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
September 09, 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 09
September 2025 entitled ‘Vodafone Group Plc launches USD Cash
Tender Offer’.
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
9 September 2025
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES ANY AND ALL CASH
TENDER OFFER FOR USD CAPITAL SECURITIES DUE 2081
(Newbury, Berkshire - England) - September 9, 2025 - Vodafone Group
Plc ("Vodafone" or the "Company") announces the launch of its offer
to purchase for cash (the "Offer") any and all of its outstanding
U.S.$500,000,000 NC5.25 Capital Securities Due 2081 with a current
coupon of 3.25% and its first call date in 2026 (the "Notes"), of
which U.S.$500,000,000 is outstanding upon the terms of, and
subject to the conditions in, the offer to purchase dated September
9, 2025 (the "Offer to Purchase"), including the New Financing
Condition (as defined below).
Capitalised terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to
Purchase.
Noteholders are advised to read carefully the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Offer. All documentation relating to the
Offer, including the Offer to Purchase, together with any updates,
are available at the following website:
https://deals.is.kroll.com/vodafone.
The following table sets forth certain terms of the
Offer:
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Description of the Securities
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ISIN/CUSIP
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Coupon until the First Reset Date
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First Reset Date
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Outstanding Principal Amount
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Early Tender Total Consideration(1)(3)
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EarlyTender Premium(1)
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Tender Consideration(2)(3)
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Amount subject to the Offer
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U.S.$500,000,000
NC5.25 Capital Securities Due 2081 (the "Notes")
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ISIN:
US92857WBV19
CUSIP:
92857W BV1
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3.250%
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September
4, 2026
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U.S.$500,000,000
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98.90%
(equal
to U.S.$989.00 per U.S.$1,000 principal amount of
Notes)
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3.00%
(equal
to U.S.$30.00 per U.S.$1,000 principal amount of
Notes)
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95.90%
(equal
to U.S.$959.00 per U.S.$1,000 principal amount of
Notes)
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Any and
all
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Notes:
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(1)
Expressed as a percentage of the principal amount of the Notes
validly tendered at or prior to the Early Tender Deadline and which
are accepted for purchase by the Company. The Early Tender Total
Consideration is the sum of the Early Tender Premium and the Tender
Consideration. For avoidance of doubt, the Early Tender Premium is
already
included in the
Early Tender Total Consideration set out above, and is not payable
in addition.
(2)
Expressed as a percentage of the principal amount of the Notes
validly tendered after the Early Tender Deadline but at or prior to
the Expiration Deadline and which are accepted for purchase by the
Company.
(3)
Does not include Accrued Interest, which will be paid in addition
to the Early Tender Total Consideration or Tender Consideration, as
the case may be.
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All Notes accepted in the Offer will be cancelled and retired by
the Company.
Purpose of the Offer
The Offer, the Concurrent Euro Tender Offer (as defined below) and
the issuance of the New Notes (as defined below) are being
undertaken to, among other things, proactively manage the Company's
hybrid capital portfolio.
Concurrent Euro Tender Offer
Concurrently with the launch of the Offer, the Company has
commenced a cash tender offer to purchase any and all of its
outstanding €1,000,000,000 Capital Securities due 2080, with
a current coupon of 2.625% and its first call date in 2026, of
which €1,000,000,000 is outstanding (the "Concurrent Euro
Tender Offer"). The Concurrent EUR Tender Offer is not conditional
on the Offer and the Offer is not conditional on the Concurrent EUR
Tender Offer.
The Concurrent EUR Tender Offer is being made solely on the terms
and subject to the conditions set forth in the tender offer
memorandum dated September 9 2025.
None of this announcement, the Offer to Purchase nor the Offer
constitutes an offer to purchase any notes in the concurrent Euro
Tender Offer.
The Concurrent Euro Tender Offer is not being made, and will not be
made, directly or indirectly, in or into the United
States.
New Financing Condition
The Company is today, September 9, 2025, announcing its intention
to issue new Euro-denominated hybrid securities (the "New Notes").
Whether the Company will accept for purchase any Notes validly
tendered in the Offer and complete the Offer is subject, without
limitation, to the successful completion (in the sole and absolute
determination of the Company) of the issuance of the New Notes (the
"New Financing Condition").
Amount subject to the Offer and Acceptance Amount
The Company intends to accept for purchase any and all Notes
validly tendered pursuant to the Offer on the terms and subject to
the conditions contained in the Offer to Purchase; however, until
the Company announces the results of the Offer, no assurance can be
given that any tenders will be accepted. The acceptance of any
Notes for purchase is at the sole and absolute discretion of the
Company and the Company reserves the sole and absolute right not to
accept any Notes for purchase. No pro-ration will be applied to
Tender Instructions that are accepted pursuant to the
Offer.
