TIDMVOD
RNS Number : 2809K
Vodafone Group Plc
27 August 2019
August 27, 2019
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
VODAFONE GROUP PLC ANNOUNCES COMMENCEMENT OF ANY AND ALL CASH
TER OFFERS AND CONSENT SOLICITATIONS FOR NOTES ISSUED BY UNITYMEDIA
ENTITIES, AND A CONCURRENT CHANGE OF CONTROL OFFER
Vodafone Group Plc ("Vodafone" or the "Company") (NYSE: VOD),
the ultimate parent company of: (i) Unitymedia Hessen GmbH &
Co. KG ("Hessen"); (ii) Unitymedia NRW GmbH ("NRW"); and (iii)
Unitymedia GmbH ("Unitymedia"), formerly known as Unitymedia
KabelBW GmbH, announced today that it has commenced cash tender
offers (collectively, the "Offers") to purchase any and all of the
outstanding 4.625% Senior Secured Notes due 2026 (the "2026 Senior
Secured Notes"), 3.50% Senior Secured Notes due 2027 (the "2027
Senior Secured Notes") and 6.25% Senior Secured Notes due 2029 (the
"2029 Senior Secured Notes") issued by NRW and Hessen, as
co-issuers (the "Co-Issuers"), and any and all of the outstanding
3.75% Senior Notes due 2027 (the "2027 Senior Notes" and together
with the 2026 Senior Secured Notes, the 2027 Senior Secured Notes
and the 2029 Senior Secured Notes, the "Notes") issued by
Unitymedia (together with the Co-Issuers, the "Issuers" and each an
"Issuer"). In conjunction with the Offers, the Issuers are
soliciting the consents of holders of the Notes to certain proposed
amendments to the indentures governing the Notes (the "Consent
Solicitations"). The terms and conditions of the Offers and Consent
Solicitations are set forth in the offer to purchase and consent
solicitation statement dated August 27, 2019 (the "Offer to
Purchase and Consent Solicitation Statement").
Concurrently with and as an alternative to the Offers and
Consent Solicitations, Vodafone also commenced an offer to purchase
all outstanding Notes of each series, at a purchase price equal to
101% of the principal amount of such Notes repurchased (the "Change
of Control Offer Price"), plus accrued and unpaid interest, if any,
on the Notes repurchased to the date of repurchase (such offer, the
"Change of Control Offer"). Vodafone is making the Change of
Control Offer in connection with its acquisition of certain
operations of Liberty Global plc, which was consummated on July 31,
2019 (the "Acquisition") and constituted a Change of Control under
the indentures governing the Notes.
The Company expects to fund the Offers and Consent Solicitations
and the Change of Control Offer using cash on hand. Terms used but
not defined herein have meanings ascribed to them in the Offer to
Purchase and Consent Solicitation Statement.
Offers and Consent Solicitations
The following table sets forth certain terms of the Offers:
Title of Notes Outstanding Rule 144A Regulation S Early Early Tender Expected Expected
Principal ISIN / ISIN / Tender Payment(2)(3) Tender Offer Total
Amount Common Code Common Code Yield Consideration Consideration
(1) (1)(2)(4) (1)(2)(4)
4.625% Senior
Secured Notes XS1334248579 XS1334248223
due 2026 EUR378,000,000 / 133424857 / 133424822 -0.05% EUR30.00 EUR1,059.80 EUR1,089.80
--------------- ------------- ------------- ------- -------------- -------------- --------------
3.50% Senior
Secured Notes XS1197206052 XS1197205591
due 2027 EUR500,000,000 / 119720605 / 119720559 -0.05% EUR30.00 EUR1,035.16 EUR1,065.16
--------------- ------------- ------------- ------- -------------- -------------- --------------
6.25% Senior
Secured Notes XS0982713090 XS0982713330
due 2029 EUR427,500,000 / 098271309 / 098271333 -0.05% EUR30.00 EUR1,085.84 EUR1,115.84
--------------- ------------- ------------- ------- -------------- -------------- --------------
3.75% Senior
Notes due XS1199439149 XS1199438174
2027 EUR700,000,000 / 119943914 / 119943817 -0.05% EUR30.00 EUR1,039.77 EUR1,069.77
--------------- ------------- ------------- ------- -------------- -------------- --------------
________________
(1) The Early Tender Yield is expressed on a semi-annual basis.
