating the most extensive controlled European wireless footprint. In addition, there are significant benefits of the proposed merger which will be derived from Vodafone AirTouch's non- European platform. For example, through its proposed joint venture with Bell Atlantic, Vodafone AirTouch will be a partner in the largest wireless operator in the key US market. Vodafone AirTouch's position in the US provides significant benefits for its mobile internet strategy, as well as being a further engine for growth. Vodafone AirTouch's Asian presence gives it the opportunity to benefit from growth in this region, as well as providing a window on some of the leading mobile internet applications currently available. Vodafone AirTouch's global reach also facilitates the spread of best practice and technology for the benefit of its customers. Technological Leadership Both Vodafone AirTouch and Mannesmann are developing new technologies to create new revenue opportunities for data and internet services. Vodafone AirTouch has been a leader in the development of new technologies, including the design of the radio link protocol and the inter-working function for GSM data. In the UK, Vodafone AirTouch has developed a wide range of data applications and is one of the leaders in short messaging services. Europolitan, a Vodafone AirTouch-controlled company, is recognised as a world leader in data services for the corporate market. Additionally, Vodafone AirTouch has provided substantial assistance to all of its international associates, including providing the Chief Technical Officers for both D2 and OPI at their inception. 4. Employees and Management There will be no redundancies as a result of the merger. The existing employment rights, including pension rights, of the management and employees of Mannesmann will be fully safeguarded. Mannesmann's current management team will be offered senior positions in the Combined Group. Vodafone AirTouch believes that Mannesmann's operational management and employees will benefit from the Combined Group's enhanced growth prospects. 5. Mannesmann's Industrial Businesses Vodafone AirTouch intends to undertake an initial public offering of Mannesmann's engineering and automotive businesses as soon as practicable in accordance with Mannesmann's recently announced strategy. They will continue to be run by the existing management. The industrial businesses will retain the Mannesmann name. 6. Demerger of Orange On 20 October 1999 Mannesmann announced a recommended offer for Orange. Following the completion of Vodafone AirTouch's Offer for Mannesmann, Vodafone AirTouch intends to demerge Orange to the enlarged shareholder base. Pending the demerger of Orange, Vodafone AirTouch intends to establish an arm's length arrangement to hold Orange. During this period, Orange will be operated by its existing management on arm's length terms. Vodafone AirTouch will play no part in the management of Orange. Following the demerger of Orange, Vodafone AirTouch intends to implement a share consolidation to maintain consistency with its historical financial statements. 7. Credit Rating Vodafone AirTouch is committed to maintaining a single A credit profile. 8. Further Terms of the Offer The Offer will be made in accordance with the German Takeover Code. The Offer will be subject to the conditions and further terms set out below, in Appendix I to this announcement, and those to be set out in the Offer Document. The Mannesmann Shares to be acquired under the Offer will be fully paid and free from all liens, charges and encumbrances, rights of pre-emption and other third party rights and interests and together with all rights attaching thereto, including the right to receive and retain all dividends declared but not paid. The New Vodafone AirTouch Shares to be issued in connection with the Offer will be issued and credited as fully paid and will rank pari passu in all respects with the existing Vodafone AirTouch Shares, including the right to all dividends and other distributions declared, made or paid in respect of Vodafone AirTouch Shares after the date of the issue of the New Vodafone AirTouch Shares. The New Vodafone AirTouch Shares will be issued free from all liens, charges, equitable interests, encumbrances and other interests. Fractions of New Vodafone AirTouch Shares will not be allotted or issued to persons accepting the Offer, but will be aggregated and sold in the market for the benefit of Vodafone AirTouch. 