a7491t
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
June 25, 2024
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 25
June 2024 entitled ‘USD NOTES TENDER OFFERS
LAUNCHED’.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
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 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES ANY AND ALL CASH
TENDER OFFER AND MAXIMUM TENDER OFFERS FOR U.S. DOLLAR NOTES DUE
2025, 2037 AND 2043
(Newbury, Berkshire - England) - June 25, 2024 - Vodafone
Group Plc ("Vodafone" or the "Company") announces the launch of its
offers to purchase for cash in three concurrent, but separate
offers, (i) any and all of its outstanding 4.125% Notes due May
2025 (the "Any and All Notes"), of which $1,500,000,000 is
outstanding; (ii) up to $440,000,000 aggregate principal amount of
its 6.150% Notes due February 2037 (the "2037 Notes"); and (iii) up
to $730,000,000 aggregate principal amount of its 4.375% Notes due
February 2043 (the "2043 Notes", and together with the 2037 Notes,
the "Maximum Tender Offer Notes", and together with the Any and All
Notes, the "Notes") upon the terms of, and subject to the
conditions in, the offer to purchase dated June
25, 2024 (the "Offer to Purchase") and, in the case of the Any and
All Notes only, the accompanying notice of guaranteed delivery (the
"Notice of Guaranteed Delivery," together with the Offer to
Purchase, the "Tender Offer Documents"), including the New
Financing Condition (as defined below).
Each offer to purchase each series of Notes is referred to herein
as an "Offer" and the offers to purchase the Notes as the "Offers."
The offer to purchase the Any and All Notes is referred to herein
as the "Any and All Tender Offer" and the offers to purchase the
Maximum Tender Offer Notes are referred to herein as the "Maximum
Tender Offers." Capitalised terms not otherwise defined in this
announcement have the same meaning as assigned to them in the Offer
to Purchase.
Holders are advised to read carefully the Tender Offer Documents
for full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Tender Offer Documents, together with any
updates, are available at the following website:
https://deals.is.kroll.com/vodafone-usd.
The following tables set forth certain terms of the Any and All
Tender Offer and the Maximum Tender Offers,
respectively:
Title of Security
|
CUSIP / ISIN
|
Outstanding Principal Amount
|
Reference U.S. Treasury Security
|
Bloomberg Reference
Page(1)
|
Fixed Spread (basis points)
|
4.125% Notes due May 2025
|
92857WBJ8 / US92857WBJ80
|
$1,500,000,000
|
4.25% U.S. Treasury
due May 31, 2025
|
FIT3
|
10
|
Title of Security
|
CUSIP / ISIN
|
Outstanding Principal Amount
|
Series Tender Cap(2)
|
Reference U.S. Treasury Security
|
Bloomberg Reference
Page(1)
|
Fixed Spread (basis points)
|
Early Tender
Premium(3)
|
6.150% Notes due February 2037
|
92857WAQ3/ US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
4.375% U.S. Treasury due May 15, 2034
|
FIT1
|
100
|
$50
|
4.375% Notes due February 2043
|
92857WBD1 / US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
4.625% U.S. Treasury due May 15, 2044
|
FIT1
|
80
|
$50
|
(1)
The page on Bloomberg from which the Dealer Managers will quote the
bid-side price of the applicable Reference U.S. Treasury
Security.
(2) The offers with
respect to the Maximum Tender Offer Notes are subject to the
applicable series tender cap set out in the table above (each, a
"Series Tender Cap") which is specified as an
aggregate principal amount of the relevant series of Maximum Tender
Offer Notes. Vodafone will purchase Maximum Tender Offer Notes
subject to the applicable Series Tender Caps set forth in the table
above. Subject to applicable law, Vodafone reserves the right, but
is under no obligation, to increase, decrease or eliminate any
Series Tender Cap with respect to a particular series at any time
and in its sole discretion. Any such increase, decrease or
elimination could result in Vodafone purchasing an aggregate
principal amount of a series of Maximum Tender Offer Notes having a
greater or lesser aggregate principal amount than the amounts set
out above.
(3)
For each $1,000 principal amount of Maximum Tender Offer Notes
tendered at or prior to the Early Tender Time and accepted for
purchase. The Maximum Tender Total Consideration for the Maximum
Tender Offer Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time and accepted for purchase will be
calculated in the manner described herein using the applicable
Fixed Spread and is already inclusive of the Early Tender Premium.
