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
June 30, 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 30
June 2025 entitled ‘Vodafone Group Plc launches Cash Tender
Offers’.
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
30 June 2025
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CASH TENDER OFFERS
FOR UP TO €2,000,000,000 (EQUIVALENT) IN AGGREGATE PRINCIPAL
AMOUNT OF CERTAIN U.S. DOLLAR AND STERLING DENOMINATED NOTES DUE
2043 TO 2059
(Newbury, Berkshire - England) - June 30, 2025 - Vodafone
Group Plc ("Vodafone" or the "Company") announces the launch of its
offers to purchase for cash in concurrent, but separate, offers for
the outstanding series of notes listed in the table below (the
"Notes") for an aggregate purchase price (excluding Accrued
Interest, as defined herein) of up to €2,000,000,000
equivalent (the "Maximum Tender Amount"),(1) and
based on the respective order of priority (each an "Acceptance
Priority Level" and together, the "Acceptance Priority Levels"), as
applicable, for such series, as set forth in the table below. 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."
Subject to the Maximum Tender Amount, the maximum aggregate
principal amount of the USD-denominated 4.25% Notes due 2050 (the
"2050 Notes") to be purchased by the Company will be $750,000,000
(such amount, as may be increased or decreased, the "2050
Sub-Cap"). The Offers are subject to the terms of, and conditions
set out in, the offer to purchase dated June
30, 2025 (the
"Offer to Purchase"), including the Financing Condition (as defined
herein).
|
Title of Security
|
|
Principal Amount Outstanding
|
|
CUSIP/ISIN /Common Code
|
|
Acceptance PriorityLevel
|
|
Sub-Cap(2)
|
|
Early Tender Premium(3)
|
|
Reference Security
|
|
Bloomberg Reference Page/Screen
|
|
Fixed Spread(basis points)
|
|
|
USD
4.25% Notes due September 17, 2050 (the "2050 Notes")
|
|
$1,500,000,000
|
|
92857WBU3 /
US92857WBU36 / N/A
|
|
1
|
|
$750,000,000(4)
|
|
$50
|
|
UST
4.625% due February 15, 2055
|
|
FIT1
|
|
100
|
|
|
USD
5.125% Notes due June 19, 2059 (the "2059 Notes")
|
|
$500,000,000
|
|
92857WBT6 /
US92857WBT62 / N/A
|
|
2
|
|
N/A
|
|
$50
|
|
UST
4.625% due February 15, 2055
|
|
FIT1
|
|
105
|
|
|
GBP
3.00% Notes due August 12, 2056 (the "2056 Notes")
|
|
£1,000,000,000
|
|
N/A /
XS1472483772 / 147248377
|
|
3
|
|
N/A
|
|
£50
|
|
UK Gilt
4.25% due December 7, 2055
|
|
FIT
GLT10-50
|
|
80
|
|
|
USD
4.875% Notes due June 19, 2049 (the "USD 2049 Notes")
|
|
$1,750,000,000
|
|
92857WBS8 /
US92857WBS89 / N/A
|
|
4
|
|
N/A
|
|
$50
|
|
UST
4.625% due February 15, 2055
|
|
FIT1
|
|
100
|
|
|
GBP
3.375% notes due August 2049 (the "GBP 2049 Notes")
|
|
£800,000,000
|
|
N/A /
XS1468494239 / 146849423
|
|
5
|
|
N/A
|
|
£50
|
|
UK Gilt
1.75% due January 22, 2049
|
|
FIT
GLT10-50
|
|
80
|
|
|
USD
5.25% Notes due May 30, 2048 (the "2048 Notes")
|
|
$1,443,947,000
|
|
92857WBM1 /
US92857WBM10 / N/A
|
|
6
|
|
N/A
|
|
$50
|
|
UST
5.00% due May 15, 2045
|
|
FIT1
|
|
95
|
|
|
USD
4.375% Notes due February 19, 2043 (the "2043 Notes")
|
|
$751,064,000
|
|
92857WBD1 /
US92857WBD11 / N/A
|
|
7
|
|
N/A
|
|
$50
|
|
UST
5.00% due May 15, 2045
|
|
FIT1
|
|
70
|
|
|
Notes:
|
|
|
(1) To
determine whether the Maximum Tender Amount has been reached, where
required, we will convert the applicable aggregate purchase price
payable (excluding Accrued Interest) with respect to the Notes
validly tendered into Euro using the applicable exchange rate
described under "The Terms of the Offers-Maximum Tender Amount;
Acceptance Priority Levels and Proration." The Maximum Tender
Amount may be increased or decreased at the Company's sole and
absolute discretion.