9. Information on Vodafone AirTouch Vodafone AirTouch is a leading global provider of mobile telecommunications services. Vodafone AirTouch has interests in mobile operations in 24 countries across five continents, providing a full range of wireless telecommunications services, including cellular, broadband personal communications (PCS), paging and data communication. Vodafone AirTouch ventures served over 31 million proportionate customers at 30 September 1999. Vodafone AirTouch's operations are divided into three geographical areas: (i) the UK, (ii) Europe, Middle East and Africa; and (iii) the US and Asia Pacific. United Kingdom *Introduced cellular service on the analogue network into the UK on 1 January 1985. *UK market leader since 1986 in terms of number of customers. *Over 6.8 million UK customers as at 30 September 1999. *The UK's first network operator to introduce a GSM network. *One of the world's first operators to introduce international roaming, with agreements covering over 100 countries. *Successful implementation of Pay-as-You-Talk pre-pay service, which represented 46% of Vodafone AirTouch's UK customer base at 30 September 1999. Europe, Middle East and Africa *Vodafone AirTouch's operations cover the vast majority of the European continent, covering areas of future growth such as Eastern Europe, Africa and the Middle East. *In Europe, Vodafone AirTouch has interests in operations in Germany, France, Italy, Spain, Portugal, Sweden, Belgium, Greece, the Netherlands, Romania, Poland and Malta. In addition, Vodafone AirTouch is currently preparing the launch of its mobile service in Hungary. *Over 12 million proportionate customers as at 30 September 1999. *Vodafone AirTouch has controlling stakes in key wireless operators: Panafon in Greece (55.0%); Telecel in Portugal (50.9%); Europolitan in Sweden (71.1%); and Libertel in the Netherlands (70.0%). *Vodafone AirTouch has strategic stakes in Airtel in Spain (21.7%) and Proximus in Belgium (25.0%), as well as longstanding relationships with Mannesmann in D2 in Germany (34.8%), Omnitel in Italy (21.6%) and SFR in France (20%). *Vodafone AirTouch is developing its operations in the rapidly growing Eastern European markets, having already established a presence in Poland, Romania and Hungary. *In the Middle East and Africa, Vodafone AirTouch operates a network in Egypt, and has interests in South African and Ugandan operators. US and Asia Pacific United States *In September 1999, Vodafone AirTouch announced the intention to form a joint venture with Bell Atlantic's wireless operations thereby creating a US national wireless operator with approximately 23 million proportionate customers (including 3.5 million paging customers). Upon consummation of this transaction, Vodafone AirTouch will hold a 45% interest in the joint venture. *With more than 90% coverage of the US population and approximately 20 million wireless customers, the joint venture will be the largest wireless operator in the US. *The joint venture will cover 49 of the top 50 markets in the country. Asia Pacific *Vodafone AirTouch operates networks in Australia and New Zealand and has interests in operations in Fiji, India, Japan and South Korea. *Over 3 million proportionate customers as at 30 September 1999. *Vodafone AirTouch is considering an initial public offering of its Australasian business during the first half of 2000. It intends to maintain a controlling shareholding after any such offering. For the year ended 31 March 1999, on an unaudited pro forma basis giving effect to the merger of Vodafone Group Plc and AirTouch, Vodafone AirTouch reported consolidated revenues of £7.0 billion and consolidated profit before goodwill amortisation, investment disposals and tax of £1.8 billion. For the six months ended 30 September 1999, Vodafone AirTouch reported, on an unaudited pro forma basis, consolidated revenues of £4.2 billion and consolidated profit before goodwill amortisation, investment disposals and tax of £1.2 billion. At 30 September 1999 Vodafone AirTouch had unaudited consolidated net assets of £41.0 billion. Vodafone AirTouch had approximately 31,000 employees worldwide at 30 September 1999. 