Verizon Wireless Transaction, Number of Verizon Consideration Shares to be issued, Vodafone share consolidation ratio
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Vodafone Group Plc (“Vodafone”) announces that the aggregate number of Verizon common shares to be issued to shareholders as part consideration for the Verizon Wireless (“VZW”) Transaction will be 1,274,764,121, based on a 20 day volume weighted average trading price on the New York Stock Exchange of Verizon common shares for the period ending on 18 February 2014 of US$47.1852. Eligible shareholders are therefore expected to receive 0.026 Verizon common shares for each Vodafone ordinary share under the Return of Value.
Vodafone further announces that the ratio on the basis of which Vodafone ordinary shares will be consolidated at 8.00 a.m. on 24 February 2014 will be 6 new ordinary shares for every existing 11 Vodafone ordinary shares. The consolidation ratio is based on a mid-market closing price of Vodafone ordinary shares of 223.975 pence, a mid-market closing price of Verizon common shares of US$45.965 and a US dollar-sterling exchange rate of 1.6698, in each case on 18 February 2014.
As at the close of business on 18 February 2014, Vodafone's issued share capital consisted of 48,469,917,724 ordinary shares, excluding the 4,351,833,492 ordinary shares held in Treasury. To ensure that its share capital is divisible by the consolidation ratio, Vodafone intends to purchase 8 of its ordinary shares and cancel 3 of its shares held in Treasury later today. Once the share consolidation has been completed on 24 February 2014, Vodafone will have 28,811,864,298 new ordinary shares in issue (including ordinary shares held in Treasury).
By way of illustrative example only (and on the basis of the information provided above, as at the close of business on 18 February 2014), assuming that Court approval for the scheme of arrangement and associated reductions of capital of Vodafone is obtained on 21 February 2014, the Return of Value would be equivalent to 102 pence per Vodafone ordinary share, comprising 72 pence in Verizon common shares and 30 pence in cash.
Where shareholders are due to receive their cash in sterling or euro, the exact amount received will depend on the exchange rates obtained in the markets during the week commencing 24 February 2014.
|Distribution record time||6.00 p.m. on 20 February 2014|
|Court hearings and closing of the VZW Transaction and Vodafone Italy Transaction||21 February 2014|
|Ex-date for receipt of the Return of Value||8.00 a.m. on 24 February 2014|
|Share consolidation and commencement of trading in New Ordinary Shares||8.00 a.m. on 24 February 2014|
|Verizon common shares credited to shareholders||From 8.00 a.m. on 24 February 2014|
|Payment of cash entitlements under the Return of Value||4 March 2014|
|Payment of fractional entitlements under the Return of Value||10 March 2014|
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All terms not defined in this announcement shall have the meaning given to them in the announcement on 2 September 2013 in which Vodafone announced it had reached an agreement to dispose of its US group whose principal asset is its 45% interest in Verizon Wireless, to Verizon, Vodafone's joint venture partner, for consideration of US$130 billion.
The distribution of this announcement in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession the announcement comes to inform themselves about and observe such restrictions.
This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.