Vodafone Group Public Ltd Co 6-K, filed Aug 12, 2024
Vodafone Group Public Ltd Co (VOD)
6-K
2024-08-12
For: 2024-08-12
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Added on
July 04, 2026
About this 6-K
Vodafone Group Public Ltd Co filed this 6-K on August 12, 2024.
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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
August 12, 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 12
August 2024 entitled ‘EARLY RESULTS OF CAPPED TENDER OFFER
ANNOUNCED’.
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 (A) ARTICLE 7(1) OF UK MAR IN SO FAR AS IT RELATES TO
NOTES ISSUED BY VODAFONE (EACH AS DEFINED BELOW) AND (B) ARTICLE
7(1) OF MAR IN SO FAR AS IT RELATES TO NOTES ISSUED BY VIFD (EACH
AS DEFINED HEREIN)
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES EARLY RESULTS OF
ITS CAPPED TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND EURO
DENOMINATED NOTES DUE 2028 TO 2031
(Newbury,
Berkshire – England) – August 12, 2024 – Vodafone
Group Plc (“Vodafone” or the “Company”)
announces the early results of its previously announced offers to
purchase for cash the outstanding notes of the series described in
the table below (the “Notes”) upon the terms of, and
subject to the conditions in, the offer to purchase dated July 29,
2024 (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,
including the Financing Condition.
On
August 1, 2024, VIFD, an indirect wholly owned subsidiary of the
Company, closed the offering of €600,000,000 3.375% Notes due
2033 (the “New Notes”). The proceeds from the issuance
of the New Notes, together with existing cash balances, are
expected to fund the Offers. As a result, the Financing Condition
has been satisfied with respect to the Offers.
The
following table sets forth the aggregate principal amount of Notes
validly tendered and not validly withdrawn in the Offers at or
prior to 5:00 p.m., New York City time, on August 9, 2024 (the
“Early Tender Time”), as reported by the Information
and Tender Agent:
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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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Aggregate Principal Amount Tendered
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Aggregate Principal Amount
Accepted
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Acceptance Priority
Level
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Proration Factor
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Pool
1 Notes — Offers subject to the Pool 1 Maximum Tender Amount
of €660,000,000(1)
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4.375%
Notes due May 2028 (the “2028 Notes”)
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92857WBK5 /
US92857WBK53 / N/A
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$900,504,000
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$324,735,000
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$324,735,000
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1
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N/A
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3.25%
Notes due March 2029 with a First Par Call Date of December 2, 2028
(the “March 2029 Notes”)(2)
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N/A
/XS2560495462 /1256049546
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€650,000,000
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€271,026,000
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€271,026,000
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2
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N/A
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Pool
2 Notes — Offers subject to the Pool 2 Maximum Tender Amount
of €400,000,000(1)
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1.875%
Notes due November 2029 (the “November 2029
Notes”)
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N/A
/XS1721422068 /172142206
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€750,000,000
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€157,603,000
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€157,603,000
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1
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N/A
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7.875%
Notes due February 2030 (the “2030 Notes”)(3)
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92857TAH0
/US92857TAH05 /N/A
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$744,400,000(3)
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$291,770,000
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$263,354,000
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2
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90.2999%
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Pool
3 Notes — Offers subject to the Pool 3 Maximum Tender Amount
of €290,000,000(1)
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1.60%
Notes due July 2031 (the “2031 Notes”)
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N/A
/XS1463101680 /146310168
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€1,150,000,000
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€335,502,000
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€289,999,000
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N/A
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87.61538%
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Notes:
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(1) To determine
whether the applicable Pool Maximum Tender Amount has been reached,
the applicable aggregate principal amount of the Dollar Notes (as
defined herein) validly tendered has been converted into Euro using
a conversion rate of $1:€0.9204, which was the exchange rate
as of 10:00 a.m. (New York City time) on July 26, 2024 as displayed
on the BFIX screen on Bloomberg. Pool Maximum Tender Amounts
represent the maximum aggregate principal amount that may be
purchased among the relevant series of Notes within the relevant
Pool.
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(2) Issued by Vodafone
International Financing DAC (“VIFD”), an indirectly
wholly owned subsidiary of the Company. The terms and conditions of
the March 2029 Notes provide for an optional call at par (together
with any Accrued Interest (as defined herein) up to (but excluding)
the redemption date) at the VIFD’s option on any date from
(and including) December 2, 2028 (“First Par Call
Date”) to (but excluding) March 2, 2029.
