Offer for Mannesmann Now Wholly Unconditional

Vodafone AirTouch PLC 10 February 2000 VODAFONE AIRTOUCH RECOMMENDED OFFER FOR MANNESMANN IS NOW WHOLLY UNCONDITIONAL Vodafone AirTouch Plc announces that its recommended Offer for Mannesmann AG has now become unconditional in all respects. By 17.00 New York time (23.00 CET) on 9 February 2000, valid acceptances of the Offer had been received in respect of a total of 303,546,104 Mannesmann Shares, representing approximately 60.3% of the issued share capital of Mannesmann. Trading in the New Vodafone AirTouch Shares to be issued in exchange for Mannesmann Shares will commence on the London Stock Exchange at the opening of trading at 8.00 UK time on 10 February 2000, the London Stock Exchange having agreed to admit the New Vodafone AirTouch Shares for listing. Trading in the Mannesmann Tendered Shares on the Official List of the Frankfurt Stock Exchange (WKN 656 034) ceased after the close of business on 9 February 2000. Vodafone AirTouch will issue the first tranche of New Vodafone AirTouch Shares on 11 February 2000 to Mannesmann Shareholders whose shares had been tendered and booked as such into Clearstream Banking AG, Frankfurt (formerly Deutsche Borse Clearing AG) by 17.30 CET on 10 February 2000. An offer will be made to holders of Mannesmann Convertible Bonds as soon as reasonably practicable and not later than 14 days after the date of this announcement. FTSE International will shortly announce the timing for weighting adjustments in the FTSE indices. This re-weighting will reflect the announcement to be made by Vodafone AirTouch on or about 7.00 UK time on 11 February 2000 as to the level of acceptances booked into Clearstream Banking AG, Frankfurt by 17.30 CET on 10 February 2000. Deutsche Borse announced on 9 February 2000 that it intends to remove Mannesmann completely from the DAX 30 index two business days after Vodafone AirTouch announces that its Offer for Mannesmann has become unconditional. The Offer will remain open until 24.00 CET on 17 February 2000. Depositary banks / custodians will continue to book Mannesmann Tendered Shares as tendered shares into Clearstream Banking AG, Frankfurt until 17.30 CET on 21 February 2000. The second tranche of New Vodafone AirTouch Shares will be issued on 22 February 2000. These New Vodafone AirTouch Shares are expected to be booked into the accepting Mannesmann Shareholder accounts with their respective depositary bank / custodian by 23 February 2000. As the practices of depositary banks and custodians vary, shareholders are encouraged to accept now, and to confirm with their depositary bank or custodian the timely booking of their Mannesmann Tendered Shares and the settlement procedures for receipt of the New Vodafone AirTouch Shares. Shareholders in any doubt as to the procedures for acceptance of the Offer or requiring assistance with accepting the Offer, should call their depositary bank or custodian or alternatively if shareholders are calling from Germany or the UK they should telephone the dedicated Offer helpline on toll- free 0800 088 7766 in Germany or freephone 0800 169 2853 in the UK. Bank custodian, broker custodian and institutional investor enquiries in relation to the acceptance and settlement procedures for the Offer should be directed to Paribas Frankfurt Branch (the 'Global Exchange Coordinator') at telephone +49 (0) 69 1520 5630; fax +49 (0) 69 1520 5636 and enquiries in relation to the Offer and requests for additional copies of Offer materials should be directed to D. F. King (Europe) Limited (the 'European Information Agent') at telephone +44 (0) 207 920 9700; fax +44 (0) 207 588 7300. Copies of this press release and the documentation published in connection with the Offer can be obtained from the Vodafone AirTouch website, www.vodafone-update.com. Enquiries: Vodafone AirTouch Terry Barwick, Director of Corporate Affairs Tim Brown, Investor Relations Director Melissa Stimpson, Senior Investor Relations Manager Mike Caldwell, Corporate Communications Director Tel: +44 (0) 1635 33 251 Goldman Sachs International Scott Mead Simon Dingemans Tel: +44 (0) 171 774 1000 Warburg Dillon Read Warren Finegold Mark Lewisohn Tel: +44 (0) 171 567 8000 Tavistock Communications Lulu Bridges Tel: +44 (0) 171 600 2288 Words defined in the press release dated 18 January 2000 shall have the same meaning in this announcement unless the context requires otherwise. This press release does not constitute an offer to exchange or sell or an offer to exchange or buy any securities. The contents of this announcement have been approved by Goldman Sachs International and Warburg Dillon Read, the investment banking division of UBS AG, solely for the purposes of Section 57 of the Financial Services Act 1986. Goldman Sachs International and Warburg Dillon Read, each of which is regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting for Vodafone AirTouch and for no one else in connection with the Offer and will not be responsible to anyone other than Vodafone AirTouch for providing the protections afforded to customers of Goldman Sachs International or Warburg Dillon Read or for giving advice in relation to the Offer. Goldman Sachs International and/or Warburg Dillon Read may have positions and/or holdings in investments referred to in this announcement and are providing or may have provided within the 12 months preceding the issue of this document advice to Vodafone AirTouch and/or Mannesmann and/or in relation to the securities of either or both companies. Past performance is not necessarily a guide to future performance. The value of your investment and income from it can go down as well as up and is not guaranteed. You may get back less than you have invested. The Offer in the United States is being made through a prospectus which is part of an effective registration statement filed with the U.S. Securities and Exchange Commission. Mannesmann Shareholders who are U.S. persons or are located in the United States are advised to read the registration statement because it contains important information relating to the Offer. You can inspect and copy the registration statement relating to the Offer and documents incorporated by reference therein at the public reference facilities maintained by the U.S. Securities and Exchange Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549. In addition, copies of the US Offer Document are available from The Bank of New York, 101 Barclay Street, Lobby Window, New York, NY 10286. For additional information regarding risks, see the Registration Statement on Form F-4 and other reports of Vodafone AirTouch Plc on file with the Securities and Exchange Commission. Copies of these filings are available on request directed to Vodafone AirTouch, Investor Relations, Tim Brown (tel: + 44 1635 682 373). It is the responsibility of any person receiving a copy of this announcement in any jurisdiction other than the United Kingdom, Germany and the United States to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction, including the obtaining of any governmental or other consent which may be required or observing any other formalities needing to be observed in such jurisdiction. Receipt of this announcement will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and in such circumstances it will be deemed to have been sent for information purposes only. Statements in this press release relating to future status or circumstances, including statements regarding future performance, costs, revenues, cash flows, earnings, divestments, growth and other trend projections and the synergistic benefits of the merger are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as 'anticipates', 'should', 'expects', 'estimates', 'believes', or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward- looking statements due to many factors, many of which are outside Vodafone AirTouch's control, including the triggering of change of control provisions in Mannesmann's licences or other agreements, the ability to obtain regulatory approvals without onerous conditions, the impact of labour disputes, the risk of negative impacts on Vodafone AirTouch's credit ratings, the potential costs, including tax costs, of divesting Orange and Mannesmann's industrial businesses, limitations on Vodafone AirTouch's ability to control Mannesmann due to voting restrictions and other provisions of Mannesmann's charter and German law, general economic conditions, competition, technical difficulties and the need for increased capital expenditure (such as that resulting from increased demand for usage, new business opportunities and deployment of new technologies) and the ability to realise benefits from entering into partnerships for developing data and internet services.
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