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
July 02, 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 02
July 2025 entitled ‘Vodafone announces increase of 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
2 July 2025
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES INCREASE OF THE
MAXIMUM TENDER AMOUNT OF ITS CASH TENDER OFFERS FOR CERTAIN U.S.
DOLLAR AND STERLING DENOMINATED NOTES DUE 2043 TO 2059 TO
€2,500,000,000 (EQUIVALENT)
(Newbury, Berkshire - England) - July 2, 2025 - Vodafone
Group Plc ("Vodafone" or the "Company") announces the increase of
the maximum tender amount 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") previously announced
on June 30, 2025 from an aggregate purchase price (excluding
Accrued Interest, as defined in the offer to purchase dated June
30, 2025 (the "Offer to Purchase")) of up to €2,000,000,000
equivalent to an aggregate purchase price (excluding Accrued
Interest) of up to €2,500,000,000 equivalent (as amended, the
"Maximum Tender Amount").(1)
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Title of Security
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Principal Amount Outstanding
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CUSIP/ISIN /Common Code
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Acceptance PriorityLevel
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Sub-Cap(2)
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Early Tender Premium(3)
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Reference Security
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Bloomberg Reference Page/Screen
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Fixed Spread(basis points)
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USD
4.25% Notes due September 17, 2050 (the "2050 Notes")
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$1,500,000,000
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92857WBU3 /
US92857WBU36 / N/A
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1
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$750,000,000
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$50
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UST
4.625% due February 15, 2055
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FIT1
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100
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USD
5.125% Notes due June 19, 2059 (the "2059 Notes")
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$500,000,000
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92857WBT6 /
US92857WBT62 / N/A
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2
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N/A
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$50
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UST
4.625% due February 15, 2055
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FIT1
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105
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GBP
3.00% Notes due August 12, 2056 (the "2056 Notes")
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£1,000,000,000
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N/A /
XS1472483772 / 147248377
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3
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N/A
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£50
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UK Gilt
4.25% due December 7, 2055
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FIT
GLT10-50
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80
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USD
4.875% Notes due June 19, 2049 (the "USD 2049 Notes")
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$1,750,000,000
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92857WBS8 /
US92857WBS89 / N/A
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4
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N/A
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$50
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UST
4.625% due February 15, 2055
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FIT1
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100
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GBP
3.375% notes due August 2049 (the "GBP 2049 Notes")
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£800,000,000
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N/A /
XS1468494239 / 146849423
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5
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N/A
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£50
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UK Gilt
1.75% due January 22, 2049
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FIT
GLT10-50
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80
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USD
5.25% Notes due May 30, 2048 (the "2048 Notes")
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$1,443,947,000
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92857WBM1 /
US92857WBM10 / N/A
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6
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N/A
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$50
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UST
5.00% due May 15, 2045
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FIT1
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95
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USD
4.375% Notes due February 19, 2043 (the "2043 Notes")
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$751,064,000
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92857WBD1 /
US92857WBD11 / N/A
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7
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N/A
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$50
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UST
5.00% due May 15, 2045
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FIT1
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70
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Notes:
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(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 further increased or decreased at the Company's sole
and absolute discretion.
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(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.
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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.
On June 30, 2025, the Company successfully priced the offering of
£500,000,000 Notes due 2050 (the "New Sterling Notes").
Concurrently, Vodafone International Financing DAC, an indirect
wholly owned subsidiary of the Company, successfully priced the
offering of €800,000,000 Notes due 2029, €600,000,000
Notes due 2033 and €500,000,000 Notes due 2038 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"). The proceeds from the issuance of the New Notes,
together with existing cash balances, are expected to fund the
Offers.
The Offers for the Notes will expire at 5:00 p.m., New York City
time, on July 29, 2025, or any other date and time to which the
Company extend the Offers (such date and time, as it may be
extended, the "Expiration Date"), unless earlier terminated.
Holders of Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline, which is 5:00
p.m., New York City time, on July 14, 2025, and accepted for
purchase will receive the applicable Total Consideration, which
already includes the applicable Early Tender Premium set forth in
Table I above. Holders of Notes tendered following the Early Tender
Deadline, but at or prior to the Expiration Date and accepted for
purchase will receive the applicable Tender Offer Consideration,
payable on the Final Settlement Date. The applicable "Tender Offer
Consideration" will equal the applicable Total Consideration minus
the applicable Early Tender Premium. For the avoidance of doubt,
Holders may withdraw validly tendered Notes at or before the Early
Tender Deadline but not thereafter, unless required by applicable
law.
Except as described above in respect of the Maximum Tender Amount,
the terms of the Offers remain unchanged, including the Total
Consideration, the Early Tender Premium and the Tender Offer
Consideration, each as defined in the Offer to Purchase. Holders
who have previously validly tendered (and not withdrawn) their
Notes will not need to re-tender their Notes to be eligible to
receive the Total Consideration.
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:
July 02, 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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