|
|
|
(2) The
2050 Sub-Cap, as set out in Table I above, represents the maximum
aggregate principal amount of 2050 Notes that shall be purchased by
the Company, subject to the applicable Maximum Tender Amount. The
Maximum Tender Amount and 2050 Sub-Cap may be increased or
decreased.
(3) Per
$1,000 or £1,000, as applicable, principal amount of Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase. For the avoidance of
doubt, the Early Tender Premium is already included within the
Total Consideration (which, in the case of all Notes, will be
calculated using the Fixed Spread over the relevant Reference Yield
(with such sum being annualized in the case of the Sterling Notes
for the purposes of such calculation) as described herein), and is
not in addition to the Total Consideration.
|
|
The Notes denominated in U.S. Dollars are referred to herein as
"Dollar Notes," and the Notes denominated in Sterling are referred
to herein as "Sterling Notes." Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Offer to Purchase, together with any updates,
are available at the following website:
https://deals.is.kroll.com/vodafone.
All Notes accepted in the Offers will be cancelled and retired by
the Company.
Purpose of the Offers
The Offers and the issuance of the New Notes (as defined herein)
are being undertaken to, among other things, proactively manage the
Company's outstanding debt portfolio.
Financing Condition
On June 30, 2025, the Company announced its intention to issue new
sterling-denominated notes (the "New Sterling Notes").
Concurrently, Vodafone International Financing DAC ("VIFD"), an
indirect wholly owned subsidiary of the Company, announced its
intention to issue new euro-denominated notes to be wholly and
unconditionally and irrevocably guaranteed by the Company (the "New
Euro Notes" and, together with the New Sterling Notes, the "New
Notes"). Whether the Company will accept for purchase any Notes
validly tendered in the Offers and complete the Offers is subject,
without limitation, to the successful completion (in the sole and
absolute discretion of the Company) of the issue of the New Notes
(the "Financing Condition").
Consideration for the Notes
Upon the terms and subject to the conditions set forth in the Offer
to Purchase, including the Financing Condition, Holders of Notes
that are validly tendered and not validly withdrawn at or prior to
the Early Tender Deadline and accepted for purchase will receive
the applicable Total Consideration. The Total Consideration payable
for a series of Notes will be a price per $1,000 or £1,000
principal amount of such series of Notes that, as regards the
Dollar Notes and the Sterling Notes, shall be equal to an amount,
calculated in accordance with the respective formulas described in
Annexes A-1 or A-2 of the Offer to Purchase, as applicable, that
would reflect, as of the Early Settlement Date, a yield to the
maturity date of such series of Notes equal to the sum (with such
sum being annualized in the case of the Sterling Notes for the
purposes of such calculation) of (a) the Reference Yield of the
applicable Reference Security, determined at 10:30 a.m. (New York
City time) on July 15, 2025 (such time and date, as the same may be
extended, the "the Price Determination Date") plus (b) the
applicable Fixed Spread to such series, minus Accrued Interest. The
Reference Yield will be calculated in accordance with standard
market practice (rounded to 3 decimal points) and will be a yield
corresponding to:
●
for the Dollar Notes, the bid-side price of the applicable
Reference Security as displayed on the applicable Bloomberg
reference page/screen (the "Reference Page") set forth in table
above; and
●
for the Sterling Notes, the mid-market price of the applicable
Reference Security, calculated as the arithmetic average of the
bid-side and offered-side prices of the applicable Reference
Security (such average rounded to the nearest 0.001% with 0.0005%
rounded upwards) each as displayed on the applicable Reference
Page,
each as of the Price Determination Date.
If the Dealer Managers determine that the relevant Reference Page
is not operational or is displaying inaccurate information at that
time, the bid-side price or the offered-side price of the Reference
Security, as applicable, determined at or around the Price
Determination Date shall be determined by such other means as the
Company, in consultation with the Dealer Managers, may consider to
be appropriate under the circumstances.
