Vodafone Group Plc announces Tender Offers

Vodafone Group Plc announces 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 (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

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.

21 May 2019 

 

Vodafone Group Plc (the Company) announces today invitations to holders of (a) its outstanding €1,750,000,000 1.000 per cent. Notes due 11 September 2020 (the September 2020 Notes), (b) its outstanding €750,000,000 0.875 per cent. Notes due 17 November 2020 (the November 2020 Notes) and (c) its outstanding €1,250,000,000 1.250 per cent. Notes due 25 August 2021 (the 2021 Notes, and together with the September 2020 Notes and the November 2020 Notes, the Notes, and each a Series) 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 (as defined below) (each an Offer, and together, the Offers). The Offers are being 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 in respect of the Offers, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

 

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

 

Summary of the Offers

 

Description of the Notes	Common code / ISIN	Outstanding nominal amount2	Purchase Yield3	Maximum Aggregate Purchase Price4
€1,750,000,000 1.000 per cent. Notes due 11 September 20201	110980230 / XS1109802303	€1,622,100,000	-0.25 per cent.	€1,500,000,000
€750,000,000 0.875 per cent. Notes due 17 November 2020	132302847 / XS1323028479	€697,587,000	-0.20 per cent.
€1,250,000,000 1.250 per cent. Notes due 25 August 2021	137283824 / XS1372838240	€1,250,000,000	-0.15 per cent.

 

1.	The terms and conditions of the September 2020 Notes provide for an optional issuer call at €1,000 per €1,000 in nominal amount of the September 2020 Notes on any date from (and including) 11 June 2020.
2.	As at the date of the Tender Offer Memorandum, the subsidiaries of the Company held €127,900,000 of the September 2020 Notes and €52,413,000 of the November 2020 Notes. The Company currently intends to cancel Notes held by its subsidiaries on or around the Settlement Date.
3.	For information purposes only, the Purchase Prices in respect of each Series will, when determined in the manner described herein on the basis of a Settlement Date of 31 May 2019, be €1,012.92 per €1,000 in nominal amount of the September 2020 Notes, €1,015.80 per €1,000 in nominal amount of the November 2020 Notes and €1,031.38 per €1,000 in nominal amount of the 2021 Notes. Should the Settlement Date in respect of any September 2020 Notes, November 2020 Notes or 2021 Notes accepted for purchase pursuant to the relevant Offer(s) differ from 31 May 2019, the relevant Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum. For the avoidance of doubt and in accordance with market convention, the Purchase Price in respect of the September 2020 Notes will be calculated with reference to the first date on which the Company may exercise the optional issuer call, being 11 June 2020, and assuming the full payment of principal on such date.
4.	The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Aggregate Purchase Price. The Maximum Aggregate Purchase Price does not include Accrued Interest.

 

Rationale for the Offers

 

The purpose of the Offers and the proposed issue of the New Notes is to extend the Company's debt maturity profile in an efficient manner. The Offers are also being made as part of the Company's liability management and to provide liquidity to those holders whose Notes are accepted in the Offers.

 

Details of the Offers

 

In respect of each Series, the Company will pay for each €1,000 in nominal amount of the Notes of the relevant Series accepted by it for purchase pursuant to the relevant Offer a price (rounded to the nearest €0.01, with €0.005 rounded upwards) (in respect of each Series, the Purchase Price) which will be determined in the manner described in the Tender Offer Memorandum by reference to the relevant Purchase Yield as set out in the table above. For the avoidance of doubt and in accordance with market convention, the Purchase Price in respect of the September 2020 Notes will be calculated with reference to the first date on which the Company may exercise the optional issuer call, being 11 June 2020, and assuming the full payment of principal on such date. The Purchase Price for the November 2020 Notes and the 2021 Notes, respectively, will be calculated with reference to the maturity date of the relevant Series.

 

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.

 

Maximum Aggregate Purchase Price

 

If the Company decides, in its sole and absolute discretion, to accept valid tenders of Notes pursuant to the Offers, it will accept for purchase up to an aggregate nominal amount of Notes such that the aggregate Purchase Price (excluding Accrued Interest) payable by the Company for all Notes accepted for purchase pursuant to the Offers is equal to the Maximum Aggregate Purchase Price.

 

The Company will determine the allocation of the Maximum Aggregate Purchase Price between the September 2020 Notes, the November 2020 Notes and the 2021 Notes in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series of Notes (the final aggregate nominal amount of each Series (if any) accepted for purchase pursuant to the relevant Offer being a Series Acceptance Amount). For the avoidance of doubt, the Company reserves the right to accept, in its sole and absolute discretion, only the September 2020 Notes or only the November 2020 Notes or only the 2021 Notes or any combination thereof.

