Application of Shares for Listing on Frankfurt SE
Vodafone AirTouch PLC
2 February 2000
VODAFONE AIRTOUCH PLC
APPLICATION OF SHARES FOR LISTING
ON THE OFFICIAL LIST OF THE FRANKFURT STOCK EXCHANGE
Vodafone AirTouch Plc ('Vodafone AirTouch'), together
with Goldmans Sachs and Warburg Dillon Read, filed on 28
January 2000 an application to list its shares on the
official list ('Amtlicher Handel') of the Frankfurt Stock
Exchange. This application was announced today by the
Listing Office of the Frankfurt Stock Exchange. Vodafone
AirTouch announced in December 1999 its intention to seek
a listing on the official list of the Frankfurt Stock
Exchange in connection with its Offer for Mannesmann.
The application relates to the existing issued share
capital of Vodafone AirTouch as well as up to
27,811,230,000 new registered ordinary shares to be
issued in connection with its Offer for Mannesmann.
Upon the commencement of dealings, the Vodafone AirTouch
Shares will be traded on the official list of the
Frankfurt Stock Exchange under the new Security
Identification Number ('WKN') 932 709. Vodafone
AirTouch's German legal counsel believe that a decision
regarding the admission to listing will be taken by the
Listing Office soon. It is intended that dealings on the
official list of the Frankfurt Stock Exchange will
commence conditional upon and as soon as practicable
after the successful completion of the Offer for
Mannesmann.
Mannesmann shareholders who are in any doubt as to the
procedures for acceptance of the Offer or require
assistance with accepting the Offer, should call their
Depositary Bank or alternatively if calling from Germany
or the UK 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 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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