For the avoidance of doubt, the applicable Early Tender Premium is
already included within the applicable Total Consideration (which,
in the case of all Notes, will be calculated using the Fixed Spread
over the relevant Reference Yield (with such sum being annualized
in the case of the Sterling Notes for the purposes of such
calculation)), and is not in addition to the Total Consideration.
Holders who validly tender their Notes after the Early Tender
Deadline but at or prior to the Expiration Date, and whose Notes
are accepted for purchase, will receive only the applicable Tender
Offer Consideration, which is the applicable Total Consideration
less the applicable Early Tender Premium.
Vodafone will issue a press release specifying the applicable
consideration for each series of Notes as soon as reasonably
practicable after the determination thereof by the Dealer
Managers.
Accrued Interest
In addition to the applicable Total Consideration or applicable
Tender Offer Consideration, each Holder whose Notes are tendered
and accepted for purchase will receive accrued and unpaid interest
on the principal amount of Notes from, and including, the most
recent interest payment date prior to the applicable Settlement
Date up to, but not including, the applicable Settlement Date,
rounded to the nearest cent ("Accrued Interest"). Accrued Interest
will be paid in cash. All Notes accepted in the Offers will be
cancelled and retired by Vodafone.
Maximum Tender Amount; the 2050 Sub-Cap; Acceptance Priority Levels
and Proration
The amount of each series of Notes that is purchased in the
relevant Offer is subject to the Maximum Tender Amount and the 2050
Sub-Cap. The Company reserves the right to increase or decrease
either or both of the Maximum Tender Amount and the 2025 Sub-Cap.
To determine whether the Maximum Tender Amount has been reached,
the aggregate applicable purchase price payable (excluding Accrued
Interest) for the Dollar Notes and the Sterling Notes validly
tendered will be converted into Euro using the applicable exchange
rates, as of 5:00 p.m., New York City time, on the Early Tender
Deadline date (which is expected to be July 14, 2025) as reported
on the Bloomberg screen page "BFIX" under the headings "USDEUR" and
"GBPEUR", respectively.
Subject to the Maximum Tender Amounts and the 2050 Sub-Cap, the
Notes will be purchased in accordance with the Acceptance Priority
Levels (in numerical priority order) set forth in the table above.
The 2050 Notes are designated as the first, or highest, Acceptance
Priority Level, the 2059 Notes, the 2056 Notes, the USD 2049 Notes,
the GBP 2049 Notes and the 2048 Notes are designated as the second,
third, fourth, fifth and sixth Acceptance Priority Level,
respectively, and the 2043 Notes are designated as the seventh, or
lowest, Acceptance Priority Level.
Subject to the Maximum Tender Amounts and 2050 Sub-Cap, all Notes
of a series tendered at or prior to the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted before
any tendered Notes of a series having a lower Acceptance Priority
Level are accepted, and all Notes tendered following the Early
Tender Deadline but at or prior to the Expiration Date having a
higher Acceptance Priority Level will be accepted before any Notes
tendered following the Early Tender Deadline having a lower
Acceptance Priority Level are accepted in the relevant Offer. If
the Maximum Tender Amount is not reached as of the Early Tender
Deadline, subject to the 2050 Sub-Cap, Notes tendered at or prior
to the Early Tender Deadline will be accepted for purchase in
priority to Notes tendered following the Early Tender Deadline even
if such Notes tendered following the Early Tender Deadline have a
higher Acceptance Priority Level than Notes tendered at or prior to
the Early Tender Deadline.
Notes of a series may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered would
cause the Maximum Tender Amount or the 2050 Sub-Cap to be exceeded.
Furthermore, if the Maximum Tender Amount is reached as of the
Early Tender Deadline, Holders who validly tender Notes following
the Early Tender Deadline but at or prior to the Expiration Date
will not have any of their Notes accepted for purchase unless the
Maximum Tender Amount is increased in the sole and absolute
discretion of the Company. Where applicable, in respect of the 2050
Sub-Cap, and in all cases subject to the Maximum Tender Amount,
2050 Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline will be accepted in priority to 2050
Notes validly tendered after the Early Tender Deadline. In
addition, if the 2050 Sub-Cap is reached as of the Early Tender
Deadline, Holders who validly tender 2050 Notes following the Early
Tender Deadline will not have any such Notes accepted for purchase
unless the 2050 Sub-Cap is increased.
