Mannesmann - Interim Settlement Acceptance Levels
Vodafone AirTouch PLC
11 February 2000
VODAFONE AIRTOUCH RECOMMENDED OFFER FOR MANNESMANN
INTERIM SETTLEMENT LEVEL OF ACCEPTANCES
Vodafone AirTouch Plc announces that by 17.30 CET on 10 February
2000, valid acceptances of the Offer had been received and
booked into Clearstream Banking AG, Frankfurt in respect of a
total of 337,583,583 Mannesmann Shares, representing
approximately 67.06 % of the issued share capital of Mannesmann
AG.
Vodafone AirTouch will issue today a first tranche of
19,905,480,938 New Vodafone AirTouch Shares, to be delivered to
accepting Mannesmann Shareholders whose acceptances were booked
into Clearstream Banking AG, Frankfurt by 17.30 CET on 10
February 2000.
As previously announced by FTSE International, the weighting
adjustments in the FTSE indices will take place after the close
of business today. This re-weighting will reflect the
19,905,480,938 New Vodafone AirTouch Shares to be issued.
Deutsche Borse will remove Mannesmann completely from the DAX
30 index at the same time, as described in its announcement of
9 February 2000.
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.
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 +44 (0)1635 33251
Tim Brown, Investor Relations Director +44 (0)1635 33251
Melissa Stimpson, Senior Investor Relations Manager +44(0)1635 33 251
Mike Caldwell, Corporate Communications Director +44(0)1635 33 251
Goldman Sachs International
Scott Mead +44 (0)171 774 1000
Simon Dingemans +44 (0)171 774 1000
Warburg Dillon Read
Warren Finegold +44 (0)171 567 8000
Mark Lewisohn +44 (0)171 567 8000
Tavistock Communications
Lulu Bridges +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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