Offer For Mannesmann Convertible Bonds
Vodafone AirTouch PLC
18 February 2000
VODAFONE AIRTOUCH ANNOUNCES TERMS OF
OFFER FOR MANNESMANN CONVERTIBLE BONDS
Vodafone AirTouch Plc announces the terms of its offer (the
'Convertible Bond Offer') for the Euros 2,300,000,000
Mannesmann Finance B.V. 1% Convertible Bonds of 1999/2004
nominal amount Euros 5,000 each convertible into ordinary
registered shares of Mannesmann AG (the 'Mannesmann
Convertible Bonds').
Terms of the offer
The key terms of the Convertible Bond Offer are as follows:
* 1,440 New Vodafone AirTouch Shares for each Mannesmann
Convertible Bond.
* The Convertible Bond Offer values each Mannesmann
Convertible Bond at Euros 7,559 based on the closing
price of one Vodafone AirTouch Share on 17 February
2000 of 322.5 pence and an exchange rate of Euro
1.6276 to £1.
* The Convertible Bond Offer will be open for
acceptances from 00.01 Central European Time ('CET')
on 21 February 2000 until 24.00 CET on 21 March 2000.
Acceptances
Acceptances should be returned as soon as practicable after
the commencement of the Convertible Bond Offer Period in
electronic, written or any other form accepted by the
bondholder's depositary bank as set out in the Convertible
Bond Offer Document to be dated 21 February 2000 (the 'Bond
Offer Document'). Acceptances must be received by the
bondholder's depositary bank by no later than 24.00 CET on 21
March 2000.
Bondholders should receive the Bond Offer Document from their
depositary bank on or after 21 February 2000. Copies of the
Bond Offer Document can also be obtained by contacting D. F.
King (Europe) Limited (the 'Information Agent') at telephone
+44 (0) 207 920 9700; fax +44 (0) 207 588 7300.
Further terms of the offer
The Convertible Bond Offer is not subject to any conditions or
minimum level of acceptances. During the Offer Period, once a
Mannesmann Convertible Bondholder has accepted the Convertible
Bond Offer, the Mannesmann Convertible Bonds (Securities
Identification Number 352 550) to which such acceptance
relates will be booked under the tendered Mannesmann
Convertible Bonds' Securities Identification Number 452 735.
Under the terms of this offer, such bonds may not be traded or
converted. If a Mannesmann Convertible Bondholder wishes to
trade or convert his tendered Mannesmann Convertible Bonds,
such bonds must be withdrawn in accordance with paragraph 2 of
Part A of Appendix I of the Bond Offer Document.
Further information
The Executive Office of the German Takeover Commission has
confirmed that the terms of the Convertible Bond Offer are in
compliance with the German Takeover Code. The full terms of
the Convertible Bond Offer will be set out in the Bond Offer
Document. Bondholders are advised to read the Bond Offer
Document in conjunction with the Listing Particulars dated 20
December 1999, the Supplementary Listing Particulars dated 27
January 2000, and the Second Supplementary Listing Particulars
dated 8 February 2000 relating to New Vodafone AirTouch
Shares.
Bondholders are encouraged to confirm the timely booking of
their Mannesmann Convertible Bonds into Clearstream Banking
AG, Frankfurt (formerly Deutsche Borse Clearing) and the
settlement procedures for the receipt of the New Vodafone
AirTouch Shares with their depositary bank as soon as
possible.
Bondholders in any doubt as to the procedures for acceptance
of the Convertible Bond Offer or requiring assistance with
accepting the Convertible Bond Offer, should call their
depositary bank.
Bank custodian, broker custodian and institutional investor
enquiries in relation to 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
Convertible Bond Offer and requests for additional copies of
Convertible Bond Offer materials should be directed to D. F.
King (Europe) Limited 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 Convertible Bond 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
William Cooper
Tel: +44 (0) 171 600 2288
Financial Dynamics
Perry Hall
Tel: +49 (0) 69 971 68123
Words defined in the press release dated 18 January 2000
(titled 'Vodafone AirTouch responds to Mannesmann's Defence')
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 nor for giving
advice in relation to the Convertible Bond 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 New Vodafone AirTouch Shares offered in the Convertible
Bond Offer have not been registered under the US Securities
Act of 1933 (the 'Securities Act'). The Convertible Bond Offer
in the United States is being made pursuant to an exemption
from the US tender offer rules provided by Rule 14d-1(c) under
the US Securities Exchange Act of 1934 and pursuant to an
exemption from the registration requirements of the Securities
Act provided by Rule 802 thereunder.
It is the responsibility of any person receiving a copy of
this announcement in any jurisdiction other than the United
Kingdom, Germany or 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.
Latest directors dealings
- 5 hours ago ASOS
- 6 hours ago MJ Gleeson
- 6 hours ago Rolls-Royce Holdings
- 6 hours ago Crest Nicholson Holdings
- 7 hours ago Naked Wines