10. Information on Mannesmann Mannesmann is an international, German-domiciled group mainly active in telecommunications, engineering and automotive. Mannesmann Telecommunications - with D2 Mannesmann and Mannesmann Arcor in Germany, Omnitel and Infostrada in Italy, Cegetel in France and tele.ring in Austria, Mannesmann is one of Europe's largest telecommunications providers. *D2 Mannesmann (65.2% owned) - is the largest player in mobile communications in Germany with more than 8 million D2 Mannesmann network subscribers. In 1998, readers of the trade magazine Connect elected the D2 Mannesmann network 'Network of the Year' for the third time. *Mannesmann Arcor (70.0% owned) - provides fixed network and fixed network services in Germany. Arcor's network is also linked to that of the French telecommunications company Cegetel and the Austrian network telephone company tele.ring. With o.tel.o, 100% owned by Arcor, Arcor follows a two-brand strategy in the German fixed-line market. Together with germany.net, 100% owned by Arcor, Arcor offers internet access and online services. *Omnitel (55.2% owned) - is the second-largest Italian mobile operator with more than 9 million subscribers. Infostrada provides fixed network services in Italy. With Italia Online, the 100% owned Internet Service Provider, Infostrada offers internet access and also offers online services in Italy. *Mannesmann Eurokom - is the strategic telecommunications holding company which manages Mannesmann's international assets and extends Mannesmann's reach through acquisitions and applications for new licences. International assets include a 15% stake in the French telecommunications operator Cegetel, which also provides mobile services through SFR, and tele.ring, the Austrian telecommunications provider (53.8% owned) which is currently preparing the launch of its mobile service. *Other interests include Ipulsys, which develops Internet Protocol-based international voice and data services throughout Europe by using its partners' existing network capacities, and Mannesmann Passo, which provides a traffic information service under the brand name Passo that can be accessed via mobile telephone. Mannesmann Engineering - is a leading global supplier in the fields of hydraulics, materials handling and plastics technology with three main divisions: Mannesmann Rexroth (drives and controls), Mannesmann Dematic (material flow and logistics) and Mannesmann Demag Krauss-Maffei (plastics machinery, compressors, process and laser technology). Mannesmann Automotive - is a systems developer and partner to the global automotive industry, with two main divisions: Mannesmann VDO (information systems, cockpit systems and audio and navigations systems) and Mannesmann Sachs (components and systems primarily for chassis and powertrain). Mannesmann Tubes - is one of the world's largest producers of steel tubes. On 23 September 1999, Mannesmann announced that it intends to create two separate corporations with their own identities for Mannesmann Engineering and Automotive on the one hand and Mannesmann Telecommunications (including Mannesmann Tubes) on the other. The separate flotation of Engineering and Automotive is scheduled to take place by 2001. For the year ended 31 December 1998, Mannesmann reported audited consolidated EBITDA of EUR3,125 million and consolidated profit on ordinary activities before taxation of EUR1,385 million on turnover of EUR19,065 million (EUR4,643 million in telecom) and had net assets as at that date of EUR6,360 million. For the nine months ended 30 September 1999, Mannesmann reported, on an unaudited basis, a turnover of EUR16,138 million (EUR5,761 million in telecom, consolidating for the first time Omnitel and Infostrada). 11. Information on Orange Orange provides a range of communication services, its core activity being the operation of the Orange digital wireless network in the UK and the sale and marketing of Orange products and services both in the UK and internationally. For the year ended 31 December 1998, Orange reported EBITDA of £146.0 million (on the basis normally reported by Orange, after subscriber acquisition costs and adjusted for restatement of the results by Orange to reflect new reporting standards) and a consolidated loss on ordinary activities before taxation of £105.7 million (restated to reflect new reporting standards) on turnover of £1,212.7 million and had negative net assets as at that date of £357.9 million. For the six months ended 30 June 1999, Orange reported, on an unaudited basis, EBITDA of £103.2 million (after subscriber acquisition costs) and a consolidated loss on ordinary activities before taxation of £17.1 million on turnover of £812.9 million; Orange had negative net assets as at that date of £377.0 million. 12. General Shareholder approval In view of the size of Mannesmann and in order to implement the Offer it will be necessary for Vodafone AirTouch Shareholders to approve the Offer and to authorise an increase in the share capital of Vodafone AirTouch and the allotment of the New Vodafone AirTouch Shares. Accordingly, the necessary resolutions will be put to an extraordinary general meeting of Vodafone AirTouch. Further details of this meeting will be sent to Vodafone AirTouch Shareholders in due course. Offer Document Vodafone AirTouch will post the formal Offer Document to Mannesmann Shareholders as soon as practicable. Mannesmann Convertible Bonds 1999 Appropriate proposals will be made to holders of the Mannesmann Convertible Bonds issued on 13 October 1999. Advisers Vodafone AirTouch is being advised by Goldman Sachs and Warburg Dillon Read. The Offer has not yet commenced. 