Further re possible offers
Vodafone Group Plc
05 February 2003
5 February 2003
For Immediate Release - Not for release or distribution in the United States of
America, Canada or Japan
VODAFONE FINALISES TERMS OF PROPOSED MINORITY OFFERS IN SWEDEN AND PORTUGAL
On 13 January 2003, Vodafone Group Plc ('Vodafone') announced that it had
entered into discussions with the Boards of Europolitan Vodafone AB (publ) ('
Europolitan'), Vodafone Libertel N.V. ('Libertel') and Vodafone
Telecel-Comunicacoes Pessoais, S.A. ('Telecel'), its quoted subsidiaries in
Sweden, The Netherlands and Portugal, respectively, concerning possible tender
offers by Vodafone for the outstanding shares which it does not already own in
these companies.
Vodafone has now finalised the key terms of the proposed offers in Sweden and
Portugal which will proceed as follows:
• The proposed offers will be made in cash and on the following terms:
For each Europolitan share: SEK47.00
For each Telecel share: €8.50
• Vodafone has determined that the offers will be unconditional upon the
formal launch of the offers.
• Vodafone expects that each of the offers in Sweden and Portugal will be
earnings enhancing. The aggregate cost of the offers based on the proposed
offer prices will be up to approximately €1.2 billion and will be satisfied from
the Group's cash resources and existing facilities.
• Upon completion of the offers, and subject to reaching the relevant
thresholds in each jurisdiction, Vodafone intends to implement squeeze-out
procedures to acquire 100% of the shares of Europolitan and Telecel. Vodafone
also intends to apply to de-list the shares of Europolitan and Telecel from the
relevant Stock Exchanges.
• As is customary in Sweden, Vodafone is liaising with the relevant
regulatory authorities to complete the registration of the offer for
Europolitan. The independent directors of the Board of Europolitan recommend
that the shareholders of Europolitan should accept the offer.
• As is customary in Portugal, Vodafone has today announced to the
relevant regulatory authorities its intention to make a formal offer and is
liaising with them to register the offer. There is no requirement in Portugal
for a formal recommendation.
Vodafone continues to be in discussions with the Boards of Libertel on the terms
of Vodafone's proposed offer for the minority shares in Libertel. Accordingly,
Vodafone will make a further announcement as soon as these discussions have
reached a conclusion. There can be no certainty at this stage that any offer
will be made.
Vodafone expects that offer documentation for Europolitan and Telecel will be
circulated during February and that completion of the offers will take place by
the end of March 2003.
For further information contact:
Vodafone Group Plc
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: +44 (0) 1635 673310
Goldman Sachs International
Simon Dingemans
Tel: +44 (0) 20 7774 1000
Tavistock Communications
Lulu Bridges/Justin Griffiths
Tel: +44 (0) 20 7600 2288
Notes for editors:
• Vodafone's current shareholdings in its quoted subsidiaries are as
follows:
Target Vodafone Minority Total Shares Vodafone Minority
Shares (m) Shares (m) (m) Holding Interest
Europolitan: 306.2 104.0 410.2 74.6% 25.4%
Libertel: 242.4 70.1 312.5 77.6% 22.4%
Telecel: 132.0 83.0 215.0 61.4% 38.6%
The offer in respect of Europolitan will not be made, directly or indirectly, in
or into the United States of America, Canada or Japan. Copies of this document
and any future related materials are not being and may not be mailed or
otherwise distributed or sent in or into the United States of America, Canada or
Japan.
The offers will furthermore not be directed to persons whose participation in
the offering requires that further offer documents are issued or that
registration or other measures are taken, other than those required as a result
of the application of Swedish or Portuguese law, as relevant. No documents
relating to any of the offers may be distributed in or into any country where
such distribution or offering requires any of the aforementioned measures to be
taken or would be in conflict with any law or regulation of such a country.
This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000 by Goldman
Sachs International.
Goldman Sachs International is acting for Vodafone Group Plc and no one else in
connection with the offers and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs International, or
for providing advice in relation to any offers.
- ENDS -
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