Obligation Vodafone Plc 5% ( US92857WAF77 ) en USD

Vodafone Plc

100 % ⇌

Royaume-Uni

US92857WAF77 ( en USD )

5% par an ( paiement semestriel )

16/12/2013 - Obligation échue

Prospectus brochure de l'obligation Vodafone Group US92857WAF77 en USD 5%, échue

1 000 USD

1 000 000 000 USD

92857WAF7

NR

NR

Vodafone Group est une société multinationale de télécommunications offrant des services de téléphonie mobile, fixe, internet haut débit et télévision dans plus de 30 pays, principalement en Europe, Afrique et Asie-Pacifique.

Cet article détaille les caractéristiques d'une obligation historique émise par Vodafone Group, une entreprise de télécommunications multinationale dont le siège est au Royaume-Uni et l'un des plus grands opérateurs de réseaux mobiles au monde. Cette émission, identifiée par le code ISIN US92857WAF77 (Code CUSIP : 92857WAF7), était libellée en dollars américains (USD) et offrait un taux d'intérêt annuel fixe de 5%, payable avec une fréquence semestrielle (2 paiements par an). Le montant total de l'émission s'élevait à 1 000 000 000 USD, avec une taille minimale d'achat fixée à 1 000 USD, et le pays d'émission désigné était le Royaume-Uni. La maturité de cette obligation était fixée au 16 décembre 2013 ; il est important de noter que cette obligation est arrivée à échéance à la date prévue et a été intégralement remboursée à 100% de son prix nominal. Concernant l'évaluation du risque, cette émission n'avait pas de notation attribuée par les agences Standard & Poor's (S&P) et Moody's (NR).

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Filed pursuant to Rule 424(b)(5)
Registration No. 333-10762
Prospectus Supplement to Prospectus dated November 30, 2000.

$1,000,000,000
Vodafone Group Plc
5% Notes due 2013
Interest on the notes is payable semi-annually on June 16 and December 16 of each year, beginning on
June 16, 2004. The notes will mature on December 16, 2013. The notes will be unsecured and will rank equally
with all other unsecured, unsubordinated obligations of Vodafone Group Plc from time to time outstanding.
We may redeem some or all of the notes at any time and from time to time at the make-whole redemption
price determined in the manner described in this prospectus supplement. We may also redeem the notes at any
time at 100% of the principal amount upon the occurrence of certain tax events described in this prospectus
supplement and the attached prospectus.
The underwriters propose to offer the notes from time to time for sale in negotiated transactions, or
otherwise, at varying prices to be determined at the time of each sale. The underwriters have agreed to purchase
the notes from us at 99.213% of their principal amount ($992,130,000 aggregate proceeds, before expenses, to
us), subject to the terms and conditions of the underwriting agreement between the underwriters and us.
Application will be made to list the notes on the New York Stock Exchange. We expect that the notes will be
eligible for trading on the New York Stock Exchange within 30 days after delivery of the notes.
See "Risk Factors" beginning on page 3 of the attached prospectus and on page 25 of our Annual Report on
Form 20-F for the fiscal year ended March 31, 2003, which is incorporated by reference in this prospectus
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supplement, to read about factors you should consider before investing in the notes.
Neither the Securities and Exchange Commission nor any state securities commission or other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy
of this prospectus supplement or the attached prospectus. Any representation to the contrary is a criminal
offense.
The offering price set forth above does not include accrued interest. Interest on the notes will accrue from
September 22, 2003 and must be paid by the purchaser if the notes are delivered after September 22, 2003. The
underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust
Company, referred to herein as DTC, against payment in New York, New York on or about September 22, 2003.
The clearing and settlement system we will use is the book-entry system operated by DTC.
Joint Book-Runners
Citigroup
HSBC
Prospectus Supplement dated September 15, 2003.
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Unless otherwise stated in this prospectus supplement or the attached prospectus or unless the context
otherwise requires, references in this prospectus supplement or the attached prospectus to "Vodafone", "we",
"our", "ours" and "us" are to Vodafone Group Plc.
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to incorporate by
reference into this prospectus supplement and the attached prospectus the information filed with them, which
means that:

· incorporated documents are considered part of this prospectus supplement and the attached prospectus;

· we can disclose important information to you by referring to those documents; and

· information filed with the SEC in the future will automatically update and supersede this prospectus
supplement and the attached prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the
attached prospectus.
We incorporate in this prospectus supplement and the attached prospectus by reference the documents
described in "Where You Can Find More Information" in the attached prospectus which we filed with the SEC
pursuant to the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act, except to
the extent amended or superseded by subsequent filings. We also incorporate by reference any future filings that
we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus
supplement but before the end of the notes offering and that, in the case of any future filings on Form 6-K, are
identified in such filing as being incorporated into this prospectus supplement or the attached prospectus.
The documents incorporated by reference in this prospectus supplement and the attached prospectus and, in
particular, those set forth below contain important information about Vodafone and its financial condition.

