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Vodafone Group plc - Tender Offer - Max Acceptance Amount

Vodafone Group Plc announces Maximum Dollar Acceptance Amount in respect of its Tender Offers


25 MAY 2023


Full announcement available via Lonse


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"Following the pricing of the New Euro Notes and of New Sterling Notes on 24 May 2023, the Company announces:


(a) the principal amount of the New Euro Notes to be issued on 30 May 2023 is €750,000,000;

(b) the principal amount of the New Sterling Notes to be issued on 30 May 2023 is £500,000,000;

(c) the GBPEUR FX Rate has been set a fixed conversion rate of €1.00 to £0.8685; and

(d) the Maximum Dollar Acceptance Amount has been set at U.S.$324,008,000.


For the avoidance of doubt, the Maximum Dollar Acceptance Amount has been rounded down to the nearest U.S.$1,000 on the basis that Securities can only be tendered in a minimum principal amount of no less than the Minimum Denomination in respect of the relevant Series, and may thereafter be submitted in integral multiples of €1,000 or U.S.$1,000 in excess of the relevant Minimum Denomination, as applicable, as further described in the Tender Offer Memorandum.


The Company intends to accept for purchase Dollar Securities validly tendered pursuant to the relevant Offer up to the Maximum Dollar Acceptance Amount on the terms and conditions contained in the Tender Offer Memorandum. The Company reserves the right (in its sole and absolute discretion) to accept Dollar Securities validly tendered for purchase in an amount more than or less than the Maximum Dollar Acceptance Amount, or to accept none of the Dollar Securities validly tendered for purchase pursuant to the relevant Offer. If the acceptance of the aggregate principal amount of the Dollar Securities validly tendered for purchase pursuant to the relevant Offer would result in the Maximum Dollar Acceptance Amount being exceeded, scaling of the tendered Dollar Securities on a pro rata basis may apply, as further described in the Tender Offer Memorandum.


For the avoidance of doubt, the Company intends to accept for purchase any and all Euro Securities validly tendered pursuant to the relevant Offer on the terms and conditions contained in the Tender Offer Memorandum and no scaling will be applied to Tender Instructions that are accepted in respect of the Euro Securities."


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Vodafone Group Plc announces Tender Offers


24 MAY 2023


Full announcement available via Lonse


"Vodafone Group Plc (the"Company") announces today invitations to holders of (a) its outstanding €2,000,000,000 Capital Securities due 2079 (ISIN: XS1888179477) and (b) its outstanding U.S.$1,300,000,000 Capital Securities due 2078 (ISIN: XS1888180640) (together, the "Securities") to tender their Securities for purchase by the Company for cash (each such invitation, an "Offer" and together, the "Offers"). The Offers are being made on the terms and subject to the conditions (including, without limitation, the New Financing Condition (as defined below)) contained in the tender offer memorandum dated 24 May 2023 (the "Tender Offer Memorandum") prepared by the Company in respect of the Offers, and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum."


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1. "First Reset Date" has the meaning given in the terms and conditions of the Euro Securities or the Dollar Securities, as the case may be.

2. In addition to the Purchase Price, the Company will also pay holders of the Securities (whose Securities are accepted for purchase by the Company) the relevant Accrued Interest Payment (as defined herein) on the Settlement Date.

3. The terms and conditions of the Euro Securities provide for an optional call at par (together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest (as defined in the terms and conditions of the Euro Securities)) at the Company's option on any date from (and including) 3 October 2023 to (and including) 3 January 2024.

4. The terms and conditions of the Dollar Securities provide for an optional call at par (together with any accrued and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest (as defined in the terms and conditions of the Dollar Securities)) at the Company's option on any date from (and including) 3 July 2024 to (and including) 3 October 2024.

5. "U.S. Dollar Equivalent" means the amount U.S. dollars equivalent to any amount specified in euro, converted into U.S. dollars at a fixed conversion rate of €1 to U.S.$1.1752.

6. "GBPEUR FX Rate" means the conversion rate to be used to convert the aggregate principal amount of the New Sterling Notes issued into a euro amount for purposes of calculating the Maximum Dollar Acceptance Amount, which shall be a GBP/EUR exchange rate that is determined in the Company's sole and absolute discretion on the date of pricing of the New Sterling Notes.

7. The Company reserves the right (in its sole and absolute discretion) to accept Dollar Securities validly tendered for purchase in an amount more than or less than the Maximum Dollar Acceptance Amount, or to accept none of the Dollar Securities validly tendered for purchase pursuant to the relevant Offer. If the acceptance of the aggregate principal amount of the Dollar Securities validly tendered for purchase pursuant to relevant Offer would result in the Maximum Dollar Acceptance Amount being exceeded, scaling of the tendered Dollar Securities on a pro rata basis may apply, as further set out in the Tender Offer Memorandum.


"Rationale for the Offers


The purpose of the Offers as well as the planned issuance of the New Notes is, among other things, to proactively manage the Company's hybrid capital portfolio. The Company expects to both extend a portion of its hybrid capital portfolio and simultaneously reduce its hybrid capital portfolio of approximately €10 billion by no more than 10 per cent. of the current overall hybrid capital portfolio through the Offers. The Offers also provide Securityholders with the opportunity to sell their Euro Securities and/or their Dollar Securities ahead of their respective upcoming First Call Dates and to apply for priority in the allocation of the New Notes, as more fully described in the Tender Offer Memorandum.


Securities purchased in the Offers will be cancelled."


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