Vodafone Group Plc.
Vodafone Group Plc – Part 1 of 2
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VODAFONE GROUP ANNOUNCES OFFERS FOR OUTSTANDING SHARES IN ITS JAPANESE
SUBSIDIARIES, VODAFONE HOLDINGS K.K. AND VODAFONE K.K., AND INTENTION OF
VODAFONE HOLDINGS K.K. AND VODAFONE K.K TO MERGE
Vodafone Group Plc (“Vodafone”) announces that its wholly-owned subsidiary,
Vodafone International Holdings B.V. (“Vodafone International”), is to launch
offers for the shares which Vodafone and its subsidiaries (“Vodafone Group”) do
not already own in Vodafone Holdings K.K. (the “Vodafone Holdings K.K. Offer”)
and in Vodafone K.K. (the “Vodafone K.K. Offer”) (collectively, the “Offers”).
Separately, Vodafone Holdings K.K. and Vodafone K.K. jointly announced today
that their respective boards have agreed to merge the two companies (the
“Merger”).
Vodafone expects the Offers to enhance its earnings per share from the first
year (before exceptional items and before goodwill amortisation).
The aggregate cost of the Offers (assuming 100% take-up) would be approximately
¥513 billion (£2.6 billion), to be satisfied from Vodafone Group’s existing cash
resources. Vodafone expects there to be no changes to its current credit
ratings arising from completion of the Offers and the Merger.
The Vodafone Holdings K.K. Offer
– The Vodafone Holdings K.K. Offer is to be conducted by way of a Tender Offer
Bid (“TOB”), which is expected to be formally launched by Vodafone
International on or around 8 June 2004 and will be open for 20 calendar days
– The Vodafone Holdings K.K. Offer price will be ¥300,000 in cash for each
validly tendered Vodafone Holdings K.K. share. Assuming 100% take-up, the
total consideration would be approximately ¥319 billion (£1.6 billion)
– The Vodafone Holdings K.K. Offer price represents a 20.0% premium to Vodafone
Holdings K.K.’s average closing price (¥249,933) for the 3 months ended 24
May 2004 and a 24.5% premium to Vodafone Holdings K.K.’s closing price
(¥241,000) on 24 May 2004
– Vodafone Group believes the Vodafone Holdings K.K. Offer is full and fair and
has no intention to increase it
– The Vodafone Holdings K.K. Offer is conditional on sufficient valid tenders
being received to take Vodafone Group’s ownership of Vodafone Holdings K.K.
to 90% or above. Vodafone International reserves the right to waive this
condition
– From 26 May 2004 until the TOB launch date, Vodafone International intends to
make market purchases in Japan at prices up to the Vodafone Holdings K.K.
Offer price of ¥300,000. Such purchases will cease on the date immediately
preceding the TOB launch date
– Following completion of the Vodafone Holdings K.K. Offer, Vodafone Holdings
K.K.’s shares are expected to be delisted from the Tokyo Stock Exchange
(“TSE”) and the Osaka Securities Exchange in accordance with applicable
regulations. Vodafone Group is also investigating the possibility
of “squeezing-out” any minority shareholders remaining at that time
– The Vodafone Holdings K.K. board will seek an independent fairness opinion on
the Vodafone Holdings K.K. Offer
The Vodafone K.K. Offer
– The Vodafone K.K. Offer price will be ¥2,371,164 in cash for each validly
tendered Vodafone K.K. share. Assuming 100% take-up, the total consideration
would be approximately ¥194 billion (£1.0 billion)
– The Vodafone K.K. Offer price is equivalent to the implied value of the
Vodafone K.K. shares based upon Vodafone Holdings K.K.’s average closing
price for the 3 months ended 24 May 2004
– Details of the Vodafone K.K. Offer, including instructions on how to
participate, will be posted to Vodafone K.K. shareholders shortly. The
Vodafone K.K. Offer will remain open until 21 July 2004
The Merger
– Vodafone Holdings K.K. intends to issue 7.5898 new shares for every
Vodafone K.K. share it does not already own
– Following the Merger, the former shareholders of Vodafone Holdings K.K. and
Vodafone K.K. will own approximately 58.9% and 41.1% of the merged company,
respectively
– Vodafone Holdings K.K. will be the surviving entity and be renamed Vodafone
K.K. after the Merger completes
– The Merger is subject to shareholder and regulatory approvals
– The AGM for Vodafone Holdings K.K. and an EGM for Vodafone K.K., at which
resolutions will be proposed to approve the Merger, have been convened for 29
June 2004 and 22 July 2004, respectively. The Merger is expected to become
effective on 1 October 2004
Delisting considerations
– Under TSE rules, a listed company is automatically delisted after its top 10
shareholders own over 90% of its issued shares
– Under TSE rules, a listed company is eventually delisted if its top 10
shareholders own over 80% of its issued shares and if this concentration is
not reduced
– These rules apply to Vodafone Holdings K.K. both before and after the Merger
The Offers are neither conditional on each other, nor on the Merger. The Merger
is not conditional on either of the Offers. However, Vodafone International
reserves the right to withhold its approval of the Merger at the shareholders’
meetings.
UBS Investment Bank is acting as financial adviser to Vodafone and Vodafone
International.
For further information contact:
UK Japan
Vodafone Gavin Anderson
Tim Brown (Group Corporate Affairs) Jim Weeks
Melissa Stimpson (Investor Relations) Minako Hattori
Darren Jones (Investor Relations) +81 (0) 3 5404 0640
Bobby Leach (Media Relations)
Ben Padovan (Media Relations)
Emma Conlon (Media Relations)
+44 (0) 1635 673 310
Tavistock Communications UBS Investment Bank
Lulu Bridges Steven Thomas
John West +44 (0) 20 7920 3150 Craig Chittick +81 (0) 3 5208 6000
UBS Investment Bank
Warren Finegold
Mark Lewisohn
André Sokol +44 (0) 20 7567 8000
End of part 1 of 2
end of message, (c)DGAP 25.05.2004
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WKN: 875999; ISIN: GB0007192106; Index: Stoxx 50
Listed: Freiverkehr in Berlin-Bremen, Düsseldorf, Frankfurt, Hamburg, Hannover,
München und Stuttgart
250944 Mai 04
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