Closing of Offer for Eircell
Vodafone Group PLC
29 May 2001
29 May 2001
VODAFONE GROUP PLC OFFER FOR EIRCELL 2000 PLC CLOSED
Vodafone Group Plc ('Vodafone') announces today that the offer made on its
behalf by UBS Warburg Ltd. (the 'Offer') for Eircell 2000 plc ('Eircell 2000')
closed at 3.00pm (Dublin time) and 10.00am (New York City time) on Sunday 27
May 2001.
As at 3.00pm (Dublin time) and 10.00am (New York City time) on 27 May 2001,
valid acceptances of the Offer had been received in respect of 1,803,205,907
Eircell 2000 Shares, representing approximately 81.7 per cent. of Eircell
2000's issued share capital.
As stated in the Offer Document, in accordance with Eircell 2000's Articles of
Association, the directors of Eircell 2000 have deemed those Eircell 2000
Shareholders who had not accepted the Offer by 3.00pm (Dublin time) and
10.00am (New York City time) on 27 May 2001 (the 'Non-Accepting Shareholders')
to have accepted the Offer at that time. Accordingly, the directors of Eircell
2000 have taken steps to implement the acquisition of all remaining Eircell
2000 Shares held by Non-Accepting Shareholders in exchange for New Vodafone
Shares on the same terms as under the Offer.
Eircell 2000 Shareholders whose Forms of Acceptance were received by 3.00pm
(Dublin time) and 10.00am (New York City time) on 18 May 2001 have had New
Vodafone Shares (or Vodafone American Depositary Shares ('ADSs'), in the case
of eircom plc ADS holders who elected to receive Vodafone ADSs) despatched to
them on or prior to 25 May 2001.
Eircell 2000 Shareholders whose Forms of Acceptance were received between
3.00pm (Dublin time) and 10.00am (New York City time) on 18 May 2001 and
3.00pm (Dublin time) and 10.00am (New York City time) on 27 May 2001 and
Non-Accepting Shareholders will have New Vodafone Shares (or Vodafone ADSs in
the case of eircom plc ADS holders who have elected to receive Vodafone ADSs)
despatched to them on or prior to 1 June 2001.
Application has been made to the Financial Services Authority and to the
London Stock Exchange plc for the admission of 1,046,289,068 New Vodafone
Shares to the Official List in relation to the Offer. Admission has been
granted. Trading of the New Vodafone Shares issued to Eircell 2000
Shareholders whose Forms of Acceptance were received after 3.00pm (Dublin
time) and 10.00am (New York City time) on 18 May 2001 and the New Vodafone
Shares issued to Non-Accepting Shareholders shall commence on 29 May 2001.
-ends-
For further information:
Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Head of Group Investor Relations
Jon Earl, Investor Relations Manager
Darren Jones, Investor Relations Manager
Tel: +44 (0) 1635 673310
Tavistock Communications
Lulu Bridges / Sarah Landgrebe
Tel: +44 (0) 20 7600 2288
UBS Warburg
Markus Pressdee
Tel: +44 (0) 20 7567 8000
This announcement has been issued by and is the sole responsibility of
Vodafone Group Plc. The contents of this announcement have been approved by
UBS Warburg, solely for the purposes of Section 57 of the Financial Services
Act 1986. UBS Warburg Ltd., a subsidiary of UBS AG, which is regulated in the
United Kingdom by the Securities and Futures Authority Limited, is acting for
Vodafone Group Plc and for no one else in connection with the transaction and
will not be responsible to anyone other than Vodafone Group Plc for providing
the protections afforded to customers of UBS Warburg Ltd., or for providing
advice in relation to the transaction.
The definitions set out in the Offer Document dated 17 April 2001 apply in
this announcement, save where the context requires otherwise.
The New Vodafone Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended or under any of the relevant
securities laws of any state or other jurisdiction of the United States.
Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved the New Vodafone Shares or determined if
the Offer Document is accurate or complete. The Offer in the United States is
being made pursuant to an exemption from the U.S. tender offer rules provided
by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 and pursuant
to an exemption from the registration requirements of the U.S. Securities Act
of 1933 provided by Rule 802 thereunder. No steps have been taken to enable
the New Vodafone Shares to be offered in compliance with the applicable
securities laws of Australia, New Zealand or South Africa. Accordingly, the
New Vodafone Shares may not be offered, sold or delivered, directly or
indirectly, in or into Australia, New Zealand or South Africa.
The Offer is being made for the securities of Eircell 2000, a company
incorporated outside the United States. The Offer is subject to disclosure
requirements of a foreign country that are different from those of the United
States. Financial statements included in the Offer Document have been
prepared in accordance with foreign accounting standards that may not be
comparable to the financial statements of U.S. companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under U.S. federal securities laws, since Vodafone is incorporated
outside the United States and some or all of its officers and directors are
residents of a foreign country. You may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of the U.S.
securities laws. It may be difficult to compel a foreign company and its
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that Vodafone and/or UBS Warburg Ltd. (on behalf of
Vodafone) may purchase securities in Eircell 2000 otherwise than under the
Offer, such as in open market or privately negotiated purchases as further
described in the Offer Document. Please read paragraph 7.7 ('Other Information
') in Appendix 6 of the Offer Document for further details on how information
regarding any such purchases will be disclosed.
Notwithstanding anything to the contrary herein, in the United States, the
Offer is being made directly by Vodafone and not by UBS Warburg Ltd.
References to the Offer being made by UBS Warburg Ltd. should be read
accordingly.
This announcement does not constitute, or form part of, an offer or any
solicitation of an offer for securities in any jurisdiction.
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