For the avoidance of doubt, the Early Tender Premium is not payable
in addition to the Maximum Tender Total Consideration.
All Notes accepted in the Offers will be cancelled and retired by
the Company.
Purpose of the Offers
The Offers, the Concurrent Euro Tender Offers (as defined below)
and the issuance of the New Notes (as defined below) are being
undertaken to, among other things, proactively manage the Company's
outstanding debt portfolio.
Concurrent Euro Tender Offers
Concurrently with the launch of the Offers, the Company has
commenced cash tender offers to purchase any and all of its
outstanding €1,000,000,000 1.875% Notes due 2025,
€1,000,000,000 1.125% Notes due 2025 and €1,750,000,000
2.2% Notes due 2026, of which a total of €3,750,000,000 is
outstanding (the "Concurrent Euro Tender Offers").
The Concurrent Euro Tender Offers are not being made, and will not
be made, directly or indirectly, in or into the United States or
to, or for the account or benefit of, any U.S. Person (as defined
in Regulation S of the U.S. Securities Act of 1933).
New Financing Condition
The Company is today, June 25, 2024, announcing its intention
to issue new U.S. dollar-denominated notes, subject to market
conditions (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 and absolute determination of the Company) of the
issuance of the New Notes (the "New Financing
Condition").
Consideration for the Notes
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition,
Holders of the Any and All Notes who validly tender and do not
validly withdraw the Any and All Notes at or prior to the Any and
All Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, and whose Any and All Notes are
accepted for purchase by the Company, will receive the Any and All
Purchase Price Consideration for each $1,000 principal amount of
the Any and All Notes, which will be payable in cash.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, including the New Financing Condition, and
subject to the applicable Series Tender Cap, Holders who validly
tender and do not validly withdraw the Maximum Tender Offer Notes
at or prior to the Early Tender Time, and whose Maximum Tender
Offer Notes are accepted for purchase by Vodafone, will receive the
Maximum Tender Total Consideration, which already includes the
Early Tender Premium, for each $1,000 principal amount of the
Maximum Tender Offer Notes, which will be payable in cash. Holders
who validly tender the Maximum Tender Offer Notes after the Early
Tender Time, and at or prior to the Maximum Tender Expiration Time
whose Maximum Tender Offer Notes are accepted for purchase by
Vodafone, will receive the Late Maximum Tender Offer Consideration
for each $1,000 principal amount of the Maximum Tender Offer Notes,
which will be payable in cash.
The Any and All Purchase Price Consideration or the Maximum Tender
Total Consideration, as applicable, will be calculated at the
applicable Price Determination Time and will be determined in
accordance with standard market practice, as described below, using
the sum of (such sum for each series of Notes, the
"Offer
Yield"):
(i)
the reference yield, as calculated by the Dealer Managers in
accordance with standard market practice, that corresponds to the
bid-side price of the applicable Reference U.S. Treasury Security
in the table above for the respective series of Notes appearing at
the applicable Price Determination Time on the Bloomberg Reference
Page specified in the table above for the respective series of
Notes (or any other recognized quotation source selected by
Vodafone in consultation with the Dealer Managers if such quotation
report is not available or manifestly erroneous) (such reference
yield, the "Reference Yield"), plus
(ii)
the applicable Fixed Spread specified in the table above for the
respective series of Notes.
Subject to the terms and conditions described in the Tender Offer
Documents, the Any and All Purchase Price Consideration for each
$1,000 principal amount of the Any and All Notes accepted by
Vodafone pursuant to the Any and All Tender Offer will be
determined in accordance with standard market practice as described
by the formula set forth in Annex A-1 to the Offer to Purchase, and
will equal (i) the present value on the Any and All Settlement Date
of $1,000 principal amount of such Any and All Notes due on the
scheduled maturity date of such Any and All Notes and all scheduled
interest payments on such Any and All Notes to be made from (but
excluding) the Any and All Settlement Date up to (and including)
such scheduled maturity date, discounted to the Any and All
Settlement Date at a discount rate equal to the applicable Offer
Yield, minus (ii) the Accrued Interest per $1,000 principal amount
of the Any and All Notes; with the total amount being rounded to
the nearest cent per $1,000 principal amount of such
Notes. The Early Tender Premium is not
applicable to the Any and All Tender Offer.
