Vodafone Group Plc announces final results in respect of its multi-currency 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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
14 February 2025
In connection with the invitations by Vodafone Group Plc (the "Company") to holders of its outstanding Notes set out in the table below (together, the "Notes") to tender any and all of their Notes for purchase by the Company for cash (each such invitation, an "Offer" and together, the "Offers") first announced on 5 February 2025, the Company announces today the final results of the Offers. The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 5 February 2025 (the "Tender Offer Memorandum") prepared by the Company in respect of the Offers.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 4.00 p.m. (London time) on 13 February 2025.
The Company announces it will accept validly tendered Notes pursuant to the Offers in the amounts as set out in the table below.
The expected Settlement Date for the Offers is 18 February 2025.
| Description of the | ISIN / Common Code | Aggregate | Reference Rate / GBP Benchmark Security Rate | Purchase Spread | Purchase Yield | Purchase Price | Aggregate principal amount of each Series that will remain outstanding after the Settlement Date |
| EUR 1,000,000,000 1.875 per cent. Notes due 11 September 2025 | XS1109802568 / 110980256 | EUR 181,004,000 | N/A | N/A | N/A | 99.70 per cent. (being EUR 997.00 per EUR 1,000 in principal amount of such Notes) | EUR 592,198,000 |
| EUR 1,000,000,000 1.125 per cent. Notes due 20 November 2025 | XS1721423462 / 172142346 | EUR 72,613,000 | N/A | N/A | N/A | 99.05 per cent. (being EUR 990.50 per EUR 1,000 in principal amount of such Notes) | EUR 716,496,000 |
| EUR 1,750,000,000 2.200 per cent. Notes due 25 August 2026 | XS1372839214 / 137283921 | EUR 268,607,000 | 2.295 per cent. | +5 bps | 2.345 per cent. | 99.780 per cent. (being EUR 997.80 per EUR 1,000 in principal amount of such Notes) | EUR 1,015,443,000 |
| EUR 750,000,000 0.900 per cent. Notes due 24 November 2026
| XS2002017361 / 200201736 | EUR 312,441,000 | 2.269 per cent. | +5 bps | 2.319 per cent. | 97.572 per cent. (being EUR 975.72 per EUR 1,000 in principal amount of such Notes) | EUR 437,559,000 |
| EUR 500,000,000 1.500 per cent. Notes due 24 July 2027 | XS1652855815 / 165285581 | EUR 142,691,000 | 2.247 per cent. | +15 bps | 2.397 per cent. | 97.905 per cent. (being EUR 979.05 per EUR 1,000 in principal amount of such Notes) | EUR 357,309,000 |
| GBP 250,000,000 5.625 per cent. Notes due 4 December 2025 | XS0181816652 / 18181665 | GBP 98,912,000 | 4.349 per cent. | +25 bps | 4.599 per cent. | 100.743 per cent. (being GBP 1,007.43 per GBP 1,000 in principal amount of such Notes) | GBP 151,088,000 |
| NOK 850,000,000 3.215 per cent. Notes due 27 November 2025 | XS1325859897 / 132585989 | NOK 620,000,000 | N/A | N/A | N/A | 99.20 per cent. (being NOK 992,000.00 per NOK 1,000,000 in principal amount of such Notes) | NOK 230,000,000 |
| NOK 850,000,000 3.115 per cent. Notes due 1 March 2027 | XS1572749023 / 157274902 | NOK 850,000,000 | N/A | N/A | N/A | 98.10 per cent. (being NOK 1,962,000.00 per NOK 2,000,000 in principal amount of such Notes) | NOK 0 |
| NOK 500,000,000 2.925 per cent. Notes due 6 July 2027 | XS1643462002 / 164346200 | NOK 500,000,000 | N/A | N/A | N/A | 97.40 per cent. (being NOK 974,000.00 per NOK 1,000,000 in principal amount of such Notes) | NOK 0 |
| HKD 455,000,000 2.850 per cent. Notes due 28 June 2027 | XS1634541574 / 163454157 | HKD 303,000,000 | N/A | N/A | N/A | 97.60 per cent. (being HKD 976,000.00 per HKD 1,000,000 in principal amount of such Notes) | HKD 152,000,000 |
| HKD 1,115,000,000 2.640 per cent. Notes due 13 September 2027 | XS1684379602 / 168437960 | HKD 0 | N/A | N/A | N/A | 97.00 per cent. (being HKD 970,000.00 per HKD 1,000,000 in principal amount of such Notes) | HKD 1,115,000,000 |
| CHF 175,000,000 0.625 per cent. Notes due 15 March 2027 | CH0357520466 / 157739778 | CHF 103,590,000 | 0.134 per cent. | +10 bps | 0.234 per cent. | 100.808 per cent. (being CHF 5,040.40 per CHF 5,000 in principal amount of such Notes) | CHF 71,410,000 |
| AUD 450,000,000 4.200 per cent. Notes due 13 December 2027 | AU3CB0249373 / 173557299 | AUD 195,600,000 | N/A | N/A | N/A | 99.75 per cent. (being AUD 9,975.00 per AUD 10,000 in principal amount of such Notes) | AUD 254,400,000 |
DEALER MANAGERS
In case of all Notes other than the CHF Notes:
Barclays Bank PLC (Telephone: +44 20 3134 8515; Email: eu.lm@barclays.com; Attention: Liability Management Group).
In case of all Notes subject to the Offers:
Merrill Lynch International (Telephone: +44 20 7996 5420; Email: DG.LM-EMEA@bofa.com; Attention: Liability Management Group).
In case of CHF Notes:
UBS AG (Telephone: +44 20 7568 1121; Email: ol-liabilitymanagement-eu@ubs.com; Attention: DCM EMEA Liability Management).
TENDER AGENTS
LEAD TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: vodafone@is.kroll.com; Attention: Owen Morris).
SWISS TENDER AGENT
UBS AG (Telephone: +44 20 7568 1121; Email: ol-liabilitymanagement-eu@ubs.com; Attention: DCM EMEA Liability Management).
This announcement is made by Vodafone Group Plc and relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR, this announcement is made by Maaike de Bie, Group General Counsel and Company Secretary of Vodafone Group Plc.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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 comes are required by each of the Company, the Dealer Managers and the Tender Agents to inform themselves about, and to observe, any such restrictions.
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