Vodafone Regulatory News (VOD)

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 £300,000,000 of the outstanding £600,000,000 zero-coupon equity-linked bonds due 2020issued 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 £97,000 per £100,000 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 £183,900,000.

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.