Subject to the terms and conditions described in the Tender Offer
Documents, including the Series Tender Caps, the Maximum Tender
Total Consideration for each $1,000 principal amount of the Maximum
Tender Offer Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Time and accepted by Vodafone pursuant to
the Maximum Tender Offers will be determined in accordance with
standard market practice as described by the formula set forth in
Annex A-1 to the Offer to Purchase, and will equal (i) the present
value on the Early Tender Settlement Date of $1,000 principal
amount of such Maximum Tender Offer Notes due on the scheduled
maturity date of such Maximum Tender Offer Notes and all scheduled
interest payments on such Maximum Tender Offer Notes to be made
from (but excluding) the Early Tender Settlement Date up to (and
including) such scheduled maturity date, discounted to the Early
Tender Settlement Date at a discount rate equal to the applicable
Offer Yield, minus (ii) the Accrued Interest per $1,000 principal
amount of such Notes as of the Early Tender Settlement Date; with
the total amount being rounded to the nearest cent per $1,000
principal amount of such Maximum Tender Offer Notes. The Maximum
Tender Total Consideration for the Maximum Tender Offer Notes, as
calculated using the applicable Fixed Spread, already includes the
Early Tender Premium.
Subject to the terms and conditions described in the Tender Offer
Documents, including the Series Tender Caps, the Late Maximum
Tender Offer Consideration payable by Vodafone for each $1,000
principal amount of the relevant Maximum Tender Offer Notes validly
tendered and accepted by Vodafone after the Early Tender Time but
at or prior to the Maximum Tender Expiration Time pursuant to the
Maximum Tender Offers will equal the applicable Maximum Tender
Total Consideration minus the Early Tender Premium.
Vodafone will issue a press release specifying the applicable
consideration for each series of Notes as soon as reasonably
practicable after the determination thereof by the Dealer
Managers.
Accrued Interest
In addition to the applicable consideration, Holders whose Notes
are accepted for purchase will be paid the Accrued Interest
thereon. Interest will cease to accrue on the applicable Settlement
Date for all Notes accepted in the Offers. For avoidance of doubt, interest will cease to
accrue on the Any and All Settlement Date for all Any and All Notes
accepted in the Any and All Tender Offer, including Any and All
Notes that are delivered pursuant to the Guaranteed Delivery
Procedures. All Notes accepted in the Offers will be canceled and
retired by Vodafone.
Series Tender Cap
With respect to the Maximum Tender Offers, if the applicable Series
Tender Cap is reached with respect to any series of the Maximum
Tender Offer Notes based upon the aggregate principal amount of
Maximum Tender Offer Notes of a series that are validly tendered
and not validly withdrawn at or prior to the Early Tender Time, any
Notes of such series tendered after the Early Tender Time will not
be accepted. If the applicable Series Tender Cap is not reached
with respect to a series of Maximum Tender Offer Notes based upon
the aggregate principal amount of Maximum Tender Offer Notes of a
series that are validly tendered and not validly withdrawn at or
prior to the Early Tender Time, Maximum Tender Offer Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time will be accepted in priority to Maximum Tender Offer Notes
validly tendered after the Early Tender Time and at or prior to the
Maximum Tender Expiration Time, and any Notes of such series
validly tendered after the Early Tender Time and prior to the
Maximum Tender Expiration Time will be subject to the applicable
Series Tender Cap (when also taking into account the Notes of such
series validly tendered and not validly withdrawn at or prior to
the Early Tender Time). If the aggregate principal amount of the
Maximum Tender Offer Notes of a series that are validly tendered
and, in the case of the Early Tender Time, not validly withdrawn at
or prior to the Early Tender Time or the Maximum Tender Expiration
Time, as applicable, exceeds the applicable Series Tender Cap, the
Company will only accept for purchase Notes of that series such
that the aggregate principal amount of such Maximum Tender Offer
Notes does not exceed the applicable Series Tender Cap. For the
avoidance of doubt, Maximum Tender Offer Notes of a series validly
tendered and not validly withdrawn at or prior to the Early Tender
Time will always be accepted in priority to those validly tendered
after the Early Tender Time.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to
the Any and All Tender Offer:
Date
|
|
Calendar Date
|
|
|
Launch
Date
|
|
June 25, 2024.
|
|
|
Any
and All Price Determination Time
|
|
At or around 11:00 a.m., New York City time, on July 2, 2024,
unless extended or earlier terminated by the Company in its sole
and absolute discretion, subject to applicable law.