Key Dates and Times, Offer Period and Results
Holders of the Notes should note the following dates and times
relating to the Offers:
|
Date
|
|
Calendar Date
|
|
Commencement
Date.....................................................................................................................................
|
|
June
30, 2025.
|
|
Foreign
Exchange Rate Determination
Date.....................................................................................................................................
|
|
5:00
p.m., New York City time, on July 14, 2025.
|
|
Early
Tender
Deadline..............................................................................................................................
|
|
5:00
p.m., New York City time, on July 14, 2025, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
Withdrawal
Deadline..............................................................................................................................
|
|
5:00
p.m., New York City time, on July 14, 2025, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
Early
Results Announcement
Date
.....................................................................................................................................
|
|
The
first business day after the Early Tender Deadline, which is
expected to be July 15, 2025.
|
|
Price
Determination
Date
.....................................................................................................................................
|
|
10:30
a.m., New York City time, on July 15, 2025.
|
|
Early
Settlement
Date
.....................................................................................................................................
|
|
In
respect of all Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Deadline and accepted for purchase,
the Company expects to make payment on the second business day
after the Price Determination Date, which is expected to be July
17, 2025.
|
|
Expiration
Date
.....................................................................................................................................
|
|
5:00
p.m., New York City time, on July 29, 2025, unless extended or
earlier terminated by the Company in its sole and absolute
discretion, subject to applicable law.
|
|
Final
Tender Results Announcement Date
(if
applicable).......................................................................................................................
|
|
The
first business day after the Expiration Date, which is expected to
be July 30, 2025.
|
|
Final
Settlement
Date
.....................................................................................................................................
|
|
In
respect of the Notes that are validly tendered after the Early
Tender Deadline but at or prior to the Expiration Date and accepted
for purchase, the Company expects the Final Settlement Date to
occur on the second business day after the Expiration Date, which
is expected to be July 31, 2025.
|
Holders of Notes are advised to check with any intermediary through
which they hold Notes as to when such intermediary would need to
receive instructions from a beneficial owner in order for that
beneficial owner to be able to participate in, or withdraw their
instruction to participate in, the Offers before the deadlines
specified in the Offer to Purchase. The deadlines set by any such
intermediary and the applicable Clearing System for participation
in the Offers may be earlier than the relevant deadlines specified
above.
The acceptance of Notes for purchase is conditional on the
satisfaction of the conditions of the Offers as provided in "The
Terms of the Offers-Conditions to the Offers" in the Offer to
Purchase, including the Financing Condition.
The Company has retained Merrill Lynch International, and Deutsche
Bank AG, London Branch and Deutsche Bank Securities Inc.
(collectively, "Deutsche Bank Securities"), as Dealer Managers and
Kroll Issuer Services Limited as Tender and Information Agent (the
"Tender and Information Agent") for the purposes of the
Offers.
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. Questions
regarding the Offers may be directed to Merrill Lynch International
at +44 207 996 5420 (in London), +1 (888) 292-0070 (U.S. toll free)
or +1 (980) 387-3907 (U.S.) or by email to [email protected] and
to Deutsche Bank Securities at +1 (866) 627-0391 (U.S. toll free),
+1 (212) 250-2955 (U.S.) or + 44 20 7545 8011 (in
London).
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 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 ("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"), encompassing
information relating to the Offers 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
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 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.
ENDS
About Vodafone Group
Vodafone is a leading European and African telecoms company. We
provide mobile and fixed services to over 330 million customers in
15 countries, partner with mobile networks in 47 more and have one
of the world's largest IoT platforms. In Africa, our financial
technology businesses serve almost 83 million customers across
seven countries - managing more transactions than any other
provider.
Our purpose is to connect for a better future by using technology
to improve lives, businesses and help progress inclusive
sustainable societies. We are committed to reducing our
environmental impact to reach net zero emissions by
2040.
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:
June 30, 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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