Vodafone Group Plc.
VODAFONE TO INITIATE OFFER FOR OUTSTANDING SHARES IN VODAFONE-PANAFON
Ad-hoc-announcement processed and transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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VODAFONE TO INITIATE OFFER FOR OUTSTANDING SHARES IN VODAFONE-PANAFON
Following the completion of the purchase from Intracom S.A. of a 9.433% stake
in Vodafone-Panafon Hellenic Telecommunications Company S.A. (‘Panafon’),
Vodafone Group Plc (‘Vodafone’) today announces its decision to launch a public
offer for the remaining outstanding shares which it does not already own
directly or indirectly (the ‘Shares’) in Panafon (the ‘Offer’). Vodafone
directly or indirectly owns approximately 406 million shares in Panafon,
representing 74.795 per cent. of the shares and votes in Panafon.
The key terms of the proposed Offer are:
* The offer price will be EUR 6.18 in cash for each validly tendered Share
to be satisfied from Vodafone’s existing cash resources.
* The offer price represents a premium of approximately 6.9 per cent.
compared to Panafon’s volume-weighted average closing share price (EUR 5.78)
during the 12 months prior to 28 November 2003, being the last business day
prior to Vodafone informing the Hellenic Capital Market Commission (‘CMC’) of
its decision to launch the Offer.
* The Offer will not be subject to the satisfaction of any conditions.
* Vodafone intends to purchase Shares on the Athens Exchange (‘ATHEX’) at
prices of up to EUR 6.18 from 3 December 2003.
* Subject to reaching 95% or more of the total voting rights in Panafon,
Vodafone intends to seek the delisting of Panafon shares from ATHEX and the
London Stock Exchange in accordance with applicable regulations.
The Offer is consistent with Vodafone’s stated strategy of selectively
increasing its stakes in existing operations where opportunities arise for the
creation of enhanced shareholder value.
An information circular in Greek (the ‘Information Circular’) detailing the
Offer has been submitted to the CMC for approval. The Information Circular will
be made available for distribution to the holders of Shares following its
approval by the CMC at which time the acceptance period will begin. Details in
connection with the distribution of the approved Information Circular and the
determination of the acceptance period will be announced in the Official List
of ATHEX and the Greek, UK and German press. Alpha Bank is acting as Tender
Agent on behalf of Vodafone in relation to the Offer.
end of ad-hoc-announcement (c)DGAP 01.12.2003
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
For further information:
Vodafone Group
Tim Brown
Tel: +44(0)1635 673310
Investor Relations
Melissa Stimpson
Darren Jones
Tel: +44 (0) 1635 673310
Media Relations
Bobby Leach
Ben Padovan
Tel: +44 (0) 1635 673310
Goldman Sachs International
Simon Dingemans
Tel: +44 (0) 20 7774 1000
The Offer will not be made, directly or indirectly, in or into the United
States of America, Canada, Australia or Japan, and copies of this document and
any future related materials are not being and may not be mailed or otherwise
distributed or sent in or into the United States of America, Canada, Australia
or Japan.
The Offer will furthermore not be directed to persons whose participation in
the offering requires that further offer documents are issued or that
registration or other measures are taken, other than those required under
Greek law. No document relating to the Offer may be distributed in or into any
country where such distribution or offering requires any of the aforementioned
measures to be taken or would be in conflict with any law or regulation of such
a country.
Goldman Sachs International is acting as financial adviser for Vodafone Group
Plc and no one else in connection with the Offer and will not be responsible to
anyone other than Vodafone Group Plc for providing the protections afforded to
clients of Goldman Sachs International or for providing advice in relation to
the Offer.
This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000 by
Goldman Sachs International.
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WKN: 875999; ISIN: GB0007192106; Index: Stoxx 50
Listed: Amtlicher Markt in Frankfurt (General Standard/Dt. Zert.); Freiverkehr
in Berlin-Bremen, Düsseldorf, Hamburg, Hannover, München und Stuttgart
011759 Dez 03
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