Vodafone Group Plc.
Vodafone Group Plc – Part 2 of 2
Corporate-news announcement processed and sent by DGAP.
The sender is solely responsible for the contents of this announcement.
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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
Part 2 of 2
Notes to Editors
About Vodafone
Vodafone is the world’s leading mobile telecommunications company with
operations in 26 countries across 5 continents, with 340 million venture
customers and 133 million proportionate customers worldwide as at
31 March 2004.
For more information, please visit http://www.vodafone.com
About Vodafone International
Vodafone International is an indirect wholly-owned subsidiary of Vodafone,
incorporated in the Netherlands. It acts as a holding company within the
Vodafone Group and currently holds interests in Vodafone Holdings K.K. and
Vodafone K.K., among others.
About Vodafone Holdings K.K.
Vodafone Holdings K.K. provides mobile services through its 45.08% interest in
Vodafone K.K. Vodafone Holdings K.K. is listed on the Tokyo Stock Exchange and
the Osaka Securities Exchange. Vodafone Group holds a 66.70% voting and
economic interest in Vodafone Holdings K.K. As at 31 March 2004, the Vodafone
Holdings K.K. group had net assets of ¥439 billion (£2.2 billion) and profit
before tax and before exceptional items of ¥209 billion (£1.0 billion).
For more information, please visit http://www.vodafone-holdings.co.jp
About Vodafone K.K.
Vodafone K.K. is the third largest mobile operator in Japan with 15 million
customers as at 31 March 2004. Vodafone Holdings K.K. has a 45.08% interest in
Vodafone K.K. Separately from Vodafone Holdings K.K., Vodafone Group also has a
39.67% interest in Vodafone K.K. giving it a total economic interest in Vodafone
K.K. of 69.74%. As at 31 March 2004, Vodafone K.K. had net assets of ¥239
billion (£1.2 billion) and profit before tax and before exceptional items of
¥195 billion (£1.0 billion).
For more information, please visit http://www.vodafone.jp
Vodafone Holdings K.K. and Vodafone K.K. ownership structures
Vodafone Holdings K.K. ownership (notes 1 & 2)
% owned
Vodafone Group 66.70
Public minorities 33.30
Notes: (figures as of 31 March 2004)
1 Vodafone Holdings K.K. also owns 6 minor subsidiaries and affiliates which,
other than their total net cash balances, are not considered to be material
2 Vodafone Holdings K.K. had net cash and other assets of ¥226 billion (£1.1
billion), on a non-consolidated basis, including net current assets less long-
term borrowings, investments in securities (including ¥32.5 billion (£163
million) of preferred shares representing an economic interest in Japan Telecom
Co., Ltd.) and Vodafone Holdings K.K.’s share of net cash and loans in its
subsidiaries and affiliates excluding Vodafone K.K.
Vodafone K.K. ownership (notes 1 & 2)
% owned
Vodafone Holdings K.K. 45.08
Vodafone Group 39.67
Private minorities 15.25
Notes: (figures as of 31 March 2004)
1 Vodafone Group Plc has an economic interest of 69.74% in Vodafone K.K.
2 Vodafone K.K. had net debt of ¥781 billion (£3.9 billion)
Exchange rates
For illustrative purposes, an exchange rate of ¥200:£1 has been used.
Important information
This press release does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with, any contract therefor.
The Offers will not be made, directly or indirectly, in or into the United
States, Canada or Australia, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States, Canada or
Australia and the Offers will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada or
Australia. Copies of this press release and any future related materials are not
being and may not be mailed or otherwise distributed or sent in or into the
United States, Canada or Australia.
The Offers will furthermore not be directed to persons whose participation in
the offer requires that further offer documents are issued or that registration
or other measures are taken, other than those required under Japanese law. No
document relating to the Offers may be distributed in or into any country where
such distribution or offer requires any of the aforementioned measures to be
taken or would be in conflict with any law or regulation of such a country.
This announcement is not an offer of securities for sale into the United States,
Canada, Australia or any other jurisdiction. Vodafone Holdings K.K. shares may
not be offered or sold in the United States unless they are registered or exempt
from registration. There will be no public offer of securities in the United
States.
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 United Kingdom Financial Services and Markets Act
2000 by UBS Investment Bank.
UBS Investment Bank is acting for Vodafone and Vodafone International and no one
else and will not be responsible to anyone other than Vodafone and Vodafone
International for providing the protections offered to clients of UBS Investment
Bank or for providing advice in relation to the Offers or in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.
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
250945 Mai 04
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