Vodafone Group Public Ltd Co 6-K, filed Jul 15, 2025
Vodafone Group Public Ltd Co (VOD)
6-K
2025-07-15
For: 2025-07-15
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Added on
April 11, 2026
About this 6-K
Vodafone Group Public Ltd Co filed this 6-K on July 15, 2025.
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 15, 2025
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 15
July 2025 entitled ‘VODAFONE ANNOUNCES PRICING OF CASH TENDER
OFFERS’.
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 UK MAR
15 July 2025
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES PRICING AND
ACCEPTANCE AMOUNTS OF ITS CASH TENDER OFFERS OF CERTAIN U.S. DOLLAR
AND STERLING DENOMINATED NOTES DUE 2043 TO 2059 AND EXTENSION OF
EARLY TENDER PREMIUM
(Newbury, Berkshire - England) - July 15, 2025 - Vodafone
Group Plc ("Vodafone" or the "Company") announced today the pricing
of its previously announced offers to purchase for cash the
outstanding series of notes listed in the table below (the "Notes")
upon the terms of, and subject to the conditions set out in, the
offer to purchase dated June
30, 2025 (the
"Offer to Purchase").
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." Capitalised
terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer to
Purchase.
Pricing and Early Acceptance of Offers
Upon the terms and subject to the conditions set forth in the Offer
to Purchase, the Total Consideration (as defined in the Offer to
Purchase) for the Notes is set forth in the following
table:
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Title of Security
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CUSIP/ISIN /Common Code
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Principal Amount Outstanding
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Acceptance Priority Level(1)
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Sub-Cap(2)
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Aggregate Principal Amount Tendered
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Aggregate Principal Amount Accepted
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Reference Yield
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Fixed Spread (basis points)
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Total Consideration (3)(4)
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USD
4.25% Notes due September 17, 2050 (the "2050 Notes")
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92857WBU3
/ US92857WBU36 / N/A
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$1,500,000,000
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1
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$750,000,000(4)
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$671,058,000
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$671,058,000
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5.014%
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100
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$772.64
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USD
5.125% Notes due June 19, 2059 (the "2059 Notes")
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92857WBT6
/ US92857WBT62 / N/A
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$500,000,000
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2
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N/A
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$196,695,000
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$196,695,000
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5.014%
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105
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$865.51
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GBP
3.00% Notes due August 12, 2056 (the "2056 Notes")
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N/A /
XS1472483772 / 147248377
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£1,000,000,000
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3
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N/A
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£677,854,000
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£677,854,000
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5.462%
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80
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£549.41
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USD
4.875% Notes due June 19, 2049 (the "USD 2049 Notes")
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92857WBS8
/ US92857WBS89 / N/A
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$1,750,000,000
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4
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N/A
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$563,960,000
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$563,960,000
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5.014%
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100
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$856.46
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GBP
3.375% notes due August 8, 2049 (the "GBP 2049 Notes")
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N/A /
XS1468494239 / 146849423
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£800,000,000
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5
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N/A
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£464,109,000
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£464,109,000
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5.389%
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80
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£643.78
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USD
5.25% Notes due May 30, 2048 (the "2048 Notes")
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92857WBM1
/ US92857WBM10 / N/A
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$1,443,947,000
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6
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N/A
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$185,834,000
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$185,834,000
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5.008%
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95
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$912.13
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USD
4.375% Notes due February 19, 2043 (the "2043 Notes")
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92857WBD1
/ US92857WBD11 / N/A
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$751,064,000
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7
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N/A
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$47,313,000
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$47,313,000
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5.008%
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70
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$853.21
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Notes:
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(1)
The Offers are subject to the Maximum Tender Amount and Acceptance
Priority Levels.
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(2)
The 2050 Sub-Cap, as set out in Table I above, represents the
maximum aggregate principal amount of 2050 Notes that shall be
purchased by the Company, subject to the applicable Maximum Tender
Amount.
(3)
The Total Consideration in respect of each series of the Notes were
calculated at or around 10:30 a.m., New York City time, today (the
"Price Determination Date") in accordance with standard market
practice, as described in the Offer to Purchase.
(4)
For each $1,000 or £1,000, as applicable, principal amount of
Notes validly tendered at or prior to 5:00 p.m., New York City
time, on July 29, 2025 (the "Expiration Date") calculated in
accordance with standard market practice, as described in the Offer
to Purchase. The Company has announced today that it has amended
the terms and conditions of the Offers to extend the deadline for
receiving the applicable Early Tender Premium with respect to each
series of Notes through to the Expiration Date. The amounts shown
already include the Early Tender Premium.
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Results of the Offers at the Early Tender Deadline were announced
on July 15, 2025. The amount of a series of Notes that will be
purchased in the Offers has been determined in accordance with the
acceptance priority levels set forth in the table above (each an
"Acceptance Priority Level"), with 1 being the highest Acceptance
Priority Level and 7 being the lowest Acceptance Priority Level,
subject to the Maximum Tender Amount and, with respect to the 2050
Notes, the 2050 Sub-Cap. As indicated in the table above, all Notes
that were validly tendered prior to the Early Tender Deadline have
been accepted in full, without proration.