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 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 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 or Warburg Dillon Read or for giving advice in relation to the Offer. Any offer in the United States will only be 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 when and if it is declared effective by the U.S. Securities and Exchange Commission because it will contain important information relating to the Offer. You will be able to inspect and copy any 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, Vodafone AirTouch will make the effective registration statement available for free to Mannesmann Shareholders in the United States. 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 steps that Mannesmann's management may take to frustrate Vodafone AirTouch's efforts to obtain managerial control of Mannesmann, increase the costs or reduce the benefits of the transaction, 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). For additional information regarding risks, see the Annual Report on Form 20-F and Reports on Form 6-K of Vodafone AirTouch on file with the U.S. Securities and Exchange Commission. Copies of these filings are available on request from Vodafone AirTouch Investor Relations, Tim Brown (tel: +44 (0)1635 33251). Appendix I Conditions to the Offer The principal conditions to the Offer are expected to include: 1.Valid acceptances being received or Vodafone AirTouch having acquired more than 50% of the Mannesmann Shares; 2.The passing of all resolutions necessary to effect the Offer and the merger at an extraordinary general meeting of Vodafone AirTouch Shareholders; 3.The London Stock Exchange agreeing to admit to the Official List the New Vodafone AirTouch Shares to be issued pursuant to the Offer; 4.The European Commission: (i) not imposing any conditions or obligations that are on terms not reasonably satisfactory to Vodafone AirTouch under Article 6(1)(c) of Council Regulation (EEC) 4064/89 as amended (the 'Regulation'); or (ii) having referred the whole or part of the Offer to the competent authorities of one or more member states under Article 9(3) of the Regulation, such authority granting a clearance without imposing any conditions or obligations that are not on terms satisfactory to Vodafone AirTouch; or (iii) not initiating proceedings under Article 6(1)(c) of the Regulation in respect of the Offer; 5.Expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended; and 6.The entitlement of relevant members of the Vodafone AirTouch and Orange Groups to pre-qualify for, and, if successful, be granted a licence, on terms reasonably satisfactory to Vodafone AirTouch in the auction of third generation spectrum to be conducted pursuant to the Wireless Telegraphy (Third Generation Licences) Regulations 1999. Appendix II Vodafone AirTouch's and Mannesmann's Combined Global Presence Proportionate Controlled Country Operator % Ownership Rank Customers Customers ('000) ('000) UK Vodafone 100.0 1 6,865 6,865 Germany D2 100.0 1 8,195 8,195 Italy Omnitel 76.8 2 6,857 8,929 France SFR 32.0 2 1,854 0 Netherlands Libertel 70.0 2 1,355 1,935 Spain Airtel 21.7 2 863 0 Greece Panafon 55.0 1 818 1,488 Portugal Telecel 50.9 2 812 1,595 Sweden Europolita 71.1 3 561 789 n Belgium Proximus 25.0 1 451 0 Poland Polkomtel 19.3 2 264 0 Romania Mobifon 10.0 1 53 0 Malta Vodafone 80.0 - 24 30 Malta Austria tele.ring 53.8 - 0 0 Hungary Vodafone 50.1 - 0 0 Hungary ------- ------- Total Europe 28,972 29,826 Middle Various 916 244 East/Africa US 45.0 9,0001 0 Asia Pacific Various 3,422 1,482 ------- ------- Total 42,310 31,552 ======= ======= Source: Vodafone AirTouch and public information, 30 September 1999 1 Adjusted to reflect the formation of the US wireless joint venture with Bell Atlantic Appendix III Combined Group Telecommunications Proportionate EBITDA and Net Debt Combined Group Telecommunications Proportionate EBITDA Full Year Half Year £ million EUR million £ million EUR million Pro forma Vodafone AirTouch (a) 3,046 4,346 1,858 2,831 Mannesmann 916 1,298 652 971 ----- ----- ----- ----- Combined Group 3,962 5,644 2,510 3,802 ----- ----- ----- ----- (a) After exceptional items Notes 1.Vodafone AirTouch has a financial year ending 31 March. Mannesmann has a financial year ending 31 December. The combined telecommunications proportionate EBITDA for the full year and half year, therefore, combines the pro forma proportionate EBITDA of Vodafone AirTouch for the year ended 31 March 1999 and six months ended 30 September 1999, respectively, and the proportionate EBITDA of Mannesmann's telecommunications business for the year ended 31 December 1998 and six months ended 30 June 1999, respectively. 