Tender Consideration, Early Tender Premium and Early Tender Total
Consideration
On the Early Tender Settlement Date, Noteholders that validly
tender their Notes (and do not validly withdraw such Notes) at or
before the Early Tender Deadline, if the Company accepts the tender
of such Notes, will receive (subject to the terms and conditions
set forth in the Offer to Purchase, including the New Financing
Condition) the Early Tender Total Consideration (which already
includes the Early Tender Premium). The Early Tender Total
Consideration payable for Notes validly tendered and accepted for
purchase will be equal to 98.90% of the principal amount of the
Notes, equivalent to U.S.$989.00 per U.S.$1,000 principal amount of
the Notes. The Early Tender Total Consideration is equal to the sum
of the Tender Consideration and the Early Tender Premium. For the
avoidance of doubt, the Early Tender Premium is already included
within the Early Tender Total Consideration and is not in addition
to the Early Tender Total Consideration.
Noteholders that validly tender their Notes after the Early Tender
Deadline but at or before the Expiration Deadline will be paid
(subject to the terms and conditions set forth in the Offer to
Purchase, including the New Financing Condition) the Tender
Consideration. The Tender Consideration payable for Notes validly
tendered and accepted for purchase will be equal to 95.90% of the
principal amount of the Notes, equivalent to U.S.$959.00 per
U.S.$1,000 principal amount of the Notes.
Accrued Interest
In addition to the applicable consideration, Noteholders 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 Offer. For avoidance of doubt,
interest will cease to accrue on the Settlement Date for all Notes
accepted in the Offer.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates relating to
the Offer:
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Date
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Calendar Date
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Commencement
Date
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September
9, 2025.
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Withdrawal
Deadline
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5:00
p.m., New York City time, on September 22, 2025, unless extended,
re-opened, amended, or earlier terminated by the Company, in each
case in accordance with the Offer to Purchase, subject to
applicable law.
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Early
Tender Deadline
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5:00
p.m., New York City time, on September 22, 2025, unless extended,
re-opened, amended, or earlier terminated by the Company, in each
case in accordance with the Offer to Purchase, subject to
applicable law.
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Announcement of
Early Tender Acceptance, Early Tender Results, and Satisfaction of
the New Financing Condition
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As soon
as practicable on September 23, 2025, subject to satisfaction or
waiver of the New Financing Condition and the other conditions
described in the Offer to Purchase.
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Early
Tender Settlement Date
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In
respect of Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase, the Company expects the Early Tender Settlement Date to
occur on September 24, 2025.
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Expiration
Deadline
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5:00
p.m., New York City time, on October 7, 2025, unless extended,
re-opened, amended, or earlier terminated by the Company, in each
case in accordance with the Offer to Purchase, subject to
applicable law.
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Announcement
of Final Results
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As soon
as practicable on October 8, 2025.
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Late
Tender Settlement Date
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In
respect of Tender Offer Notes that are validly tendered after the
Early Tender Time but at or prior to the Expiration Deadline and
accepted for purchase, the Company expects the Late Tender
Settlement Date to occur on October 9, 2025.
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The relevant deadline set by any intermediary or DTC for
participation in the Offer may be earlier than this
deadline.
The acceptance of Notes for purchase is conditional on the
satisfaction of the conditions of the Offer as provided in "Further
Information and Terms and Conditions" and "The Offer" in the Offer
to Purchase, including the New Financing Condition.
The Company has retained Merrill Lynch International as Dealer
Manager and Kroll Issuer Services Limited as Tender and Information
Agent (the "Tender and Information Agent") for the purposes of the
Offer.
Questions regarding procedures for tendering Notes may be directed
to the Tender and Information Agent at +44 20 7704 0880 or by email
to [email protected], Attention: Owen Morris / David Shilson.
Questions regarding the Offer may be directed to Merrill Lynch
International at +44 207 996 5420 (in London) or +1 (888) 292-0070
(U.S. toll free) or by email to [email protected].
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 Offer is 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
Offer.
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 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 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 Offer 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
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
Offer will not be accepted from Noteholders) 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 Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdiction, the Offer shall be deemed to be
made by the Dealer Manager or affiliate, as the case may be, on
behalf of the Company in such jurisdiction.
Each tendering Noteholder participating in the Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to below and generally as set out in the section titled
"Procedures for Participating in the Offer". Any tender of Notes
for purchase pursuant to the Offer from a Noteholder that is unable
to make these representations will not be accepted. Each of the
Company, the Dealer Manager 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 Offer, whether any such representation given by a
Noteholder 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.
Italy
None of the Offer, this announcement, the Offer to Purchase or any
other documents or materials relating to the Offer 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. The 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 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. Noteholders that are located in Italy can tender Notes for
purchase in the Offer through authorized 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 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 1
September 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 Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Offer 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 Offer 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 Offer is not being made, directly or indirectly, and neither
this announcement, the Offer to Purchase nor any other document or
material relating to the Offer 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"). Neither this announcement,
the Offer to Purchase nor any other document or materials relating
to the Offer has 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 Offer 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
Marches financiers"/"Autoriteit voor
Financiële Diensten en Markten"). In Belgium, the Offer does 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 Offer
may not be, and is 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" ("investisseur
qualifié"/"gekwalificeerede
belegge") within the meaning of
Article 2(e) of the Prospectus Regulation acting on their own
account. Insofar as Belgium is concerned, the Offer is 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.
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 Group
Vodafone is a leading European and African telecoms
company.
We serve over 355 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 over 215 million IoT connections, and we provide
financial services to around 92 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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Media Relations:
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Vodafone.com/media/contact
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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:
September 09, 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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