The Total Consideration will be calculated in accordance with
market convention with reference to the relevant Early Tender Yield
as of the Early Settlement Date, as described in further detail in
the Offer to Purchase and Consent Solicitation Statement. The
Tender Offer Consideration will be equal to the Total Consideration
minus the Early Tender Payment.
(2) Per EUR1,000 principal amount of Notes tendered and accepted
for purchase. The Expected Tender Offer Consideration and Expected
Total Consideration are calculated based upon an expected Early
Settlement Date of September 12, 2019. Should the Early Settlement
Dates in respect of any Notes differ from September 12, 2019, the
relevant Total Consideration and Tender Offer Consideration will be
recalculated as further described in the Offer to Purchase and
Consent Solicitation Statement and promptly announced.
(3) Included in the Total Consideration for Notes tendered and
accepted for purchase at or prior to the Early Tender Deadline.
(4) Does not include accrued and unpaid interest that will also
be paid on the Notes accepted for purchase.
The Offers and Consent Solicitations will expire at 11:59 p.m.,
New York City time, on September 24, 2019, unless extended or
earlier terminated (such date and time, as may be extended, the
"Expiration Time"). Under the terms of the Offers and Consent
Solicitations, holders of the Notes who validly tender their Notes
and do not validly withdraw their Notes and consents at or prior to
5:00 p.m., New York City time, on September 10, 2019 (such date and
time, as may be extended, the "Early Tender Deadline") will receive
an amount in cash equal to the applicable Total Consideration for
each EUR1,000 principal amount of Notes tendered and not validly
withdrawn and accepted for payment pursuant to the Offers, which
includes the Early Tender Payment, which is equal to EUR30.00 with
respect to each EUR1,000 principal amount of the Notes of such
series, plus accrued interest, with respect to such Notes.
Holders who validly tender their Notes after the Early Tender
Deadline, but at or prior to the Expiration Time, will receive an
amount in cash equal to the applicable Tender Offer Consideration
for each EUR1,000 principal amount of Notes tendered and accepted
for payment, plus accrued interest. The applicable Tender Offer
Consideration for each EUR1,000 principal amount of Notes validly
tendered and not validly withdrawn after the Early Tender Deadline,
but at or prior to the Expiration Time shall be equal to the
applicable Total Consideration minus the Early Tender Payment.
In conjunction with the Offers, the Issuers of the Notes are
soliciting consents from Holders of the Notes to the Proposed
Amendments to the Indentures pursuant to which the Notes were
issued, providing for amendments of the applicable Indentures as
described in the Offer to Purchase and Consent Solicitation to,
among other things, eliminate substantially all of the restrictive
covenants and certain events of default under the Indentures and
terminate certain reporting requirements. Holders who validly
tender their Notes pursuant to the Offers will be deemed to have
delivered their Consents by such tender. In order for the Proposed
Amendments to be adopted with respect to any given series of Notes,
Consents must be received in respect of at least a majority of the
aggregate principal amount of the Notes of such series then
outstanding. The Offers are not conditional upon the receipt of the
Requisite Consents and each Offer and Consent Solicitation is not
conditional upon any of the other Offers and Consent
Solicitations.
Purpose of the Offers and Consent Solicitations
The Offers are being made as part of Vodafone's liability
management and to provide liquidity to Holders by offering the
relevant Total Consideration following the completion of the
Acquisition. The Offers also provide investors with an opportunity
to sell their Notes for the relevant Total Consideration, which is
in excess of the 101% purchase price that is required by the Change
of Control provisions of the Indentures.
In conjunction with the Offers, the Issuers are also soliciting
consents to the Proposed Amendments to, among other things,
eliminate substantially all of the restrictive covenants and
certain events of default under the Indentures and terminate
certain reporting requirements under the Notes.
