Revised Offer for Mannesmann - Replacement

Vodafone AirTouch PLC 7 February 2000 The issuer has made the following amendment to the 'Re Revised Offer' announcement released today at 07:09 under RNS No 0857F. The second 'bullet point' in the first paragraph should read 'The Revised Offer will be declared unconditional immediately after valid acceptances in respect of more than 50% of the share capital of Mannesmann have been received; it is expected that this may occur during the course of this week.' and not 'The Revised Offer will be declared unconditional immediately after valid acceptances in respect of more than 50% of the share capital of Mannesmann have been received; it is expected that this may occur during the course of next week.' as previously shown. All other details remain unchanged. The full corrected version is shown below. VODAFONE AIRTOUCH AND MANNESMANN INTERIM SETTLEMENT DATE AND FURTHER ACCEPTANCE PROCEDURES Following the announcement on 3 February 2000 of the agreement of the Boards of Vodafone AirTouch and Mannesmann on the terms of a merger, additional details on the acceptance and settlement procedures are provided regarding the Revised Offer: * As agreed with the Takeover Commission the acceptance period has been extended from 7 February 2000 24.00 CET to 17 February 2000 24.00 CET * The Revised Offer will be declared unconditional immediately after valid acceptances in respect of more than 50% of the share capital of Mannesmann have been received; it is expected that this may occur during the course of this week. * Thereafter, the Revised Offer will remain open until 17 February 2000 24.00 CET for Mannesmann shareholders who have not previously yet accepted * Mannesmann Shareholders will have the opportunity to receive the New Vodafone AirTouch shares in two tranches depending on the date when their acceptances are booked into Clearstream Banking AG (formerly Deutsche Boerse Clearing AG) Tranche 1 * If the Revised Offer is declared unconditional on or before 10 February 2000 8.00 CET, Vodafone AirTouch will issue New Vodafone AirTouch Shares on 11 February 2000 to be delivered to accepting Mannesmann Shareholders. The New Vodafone AirTouch Shares are expected to be booked into accepting Mannesmann Shareholders' accounts with their respective depositary bank/custodian within one business day. * The Mannesmann Shares must be tendered and booked into Clearstream Banking AG by 10 February 2000 17.30 CET in order to participate in the early settlement procedure (Tranche 1). Any Mannesmann shareholders who tender and book thereafter will receive their New Vodafone AirTouch Shares in Tranche 2 Tranche 2 * At the end of the acceptance period, depositary banks will have two additional business days to complete the processing and booking of acceptances. The final time for depositary banks which receive tendering instructions by 17 February 2000 24.00 CET to book Mannesmann Shares into Clearstream Banking AG is 21 February 2000 17.30 CET * Settlement for the Mannesmann Tendered Shares booked into Clearstream Banking AG will then follow one business day thereafter in accordance with the procedures for Tranche 1 Mannesmann Shareholders who accept on a timely basis may be able to receive their New Vodafone AirTouch Shares in Tranche 1 and trade those shares on the London Stock Exchange before the end of the acceptance period. In order to participate in Tranche 1, tendered Mannesmann Shares must be booked into Clearstream Banking AG by 10 February 2000 17.30 CET. Shareholders are encouraged to confirm the timely booking of their Mannesmann Tendered Shares and the settlement procedures for receipt of the New Vodafone AirTouch Shares with their depositary bank or custodian as soon as possible. If you are in any doubt as to the procedures for acceptance of the Offer or require assistance with accepting the Offer, please call your Depositary Bank or alternatively if you are calling from Germany or the UK please 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 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 Financial Dynamics Perry Hall Tel: +49 69 971 68123 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 Revised 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 steps that Mannesmann's management may take to frustrate Vodafone AirTouch's efforts to obtain managerial control of Mannesmann, increase the costs or reduce the benefits of the transaction, 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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