TIDMVOD
RNS Number : 9343J
Vodafone Group Plc
10 December 2018
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR
IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW
10 December 2018
VODAFONE GROUP PLC
ANNOUNCES FINAL RESULTS OF THE INVITATION TO OFFER TO SELL
Up to around GBP300,000,000 of the outstanding GBP600,000,000
zero-coupon equity-linked bonds due 2020
issued by Vodafone Group Plc
(ISIN: XS1325649140, Common Code: 132564914) (the "Bonds")
Vodafone Group Plc ("Vodafone" or the "Offeror") announces the
results of its previously announced invitation to holders of the
Bonds (the "Bondholders") to offer to sell their Bonds for cash.
HSBC Bank plc ("HSBC" or the "Dealer Manager") acted as the sole
Dealer Manager in connection with the Invitation.
The Purchase Price has been set at the Minimum Purchase Price of
GBP97,000 per GBP100,000 in principal amount of the Bonds. No Bonds
tendered for purchase at an Offer Price above the Purchase Price
will be accepted for purchase pursuant to the Invitation. Terms not
otherwise defined in this press release have the same meaning as
defined in the launch press release published by Vodafone on 6
December 2018.
Eligible Bondholders who have submitted valid tender
instructions and whose Bonds are accepted for purchase in the
Invitation will receive on the Settlement Date a cash consideration
equal to the Purchase Price for each Bond accepted for
purchase.
The Invitation expired at 4.30 pm London time on 7 December
2018. Vodafone has decided to accept for purchase Bonds submitted
pursuant to valid tender instructions which specified an Offer
Price equal to the Purchase Price in an aggregate principal amount
of GBP183,900,000.
The settlement is expected to occur on 12 December 2018. HSBC is
acting as the settlement agent in relation to the Bonds accepted
for purchase by the Offeror pursuant to the Invitation.
Further Information on the Invitation
Requests for information in relation to the Invitation should be
directed to:
HSBC BANK PLC
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0) 20 7991 5271
Attention: Equity Syndicate
Email: tony.sand@hsbcib.com
Failure on the part of any Bondholder to deliver to HSBC (as
settlement agent) Bonds accepted for purchase by the Offeror may
result in the Offeror revoking the acceptance of that Bondholder's
Bonds for purchase, and may result in the Bondholder being liable
for any losses resulting from such failure. Neither the Offeror nor
HSBC shall be under any obligation to accept (or, in the case of
the Offeror, purchase) Bonds which are either not delivered or
delivered after the deadline set for such delivery, and any
Bondholder whose Bonds are not accepted will not receive the
Purchase Price in respect of its Bonds.
Inside information
This press release 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 ("MAR"). 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.
IMPORTANT NOTICE
THE DEALER MANAGER IS ACTING AS AGENT AT THE REQUEST OF VODAFONE
AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE DEALER MANAGER, OR FOR PROVIDING ADVICE
IN RELATION TO THE INVITATION. THE DEALER MANAGER DOES NOT OWE ANY
DUTY TO ANY BONDHOLDER. NEITHER THE DEALER MANAGER NOR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY
RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH,
ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT
(OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS
ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, ITS
SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER
ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR
OTHERWISE ARISING IN CONNECTION THEREWITH.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
INVITATION UNDER APPLICABLE SECURITIES LAWS. 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 VODAFONE AND THE DEALER MANAGER TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO
CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY
REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE
INVITATION. THIS DOCUMENT IS NOT AN OFFERING CIRCULAR OR PROSPECTUS
OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR
YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE
AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE,
WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY TO MARKET
PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION
PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE
EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT
ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS
AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL
ANY BOND.
ANY DECISION RELATING TO AN OFFER TO SELL THE BONDS PURSUANT TO
THE INVITATION SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT
REVIEW BY THE BONDHOLDER OF THE OFFEROR'S PUBLICLY AVAILABLE
INFORMATION. NEITHER THE DEALER MANAGER NOR ANY OF ITS AFFILIATES
ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
ANNOUNCEMENT OR THE OFFEROR'S PUBLICLY AVAILABLE INFORMATION.
THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY
PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE
OFFEROR OR MEMBERS OF THE OFFEROR'S GROUP, MAY MAKE MARKETS IN THE
BONDS AND/OR THE UNDERLYING SHARES AND/OR HAVE A POSITION OR EFFECT
TRANSACTIONS IN SUCH BONDS AND UNDERLYING SHARES.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER OR ITS
AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET
SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING
TO THE BONDS AT THE SAME TIME AS THE INVITATION OR IN SECONDARY
MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES
MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND
SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY
SUCH POSITIONS.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER AND ITS
AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SELL THE
BONDS OR ANY UNDERLYING SHARES AND FOR SUCH REASON HOLD IN THEIR
PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE
OFFEROR OR MAKE ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO
OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE
CONTEXT OF THE INVITATION. THE DEALER MANAGER DOES NOT INTEND TO
DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN
TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE DEALER MANAGER OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION
OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PUBLICITY MATERIAL
RELATING TO THE INVITATION IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE OFFEROR AND THE DEALER
MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEDBLBFVLFLFBZ
(END) Dow Jones Newswires
December 10, 2018 02:26 ET (07:26 GMT)
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