Vodafone offers to purchase notes from 10 series for up to €4 billion

By Taylor Fox

New York, March 19 – Vodafone Group plc has begun 10 concurrent but separate offers to purchase for cash any and all of 10 series of outstanding notes for an aggregate purchase price of up to €4 billion, according to a news release.

The notes included in the offers, by acceptance priority level, are as follows:

• $2 billion 3.75% notes due January 2024 (Cusip: 92857WBH2) to be purchased at a price based on the 0.25% U.S. Treasury due March 15, 2024 and a fixed spread of 30 basis points;

• €1.25 billion 1.75% notes due August 2023 (ISIN: XS1372838679) to be purchased at a price based on a purchase yield of negative 0.35%;

• €1.25 billion 4.65% notes due January 2022 (ISIN: XS0479869744) to be purchased at a price based on a purchase yield of negative 0.45%;

• $1 billion floating-rate notes due January 2024 (Cusip: 92857WBN9) to be purchased at a fixed price of $1,022 per $1,000;

• €500 million 5.375% notes due June 2022 (ISIN: XS0304458051) to be purchased at a price based on a purchase yield of negative 0.45%;

• €750 million 0.5% notes due January 2024 (ISIN: XS1499604905) to be purchased at a price based on a purchase yield of negative 0.25%;

• €1 billion 0.375% notes due November 2021 (ISIN: XS1574681620) to be purchased at a price based on a purchase yield of negative 0.45%;

• €751,639,000 million 1.25% notes due August 2021 (ISIN: XS1372838240) to be purchased at a price based on a purchase yield of negative 0.45%;

• $895,519,000 2.95% notes due February 2023 (Cusip: 92857WBC3) to be purchased at a price based on the 0.125% U.S. Treasury due Feb. 28, 2023 and a fixed spread of 15 bps; and

• $597,245,000 2.5% notes due September 2022 (Cusip: 92857WAZ3) to be purchased at a price based on the 0.125% U.S. Treasury due Feb. 28, 2023 and a fixed spread of 15 bps.

The company will also pay interest on the notes. Accrued interest is not included in the €4 billion cap.

The offers will expire at 5 p.m. ET March 26.

The settlement date is expected to be March 30.

The settlement date for notes tendered through guaranteed delivery will be March 31.

If at the expiration time for a particular offer, the aggregate consideration payable for that series of notes – together with the aggregate consideration payable for all tendered notes of each series with a higher acceptance priority level and that are accepted for purchase – is greater than the overall cap, then the company will not be obligated to accept for purchase that series of notes and may terminate the offer for that series.

It is possible that any series of notes with any acceptance priority level will fail to meet the maximum purchase price consideration condition and therefore will not be accepted for purchase even if one or more series with a lower acceptance priority level is accepted for purchase.

If any series of notes is accepted for purchase under the offers, all notes of that series that are tendered will be accepted for purchase. No series of notes will be subject to proration.

HSBC Bank plc (888 472-2456, 212 525-5552, +44 20 7992-6237; liabilitymanagement@hsbc.com), Merrill Lynch International (888 292-0070, 980 387-3907, +44 20 7996-5420; dg.lm-emea@bofa.com) , MUFG Securities EMEA plc (877 744-4532, 212 405-7481, +44 20 7577-4218; dcm-lm@int.sc.mufg.jp), NatWest Markets plc (866 884-2071, 203 897-6166, +44 20 7678 5222; liabilitymanagement@natwestmarkets.com) and RBC Capital Markets LLC/RBC Europe Ltd. (877 381-2099, 212 618-7843, +44 20 7029 7063; liability.management@rbccm.com) are the dealer managers.

D.F. King Ltd. (+44 20 7920 9700, 212 269-5550, 877 732-3614; vodafone@dfkingltd.com) is the information and tender agent.

Vodafone is a telecommunications company based in London.

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