Subject to the terms and conditions of the Offers, Holders that
validly tendered and did not validly withdraw their Notes at or
prior to the Early Tender Deadline and whose Notes are accepted for
purchase by the Company will be eligible to receive the applicable
Total Consideration, which already includes the Early Tender
Premium, together with an amount equal to the Accrued Interest. The
Company expects the Early Settlement Date to occur on the second
business day after the Early Tender Deadline, July 17,
2025.
Expiration Deadline and Extension of Early Tender
Premium
The Offers for the Notes will expire at 5:00 p.m., New York City
time, on July 29, 2025 (such date and time, as the same may be
extended, the "Expiration Date"). In addition, the Company
announced today that it has amended the terms and conditions of the
Offers to extend the deadline for receiving the applicable Early
Tender Premium with respect to each series of Notes through to the
Expiration Date, unless extended or earlier terminated.
Accordingly, subject to the Maximum Tender Amount, the Acceptance
Priority Levels and the 2050 Sub-Cap, Holders who validly tender
their Notes following the Early Tender Deadline and at or prior to
the Expiration Date will now receive the applicable Total
Consideration (which includes the applicable Early Tender Premium)
for such Notes accepted for purchase.
The Withdrawal Deadline has passed and has not been extended. Notes
tendered pursuant to the Offers may no longer be withdrawn, except
as required by law.
The "Final Tender Results Announcement Date" is expected to be July
30, 2025, unless the Offers are extended. In respect of Notes that
are validly tendered after the Early Tender Deadline and at or
prior to the Expiration Date and accepted for purchase, the Company
expects the Final Settlement Date to occur on the second business
day after the Expiration Date, July 31, 2025.
In addition to the applicable Total 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.
The consummation of the Offers and the Company's obligation to
accept and pay for the Notes validly tendered (and not validly
withdrawn) pursuant to the Offers are subject to the satisfaction
or waiver of certain conditions described in the Offer to Purchase
and subject to the Maximum Tender Amount. The Company reserves the
right, subject to applicable law, to amend or waive any and all
conditions to the Offers.
The purchase price for the Dollar Notes and the Sterling Notes will
be paid in U.S. Dollars and Sterling, respectively. To determine
whether the Maximum Tender Amount has been reached at any given
point, the aggregate applicable purchase price payable (excluding
Accrued Interest) for the Dollar Notes and the Sterling Notes
validly tendered was or will be converted into Euro using a
conversion rate of $1: €0.8573 with respect to the Dollar
Notes and £1: €1.1510 with respect to the Sterling
Notes, which were the exchange rates as of 5:00 p.m., New York City
time, on the Early Tender Deadline as reported on the Bloomberg
screen page "BFIX" under the headings "USDEUR" and "GBPEUR",
respectively.
Holders of Notes 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
beneficial owner in order for that beneficial owner to be able to
participate in, or (in the circumstances in which revocation is
permitted) revoke their instruction to participate in the Offers
before the deadlines specified herein and in the Offer to Purchase.
The deadlines set by any such intermediary and the applicable
Clearing System for participation in the Offers may be earlier than
the relevant deadlines specified herein and in the Offer to
Purchase.
The Company has retained Merrill Lynch International, and Deutsche
Bank AG, London Branch and Deutsche Bank Securities Inc.
(collectively, "Deutsche Bank Securities"), as Dealer Managers and
Kroll Issuer Services Limited as Tender and Information Agent (the
"Tender and Information Agent") for the purposes of the
Offers.
Questions regarding procedures for tendering the Notes may be
directed to the Tender and Information Agent at +44 20 7704 0880 or
by email to vodafone@is.kroll.com, Attention: Owen Morris.
Questions regarding the Offers may be directed to Merrill Lynch
International at +44 207 996 5420 (in London), +1 (888) 292-0070
(U.S. toll free) or +1 (980) 387-3907 (U.S.) or by email to
DG.LM-EMEA@bofa.com and to Deutsche Bank Securities at +1 (866)
627-0391 (U.S. toll free), +1 (212) 250-2955 (U.S.) or + 44 20 7545
8011 (in London).
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.
This announcement is being made by Vodafone Group
Plc and
contains information that qualified or may have qualified as inside
information for the purposes of (a) Article 7(1) of the Market
Abuse Regulation (EU) 596/2014 ("MAR") 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 documents or materials relating to the Offers 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 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 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 none of
this announcement, the Offer to Purchase or 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"). None of this announcement,
the Offer to Purchase or 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 are 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, have 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 Offers 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 Tender and Information 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.
ENDS
About Vodafone
Vodafone is a leading European and African telecoms
company.
We serve over 340 million mobile and broadband customers, operating
networks in 15 countries with investments in a further five and
partners in over 40 more. Our undersea cables transport around a
sixth of the world's internet traffic, and we are developing a new
direct-to-mobile satellite communications service to connect areas
without coverage. Vodafone runs one of the world's largest IoT
platforms, with 205 million IoT connections, and we provide
financial services to around 88 million customers across seven
African countries - managing more transactions than any other
provider.
From the seabed to the stars, Vodafone's purpose is to keep
everyone connected.
For more information, please visit www.vodafone.com follow
us on X at @VodafoneGroup or connect with us on LinkedIn
at www.linkedin.com/company/vodafone.
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For more information, please contact:
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Investor Relations:
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investors.vodafone.com
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ir@vodafone.co.uk
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Media Relations:
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Vodafone.com/media/contact
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GroupMedia@vodafone.com
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Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No.
1833679
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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 15, 2025
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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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