Offer for Libertel

Vodafone Group Plc 04 March 2003 4 March 2003 For Immediate Release - Not for release or distribution in the United States of America, Canada or Japan VODAFONE'S PUBLIC OFFER FOR LIBERTEL Vodafone Group Plc ('Vodafone') announces that the Offer Document (the 'Offer Document') detailing the public offer for the outstanding shares which it does not already own (the 'Shares') in Vodafone Libertel N.V. ('Libertel') (the ' Offer') has today been made public and is available at the addresses listed below. The key terms of the Offer are: - The Offer price is EUR 11.00 in cash for each Share. Vodafone will not increase the Offer price. - As is customary in public offers in The Netherlands, the Offer is conditional upon Vodafone's shareholding reaching or exceeding 95% of the total issued share capital of Libertel, although this condition can be waived at Vodafone's sole discretion. There are no other conditions to the Offer. - The acceptance period is from 5 March 2003 until 15.00 (C.E.T.) on 27 March 2003. Vodafone reserves the right to extend the acceptance period. - Vodafone will make an announcement as to whether or not the Offer will be declared unconditional by no later than the fifth business day following the end of the acceptance period. - Settlement in respect of the Shares validly tendered in the Offer will take place within five business days of the day on which the Offer is declared unconditional. The Offer price represents a premium of 35.6% over the volume-weighted average Libertel share price over the twelve months prior to the announcement on 13 January 2003 that Vodafone was in discussions with Libertel regarding a possible public offer. Since the announcement of the Offer on 12 February 2003, Vodafone has increased its shareholding in Libertel from approximately 77.6% of the total issued share capital of Libertel to approximately 83.8% through market purchases. Vodafone intends to continue to make market purchases of Shares as and when they become available at up to a maximum price of EUR 11.00 per Share. If the Offer results in Vodafone's shareholding reaching or exceeding 95% of the total issued share capital of Libertel, excluding any shares that Libertel owns, Vodafone intends to exercise its rights under Dutch law to initiate a squeeze-out procedure in order to acquire 100% of the shares in Libertel. Vodafone also intends to apply to delist shares in Libertel from the Euronext Amsterdam Stock Exchange when possible. To accept the Offer, Libertel shareholders must tender their Shares no later than 15.00 (C.E.T.) on 27 March 2003, unless the acceptance period is extended, through their bank or stockbroker where their Shares are administered, to Rabo Securities N.V., Amstelplein 1, 1096 HA Amsterdam, The Netherlands. The Offer Document, dated 4 March 2003, which outlines all the terms of and the condition to the Offer, is available in both the Dutch and English language. The English version of the Offer Document shall in all respects prevail over the Dutch version. The Offer Document is available free of charge at Rabo Securities N.V., Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands (tel. +31-20-460-4747, fax. +31-20-460-4962 or e-mail: corporateadvisory.info@rabobank.com) and at the head office of Libertel at Avenue Ceramique 300, 6221 KX Maastricht, The Netherlands (tel. +31-43-355-7338, fax. +31-43-355-5022). Goldman Sachs International is acting for Vodafone Group Plc and no one else in connection with the Offer and will not be responsible to anyone other than Vodafone Group Plc for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer. For further information contact: Vodafone Group Plc 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 Goldman Sachs International Simon Dingemans Tel: +44 (0) 20 7774 1000 Tavistock Communications Lulu Bridges/John West Tel: +44 (0) 20 7600 2288 Notes for editors: - Libertel's current, approximate shareholder structure is as follows: Vodafone's Minority Treasury Total Vodafone Minority Shares Shares Shares Shares Holding Treasury Interest (m) (m) (m)* (m) Shares* 262.0 46.5 4.0 312.5 83.8% 1.3% 14.9% * Treasury shares owned by Libertel (source: Vodafone Libertel N.V.). The Offer is not being made, directly or indirectly, in or into the United States of America, Canada or Japan, and copies of this document and any future related materials are not being and may not be mailed or otherwise distributed or sent in or into the United States of America, Canada or Japan. The Offer is furthermore not being directed to persons whose participation in the offering requires that further Offer documents are issued or that registration or other measures are taken, other than those required under Dutch law. No document relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a country. This announcement has been issued by Vodafone Group Plc and is the sole responsibility of Vodafone Group Plc and has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Goldman Sachs International. - ENDS - This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings