by Pankti Antani
Oct 08, 2025 9:25 AM ET
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF ITS ANY AND ALL CASH TENDER OFFER FOR USD CAPITAL SECURITIES DUE 2081
(Newbury, Berkshire – England) – October 8, 2025 – Vodafone Group Plc (“Vodafone” or the “Company”) announces the final results of its previously announced offer to purchase for cash (the “Offer”) any and all of its outstanding U.S.$500,000,000 NC5.25 Capital Securities Due 2081 with a current coupon of 3.25% and its first call date in 2026 (the “Notes”) upon the terms of, and subject to the conditions in, the offer to purchase dated September 9, 2025 (the “Offer to Purchase”), including the New Financing Condition.
Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
The expiration deadline for the Offer was 5:00 p.m., New York City time, on October 7, 2025 (the “Expiration Deadline”). In accordance with the terms of the Offer, the Company is accepting for purchase any and all of the Notes validly tendered and not validly withdrawn at or prior to the Expiration Deadline.
The following table sets forth the aggregate principal amount of the Notes that were validly tendered and not validly withdrawn in the Offer at or prior to the Expiration Deadline, as reported by the Tender and Information Agent:
Description of the Securities |
| ISIN/CUSIP |
| Tender |
| Incremental Principal |
| Total Principal Amount |
| Remaining Principal |
|
U.S.$500,000,000 NC5.25 Capital Securities Due 2081 (the “Notes”) |
| ISIN: US92857WBV19 CUSIP: 92857W BV1 |
| 95.90% (equal to U.S.$959.00 per U.S.$1,000 principal amount of Notes) |
| U.S.$2,035,000 |
| U.S.$2,035,000 |
| U.S.$147,173,000 |
|
Notes: | |
(1) | Expressed as a percentage of the principal amount of the Notes validly tendered after the Early Tender Deadline but at or prior to the Expiration Deadline and which are accepted for purchase by the Company. |
(2) | Does not include Accrued Interest, which will be paid in addition to the Tender Consideration. |
(3) | Represents the aggregate principal amount of Notes tendered after the Early Tender Deadline but at or prior to the Expiration Deadline, all of which have been accepted for purchase by the Company. |
(4) | Represents the outstanding principal amount of Notes after the Expiration Deadline. |
In respect of accepted Notes that were delivered at or prior to the Expiration Deadline, the Company expects the Late Tender Settlement Date to occur on October 9, 2025.
Noteholders that validly tendered their Notes and did not validly withdraw such Notes at or before the Expiration Deadline in the manner described in the Offer to Purchase will receive the Tender Consideration, together with an amount equal to the Accrued Interest thereon. Interest will cease to accrue on the applicable Settlement Date for all Notes accepted in the Offer. The Tender Consideration payable for Notes validly tendered and accepted for purchase will be equal to 95.90% of the principal amount of the Notes, equivalent to U.S.$959.00 per U.S.$1,000 principal amount of the Notes.
All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase were paid in full by the Company on September 24, 2025.
All Notes accepted in the Offers will be cancelled and retired by the Company.
For additional information, please contact the Dealer Manager, Merrill Lynch International at +44 207 996 5420 (in London) or +1 (888) 292-0070 (U.S. toll free) or by email to DG.LM-EMEA@bofa.com or the Tender and Information Agent, Kroll Issuer Services Limited at +44 20 7704 0880 or by email to vodafone@is.kroll.com, Attention: Owen Morris / David Shilson.
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 Offer is 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 Offer. Following the Late Tender Settlement Date, the Company may from time to time, in its sole and absolute discretion and to the extent permitted by applicable law, choose to acquire Notes that remain outstanding or other notes included in its previous tender offers by way of open market purchases or in privately-negotiated transactions, but is under no obligation to do so.
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 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 Offer 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.