· Vodafone's Annual Report on Form 20-F for the year ended March 31, 2003;

· Vodafone's Form 6-K, dated July 31, 2003; and

· Vodafone's Form 6-K, dated August 21, 2003.
You should read "Where You Can Find More Information" in the attached prospectus for information on
how to obtain the documents incorporated by reference or other information relating to Vodafone.
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GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or
incorporated by reference into, this prospectus supplement and the attached prospectus, and, if given or made,
such information must not be relied upon as having been authorized. This prospectus supplement and the
attached prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than
the notes to which it relates or an offer to sell or the solicitation of an offer to buy such notes by any person in
any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
supplement and the attached prospectus nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in our affairs since the date of this prospectus supplement or that the
information contained in this prospectus supplement and the attached prospectus is correct as of any time
subsequent to its date.
The distribution of this prospectus supplement and the attached prospectus and the offering and sale of the
notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement
and the attached prospectus come are required by us and the underwriters to inform themselves about and to
observe any such restrictions.
Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN,
England.
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RECENT DEVELOPMENTS
On July 28, 2003, we announced key performance indicators for the quarter ended June 30, 2003. For the
year ended June 30, 2003, the percentage of total service revenue derived from data services increased to 15.0%
from 12.1% for the same period last year. At the end of June 2003, we had 1.75 million Vodafone live! customers
compared to more than 1 million customers at March 31, 2003. We also reported sales of over 100,000 of our
Mobile Connect Cards, high speed data cards enabling customers to access their normal business applications
when out of the office, as of July 28, 2003.
On July 30, 2003, we announced that, effective September 1, 2003, Luc Vandevelde, Chairman of Marks &
Spencer plc and Executive Chairman of Change Capital Partners, accepted an invitation to join our Board of
Directors.
As noted in our Annual Report on Form 20-F for the year ended March 31, 2003, in order to enhance
shareholder value and more closely align our operations, we continue to purchase minority stakes in certain of
our subsidiaries and to make acquisitions or disposals of certain businesses. On August 1, 2003, we announced
that we increased our shareholding in Vodafone Malta Limited from 80% to 100% for a cash consideration of
30 million.
On August 5, 2003, we announced that we agreed on the terms of a recommended offer for our purchase of
the shares of Project Telecom plc. We are offering 70 pence in cash for each share of Project Telecom. If all
existing issued shares of Project Telecom are tendered in the offer, the aggregate purchase price will be
approximately £155 million. The cash element of the offer will be financed from our existing resources. As of
September 2, 2003, shares representing 85.7% of the existing issued share capital of Project Telecom have been
tendered in the offer. The offer will remain open for acceptance until September 18, 2003.
On August 11, 2003, we announced that our wholly owned subsidiary Vodafone UK Limited, reached an
agreement to acquire the entire share capital of Singlepoint (4U) Limited from its parent company for a total cash
consideration of £405 million, which will be paid from our existing resources. The transaction is subject to EU
merger clearance, which is expected during September 2003.
On August 21, 2003, we announced that our 66.7% indirectly owned subsidiary Japan Telecom Holdings
Co., Ltd. ("Japan Telecom Holdings"), agreed to the leveraged acquisition of its 100% owned fixed line business,
Japan Telecom Co., Ltd. ("Japan Telecom"), by a private equity firm. As a result of the transaction, Japan
Telecom Holdings will receive aggregate consideration of ¥261.3 billion (£1.4 billion) in the form of
¥228.8 billion (£1.2 billion) in cash and ¥32.5 billion (£0.2 billion) of redeemable preferred equity. The cash
received by us will be used to reduce our consolidated net debt. Subject to the fulfillment of certain conditions,
including signing definitive agreements relating to bank financing for a portion of the purchase price, for which
signed commitments have been received from 11 banks, the transaction is expected to close in the final quarter of
calendar year 2003. We expect to cease including Japan Telecom as a consolidated subsidiary in our consolidated
financial results once the definitive agreements relating to the bank financing are signed, which is expected to
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occur in early October.
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DESCRIPTION OF NOTES
This section contains a brief description of the terms of the notes. For additional information about the notes
and their terms, please see "Description of Debt Securities We May Offer" in the attached prospectus.

Notes
$1,000,000,000 principal amount of 5% Notes due 2013.

Maturity
We will repay the notes at 100% of their principal amount plus accrued interest
on December 16, 2013.

Issue price
99.213%

Ranking
The notes will rank equally with all present and future unsecured and
unsubordinated indebtedness of Vodafone. Because we are a holding company,
the notes will effectively rank junior to any indebtedness or other liabilities of
our subsidiaries.

Interest
Interest on the notes will accrue from September 22, 2003.

Interest payment dates
Semi-annually on June 16 and December 16.

First interest payment date
June 16, 2004.

Regular record dates for
Every June 1 and December 1.
interest

Payment of additional amounts We intend to make all payments on the notes without deducting United
Kingdom (U.K.) withholding taxes. If any deduction is required on payments to
non-U.K. investors, we will pay additional amounts on those payments to the
extent described under "Description of Debt Securities We May Offer --
Payment of Additional Amounts" in the attached prospectus.

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Optional make-whole
We have the right to redeem the notes, in whole or in part, at any time and from
redemption
time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of the notes plus accrued interest to the date of redemption and
(2) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the notes (excluding
any portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the adjusted treasury rate, plus 15
basis points. Adjusted treasury rate means, with respect to any redemption date,
the rate per year equal to the semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable
treasury price for such redemption date. Comparable treasury issue means the U.
S. Treasury security selected by the quotation agent as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining terms of such notes. Comparable treasury price
means, with respect to any redemption date, the average of the reference
treasury dealer quotations for such redemption date. Quotation agent means the
reference treasury dealer appointed by the trustee after consultation with us.
Reference treasury dealer means any
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Document Outline

sec.gov
- #1">FILED PURSUANT TO RULE 424B5