|
|
|
Any
and All Withdrawal Deadline
|
|
5:00 p.m., New York City time, on July 2, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Any
and All Expiration Time
|
|
5:00 p.m., New York City time, on July 2, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Any
and All Results Announcement Date
|
|
The first business day after the Any and All Expiration Time, July
3, 2024.
|
|
|
Guaranteed Delivery Date
|
|
5:00 p.m., New York City time, on July 5, 2024.
|
|
|
Any
and All Settlement Date
|
|
In respect of accepted Any and All Notes that are delivered at or
prior to the Any and All Expiration Time, the Company expects the
Any and All Settlement Date to occur on the third business day
after the Any and All Expiration Time, July 8, 2024.
|
|
|
Guaranteed
DeliverySettlement Date
|
|
In respect of accepted Any and All Notes that are delivered
pursuant to the Guaranteed Delivery Procedures, the Company expects
the Guaranteed Delivery Settlement Date to occur on the business
day after the Guaranteed Delivery Date, July 8, 2024.
|
|
|
Holders
of the Notes should note the following dates relating to the
Maximum Tender Offers:
Date
|
|
Calendar Date
|
|
|
Launch
Date
|
|
June 25, 2024.
|
|
|
Early
Tender Time
|
|
5:00 p.m., New York City time, on July 9, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Maximum
Tender Withdrawal Deadline
|
|
5:00 p.m., New York City time, on July 9, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Early
Results Announcement Date
|
|
The first business day after the Early Tender Time, July 10,
2024
|
|
|
Maximum
Tender Price Determination Time
|
|
10:00 a.m., New York City time, on July 10, 2024, unless extended
or earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Early
Tender Settlement Date
|
|
In respect of Maximum Tender Offer Notes that are validly tendered
and not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase, the Company expects the Early Tender
Settlement Date to occur on the third business day after the Early
Tender Time, July 12, 2024.
|
|
|
Maximum
Tender Expiration Time
|
|
5:00 p.m., New York City time, on July 24, 2024, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
|
Maximum
Tender Results Announcement Date
|
|
The first business day after the Maximum Tender Expiration Time,
July 25, 2024.
|
|
|
Maximum
Tender Settlement Date
|
|
In respect of Maximum Tender Offer Notes that are validly tendered
after the Early Tender Time and at or prior to the Maximum Tender
Expiration Time and accepted for purchase, the Company expects the
Maximum Tender Settlement Date to occur on the second business day
after the Maximum Tender Expiration Time, July 26,
2024.
|
|
|
The relevant deadline set by any intermediary or DTC for
participation in the Offers will be earlier than this
deadline.
The acceptance of Notes for purchase is conditional on the
satisfaction of the conditions of the Offers as provided in
"Description of the Offers-Conditions to the Offers" in the Offer
to Purchase, including the New Financing Condition.
The Company has retained Merrill Lynch International
and Santander
US Capital Markets LLC as Dealer Managers and Kroll Issuer Services
Limited as Information and Tender Agent (the "Information and
Tender Agent") for the purposes of the Offers.
Questions regarding procedures for tendering Notes may be directed
to the Information and Tender Agent at +44 20 7704 0880 (London) or
by email to vodafone@is.kroll.com, Attention: Owen Morris.
Questions regarding the Offers may be directed to Merrill Lynch
International at +1 (888) 292-0070 (toll free), +1 (980) 387-3907
or +44 207 996 5420 (in London) or by email to DG.LM-EMEA@bofa.com
and to Santander US Capital Markets LLC at +1 (855) 404-3636 (toll
free) or +1 (212) 350-0660 or by email to
AmericasLM@santander.us.
This announcement is for informational purposes only and does not
constitute an offer to buy, or a solicitation of an offer to sell,
any security. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Offers are only being made pursuant to the Offer to
Purchase. Holders of the Notes are urged to carefully read the
Offer to Purchase before making any decision with respect to the
Offers.
This announcement does not constitute or form a part of any offer
or solicitation to purchase or subscribe for, or otherwise invest
in, New Notes in the United States.
The New Notes will be issued pursuant to a registration statement
(File No. 333-273441) filed on Form F-3ASR with the United States
Securities and Exchange Commission. Any investment decision to
purchase any New Notes should be made solely on the basis of the
information contained in the prospectus dated July 26, 2023, as
supplemented by the prospectus supplement to be dated June 25, 2024
(together, the "Company Prospectus"), and no reliance is to be
placed on any representations other than those contained in the
Company Prospectus.
