Obligation Vodafone Group Ltd 2.5% ( US92857WAZ32 ) en USD

Vodafone Group Ltd

100 % ▲

Royaume-uni

US92857WAZ32 ( en USD )

2.5% par an ( paiement semestriel )

26/09/2022 - Obligation échue

Prospectus brochure de l'obligation Vodafone Group PLC US92857WAZ32 en USD 2.5%, échue

1 000 USD

1 000 000 000 USD

92857WAZ3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

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

L'Obligation émise par Vodafone Group Ltd ( Royaume-uni ) , en USD, avec le code ISIN US92857WAZ32, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/09/2022

L'Obligation émise par Vodafone Group Ltd ( Royaume-uni ) , en USD, avec le code ISIN US92857WAZ32, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Vodafone Group Ltd ( Royaume-uni ) , en USD, avec le code ISIN US92857WAZ32, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS2
Table of Contents
CALCULATION OF REGISTRATION FEE

Amount to be
Amount of
Title of Each Class of Securities Offered

Registered
Registration Fee(1)

1.25% Notes due September 2017

$1,000,000,000
$114,600

2.50% Notes due September 2022

$1,000,000,000
$114,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-168347
Prospectus Supplement to Prospectus dated July 28, 2010
$2,000,000,000
$1,000,000,000 1.25% NOTES DUE SEPTEMBER 2017
$1,000,000,000 2.50% NOTES DUE SEPTEMBER 2022
The Notes offered by this prospectus supplement comprise the $1,000,000,000 1.25% Notes due September 2017 (the "Tranche 1
Notes") and the $1,000,000,000 2.50% Notes due September 2022 (the "Tranche 2 Notes" and, together with the Tranche 1 Notes, the
"Notes"). Interest will be payable, with respect to the Tranche 1 Notes, semi-annually on March 26 and September 26 of each year,
commencing March 26, 2013 up to and including September 26, 2017, the maturity date for the Tranche 1 Notes, subject to the applicable
business day convention, and, with respect to the Tranche 2 Notes, semi-annually on March 26 and September 26 of each year, commencing
March 26, 2013 up to and including September 26, 2022, the maturity date for the Tranche 2 Notes, subject to the applicable business day
convention. We will repay the Tranche 1 Notes on September 26, 2017 and the Tranche 2 Notes on September 26, 2022, in each case at
100% of their principal amount plus accrued and unpaid interest. 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 either tranche of the Notes, in whole but not in part, at any time at 100% of their principal amount plus accrued
interest upon the occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus. In addition, we
may redeem either tranche of the Notes, in whole or in part, at any time at 100% of the principal amount plus accrued interest plus a
make-whole amount as described herein.
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.
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See "Risk Factors" beginning on page 5 of the accompanying prospectus and "Principal risk factors and uncertainties"
beginning on page 51 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2012, which is incorporated by
reference in this prospectus supplement and the accompanying prospectus, 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 accompanying
prospectus. Any representation to the contrary is a criminal offense.
Underwriting
Discounts and
Proceeds,

Price to Public(1)

Commissions
Before Expenses(2)
Per Tranche 1 Note

99.691%
0.25%
99.441%
Total for the Tranche 1 Notes
$
996,910,000 $ 2,500,000 $
994,410,000
Per Tranche 2 Note

98.699%
0.35%
98.349%
Total for the Tranche 2 Notes
$
986,990,000 $ 3,500,000 $
983,490,000
(1)
Plus accrued interest, if any, from and including September 26, 2012 to the date the Notes are delivered to investors.
(2)
See "Underwriting" beginning on page S-8 of this prospectus supplement.
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 26, 2012. The clearing and settlement system
will be the book-entry system operated by DTC.
Barclays
Goldman, Sachs & Co.
Mitsubishi UFJ Securities
Morgan Stanley
Prospectus Supplement dated September 19, 2012.
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Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise requires,
references in this prospectus supplement or the accompanying 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 accompanying 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
accompanying prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the accompanying
prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents described in "Where
You Can Find More Information" in the accompanying 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 accompanying 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 SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F
Year ended March 31, 2012
Report on Form 6-K
Three months ended June 30, 2012
You should read "Where You Can Find More Information" in the accompanying 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 accompanying prospectus, and, if given or made, such information must not be relied
upon as having been authorized. This prospectus supplement and the accompanying 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 accompanying 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 accompanying prospectus is correct as of any time subsequent to its date.
The distribution of this prospectus supplement and the accompanying 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 accompanying prospectus come
are required by us and the underwriters to inform themselves about and to observe any such restrictions.
To the extent that the offer of the Notes is made in any EEA Member State that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in any Member State, the "Prospectus Directive") before the date of publication of an approved
prospectus in relation to such Notes which has been approved by the competent authority in that Member State in accordance with the
Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive and notified to the competent authority
in that Member State in accordance with the Prospectus Directive), the offer (including any offer pursuant to this document) is only
addressed to qualified investors in that Member State within the meaning of the Prospectus Directive or has been or will be made
otherwise in circumstances that do not require us to publish a prospectus pursuant to the Prospectus Directive.
This prospectus supplement and the accompanying prospectus is only being distributed to and is only directed at (i) persons who are
outside the United Kingdom; (ii) persons in the United Kingdom who have professional experience in matters related to investments and
who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) of the United Kingdom (the "Order"); (iii) persons who fall within Article 49(2)(a) to (d) of the Order; and (iv) any
other persons to whom this prospectus supplement and the accompanying prospectus may otherwise lawfully be directed (all such persons
together being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this prospectus supplement and the accompanying prospectus or any of its contents.
Vodafone's headquarters are located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
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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 the Debt Securities We May Offer" in the accompanying prospectus.
1.25% Notes due September 2017