Immediately following completion of the Offers and the Change of
Control Offer, whether or not the Requisite Consents have been
obtained, the Co-Issuers intend to utilize their option to redeem
10% of the original aggregate principal amount of the 2026 Senior
Secured Notes, the 2027 Senior Secured Notes and the 2029 Senior
Secured Notes (or if lesser amounts are then outstanding, all Notes
of such series that remain outstanding) at a redemption price equal
to 103% of the principal amount thereof plus accrued and unpaid
interest and Additional Amounts (as defined in the Indentures), if
any, which would be a price that is below the relevant Total
Consideration available in the Offers. Only the 2026 Senior Secured
Notes, the 2027 Senior Secured Notes and the 2029 Senior Secured
Notes that are not tendered pursuant to the Offers or the Change of
Control Offer will be subject to this redemption, and as a result
the Offers provide Holders with an opportunity to sell their Notes
of such series and avoid a partial redemption at 103% of the
principal amount thereof plus accrued and unpaid interest and
Additional Amounts, if any. Since such redemption option relates to
10% of the original aggregate principal amount of Notes of such
series, the proportion of a Holder's Notes subject to such
redemption (should such Notes not be tendered pursuant to the
Offers or the Change of Control Offer) will depend upon the final
participation level in the relevant Offers and the Change of
Control Offer. The proportion of the applicable series of Notes to
be redeemed in such a manner will be based on a pro-ration factor
calculated by dividing (x) 10% of the original aggregate principal
amount of Notes of such series by (y) the aggregate principal
amount of Notes of such series that were not validly tendered and
accepted for purchase in the Offers and the Change of Control
Offer. If (x) is greater than (y), all remaining Notes of such
series will be subject to this redemption. Holders should note that
it is the Co-Issuers' intention to utilize such redemption option
even if the Offers are terminated before completion.
The Notes are each rated by Moody's and S&P. The Issuers of
the Notes have requested each of Moody's and S&P to withdraw
their ratings on each series of Notes and on the Issuers themselves
on or shortly after the date of the Offer to Purchase and Consent
Solicitation Statement. We believe that the Offers provide
liquidity to Holders in the context of such request for
withdrawal.
Change of Control Offer
In May 2018, Vodafone agreed to acquire certain operations of
Liberty Global, and the Acquisition was consummated on July 31,
2019. As a result, and pursuant to the relevant provisions of the
Indentures, a Change of Control occurred on July 31, 2019 and the
Issuers are required to offer to purchase all of the Notes at a
purchase price in cash in an amount equal to 101% of the principal
amount of such Notes plus accrued and unpaid interest, if any, on
the Notes repurchased to the date of repurchase, which is expected
to be September 26, 2019 (the "Change of Control Purchase Date").
The Indentures permit a third party to make such an offer in lieu
of the Issuers. In order to comply with the Issuer's obligations
under the Indentures, Vodafone has commenced the Change of Control
Offer at the Change of Control Offer Price, plus accrued and unpaid
interest, if any, on the Notes repurchased to the Change of Control
Purchase Date. The Change of Control Offer will expire at 11:59
p.m., New York City time, on September 24, 2019 (unless extended by
the Company). Tenders of Notes pursuant to the Change of Control
Offer will not result in the giving of a Consent pursuant to the
Consent Solicitations, and Holders of a series of Notes tendered in
the relevant Change of Control Offer will not, under any
circumstances be entitled to the Total Consideration or the Tender
Offer Consideration with respect to Notes of such series. HOLDERS
SHOULD NOTE THAT EACH OF THE TOTAL CONSIDERATION AND THE TER OFFER
CONSIDERATION WILL BE HIGHER THAN THE CHANGE OF CONTROL OFFER PRICE
UNDER THE CHANGE OF CONTROL OFFER. HOLDERS SHOULD ALSO NOTE THAT
THE CHANGE OF CONTROL OFFER PRICE REPRESENTS A SIGNIFICANT DISCOUNT
TO THE CURRENT TRADING PRICE OF THE NOTES. The procedures for
tendering Notes in the Offers and in the Change of Control Offer
are separate. Notes of a series tendered in the Offers may not be
tendered in the Change of Control Offer with respect to Notes of
such series, and Notes of a series tendered in the Change of
Control Offer may not be tendered in the Offers with respect to
Notes of such series.
Important Dates
Date Calendar Date and Time
----------------------------------------- ----------------------------------
Commencement of the Offers and August 27, 2019
Consent Solicitations
Commencement of the Change of
Control Offer
----------------------------------
Early Tender Deadline in respect 5:00 p.m., New York City time,
of the Offers and Consent Solicitations on September 10, 2019, unless
extended or earlier terminated.
----------------------------------
Withdrawal Deadline in respect 5:00 p.m., New York City time,
of the Offers and Consent Solicitations on September 10, 2019, unless
extended or earlier terminated
by us with respect to the Offer.
