Recommended Convertible Bond Cash Offer
NOT FOR 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, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States).
This announcement does not constitute an offer to purchase any securities in any jurisdiction. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of Vodafone, the Dealer Managers and the Offer Agent to inform themselves about, and to observe, any such restrictions.
Recommended Convertible Bond Cash Offer by Vodafone Europe B.V. (“Vodafone”) to the holders of all of the outstanding Cable & Wireless Worldwide plc (“CWW”) £230,000,000 5.75 per cent. Convertible Bonds due 2014 convertible into ordinary shares of CWW (ISIN: XS0468712863) (the “Convertible Bonds”)
On 23 April 2012, CWW and Vodafone announced that they had reached agreement on the terms of a recommended offer to be made by Vodafone for the entire issued and to be issued share capital of CWW (the “Share Offer”). The Share Offer is to be implemented by means of a scheme of arrangement (the “Scheme”). CWW and Vodafone have today announced that the circular relating to the Scheme (the “Scheme Document”) is being sent to CWW Shareholders today. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by CWW Shareholders. As described in the Scheme Document, the Scheme will require the approval of CWW Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting, and then the approval of the Court.
In order to satisfy its obligation under Rule 15 of the United Kingdom City Code on Takeovers and Mergers to make an appropriate offer or proposal to holders of the Convertible Bonds (the “Convertible Bondholders”), Vodafone has today announced that it is making an offer to all Convertible Bondholders to purchase their Bonds for cash (the “Convertible Bond Offer”). The Convertible Bond Offer document (the “Convertible Bond Offer Memorandum”) containing the proposals made by Vodafone to holders of the Convertible Bonds will be made available to Convertible Bondholders today, subject to certain restrictions, on the CWW website (www.cw.com/investors/) and the Vodafone Group Plc website (www.vodafone.com/investor) up to and including the end of the Convertible Bond Offer.
In addition, the Scheme Document will be available to holders of the Convertible Bonds subject to certain restrictions on the CWW website (www.cw.com/investors/) and the Vodafone Group Plc website (www.vodafone.com/investor) up to and including the end of the Share Offer.
Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Convertible Bond Offer Memorandum.
A complete description of the terms and conditions of the Convertible Bond Offer is set out in the Convertible Bond Offer Memorandum. BNP Paribas and UBS Limited are the Dealer Managers for the Convertible Bond Offer.
Requests for information in relation to the Convertible Bond Offer should be directed to:
16, boulevard des Italiens
Telephone: +44 (0) 20 7595 8668
Attention: Liability Management Desk
Email: [email protected]
100 Liverpool Street
London EC2M 2RH
Telephone: +44 (0) 20 7567 0525
Attention: Liability Management Group
Email: [email protected]
Requests for information in relation to the procedures for submitting acceptances in respect of the Convertible Bond Offer and the submission of Acceptance Instructions should be directed to:
THE OFFER AGENT
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Tel: +44 (0) 20 7704 0880
Attention: Paul Kamminga
Email: [email protected]
A copy of the Convertible Bond Offer Memorandum is available to eligible persons upon request from the Offer Agent.
The Dealer Managers do not take responsibility for the contents of this announcement and none of Vodafone, CWW, the Dealer Managers named above or the Offer Agent or any of their respective bodies, affiliates, agents or employees makes any recommendation in this announcement or otherwise as to whether or not Convertible Bondholders should accept the Convertible Bond Offer. This announcement must be read in conjunction with the Convertible Bond Offer Memorandum. This announcement and the Convertible Bond Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Convertible Bond Offer. If any holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.
The Convertible Bond Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Convertible Bond Offer may not be accepted by any such use, means, instrumentality or facility from or within the United States as defined by Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Accordingly, copies of this announcement, the Convertible Bond Offer Memorandum and any other documents or materials relating to the Convertible Bond Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported acceptance of the Convertible Bond Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported acceptance of the Convertible Bond Offer made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in the Convertible Bond Offer will represent that it is not located in the United States and it is not participating in the Convertible Bond Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Convertible Bond Offer from the United States. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
The communication of this announcement by Vodafone, the Convertible Bond Offer Memorandum and any other documents or materials relating to the Convertible Bond Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and such shares include 50 per cent. or more of the voting securities in such body corporate within Article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
None of this announcement, the Convertible Bond Offer Memorandum or any other documents or materials relating to the Convertible Bond Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations, and therefore the Convertible Bond Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of 24 February 1998, as amended (the “Financial Services Act”).
Accordingly, the Convertible Bond Offer is not addressed to, and none of this announcement, the Convertible Bond Offer Memorandum nor any other documents, materials or information relating, directly or indirectly, to the Convertible Bond Offer can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:
(i) to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the Consob Regulation) acting on their own account; or
(ii) in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the Consob Regulation.
The Convertible Bond Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Convertible Bond Offer Memorandum nor any other document or material relating to the Convertible Bond Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Convertible Bond Offer. This Convertible Bond Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Neither this announcement nor the Convertible Bond Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Convertible Bond Bonds (and acceptances in respect of the Convertible Bond Offer will not be accepted from Convertible Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Convertible Bond Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Convertible Bond Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of Vodafone in such jurisdiction.
|Outstanding||Purchase Price||Benchmark Gilt||Offer Spread|
|£230,000,000||The higher of (i) the principal amount of each Bond and (ii) the Offer Purchase Price, expressed as a percentage||5 per cent. UK Treasury Gilt due 2014 (ISIN:||190 basis points|
|Commencement of the Offer||21 May 2012|
Final deadline for receipt of valid Acceptance Instructions by the Offer Agent in order for Bondholders to be able to participate in the Offer.
|5.00 p.m. on 15 June 2012|
Calculation of the Offer Purchase Price.
|At or around 2.00 p.m. on the business day in London on which the Scheme Condition is satisfied|
|Announcement of Offer Purchase Price and Purchase Price|
Announcement of the Offer Purchase Price and the Purchase Price.
|As soon as reasonably practicable following the Pricing Time|
|Announcement of Offer Result and satisfaction of Scheme Condition: Announcement of whether the Scheme Condition has been satisfied.|
Announcement of the final aggregate principal amount of Bonds for which valid Acceptance Instructions have been received.
|As soon as reasonably practicable following the Pricing Time|
Payment of the Purchase Price and Accrued Interest Payments for the Bonds accepted for purchase and settlement of such purchases.
|Within 14 days following the Scheme Effective Date|