NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
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 THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
17 September 2025
VODAFONE GROUP PLC ANNOUNCES FINAL RESULTS IN RESPECT OF ITS TENDER OFFER FOR EURO-DENOMINATED CAPITAL SECURITIES DUE 2080
In connection with the invitation by Vodafone Group Plc (the "Company") to holders of its outstanding €1,000,000,000 Capital Securities due 2080 with a current coupon of 2.625 per cent. and its First Call Date in 2026 (ISIN: XS2225157424) (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Offer") announced on 9 September 2025, the Company announces today the final results of the Offer. The Offer was made on the terms and subject to the conditions (including, without limitation, the New Financing Condition) contained in the tender offer memorandum dated 9 September 2025 (the "Tender Offer Memorandum") prepared by the Company in respect of the Offer.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 September 2025.
The Company announces that the New Financing Condition has been satisfied.
At the Expiration Deadline, € 806,467,000 in aggregate principal amount of the Securities had been validly tendered pursuant to the Offer. The Company announces it will accept all validly tendered Securities pursuant to the Offer.
| Description of the Securities |
ISIN / Common Code |
Purchase Price |
Aggregate principal amount of Securities validly tendered and accepted |
Aggregate principal amount of Securities outstanding after the Settlement Date |
| €1,000,000,000 Capital Securities due 2080 |
XS2225157424 / 222515742 |
100.00 per cent. (being €1,000 per €1,000 in principal amount of the Securities) |
€806,467,000 |
€193,533,000 |
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 Accrued Interest Payment on the Settlement Date.
Securities purchased by the Company pursuant to the Offer will be cancelled on the Settlement Date.
The expected Settlement Date for the Offer is 19 September 2025.
As the aggregate principal amount of the Securities validly tendered and accepted for purchase pursuant to the Offer exceeds the 75 per cent. threshold for the purposes of the Substantial Repurchase Event Redemption Option (as further described in the Tender Offer Memorandum), the Company announces that it currently intends, following the Settlement Date for the Offer, to exercise such option in respect of the Securities which remain outstanding after the Settlement Date, notice in respect of which will be given pursuant to and in accordance with the terms and conditions of the Securities.
On 9 September 2025, the Company concurrently announced a separate any-and-all tender offer (the "US Tender Offer") in respect of its U.S.$500,000,000 NC5.25 Capital Securities Due 2081 (ISIN: US92857WBV19) (the "US Notes"). The early tender deadline for the US Tender Offer is 5.00 p.m. (New York City time) on 22 September 2025. The US Tender Offer is described in an offer to purchase dated 9 September 2025 (the "Offer to Purchase") and is not the subject of this announcement or the Tender Offer Memorandum. Holders of the US Notes should refer to the Offer to Purchase for further information on the US Tender Offer.
DEALER MANAGER
Merrill Lynch International (Telephone: +44 20 7996 5420; Email: [email protected]; Attention: Liability Management Group).
TENDER AGENT
Kroll Issuer Services Limited (Email: [email protected]; Attention: Owen Morris / David Shilson).
This announcement is made by Vodafone Group Plc and relates to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR, this announcement is made by Maaike de Bie, Group General Counsel and Company Secretary of Vodafone.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.
ENDS
About Vodafone Group
Vodafone is a leading European and African telecoms company.
We serve over 355 million mobile and broadband customers, operating networks in 15 countries with investments in a further five and partners in over 40 more. Our undersea cables transport around a sixth of the world's internet traffic, and we are developing a new direct-to-mobile satellite communications service to connect areas without coverage. Vodafone runs one of the world's largest IoT platforms, with over 215 million IoT connections, and we provide financial services to around 92 million customers across seven African countries - managing more transactions than any other provider.
From the seabed to the stars, Vodafone's purpose is to keep everyone connected.
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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| Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 |
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