Bond Purchase Solicitation

Vodafone Group Plc
09 January 2003


The following replaces the Bond Purchase Solicitation announcement released on
09/01/2003 at 07:45 under RNS 9515F.



The only change to the original text is the addition of paragraph 2. The full
text of the announcement is below.



9 January 2003



                  VODAFONE LAUNCHES BOND PURCHASE SOLICITATION

Vodafone Group Plc ('Vodafone') announces today a cash tender offer to purchase
bonds listed below (the 'Bonds') issued by its wholly owned subsidiary Vodafone
Finance BV (previously Mannesmann Finance BV) and guaranteed by Vodafone Holding
GmbH (previously Mannesmann AG) (the 'Guarantor') also wholly owned.  The cash
tender offer will be made by way of a solicitation of offers to sell (the '
Solicitation').



This press release does not constitute, or form part of, any offer or invitation
to sell 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 Solicitation is not being made and will not be
made directly or indirectly in, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States of America.  This includes,
but is not limited to, facsimile transmission, electronic mail, telex, telephone
and the Internet.  Accordingly, copies of any documents related to the
Solicitation are not being, and must not be, mailed or otherwise transmitted or
distributed in or into the United States of America.  Any purported offer in
response to the Solicitation resulting directly or indirectly from a violation
of these restrictions will be invalid.  No securities or other forms of
consideration are being solicited from a resident of the United States of
America, and if sent in response by a resident of the United States of America
will not be accepted.  No indications of interest in the offer are sought by
this press release.



Vodafone is undertaking the Solicitation for the following reasons:-

•         Vodafone does not and has no plans to guarantee the Bonds.  Therefore,
this Solicitation gives an opportunity to holders of the Bonds ('Bondholders')
to receive cash following recent changes to the Guarantor, which are more fully
described in the Solicitation document.

•         Vodafone and its subsidiaries ('Vodafone Group') have sufficient cash
to purchase tendered Bonds and wish to earn a better return than investing in
short term financial assets.  The purchase of Bonds pursuant to the Solicitation
will not affect Vodafone Group's net debt.

•         Vodafone Group has approximately €3.8bn of bonds maturing before the
end of January 2005 and wishes to repay a significant part of this now.  If all
the Bonds were to be tendered this amount would reduce to approximately €0.8bn.

•         Vodafone Group has euro denominated bonds issued by Vodafone and
Vodafone Finance BV but believes it more efficient to only have one issuer
quoted in the market.



Vodafone Finance BV was incorporated as a finance vehicle to issue bonds and to
lend the proceeds to Vodafone Holding GmbH which was the ultimate listed holding
company for the Mannesmann group.

Bondholders may either sell Bonds to Deutsche Bank AG, acting as agent for
Vodafone in the Solicitation between 28 January and 31 January 2003, or place an
order through Euroclear or Clearstream between 28 January and 3 February 2003.
The price* will be calculated by reference to the yield on the relevant
Reference Bund plus a fixed spread which will be formally announced on 28
January 2003 after completion of the marketing period.  For Bondholders selling
to Deutsche Bank AG the Reference Bund yield will be quoted at the time the
order is placed whilst for orders placed through Euroclear or Clearstream it
will be quoted at 2:00 pm Frankfurt time on 3 February 2003.  The price plus
accrued interest on the Bonds is expected to be settled on 6 February 2003.




Bonds                                Reference Bund            Preliminary          Illustrative Price*
                                                               Fixed Spread

€2,500,000,000 4.875%                6.75% July 2004           +25                  102.913%
due 8 September 2004
                                     
€460,162,693.08 (DM900m) 5.25%       4.25% February 2005       +41                  103.888%
due 21 January 2005


€3,000,000,000 4.75%                 3.75% January 2009        +67-77 range         101.166-101.710%
due 27 May 2009



*Further details are contained in the Solicitation document.


                                     -ends-



For further information:



Vodafone Group

Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Director of Group Investor Relations
Bobby Leach, Head of Group Financial Media Relations
Darren Jones, Senior Investor Relations Manager
Tel:  [phone]



Tavistock Communications

Lulu Bridges / John West
Tel:  [phone]



Deutsche Bank AG London

Sandra Hughes
Tel: [phone]




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