----------------------------------
Early Results Announcement September 11, 2019, unless
extended or earlier terminated.
----------------------------------
Early Settlement Date (at our September 12, 2019, unless
option) extended or earlier terminated.
----------------------------------
Expiration Time in respect of 11:59 p.m., New York City time,
the Offers and Consent Solicitations on September 24, 2019, unless
Expiration of the Change of extended or earlier terminated.
Control Offer
----------------------------------
Final Results Announcement September 25, 2019, unless
extended or earlier terminated.
----------------------------------
Final Settlement Date September 26, 2019, unless
extended or earlier terminated
(the "Final Settlement Date").
----------------------------------
You are advised to check with any custodian or nominee, or other
intermediary through which you hold the Notes, whether such entity
would require the receipt of instructions to participate in, or
notice of a withdrawal of your instruction to participate in, the
Offers before the deadlines specified in the Offer to Purchase and
Consent Solicitation Statement. The deadlines set by your custodian
or nominee, or by Clearstream and Euroclear, for the submission and
withdrawal of Tender and Consent Instructions may be earlier than
the relevant deadlines specified in the Offer to Purchase and
Consent Solicitation Statement.
Redemption of Other Series of Unitymedia Notes
On the date hereof, the respective Issuers have also announced
their intention to redeem in full the EUR1,000,000,000 4% Senior
Secured Notes due 2025 and $550,000,000 5% Senior Secured Notes due
2025 issued by Unitymedia Hessen and Unitymedia NRW and the
$900,000,000 6 1/8% Senior Notes due 2025 issued by Unitymedia
GmbH. It is not Vodafone's or the Issuers' intention to redeem in
full the Notes subject to the Offers and Consent Solicitations
described in the Offer to Purchase and Consent Solicitation
Statement pursuant to the corresponding option under the terms of
the Notes.
Additional Information
Holders are advised to read carefully the Offer to Purchase and
Consent Solicitation Statement for full details of, and information
on the procedures for participating in, the Offers and Consent
Solicitations. Copies of the Offer to Purchase and Consent
Solicitation Statement are available at the following website:
https://sites.dfkingltd.com/vodafone. Requests for documents
relating to the Offers and Consent Solicitations may be directed to
D.F. King, the Information and Tender Agent in connection with the
Offers and Consent Solicitations, at +1 (800) 714-3306 or +1 (212)
269-5550 (Banks and Brokers) or +44 20 7920 9700 (UK) or by e-mail
at vodafone@dfkingltd.com. Deutsche Bank AG, London Branch and
Merrill Lynch International will act as Dealer Managers for the
Offers and Consent Solicitations. Questions regarding the Offers
and Consent Solicitations may be directed to Deutsche Bank AG,
London Branch at +44 20 7545 8011 or Merrill Lynch International at
+44 20 7996 5420 and DG.LM_EMEA@baml.com.
Questions regarding the procedures for tendering Notes pursuant
to the Change of Control Offer may be directed to D.F. King, which
is acting as the Information and Tender Agent in connection with
the Change of Control Offer, at +1 (800) 714-3306 or +1 (212)
269-5550 (Banks and Brokers) or +44 20 7920 9700 (UK) or by e-mail
at vodafone@dfkingltd.com.
This announcement is released 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 transaction 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.
Offer Restrictions
General Notice to Investors
The Offers and Consent Solicitations do not constitute an offer
to buy or the solicitation of an offer to sell Notes in any
circumstances in which such offer or solicitation is unlawful. We
are not aware of any jurisdiction where the making of the Offers
and Consent Solicitations is not in compliance with the laws of
such jurisdiction. If we become aware of any jurisdiction where the
making of the Offers and Consent Solicitations would not be in
compliance with such laws, we will make a good faith effort to
comply with any such laws or may seek to have such laws declared
inapplicable to the Offers and Consent Solicitations. If, after
such good faith effort, we cannot comply with any such applicable
laws, the Offers and Consent Solicitations will not be made to
Holders of Notes residing in each such jurisdiction.
In any jurisdictions where the securities or other laws require
the Offers and Consent Solicitations to be made by a licensed
broker or dealer and the Dealer Managers or, where the context so
requires, their respective affiliates are licensed brokers or
dealers in that jurisdiction, the Offers and Consent Solicitations
shall be deemed to be made on behalf of the Company and the
Issuers, respectively, by the Dealer Managers or affiliates (as the
case may be) in such jurisdiction.