The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement comes are required by each of the Company, the Dealer
Managers and the Information and Tender Agent to inform themselves
about and to observe any such restrictions.
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(1) of the Market Abuse
Regulation (EU) 596/2014 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "EUWA") ("UK MAR"), encompassing information relating to
the Offers described above. For the purposes of UK MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055 as it forms
part of domestic law in the United Kingdom by virtue of the EUWA,
this announcement is made by Maaike de Bie, Group General Counsel
and Company Secretary of Vodafone.
Offer and Distribution Restrictions
Italy
None of the Offers, this announcement, the Offer to Purchase or any
other document or materials relating to the Offers has been or will
be 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
the Republic of Italy ("Italy") as an exempt offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May
14, 1999, as amended. Holders or beneficial owners of the Notes
that are resident or 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 Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of February 15, 2018, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with any other applicable laws and
regulations and with any 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 and/or the
Offers.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Offers is not
being made by 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 ("FSMA 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 is exempt from the restriction on financial promotions
under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to: (1) persons who are
outside of the United Kingdom; (2) investment professionals falling
within the definition contained in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order"); (3) those persons who are existing
members or creditors of the Company or other persons falling within
Article 43(2) of the Financial Promotion Order; or (4) any other
persons to whom such documents and/or materials may lawfully be
communicated in accordance with the Financial Promotion Order (all
such persons together referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the Offers are only available to relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
France
The Offers are not being made, directly or indirectly, and neither
this announcement, the Offer to Purchase nor any other document or
material relating to the Offers has been or shall be distributed,
to the public in the Republic of France other than to qualified
investors as defined in Article 2(e) of the Regulation (EU)
2017/1129 (the "Prospectus Regulation"). Neither this announcement,
the Offer to Purchase nor any other document or materials relating
to the Offers have been or will be submitted for clearance to nor
approved by the Autorité des Marchés
Financiers.
Belgium
Neither this announcement, the Offer to Purchase nor any other
brochure, documents or materials relating to the Offers has been,
or will be, submitted or notified to, or approved or recognized by,
the Belgian Financial Services and Markets Authority
("Autorité des services et
marchés financiers"/"Autoriteit voor Financiële Diensten
en Markten"). In Belgium, the
Offers do not constitute a public offering within the meaning of
Articles 3, §1, 1° and 6, §1 of the Belgian Law of
April 1, 2007 on public takeover bids ("loi relative aux offres
publiques d'acquisition"/"wet op de openbare
overnamebiedingen"), as amended
or replaced from time to time. Accordingly, the Offers may not be,
and is not being advertised, and this announcement, the Offer to
Purchase, as well as any brochure, or any other material or
document relating thereto (including any memorandum, information
circular, brochure or any similar document) may not, has not and
will not be distributed or made available, directly or indirectly,
to any person located and/or resident within Belgium, other than to
"qualified investors" ("investisseurs
qualifiés"/"qekwalificeerde belegge"), within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the Offers are made only to qualified
investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase
or in any brochure or any other document or material relating
thereto may not be used for any other purpose or disclosed or
distributed to any other person in Belgium.
General
This announcement does not constitute 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 Holders) in any circumstances in
which such offer or solicitation or acceptance is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of the Dealer Managers' affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offers
shall be deemed to be made by such Dealer Manager or such Dealer
Manager's affiliate, as the case may be, on behalf of the Company
in such jurisdiction.
Each tendering Holder participating in the Offers will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the section titled
"Description of the Offers-Procedures for Tendering Notes-Other
Matters" in the Offer to Purchase. Any tender of Notes for purchase
pursuant to the Offers from a Holder that is unable to make these
representations will not be accepted. Each of the Company, the
Dealer Managers and the Information and Tender Agent reserves the
right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the
Offers, whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Company determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
Forward-Looking Information
This announcement contains certain forward-looking statements which
reflect the Company's intent, beliefs or current expectations about
the future and can be recognised by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Company and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Company cannot guarantee that any
forward-looking statement will be realised, although it believes it
has been prudent in its plans and assumptions. Achievement of
future results is subject to risks, uncertainties and assumptions
that may prove to be inaccurate. Should known or unknown risks or
uncertainties materialise, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Company undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
June 25, 2024
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By: /s/ M D B
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Name: Maaike de Bie
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Title: Group General Counsel and Company Secretary
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