(3) Only the 2030 Notes
issued pursuant to the CUSIP/ISIN shown are subject to the relevant
Offer. The principal amount outstanding shows only amounts held
under the relevant CUSIP/ISIN.
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In
respect of accepted Notes that were delivered at or prior to the
Early Tender Time, the Company expects the Early Settlement Date to
occur on the third business day after the Early Tender Time, August
14, 2024.
Holders
that validly tendered and did not validly withdraw their Notes at
or prior to the Early Tender Time and whose Notes are accepted for
purchase will receive the Total Consideration, together with an
amount equal to the Accrued Interest thereon. The Total
Consideration for each series of Notes accepted for purchase will
be determined at or around 10:00 a.m., New York City time, on
August 12, 2024 in accordance with standard market practices and as
described in the Offer to Purchase. When calculated in this manner,
the Total Consideration already includes the Early Tender
Premium.
The
amount of a series of Notes that will be purchased in the Offers
will be based on the Acceptance Priority Levels set forth in the
table above. As a result, all Pool 1 Notes and Pool 2 Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time having a higher Acceptance Priority Level (with 1 being
higher) will be accepted before any tendered Notes within such Pool
having a lower Acceptance Priority Level (with 2 being
lower).
Because
the aggregate principal amount of Pool 2 Notes and Pool 3 Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time have an aggregate principal amount that exceeds the
relevant Pool Maximum Tender Amount, the Company has accepted Pool
2 Notes and Pool 3 Notes for purchase in accordance with the
applicable Pool Maximum Tender Amount and, where applicable, the
Acceptance Priority Levels and, in respect of the 2030 Notes and
2031 Notes, the Company has accepted such Notes for purchase on a
prorated basis as described in the Offer to Purchase and using the
proration factors specified in the table above. All Pool 1 Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time shall be accepted, without proration.
Because
the applicable Pool Maximum Tender Amount has been reached with
respect to the Pool 2 Notes and Pool 3 Notes based upon the
aggregate principal amount of Pool 2 Notes and Pool 3 Notes
tendered as of the Early Tender Time, Pool 2 Notes and Pool 3 Notes
tendered after the Early Tender Time will not be
accepted.
Holders
who have not yet tendered their Pool 1 Notes have until 5:00 p.m.,
New York City time, on August 26, 2024, unless extended or earlier
terminated by the Company in its sole and absolute discretion (such
date and time, including as extended or earlier terminated, the
“Expiration Date”) to tender their Pool 1 Notes.
Holders of Pool 1 Notes who validly tender their Pool 1 Notes after
the Early Tender Time and at or prior to the Expiration Date in the
manner described in the Offer to Purchase will not be eligible to
receive the Early Tender Premium and will therefore only be
eligible to receive the applicable Total Consideration minus the
applicable Early Tender Premium (the “Late Tender Offer
Consideration”), together with an amount equal to the Accrued
Interest thereon.
In
addition to the Total Consideration and Late Tender Offer
Consideration, as applicable, 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
purchase price for the Dollar Notes and the Euro Notes will be paid
in U.S. Dollars and Euro, respectively. To determine whether the
relevant Pool Maximum Tender Amount has been reached, the aggregate
principal amount of the Dollar Notes validly tendered has been
converted into Euro using a conversion rate of $1:€0.9204,
which was the exchange rate as of 10:00 a.m. (New York City time)
on July 26, 2024 as displayed on the BFIX screen on
Bloomberg.
Vodafone
will issue a press release specifying the applicable Total
Consideration and Late Tender Offer Consideration for each series
of Notes as soon as reasonably practicable after the Price
Determination Date.
For
additional information, please contact the Dealer Managers, 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 NatWest Markets Plc at +1 (800) 231-5830
(toll free) or + 44 20 7678 5222 (in London) or by email to
liabilitymanagement@natwestmarkets.com or
the Information and Tender Agent, Kroll Issuer Services Limited at
+44 20 7704 0880 or by email to vodafone@is.kroll.com, Attention:
Owen Morris.
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.
The New
Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement constitutes an offer to sell
or the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction. Securities may not be offered,
sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United
States Securities Act of 1933, as amended (the “Securities
Act”). The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act).
This
announcement is being made by each of Vodafone Group
Plc and
Vodafone International Financing DAC 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”) in so far as
it relates to Notes issued by Vodafone and (b) Article 7 of MAR in
so far as it relates to Notes issued by VIFD, encompassing
information relating to the Offers described above. For the
purposes of (a) in respect of Vodafone, 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, and
(b) in respect of VIFD, MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, 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 Information and
Tender 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.
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:
August 12, 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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