Maturity date
We will repay the Tranche 1 Notes on September 26, 2017 at 100% of their
principal amount plus accrued and unpaid interest.

Issue date
September 26, 2012.

Issue price
99.691% of the principal amount, plus accrued interest, if any, from and including
September 26, 2012 to the date the Tranche 1 Notes are delivered to investors.

Interest rate
1.25% per annum.

Interest payment dates
Semi-annually on March 26 and September 26 of each year, commencing March 26,
2013 up to and including the maturity date for the Tranche 1 Notes, subject to the
applicable business day convention.

Business day convention
Following, Unadjusted.

Day count fraction
30/360.

Optional make-whole redemption
We have the right to redeem the Tranche 1 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such 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 such 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 10 basis
points.

2.50% Notes due September 2022

Maturity date
We will repay the Tranche 2 Notes on September 26, 2022 at 100% of their
principal amount plus accrued and unpaid interest.

Issue date
September 26, 2012.

Issue price
98.699% of the principal amount, plus accrued interest, if any, from and including
September 26, 2012 to the date the Tranche 2 Notes are delivered to investors.

Interest rate
2.50% per annum.

Interest payment dates
Semi-annually on March 26 and September 26 of each year, commencing March 26,
2013 up to and including the maturity date for the Tranche 2 Notes, subject to the
applicable business day convention.
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Business day convention
Following, Unadjusted.

Day count fraction
30/360.

Optional make-whole redemption
We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time
and from time to time at a redemption price equal to the greater of (1) 100% of the
principal amount of such 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 such 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.

The following terms apply to each tranche of the
Notes:

Business days
New York.

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.

Regular record dates for interest
With respect to each interest payment date, the regular record date for interest on
global securities in registered form will be the close of business on the Clearing
System Business Day prior to the date for payment, where "Clearing System
Business Day" means Monday to Friday, inclusive, except December 25 and
January 1. The regular record date for interest on debt securities that are
represented by physical certificates will be the date that is 15 calendar days prior
to such date, whether or not such date is a business day.

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 accompanying prospectus.

Optional tax redemption
We may redeem the Notes before they mature if we are obligated to pay additional
amounts due to changes on or after the date of the final term sheet in U.K.
withholding tax requirements, a merger or consolidation with another entity or a
sale or lease of substantially all our assets and other limited circumstances
described under "Description of Debt Securities We May Offer -- Payment of
Additional Amounts" in the accompanying prospectus. In that event, we may redeem
the Notes in whole but not in part on any interest payment date, at a price equal to
100% of their principal amount plus accrued interest to the date fixed for
redemption.
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Adjusted treasury rate
"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 such 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 primary U.S.
government securities dealer in New York City selected by the trustee after
consultation with us.

"Reference treasury dealer quotations" means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the trustee,
of the bid and asked prices for the comparable treasury issue (expressed as a
percentage of its principal amount) quoted in writing to the trustee by such
reference treasury dealer at 5:00 p.m. Eastern Standard Time on the third business
day preceding such redemption date.

Listing
We will file an application 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.

Use of proceeds
We intend to use the net proceeds from the sale of the Notes for general corporate
purposes.

Risk factors
You should carefully consider all of the information in this prospectus supplement
and the accompanying prospectus, which includes information incorporated by
reference. In particular, you should evaluate the specific factors under "Risk
Factors" beginning on page 5 of the accompanying prospectus and "Principal risk
factors and uncertainties" beginning on page 51 of our Annual Report on Form 20-F
for the fiscal year ended March 31, 2012 for risks involved with an investment in
the Notes.

