Vodafone Group Plc ("Vodafone") announces today that the offer made on its behalf by UBS Warburg Ltd. (the "Offer") for Eircell 2000 plc ("Eircell 2000") became wholly unconditional in all respects at 3.00pm (Dublin time) and 10.00am (New York City time) on 13 May 2001, all conditions having either been satisfied or waived at that time.
As at 3.00pm (Dublin time) and 10.00am (New York City time) on 13 May 2001, valid acceptances of the Offer had been received in respect of 1,757,204,233 Eircell 2000 Shares, representing approximately 79.6 per cent. of Eircell 2000's issued share capital. Except as stated above, neither Vodafone nor any person acting in concert with it has acquired or agreed to acquire any Eircell 2000 Shares for the purposes of the Offer prior to the date of this announcement.
Eircell 2000 Shareholders whose Forms of Acceptance were received by 3.00pm (Dublin time) and 10.00am (New York City time) on 13 May 2001 will have New Vodafone Shares (or Vodafone American Depositary Shares ("ADSs"), in the case of eircom plc ADS holders who have elected to receive Vodafone ADSs) despatched to them on or prior to 25 May 2001.
The Offer will remain open for acceptance until 3.00pm (Dublin time) and 10.00am (New York City time) on Sunday 27 May 2001. Eircell 2000 Shareholders who have not yet accepted the Offer, and wish to do so, should ensure that their Forms of Acceptance are received by 3.00pm (Dublin time) and 10.00am (New York City time) on Sunday 27 May 2001 in accordance with the instructions set outin Vodafone's Offer Document dated 17 April 2001.
As stated in the Offer Document, in accordance with Eircell 2000's Articles of Association, Eircell 2000 Shareholders who have not accepted the Offer by 3.00pm (Dublin time) on 27 May 2001, will be deemed to have accepted the Offer at that time. The directors of Eircell 2000 will take steps to implement the acquisition of all remaining Eircell 2000 Shares by Vodafone in exchange for New Vodafone Shares on the same terms as under the Offer.
Vodafone also announces that the current directors of Eircell 2000 have resigned with effect from 13 May 2001 and that Ian Maxwell, Peter Bamford, Phil Williams, Stephen Brewer, Niall O'Sullivan, Gerry Fahy and Dermot Griffin have been appointed as directors of Eircell 2000 as at that date.
For further information contact:
Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Head of Group Investor Relations
Jon Earl, Investor Relations Manager
Darren Jones, Investor Relations Manager
Tel: +44 (0) 1635 673310
Tavistock Communications
Lulu Bridges
Sarah Landgrebe
Tel: +44 (0) 20 7600 2288
UBS Warburg
Warren Finegold
Andre Sokol
Tel: +44 (0) 20 7567 8000
This announcement has been issued by and is the sole responsibility of Vodafone Group Plc. The contents of this announcement have been approved by UBS Warburg, solely for the purposes of Section 57 of the Financial Services Act 1986. UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Vodafone Group Plc and for no one else in connection with the transaction and will not be responsible to anyone other than Vodafone Group Plc for providing the protections afforded to customers of UBS Warburg Ltd., or for providing advice in relation to the transaction.
The definitions set out in the Offer Document dated 17 April 2001 apply in this announcement, save where the context requires otherwise.
The New Vodafone Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended or under any of the relevant securities laws of any state or other jurisdiction of the United States. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved the New Vodafone Shares or determined if the Offer Document is accurate or complete. The Offer in the United States is being made pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 and pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Rule 802 thereunder. No steps have been taken to enable the New Vodafone Shares to be offered in compliance with the applicable securities laws of Australia, New Zealand or South Africa. Accordingly, the New Vodafone Shares may not be offered, sold or delivered, directly or indirectly, in or into Australia, New Zealand or South Africa.
The Offer is being made for the securities of Eircell 2000, a company incorporated outside the United States. The Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the Offer Document have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies.
It may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since Vodafone is incorporated outside the United States and some or all of its officers and directors are residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Vodafone and/or UBS Warburg Ltd. (on behalf of Vodafone) may purchase securities in Eircell 2000 otherwise than under the Offer, such as in open market or privately negotiated purchases as further described in the Offer Document. Please read paragraph 7.7 ("Other Information") in Appendix 6 of the Offer Document for further details on how information regarding any such purchases will be disclosed.
Notwithstanding anything to the contrary herein, in the United States, the Offer is being made directly by Vodafone and not by UBS Warburg Ltd. References to the Offer being made by UBS Warburg Ltd. should be read accordingly.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.