2.The pro forma proportionate EBITDA of Vodafone AirTouch for the year ended 31 March 1999 and six months ended 30 September 1999 has been extracted from the unaudited interim report of Vodafone AirTouch for the six months ended 30 September 1999 (published on 16 November 1999) and includes the impact of the merger of Vodafone Group Plc and AirTouch as if that merger had become effective on 1 April 1998 and 1 April 1999 respectively. 3.The proportionate EBITDA of Mannesmann's telecommunications business for the year ended 31 December 1998 and six months ended 30 June 1999 has been extracted from the annual financial statements for the year ended 31 December 1998 and unaudited interim report for the six months to 30 June 1999, respectively. 4.Mannesmann reports its financial results under German GAAP. No adjustments have been made to restate Mannesmann's accounting policies to UK GAAP as applied by Vodafone AirTouch. 5.The combined proportionate EBITDA excludes: -Orange, since the structure of Vodafone AirTouch's offer for Mannesmann is such that Vodafone AirTouch will not gain operational control of Orange; -the impact of the joint venture to be entered into between Vodafone AirTouch and Bell Atlantic Corp in respect of their US mobile and paging assets, announced in September 1999; and -the impact of the acquisition by Mannesmann in June 1999 of controlling interests in OPI and Infostrada, which were previously held as equity investments. 6.The pro forma proportionate EBITDA of Vodafone AirTouch has been translated at an exchange rate of EUR1.4269 to £1.00 for the year ended 31 March 1999 and EUR1.5237 for the six months ended 30 September 1999, the average exchange rate for each period. 7.The proportionate EBITDA of Mannesmann's telecommunications business has been translated at an exchange rate of EUR1.4169 to £1.00 for the year ended 31 December 1998 and EUR1.4888 to £1.00 for the six months ended 30 June 1999, the average exchange rate for each period. Combined Group Net Debt £ billion EUR billion Vodafone AirTouch 6.7 10.5 Mannesmann Existing group 7.0 10.9 From Orange acquisition 7.8 12.2 ------- ------- Combined Group 21.5 33.6 ======= ======= Notes 1.The Combined Group net debt combines the consolidated net debt of Vodafone AirTouch at 30 September 1999, the consolidated net debt of Mannesmann at 30 June 1999 and the maximum cash consideration payable by Mannesmann on acquiring Orange. 2.The consolidated net debt of Vodafone AirTouch at 30 September 1999, being £6.7 billion, has been extracted from the unaudited interim report of Vodafone AirTouch for the six months ended 30 September 1999, published on 16 November 1999. 3.The consolidated net debt of Mannesmann of EUR10.9 billion at 30 June 1999 has been extracted from the unaudited interim report of Mannesmann for the six months ended 30 June 1999. In addition, the maximum cash element of the consideration being offered for the acquisition of Orange, of £7.8 billion, has been derived from the offer document from Mannesmann to Orange shareholders, dated 1 November 1999. 4.The Combined Group net debt excludes: -consolidated net debt of £1.9 billion relating to Orange, as the structure of Vodafone AirTouch's offer for Mannesmann is such that Vodafone AirTouch will not gain operational control or consolidate Orange. The net debt of Orange has been extracted from the unaudited interim report of Orange for the six months ended 30 June 1999; and -all other changes in the net debt of Vodafone AirTouch and Mannesmann since the respective dates stated above. Appendix IV Sources and Bases of Information 1.The market value of a Vodafone AirTouch Share is based on the Closing Price of 285 pence on 18 November 1999, the last dealing day prior to the date of this announcement. 2.The value of the Mannesmann Share Capital is based upon 517.8 million Mannesmann Shares. 3.The premia over the Mannesmann share prices on 18 October 1999 and 21 October 1999 are calculated using the value of the Offer per Mannesmann Share and the Closing Price of a Mannesmann Share on the relevant dates. 