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
February 12, 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 12
February 2025 entitled ‘Final Results of US Tender Offers
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
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF
TENDER OFFERS FOR U.S. DOLLAR NOTES DUE 2025 AND 2028
(Newbury, Berkshire - England) - February 12, 2025 - Vodafone Group
Plc ("Vodafone" or the "Company") announces today the results of
its previously announced offers to purchase for cash in two
concurrent, but separate offers, any and all of its outstanding (i)
4.125% Notes due May 2025 (the "Fixed Price Notes"), of which
$734,128,000 is outstanding, and (ii) 4.375% Notes due May 2028
(the "Fixed Spread Notes" and, together with the Fixed Price Notes,
the "Notes"), of which $575,122,000 is outstanding, which were made
upon the terms of, and subject to the conditions in, the offer to
purchase dated February 5, 2025 (the "Offer to Purchase") and the
accompanying notice of guaranteed delivery (the "Notice of
Guaranteed Delivery" and, together with the Offer to Purchase, the
"Tender Offer Documents").
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.
The Offers expired at 5:00 p.m., New York City time, on February
11, 2025 (the "Expiration Time"). In accordance with the terms of
the relevant Offer, the Company is accepting for purchase any and
all of the Notes validly tendered and not validly
withdrawn.
The following table sets forth the aggregate principal amount of
the Notes validly tendered at or prior to the Expiration Time and
not validly withdrawn, according to information provided by Kroll
Issuer Services Limited, the Tender and Information Agent (the
"Tender and Information Agent") for the Offers:
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Title of Security
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CUSIP / ISIN
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Principal Amount
Previously
Outstanding
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Principal Amount
Tendered and Accepted(1)
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Principal Amount
Remaining Outstanding(2)
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Purchase Price
Consideration(3)
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4.125%
Notes
due May
2025
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92857WBJ8
/
US92857WBJ80
|
$734,128,000
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$226,409,000
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$507,719,000
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$1,000
|
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4.375%
Notes
due May
2028
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92857WBK5/
US92857WBK53
|
$575,122,000
|
$151,570,000
|
$423,552,000
|
$995.43
|
(1) The respective
principal amounts of the Notes tendered pursuant to the Offers
include $13,781,000 aggregate principal amount of
Fixed Price Notes and $5,885,000 aggregate principal amount of
Fixed Spread Notes tendered pursuant to the Guaranteed Delivery
Procedures, the acceptance of which remains subject to the valid
delivery at or prior to 5:00 p.m., New York City time, on February
12, 2025 (the "Guaranteed Delivery Date") of such Notes, pursuant
to the terms and subject to the conditions set forth in the Offer
to Purchase.
(2)
The principal amount of the Notes remaining outstanding listed in
the table above assumes that the Notes tendered pursuant to the
Guaranteed Delivery Procedures will be validly tendered at or prior
to the Guaranteed Delivery Date and accepted for purchase pursuant
to the Offers.
(3)
Per $1,000 in principal amount of the Notes validly tendered and
not validly withdrawn at or prior to the Expiration Time or the
Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures, and accepted for purchase.
In addition to the Purchase Price Consideration, Holders whose
Notes are accepted for purchase will be paid the Accrued Interest.
Interest will cease to accrue on the Settlement Date for all Notes
accepted in the Offers.
In respect of accepted Notes that were delivered at or prior to the
Expiration Time, the Company expects the Settlement Date to occur
on the third business day after the Expiration Time, February 14,
2025. In respect of accepted Notes that are delivered pursuant to
the Guaranteed Delivery Procedures, the Company expects the
Guaranteed Delivery Settlement Date to occur on the second business
day after the Guaranteed Delivery Date, February 14,
2025.
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
[email protected] and to Barclays Capital Inc. at +1 (800)
438-3242 (toll free), +1 (212) 528-7581 or +44 203 134 8515 (in
London) or by email to [email protected] or the Tender and
Information Agent, Kroll Issuer Services Limited at +44 20 7704
0880 or by email to [email protected], 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.
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 the Company, the Dealer
Managers and the Tender and Information Agent to inform themselves
about and to observe any such restrictions.
Offer and Distribution Restrictions
Italy
None of the Offers, this announcement, the Offer to Purchase or any
other document or materials relating to the Offers has 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 Offers are 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 neither
this announcement, the Offer to Purchase nor 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"). Neither this announcement,
the Offer to Purchase nor 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 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, has 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.
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:
February 12, 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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