By tendering your securities, or instructing your custodian to
tender your securities, you are representing and warranting that
you are not a person to whom it is unlawful to make an invitation
to tender pursuant to the Offers and Consent Solicitations under
applicable law, and you have observed (and will observe) all laws
of relevant jurisdictions in connection with your tender, and are
deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in
"Procedures for Tendering Notes and Delivering Consents." If you
are unable to make these representations, your tender of Notes for
purchase may be rejected. Each of the Company, the Issuers, the
Trustee, the Information and Tender Agent or the Dealer Managers
reserves the right, in their absolute discretion, to investigate,
in relation to any tender of Notes for purchase, and delivery of
Consents, pursuant to the Offers and Consent Solicitations, whether
any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result, we determine (for any
reason) that such representation is not correct, such tender may be
rejected.
Italy
None of the Offers and Consent Solicitations, this announcement,
the Offer to Purchase and Consent Solicitation Statement or any
other document or materials relating to the Offers and Consent
Solicitations have 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. Each Offer and
Consent Solicitation is 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. Holders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offers and Consent Solicitations through
authorized 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. 16190 of 29 October 2007, 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 and/or the Offers and Consent
Solicitations.
United Kingdom
The communication of this announcement, the Offer to Purchase
and Consent Solicitation Statement and any other documents or
materials relating to the Offers and Consent Solicitations is not
being made and such documents and/or materials have not been
approved by an authorized 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 persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France
Each Offer and Consent Solicitation is not being made, directly
or indirectly, to the public in the Republic of France ("France").
None of this announcement, the Offer to Purchase and Consent
Solicitation Statement or any other document or material relating
to the Offers and Consent Solicitations 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), acting
for their own account, with the exception of individuals, within
the meaning ascribed to them in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code monétaire et
financier, and applicable regulations thereunder, are eligible to
participate in the Offers and Consent Solicitations. The Offer to
Purchase and Consent Solicitation Statement has not been and will
not be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
Belgium
None of this announcement, the Offer to Purchase and Consent
Solicitation Statement or any other documents or materials relating
to the Offers and Consent Solicitations have been submitted to or
will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autoriteit voor
financiële diensten en markten / Autorité des services et marchés
financiers) and, accordingly, the Offers and Consent Solicitations
may not be made in Belgium by way of a public offering, as defined
in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time.
Accordingly, the Offers and Consent Solicitations may not be
advertised and the Offers and Consent Solicitations will not be
extended, and none of this announcement, the Offer to Purchase and
Consent Solicitation Statement or any other documents or materials
relating to the Offers and Consent Solicitations (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Law
of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated
markets, acting on their own account. Insofar as Belgium is
concerned, the Offer to Purchase and Consent Solicitation Statement
has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers and Consent
Solicitations. Accordingly, the information contained in the Offer
to Purchase and Consent Solicitation Statement may not be used for
any other purpose or disclosed to any other person in Belgium.
Forward-Looking Statements
The above announcement contains "forward-looking" which involve
risks and uncertainties. All statements, other than statements of
historical facts, that are included in or incorporated by reference
into this announcement, or made in presentations, in response to
questions or otherwise, that address activities, events or
developments that the Company expects or anticipates to occur in
the future, including such matters as projections, capital
allocation, future capital expenditures, business strategy,
competitive strengths, goals, future acquisitions or dispositions,
development or operation of power generation assets, market and
industry developments and the growth of its business and operations
(often, but not always, through the use of words or phrases such as
"believes," "plans," "intends," "will likely result," "are expected
to," "will continue," "is anticipated," "estimated," "projection,"
"target," "goal," "objective," "outlook" and similar expressions),
are forward-looking statements. These statements are based on the
Company's current expectations, estimates and assumptions and are
subject to many risks, uncertainties and unknown future events that
could cause actual results to differ materially. Actual results may
differ materially from those set forth in this press release due to
the risks and uncertainties inherent to transactions of this
nature. Any forward-looking statement speaks only as of the date on
which it is made, and except as may be required by applicable law,
the Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a
result of new information, future events or otherwise.
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
TENBDLFLKVFEBBV
(END) Dow Jones Newswires
August 27, 2019 07:11 ET (11:11 GMT)
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