TIDMVOD
RNS Number : 4026Q
Vodafone Group Plc
29 August 2014
VODAFONE GROUP PLC
Vodafone Announces Results of offer to purchase outstanding
notes of Nara Cable Funding Limited and ONO Finance II plc
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
LONDON, 29 August 2014 - Vodafone Group Plc (NASDAQ: VOD)
announces the expiration and results of the previously announced
tender offer (the "Offer") by Vodafone Holdings Europe S.L.U.
("VHESLU") to repurchase for cash any and all of the outstanding
below listed notes (the "Notes") of Nara Cable Funding Limited
("Nara Cable") and of ONO Finance II plc (together with Nara Cable,
the "Issuers").
The Issuers are stand-alone entities which issued the Notes to
provide loans to Cableuropa S.A.U. VHESLU is the parent of Vodafone
Espana S.A.U. which has recently completed the acquisition of Grupo
Corporativo ONO, S.A., the parent company of Cableuropa S.A.U.,
resulting in a Change of Control event under and as defined in the
indentures governing the Notes.
The Offer complied with the Change of Control covenant set forth
in the Indentures. VHESLU offered a premium over the 101% required
thereunder.
Capitalized terms used in this announcement and not otherwise
defined have the meanings ascribed to them in the Offer to Purchase
dated July 30, 2014 (the "Offer to Purchase"). The Offer was made
solely by, and subject to terms and conditions set forth in, the
Offer to Purchase, which was available to holders of Notes directly
from the Information and Tender Agent, subject to the offer and
distribution restrictions described in the Offer to Purchase.
The table below sets forth the amount of Notes validly tendered
and not validly withdrawn at or prior to the Expiration Date (5:00
p.m., New York City time for the dollar denominated Notes and 5:00
p.m., London time for the euro denominated Notes, on August 28,
2014) and accepted for purchase. The tendering Holders will receive
the relevant Tender Price as set forth in the table below, plus
Accrued Interest up to but not including, September 4, 2014 (the
"Settlement Date").
The Offer was open to all registered Holders, subject to terms
and conditions set forth in the Offer to Purchase.
Notes Outstanding Amount
Principal Amount ISIN Tender Tendered
Price(1)(2) and Accepted
------------------------------- ------------------ ------------------ -------------- ---------------
Regulation S
Notes:
8.875% Senior Secured Notes XS0550774870
due 2018 issued by Nara Rule 144A Notes:
Cable Funding Limited EUR1,000,000,000 XS0550779168 106.059% EUR241,511,000
Regulation S
8.875% Senior Secured Notes Notes:
due 2018 USG6391AAC83
issued by Nara Cable Funding Rule 144A Notes:
Limited $1,000,000,000 US63080TAA51 106.059% $356,235,000
Regulation S
8.875% Senior Secured Notes Notes:
due 2018 USG6391BAB83
issued by Nara Cable Funding Rule 144A Notes:
Limited $310,000,000 US63080TAD90 106.059% $134,990,000
Regulation S
11.125% Senior Notes due Notes:
2019 XS0584389448
issued by ONO Finance II Rule 144A Notes:
plc EUR295,000,000 XS0584389521 108.808% EUR53,723,000
Regulation S
10.875% Senior Notes due Notes:
2019 USG6751UAB01
issued by ONO Finance II Rule 144A Notes:
plc $225,000,000 US67102BAA98 108.594% $65,526,000
------------------------------- ------------------ ------------------ -------------- ---------------
(1) Does not include Accrued Interest, which will be paid up to,
but excluding, the Settlement Date.
(2) Intended to reflect more closely market based pricing. Such
pricing is materially in excess of the 101% purchase price which is
required by the Change of Control provisions of the Indentures. It
should also be noted that the Tender Prices reflect a premium to
the call prices of the Notes in either December 2014 or January
2015, as the case may be, which is intended to capture the lower
costs of funding for the Company compared to the coupon on the
Notes.
For further information:
A complete description of the terms and conditions are set out
in the Offer to Purchase. Further details on the transaction can be
obtained from:
Dealer Manager Information and Tender Agent
Deutsche Bank, AG London Branch The Bank of New York Mellon
-------------------------------------- ------------------------------------------------
Winchester House One Canada Square
1 Great Winchester Street London E14 5AL
London EC2N 2DB United Kingdom
United Kingdom
Email: ct_reorg_unit_inquiries@bnymellon.com
Email: liability.management@db.com Email: debtrestructuring@bnymellon.com
Within the U.S. Outside the U.S. Within the U.S. Outside the U.S.
Tel: (866) 627 Tel: +44 (0) 207 Tel: (315) 414 Tel: +44 (0) 120
0391 545 8011 3360 268 9644
Tel: (212) 250
2955
----------------- ------------------- ---------------------- ------------------------
About Vodafone
Vodafone is one of the world's largest telecommunications
companies and provides a range of services including voice,
messaging, data and fixed communications. Vodafone has mobile
operations in 26 countries, partners with mobile networks in 52
more, and fixed broadband operations in 17 markets. As of June 30,
2014, Vodafone had 436 million mobile customers and 9 million fixed
broadband customers. For more information, please visit:
www.vodafone.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement constitute
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks, uncertainties and other factors that may
cause our actual results, performance or achievements, or industry
results, to be materially different from those projected in the
forward-looking statements. These factors include: general economic
and business conditions; changes in technology; timing or delay in
signing, commencement, implementation and performance of
programmes, or the delivery of products or services under them;
structural change in the satellite industry; relationships with
customers; competition; and ability to attract personnel. You are
cautioned not to rely on these forward-looking statements, which
speak only as of the date of this announcement. We undertake no
obligation to update or revise any forward-looking statement to
reflect any change in our expectations or any change in events,
conditions or circumstances.
DISCLAIMER
This announcement should be read in connection with the Offer to
Purchase. No offer or invitation to acquire any securities is being
made pursuant to this announcement or the Offer to Purchase. The
distribution of this announcement and the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Offer to Purchase comes are
required by each of VHESLU, the Issuers, the Information and Tender
Agent and the Dealer Manager to inform themselves about, and
observe, any such restrictions.
Vodafone Group Plc
Vodafone House, The Connection
Newbury, Berkshire RG14 2FN,
United Kingdom
News release: IMMEDIATE RELEASE
Media Relations: telephone +44 1635 664444
Investor Relations: telephone +44 7919 990230
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSEWFLUFLSESA
Vodafone (LSE:VOD)
Historical Stock Chart
From Apr 2024 to May 2024
Vodafone (LSE:VOD)
Historical Stock Chart
From May 2023 to May 2024