US Dollar Bond Tender Offer

Vodafone Group Plc 01 April 2003 1 April 2003 VODAFONE LAUNCHES US DOLLAR BOND TENDER OFFER Vodafone Group Plc ('Vodafone') today announces a cash tender offer to purchase any and all of the bonds listed below (the 'Bonds') issued by its wholly owned subsidiary Vodafone Americas Inc. (previously AirTouch Communications, Inc.) and guaranteed by Vodafone (the 'Tender Offer'). Vodafone is seeking to gain efficiencies by reducing the number of issuers in the Vodafone Group with U.S. dollar denominated debt securities outstanding. Vodafone intends to purchase any tendered Bonds out of existing cash resources. The Tender Offer will expire at 5.00 p.m. New York City time, on 11 April 2003 unless extended by Vodafone in its sole discretion, or terminated earlier. Lehman Brothers is acting as Dealer Manager in the Tender Offer. Under the terms of the Tender Offer, the total payment for each Bond will be determined by reference to the applicable fixed spread over the yield to maturity of the applicable United States Treasury reference security as listed in the table below at the time of acceptance of the Tender Offer plus accrued and unpaid interest to, but excluding, the payment date. Description CUSIP No. US Treasury Reference Bloomberg Fixed Security Screen Spread (in basis points) U.S.$200,000,000 6.35% 00949TAE0 6.75% Notes due 15 May 2005 PX5 +55 Notes due 2005 U.S.$400,000,000 7.50% 00949TAA8 7.00% Notes due 15 July 2006 PX5 +58 Notes due 2006 U.S.$500,000,000 6.65% 00949TAD2 5.625% Notes 15 May 2008 PX6 +65 Notes 2008 Holders wishing to sell Bonds pursuant to the Tender Offer should contact their salesperson at Lehman Brothers at the telephone numbers set forth below between 9.00 a.m. and 5.00 p.m. New York City time on any New York Stock Exchange trading day on or before the date on which the Tender Offer expires. A holder that does not have an account with Lehman Brothers must tender through the holder's financial institution. Payment for tendered Bonds will be made in same day funds on the third New York Stock Exchange trading day following the date on which the holder thereof accepts the offer with respect to such Bonds. For further information: Vodafone Group Tim Brown, Group Corporate Affairs Director Melissa Stimpson, Director of Group Investor Relations Bobby Leach, Head of Group Financial Media Relations Darren Jones, Senior Investor Relations Manager Tel: +44 (0) 1635 673310 Tavistock Communications Lulu Bridges / John West Tel: +44 (0) 20 7600 2288 Lehman Brothers Inc. Rad Antonov / Emily Shanks Liability Management Group Tel: + 1 212 528 7581 0r: + 1 800 438 3242 D.F. King & Co, Inc. Tel: + 1 212 269 5550 Or: + 1 800-848-3416 This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer is made upon the terms and subject to the conditions set forth in Vodafone's Offer to Purchase dated 1 April 2003. Persons with questions regarding the offer should contact Lehman Brothers attention: Rad Antonov or Emily Shanks, Liability Management Group at + 1 212 528 7581 or toll free at + 1 800 438 3242. Requests for copies of the Offer to Purchase should be directed to the Information Agent, D.F. King & Co, Inc. at + 1 212 269 5550 or toll free at + 1 800 848 3416. This announcement has been issued by Vodafone and is the sole responsibility of Vodafone and has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Lehman Brothers International (Europe) of One Broadgate, London EC2M 7HA. Lehman Brothers is acting for Vodafone and no one else in connection with the Tender Offer and will not be responsible to any other person for providing the protections afforded to clients of Lehman Brothers, or for providing advice in relation to the Tender Offer. -ends - This information is provided by RNS The company news service from the London Stock Exchange
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