a8584u
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
July 02, 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 02
July 2024 entitled ‘VODAFONE ANNOUNCES PRICING OF TENDER
OFFER’.
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 ANNOUNCES PRICING OF ANY AND
ALL TENDER OFFER FOR ITS 4.125% NOTES DUE MAY 2025
(Newbury, Berkshire - England) - July 2, 2024 - Vodafone Group Plc
("Vodafone" or the "Company") announced today the pricing of its
previously announced offer to purchase for cash any and all of its
outstanding 4.125% Notes due May
2025 (the "Any and All Notes") upon
the terms of, and subject to, the conditions in the offer to
purchase dated June 25, 2024 (the "Offer to Purchase") and the
accompanying notice of guaranteed delivery (the "Notice of
Guaranteed Delivery," and together with the Offer to Purchase, the
"Tender Offer Documents"), including the New Financing
Condition.
The offer to purchase for cash the Any and All Notes is referred to
herein as the "Any and All Tender Offer". Capitalised terms not
otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the Any and All Purchase Price
Consideration (as defined in the Offer to Purchase) for the Any and
All Notes is set forth in the following table:
Title of Security
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CUSIP / ISIN
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Outstanding Principal Amount
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Reference U.S. Treasury Security
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Bloomberg Reference Page(1)
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Reference Yield (%)
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Fixed Spread (basis points)
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Any and All Purchase Price Consideration(2)(3)
|
4.125% Notes due May 2025
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92857WBJ8 / US92857WBJ80
|
$1,500,000,000
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4.25% U.S. Treasury due May 31, 2025
|
FIT3
|
5.198
|
10
|
$989.84
|
(1)
The page on Bloomberg from which the Dealer Managers quoted the
bid-side price of the Reference U.S. Treasury
Security.
(2)
Per $1,000 in principal amount of the Any and All Notes validly
tendered and not validly withdrawn at or prior to the Any and All
Expiration Time or the Guaranteed Delivery Date pursuant to the
Guaranteed Delivery Procedures, and accepted for
purchase.
(3)
The Any and All Purchase Price Consideration for the Any and All
Notes was calculated at or around 11:00 a.m., New York City time,
today (the "Any and All Price Determination Time") in accordance
with standard market practice, as described in the Offer to
Purchase.
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on July 2, 2024 (such date and time,
as the same may be extended, the "Any and All Expiration Time").
The Any and All Notes tendered may be validly withdrawn at any time
at or prior to the Any and All Expiration Time, but not
thereafter.
The "Any and All Results Announcement Date" is expected to
be July 3, 2024, unless the Any and All
Tender Offer is extended. 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. 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.
On June 28, 2024, the Company closed
the offering of $2,000,000,000 5.750% Notes due 2054 and
$1,000,000,000 5.875% Notes due 2064 (together, the "New Notes").
The Company intends to use the cash proceeds from the issuance of
the New Notes, together with existing cash balances, to fund the
Any and All Tender Offer. As a result, the New Financing Condition
has been satisfied with respect to the Any and All Tender
Offer.
In addition to the Any and All Purchase Price Consideration,
Holders whose Any and All Notes are accepted for purchase will be
paid the Accrued Interest thereon. 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. 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.
The consummation of the Any and All Tender Offer and the Company's
obligation to accept and pay for the Any and All Notes validly
tendered (and not validly withdrawn) pursuant to the Any and All
Tender Offer is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the New
Financing Condition. The Company reserves the right, subject to
applicable law, to amend or waive any and all conditions to the Any
and All Tender Offer.
Holders are advised to check with any intermediary (as defined in
the Offer to Purchase) through which they hold Notes as to when
such intermediary would need to receive instructions from a Holder
in order for that Holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Any and All Tender Offer before
the deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and DTC for participation in
the Any and All Tender Offer may be earlier than the relevant
deadlines specified herein and in the Offer to
Purchase.
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 Any and All Tender
Offer.
Questions regarding procedures for tendering the Any and All Notes
may be directed to the Information and Tender Agent at +44 20 7704
0880 or by email to vodafone@is.kroll.com, Attention: Owen Morris.
Questions regarding the Any and All Tender Offer 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 Any and All Tender Offer is only being made pursuant
to the Offer to Purchase. Holders of the Any and All Notes are
urged to carefully read the Offer to Purchase before making any
decision with respect to the Any and All Tender Offer.
The New Notes were 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 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 Any and All Tender Offer. 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 Any and All Tender Offer, this announcement, the Offer
to Purchase or any other document or materials relating to the Any
and All Tender Offer 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 Any
and All Tender Offer is 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 Any and All Notes that
are resident or located in Italy can tender Notes for purchase in
the Any and All Tender Offer 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 Any and All Notes and/or the Any and
All Tender Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Any and All
Tender Offer 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 Any and All
Tender Offer 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 Any and All Tender Offer is not being made, directly or
indirectly, and neither this announcement, the Offer to Purchase
nor any other document or material relating to the Any and All
Tender Offer 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 material relating to the Any and All Tender
Offer has 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 Any and All Tender
Offer 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 Any and All Tender Offer does
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 Any and All Tender
Offer 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 Any and All Tender Offer is 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 the Any and All Notes (and tenders
of Any and All Notes in the Any and All Tender Offer 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 Any and
All Tender 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 Any and All
Tender Offer 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 Any and All Tender Offer
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 the
Any and All Notes for purchase pursuant to the Any and All Tender
Offer 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 Any and All Notes for purchase pursuant to the Any and All
Tender Offer, 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:
July 02, 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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