4.The proportions of the Combined Group owned by the shareholders of Mannesmann and Vodafone AirTouch respectively are calculated on the basis of Mannesmann Share Capital of 517.8 million and 31.1 billion Vodafone AirTouch Shares in issue at 18 November 1999. 5.Vodafone AirTouch's non-proportionate financial information is prepared in accordance with UK GAAP and Mannesmann's non-proportionate financial information is prepared in accordance with German GAAP. 6.Unless otherwise stated, financial information regarding Mannesmann, Vodafone AirTouch and Orange has been extracted without material adjustment from the published annual report and accounts or interim results of Mannesmann and Vodafone AirTouch respectively, the Mannesmann results for the nine months to 30 September 1999 and the offer document issued by Mannesmann to Orange shareholders dated 1 November 1999. 7.All currency conversions between pounds sterling and euros have been made at a rate of EUR1.5671 to £1.00, the London closing rate on 18 November 1999 (unless expressly stated otherwise). 8.All currency conversions between pounds sterling and United States dollars have been made at a rate of US$1.6153 to £1.00, the New York closing rate on 18 November 1999 (unless expressly stated otherwise). Appendix V Definitions The following definitions apply throughout this announcement unless the context requires otherwise: 'AirTouch' AirTouch Communications, Inc. 'Closing Price' i) in respect of Vodafone AirTouch Shares, the equivalent price for a Vodafone AirTouch Share implied by the closing price on the New York Stock Exchange for Vodafone AirTouch American Depository Receipts on 18 November 1999; and ii) in respect of Mannesmann Shares, the price of the last trade as published by Bloomberg on the relevant date 'Combined Group' Vodafone AirTouch as enlarged as a result of the merger with Mannesmann 'EBITDA' Earnings before interest, taxation, depreciation and amortisation 'German GAAP' Generally accepted accounting principles in the Federal Republic of Germany 'German Takeover Code' The German Code of the Exchange Expert Commission at the Federal Ministry of Finance 'Goldman Sachs' Goldman Sachs International 'London Stock Exchange' London Stock Exchange Limited 'Mannesmann' Mannesmann Aktiengesellschaft and its subsidiary and associated undertakings and, where the context permits, each of them 'Mannesmann Share Capital' Entire issued share capital of Mannesmann at 29 October 1999, as enlarged by the Orange offer (assuming full acceptance of such offer) and, assuming full conversion of all outstanding convertible bonds, of Mannesmann pursuant to the Offer 'Mannesmann Shareholders' Holders of Mannesmann Shares 'Mannesmann Shares' The existing ordinary shares with no par value of Mannesmann and any further such shares 'New Vodafone AirTouch Shares' The new Vodafone AirTouch Shares to be issued pursuant to the Offer 'Offer' The offer of New Vodafone AirTouch Shares to acquire Mannesmann Shares not already owned by Vodafone AirTouch at the time the Offer is made on the terms and subject to the conditions set out in the Offer Document and, where the context permits, any subsequent revision, variation, extension or renewal thereof 'Offer Document' The document containing the Offer to be made available to Mannesmann Shareholders, including a form of acceptance 'Orange' Orange plc and its subsidiary and associated undertakings and, where the context permits, each of them 'Orange offer' The offer by Mannesmann for Orange as announced on 20 October 1999 'Proportionate EBITDA' Proportionate EBITDA is a pro-rata consolidation which reflects either Vodafone AirTouch's or Mannesmann's, as the case may be, share of EBITDA in both its consolidated and unconsolidated entities. Proportionate EBITDA is not a recognised presentation under either UK or German GAAP 'Vodafone AirTouch' Vodafone AirTouch Plc and its subsidiary and associated undertakings and, where the context permits, each of them 'Vodafone AirTouch Shareholders' Holders of Vodafone AirTouch Shares 'Vodafone AirTouch Shares' Vodafone AirTouch ordinary shares of US$0.10 each 'Warburg Dillon Read' Warburg Dillon Read, the investment banking division of UBS AG 'UK GAAP' Generally accepted accounting principles in the United Kingdom For the purposes of the above definitions, 'subsidiary' and 'associated undertaking' have the meanings given by the United Kingdom Companies Act 1985 (but for these purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act 1985) and given by Sections 15 et seq. German Stock Corporation Act, and 'substantial interest' means a direct or indirect interest in 20% or more of the equity share capital of an undertaking.
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