 

In addition, the Company reserves the right to increase or decrease, in its sole and absolute discretion, the Maximum Aggregate Purchase Price at any time, including after the Expiration Deadline.

 

New Financing Condition

 

The Company announced on 21 May 2019 its intention to issue new euro-denominated fixed rate notes (the New Notes). Whether the Company will accept for purchase any Notes validly tendered in the Offers and complete the Offers is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition).

 

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus dated 31 August 2018 (as supplemented by supplementary prospectuses dated 22 November 2018 and 16 May 2019) in connection with the Company's €30,000,000,000 Euro Medium Term Note Programme (together the Prospectus) and the Final Terms in respect of the New Notes pursuant to which the New Notes are intended to be issued, and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Prospectus is available from the Dealer Managers, in their capacity as joint lead managers of the issue of the New Notes, on request.

 

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

 

Compliance information for the New Notes: MiFID II professionals/ECPs-only/No PRIIPs KID - eligible counterparties and professional clients only (all distribution channels). No sales to EEA retail investors; no key information document has been or will be prepared. See the Prospectus for further information.

 

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

 

Pro-ration

 

If the Company decides to accept any validly tendered Notes of a Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of Notes of such Series validly tendered for purchase pursuant to the relevant Offer is greater than the relevant Series Acceptance Amount, the Company intends to accept such Notes for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than such Series Acceptance Amount, as more fully described in the Tender Offer Memorandum.

 

General

 

Each Offer begins on 21 May 2019 and will expire at 4.00 p.m. (London time) on 29 May 2019 (the Expiration Deadline), unless extended, re-opened, amended or terminated, as provided in the Tender Offer Memorandum.

 

In order to participate in, and be eligible to receive the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. The deadlines set by any intermediary or clearing system will be earlier than the deadlines specified above.

 

A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

 

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of the relevant Series of no less than €100,000, being the minimum denomination of each Series, and may, in each case, be submitted in integral multiples of €1,000 thereafter.

 

Indicative Timetable for the Offers

 

Events	Times and Dates (all times are London time)
Launch Date Offers announced and Tender Offer Memorandum available from the Tender Agent. Commencement of the tender offer period.	21 May 2019
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.	4.00 p.m. on 29 May 2019
Announcement of Results and each Purchase Price Announcement by the Company of whether it accepts (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) for purchase Notes validly tendered in the Offers and, if so, of the Maximum Aggregate Purchase Price, each Series Acceptance Amount, each Purchase Price, any Pro-ration Factors that will be applied to valid tenders of each Series and the aggregate nominal amount of each Series that will remain outstanding after the Settlement Date.	As soon as reasonably practicable on 30 May 2019
Settlement Date Subject to satisfaction or waiver of the New Financing Condition on or prior to such date, payment of the relevant Purchase Price and the relevant Accrued Interest Payments in respect of the Notes accepted for purchase	31 May 2019

 

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate an Offer.

 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

 

Announcements in connection with the Offers will be made by the Company by (i) publication through RNS and (ii) delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can be obtained upon request from the Tender Agent. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers, the contact details for which are set out below.

 

Further Information

 

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

 

Requests for information in relation to the Offers should be directed to:

 

THE DEALER MANAGERS

 

ING BANK N.V. Foppingadreef 7 1102 BD Amsterdam The Netherlands   Telephone: +44 20 7767 6784 / +31 20 5632132 Email: [email protected] Attention: Liability Management Team	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom   Telephone: +44 20 7996 5420 Email: [email protected] Attention: Liability Management Group
NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom   Telephone: +44 20 7678 5282 Email: [email protected] Attention: Liability Management	Société Générale Tours Société Générale 17, Cours Valmy 92987 Paris La Défense Cedex France   Email: [email protected] Attention: Liability Management - DCM

 

 

 

Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offers should be directed to:

 

THE TENDER AGENT

 

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

 

Telephone: +44 20 7704 0880

Email: [email protected]

Attention: Paul Kamminga

 

This announcement is made by Vodafone Group Plc 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 Offers 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. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. Any Noteholder who is in any doubt as to the action it should take, is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes in the Offers. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes in the Offers.

 

OFFER AND DISTRIBUTION RESTRICTIONS

 

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 come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or such affiliate (as the case may be) in such jurisdiction.

 

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be €100,000.

 

United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

 

This announcement and the Tender Offer Memorandum are not an offer of securities for sale in the United States or to U.S. Persons (as defined in Regulation S of the Securities Act (each a U.S. Person)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

 

Each holder of Notes participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

 

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or within Article 43 of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

 

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

 

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

 

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.