Offer for Libertel
Vodafone Group Plc
04 March 2003
4 March 2003
For Immediate Release - Not for release or distribution in the United States of
America, Canada or Japan
VODAFONE'S PUBLIC OFFER FOR LIBERTEL
Vodafone Group Plc ('Vodafone') announces that the Offer Document (the 'Offer
Document') detailing the public offer for the outstanding shares which it does
not already own (the 'Shares') in Vodafone Libertel N.V. ('Libertel') (the '
Offer') has today been made public and is available at the addresses listed
below. The key terms of the Offer are:
- The Offer price is EUR 11.00 in cash for each Share. Vodafone will not
increase the Offer price.
- As is customary in public offers in The Netherlands, the Offer is
conditional upon Vodafone's shareholding reaching or exceeding 95% of the
total issued share capital of Libertel, although this condition can be
waived at Vodafone's sole discretion. There are no other conditions to the
Offer.
- The acceptance period is from 5 March 2003 until 15.00 (C.E.T.) on 27
March 2003. Vodafone reserves the right to extend the acceptance period.
- Vodafone will make an announcement as to whether or not the Offer will
be declared unconditional by no later than the fifth business day following
the end of the acceptance period.
- Settlement in respect of the Shares validly tendered in the Offer will
take place within five business days of the day on which the Offer is
declared unconditional.
The Offer price represents a premium of 35.6% over the volume-weighted average
Libertel share price over the twelve months prior to the announcement on 13
January 2003 that Vodafone was in discussions with Libertel regarding a possible
public offer.
Since the announcement of the Offer on 12 February 2003, Vodafone has increased
its shareholding in Libertel from approximately 77.6% of the total issued share
capital of Libertel to approximately 83.8% through market purchases. Vodafone
intends to continue to make market purchases of Shares as and when they become
available at up to a maximum price of EUR 11.00 per Share.
If the Offer results in Vodafone's shareholding reaching or exceeding 95% of the
total issued share capital of Libertel, excluding any shares that Libertel owns,
Vodafone intends to exercise its rights under Dutch law to initiate a
squeeze-out procedure in order to acquire 100% of the shares in Libertel.
Vodafone also intends to apply to delist shares in Libertel from the Euronext
Amsterdam Stock Exchange when possible.
To accept the Offer, Libertel shareholders must tender their Shares no later
than 15.00 (C.E.T.) on 27 March 2003, unless the acceptance period is extended,
through their bank or stockbroker where their Shares are administered, to Rabo
Securities N.V., Amstelplein 1, 1096 HA Amsterdam, The Netherlands.
The Offer Document, dated 4 March 2003, which outlines all the terms of and the
condition to the Offer, is available in both the Dutch and English language.
The English version of the Offer Document shall in all respects prevail over the
Dutch version. The Offer Document is available free of charge at Rabo
Securities N.V., Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The
Netherlands (tel. +31-20-460-4747, fax. +31-20-460-4962 or e-mail:
corporateadvisory.info@rabobank.com) and at the head office of Libertel at
Avenue Ceramique 300, 6221 KX Maastricht, The Netherlands (tel. +31-43-355-7338,
fax. +31-43-355-5022).
Goldman Sachs International is acting for Vodafone Group Plc and no one else in
connection with the Offer and will not be responsible to anyone other than
Vodafone Group Plc for providing the protections afforded to clients of Goldman
Sachs International or for providing advice in relation to the Offer.
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/John West
Tel: +44 (0) 20 7600 2288
Notes for editors:
- Libertel's current, approximate shareholder structure is as follows:
Vodafone's Minority Treasury Total Vodafone Minority
Shares Shares Shares Shares Holding Treasury Interest
(m) (m) (m)* (m) Shares*
262.0 46.5 4.0 312.5 83.8% 1.3% 14.9%
* Treasury shares owned by Libertel (source: Vodafone Libertel N.V.).
The Offer is not being made, directly or indirectly, in or into the United
States of America, Canada or Japan, and 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 Offer is furthermore not being 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 under Dutch
law. No document relating to the Offer 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.
- ENDS -
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