Trustee and principal paying agent
The Bank of New York Mellon.

Timing and delivery
We currently expect delivery of the Notes to occur on or about September 26, 2012.

Underwriters
Barclays Capital Inc., Goldman, Sachs & Co., Mitsubishi UFJ Securities
(USA), Inc. and Morgan Stanley & Co. LLC.
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USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts and commissions but before expenses) from the sale of the Notes
will be approximately $1,977,900,000. We intend to use the net proceeds from the sale of the Notes for general corporate purposes.
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UNDERWRITING
We have entered into an underwriting agreement and a pricing agreement with the underwriters listed below. Subject to certain
conditions, we have agreed to sell and each underwriter has severally agreed to purchase the principal amount of Notes indicated opposite
such underwriter's name in the following table:
Principal
Principal
Amount of
Amount of
Underwriter

Tranche 1 Notes

Tranche 2 Notes

Barclays Capital Inc.
$
250,000,000 $
250,000,000
Goldman, Sachs & Co.
$
250,000,000 $
250,000,000
Mitsubishi UFJ Securities (USA), Inc.
$
250,000,000 $
250,000,000
Morgan Stanley & Co. LLC
$
250,000,000 $
250,000,000

Total
$ 1,000,000,000 $ 1,000,000,000

The underwriters are committed to take and pay for all of the Notes being offered, if any are taken. The sale of the Notes to the
public by the underwriters is subject to the receipt and acceptance of, and the underwriters' right to reject, any order, in whole or in part.
Notes sold by the underwriters to the public will initially be offered at the initial public offering prices set forth on the cover of this
prospectus supplement. The underwriters may sell Notes to securities dealers at a discount from the initial public offering price of up to
0.150% of the principal amount of the Tranche 1 Notes and 0.200% of the principal amount of the Tranche 2 Notes. These securities
dealers may resell any Notes purchased from the underwriters to other brokers or dealers at a discount from the initial public offering price
of up to 0.075% of the principal amount of the Tranche 1 Notes and 0.100% of the principal amount of the Tranche 2 Notes. If all the Notes
are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms of the Notes.
The Notes are new issues of securities with no established trading market. 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. We have been advised by the underwriters that the underwriters intend to make a market in the Notes but they are not obligated
to do so and may discontinue market-making at any time without notice. No assurance can be given as to the liquidity of the trading market
for the Notes.
Delivery of the Notes will be made against payment on September 26, 2012. Trades of securities in the secondary market generally
are required to settle in three business days, referred to as T+3, unless the parties to a trade agree otherwise. Accordingly, by virtue of the
fact that the initial delivery of the Notes will not be made on a T+3 basis, investors who wish to trade the Notes before a final settlement
will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
In connection with the offering, the underwriters may purchase and sell Notes in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters
of a greater aggregate principal amount of Notes than they are required to purchase in the offering. Stabilizing transactions consist of bids or
purchases made for the purpose of preventing or retarding a decline in the market prices of Notes while the offering is in progress. The
underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in
stabilizing or short-covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market prices of Notes. As a result, the prices of
Notes may be higher than the prices that otherwise might exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
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In the ordinary course of their respective businesses the underwriters and their affiliates have engaged and may in the future engage
in various banking and financial services for and commercial transactions with us and our affiliates for which they received or will receive
customary fees and expenses.
We estimate that our total allocable expenses (which consist of, among other fees, legal fees and expenses, accounting fees and
expenses and printing expenses) for this offering, excluding underwriting discounts, will be approximately $270,000.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the U.S. Securities Act of
1933.
Each of the underwriters has severally represented and warranted the following:
1)
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), each Underwriter represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation
Date") it has not made and will not make an offer of Designated Securities which are the subject of the offering
contemplated by the Prospectus as completed by the final terms in relation thereto to the public in that Relevant
Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of
Designated Securities to the public in that Relevant Member State:
(a)
if the final terms in relation to the Designated Securities specify that an offer of those Designated Securities
may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a
"Non-exempt Offer"), following the date of publication of a prospectus in relation to such Designated
Securities which has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that
Relevant Member State, provided that any such prospectus has subsequently been completed by the final
terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period
beginning and ending on the dates specified in such prospectus or final terms, as applicable;
(b)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(c)
at any time to fewer than 100, or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) as permitted under the Prospectus Directive subject to obtaining the prior consent of
the relevant Underwriter or Underwriters nominated by the Company for any such offer; or
(d)
at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Designated Securities referred to in (b) to (d) above shall require the Company or any
Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Designated Securities to the public" in relation to any
Designated Securities in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Designated Securities to be offered so as to enable an investor
to decide to purchase or subscribe the Designated Securities, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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