Vodafone Regulatory News (VOD)

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Vodafone Group Plc: Vantage Towers IPO Price Range

9 March 2021

Vodafone and Vantage Towers set price range for planned IPO of Vantage Towers at €22.50 to €29.00 per share

Digital Colony and RRJ have agreed to buy €950 million of shares at the offer price

· Price range implies a total market capitalisation for Vantage Towers of €11.4 billion to €14.7 billion

· Base offer size of €2.0 billion

· Flexibility to upsize final offering by up to 40% of the base offer size, to €2.8 billion, through the exercise of a 25% upsize option and the greenshoe

· Digital Colony, a leading digital infrastructure investor and operator, has agreed to be a cornerstone investor in the IPO, alongside RRJ, a global equity fund based in Singapore, with commitments of €500 million and €450 million, respectively, subject to certain customary conditions

· Offer period will commence today and end on or around 17 March 2021

· First day of trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) is expected to be on or around 18 March 2021

Vodafone Group Plc and Vodafone GmbH ("Vodafone Germany", and together with Vodafone Group Plc, "Vodafone") and Vantage Towers AG ("Vantage Towers") have set the price range for existing ordinary registered shares with no par value (the "Shares") to be offered in Vantage Towers' planned initial public offering (the "IPO") at between €22.50 and €29.00 per Share. The final offer price will be determined based on a bookbuilding process. The period during which investors may submit purchase orders is to begin today and is expected to end on or around 17 March 2021.

Details of the Offering

The IPO comprises a public offering in Germany and private placements in certain jurisdictions outside Germany. Vodafone is targeting gross proceeds from the base offer of €2.0 billion from the sale of up to 88,888,889 Shares (the "Base Offer"). Vodafone may increase the Base Offer with an amount of up to €500 million, by placing up to 22,222,222 additional Shares with investors in accordance with an upsize option, which Vodafone may exercise in agreement with the Joint Global Co-ordinators, representing up to 25% of the Base Offer (the "Upsize Option"). Finally, Vodafone has made available up to 13,333,333 Shares, worth up to a further €300 million, to cover possible over-allotments, representing 15% of the maximum number of Shares offered in the Base Offer (the "Over Allotment Shares"). Vodafone has granted a greenshoe option to the underwriters to acquire the Over-Allotment Shares at the Offer Price (the "Greenshoe Option"). The maximum offer size assuming the Upsize Option and the Greenshoe Option are both exercised in full will be €2.8 billion, which combined would represent 19.1% to 24.6% of Vantage Towers' outstanding share capital.

Digital Colony, a leading digital infrastructure investor and operator, has agreed to be a cornerstone investor in the IPO, alongside RRJ, a global equity fund based in Singapore. Subject to certain customary conditions, Digital Colony and RRJ have agreed to purchase Shares in the IPO at the offer price, with commitments of €500 million and €450 million respectively.

Vodafone will receive all of the net proceeds from the potential sale of Shares under the Base Offer, Upsize Option and any Over-Allotment Shares acquired pursuant to the Greenshoe Option. Vantage Towers will not receive any proceeds from, or incur any costs in connection with, the IPO.

Based on the order book prepared during the bookbuilding process, the final offer price per Share and the final number of Shares placed are expected to be determined on or around 17 March 2021. Trading of the Shares on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) is expected to begin on or around 18 March 2021 under the trading symbol "VTWR" and ISIN: DE000A3H3LL2.

Vantage Towers, Vodafone Germany and Digital Colony have each agreed to a lock-up period of 180 calendar days, subject to certain customary exceptions.

The securities prospectus is available on Vantage Towers' website www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo section.

IPO Syndicate

Vodafone and Vantage Towers have engaged BofA Securities, Morgan Stanley and UBS as Joint Global Co-ordinators and Joint Bookrunners, and Barclays, Berenberg, BNP Paribas, Deutsche Bank, Goldman Sachs and Jefferies as Joint Bookrunners.

About Vantage Towers

Vantage Towers is a leading towers company in Europe with approximately 82,000 macro sites in 10 countries, connecting people, businesses and devices in cities and rural areas.

The company was founded in 2020. Its headquarters are in Düsseldorf, Germany. Vantage Towers' portfolio includes towers, masts, rooftop sites, distributed antenna systems (DAS) and small cells. By building, operating and leasing this passive infrastructure to Vodafone and other network operators, Vantage Towers is making a significant contribution to better connectivity and the sustainable digitisation of Europe.

For more information, please visit our website at www.vantagetowers.com, follow us on Twitter at @VantageTowers or connect with us on LinkedIn at www.linkedin.com/company/vantagetowers.

About Vodafone

Vodafone is a leading telecommunications company in Europe and Africa. Our purpose is to "connect for a better future" and our expertise and scale gives us a unique opportunity to drive positive change for society. Our networks keep family, friends, businesses and governments connected and - as COVID-19 has clearly demonstrated - we play a vital role in keeping economies running and the functioning of critical sectors like education and healthcare.

Vodafone is the largest mobile and fixed network operator in Europe and a leading global IoT connectivity provider. Our M-Pesa technology platform in Africa enables over 45 million people to benefit from access to mobile payments and financial services. We operate mobile and fixed networks in 21 countries and partner with mobile networks in 48 more. As of 31 December 2020 we had over 300 million mobile customers, more than 27 million fixed broadband customers, over 22 million TV customers and we connected more than 118 million IoT devices.

We support diversity and inclusion through our maternity and parental leave policies, empowering women through connectivity and improving access to education and digital skills for women, girls, and society at large. We are respectful of all individuals, irrespective of race, ethnicity, disability, age, sexual orientation, gender identity, belief, culture or religion.

Vodafone is also taking significant steps to reduce our impact on our planet by reducing our greenhouse gas emissions by 50% by 2025 and becoming net zero by 2040, purchasing 100% of our electricity from renewable sources by 2025, and reusing, reselling or recycling 100% of our redundant network equipment.

References to Vodafone in this section are to Vodafone Group Plc and references to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless otherwise stated.

For more information, please visit www.vodafone.com, follow us on Twitter at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.

For more information, please contact:

Investor Relations Media Relations

Investors.vodafone.com Vodafone.com/media/contact

ir@vodafone.co.uk GroupMedia@vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 

 IMPORTANT NOTICE

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. The planned offering and listing of the shares of Vantage Towers on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will be made solely by means of, and on the basis of, the published securities prospectus (including any supplements thereto, if any). An investment decision regarding the publicly offered securities of Vantage Towers should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from Vantage Towers, Prinzenallee 11 - 13, D-40549, Düsseldorf, Germany, and on Vantage Towers' website www.vantagetowers.com under the section www.vantagetowers.com/investors/ipo section.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

In any EEA Member State, other than Germany, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").

In the United Kingdom, this publication is being distributed only to and is directed only at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) are persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons").

The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Forward-looking Statements

This announcement contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995 with relation to the IPO, including its terms and committed investors.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "anticipates", "aims", "could", "may", "should", "expects", "believes", "intends", "plans", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Vodafone or any member of the Vodafone group, including Vantage Towers or any member of Vantage Towers, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement.

Subject to compliance with applicable law and regulations, neither Vodafone nor Vantage Towers nor BofA Securities Europe SA, Morgan Stanley Europe SE, UBS AG London Branch, Barclays Bank Ireland PLC, Joh. Berenberg, Gossler & Co. KG, BNP PARIBAS, Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE and Jefferies GmbH (together, the "Underwriters") nor their respective affiliates intend to update, review, revise or conform any forward looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

The Underwriters are acting exclusively for Vantage Towers and the selling shareholder and no-one else in connection with the planned IPO. They will not regard any other person as their respective clients in relation to the planned IPO and will not be responsible to anyone other than Vantage Towers and the selling shareholder for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned IPO, the Underwriters and their respective affiliates may take up a portion of the shares offered in the planned IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Vantage Towers or related investments in connection with the planned IPO or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of Vantage Towers. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective 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 release (or whether any information has been omitted from the release) or any other information relating to Vantage Towers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

To cover potential over-allotments, Vodafone Germany has agreed to make available up to 13,333,333 Shares of Vantage Towers to the Underwriters. In addition, Vodafone Germany has granted the Underwriters an option to acquire a number of Shares equal to the number of Shares allotted to cover over-allotments during the Stabilisation Period (as defined below). In connection with the placement of Shares, Morgan Stanley Europe SE will act as the stabilisation manager and may, as stabilisation manager, make over-allotments and take stabilisation measures in accordance with legal requirements (Art. 5(4) and (5) of Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) to support the market price of the Shares and thereby counteract any selling pressure. The stabilisation manager is under no obligation to take any stabilisation measures. Therefore, stabilisation may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the Shares is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected on or around 18 March 2021, and must be terminated no later than 30 calendar days after this date (the "Stabilisation Period"). Stabilisation transactions aim at supporting the market price of Shares during the Stabilisation Period. These measures may result in the market price of Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.