[6-K] Vodafone Group PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Vodafone Group Plc (VOD) released the final results of its concurrent U.S.-dollar and sterling cash tender offers for notes maturing between 2043 and 2059.

• The Maximum Tender Amount was raised to €2.5 billion equivalent (from €2.0 billion).
• After the Early Tender Deadline an additional €45.1 million equivalent in principal was tendered; all notes submitted by the 29 Jul 2025 expiration were accepted without proration.
• Total principal accepted for purchase: USD 2050 notes $673.7 m; USD 2059 $197.0 m; GBP 2056 £685.4 m; USD 2049 $567.9 m; GBP 2049 £490.3 m; USD 2048 $186.1 m; USD 2043 $47.5 m.
• Holders tendering after the Early Tender Deadline will still receive the Total Consideration, inclusive of the Early Tender Premium.
• Final cash settlement is expected on 31 Jul 2025; all purchased notes will be cancelled and retired.

For cap calculations, Vodafone used FX rates of $/€ 0.8573 and £/€ 1.1510 as of 14 Jul 2025.

Positive

• All notes tendered by the 29 Jul 2025 expiration were accepted without proration, indicating strong completion.
• Maximum Tender Amount was increased to €2.5 bn equivalent, permitting a larger retirement of debt.
• Accepted notes will be cancelled and retired, lowering outstanding principal across seven long-dated series.

Negative

• None.

Insights

Financial Analyst

TL;DR: Vodafone buys back up to €2.5 bn of long-dated debt; all tendered notes accepted, settlement 31 Jul 2025.

The filing confirms completion of Vodafone’s liability-management exercise. Raising the cap by €0.5 bn and accepting every note offered suggests ample liquidity and strong investor participation. Principal retired spans seven series across USD and GBP currencies, with the largest take-outs in the USD 4.25% 2050 and GBP 3.0% 2056 tranches. Because purchased notes are to be cancelled, Vodafone’s future cash interest obligations on these maturities will fall, while immediate cash outflow is limited to the announced €2.5 bn cap. No proration, extended early-tender economics and a near-term settlement date reduce residual execution risk. Overall, the transaction streamlines the long-dated debt stack and modestly reduces balance-sheet leverage.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULES 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

Dated July 30, 2025

Commission File Number: 001-10086

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ✓ Form 40-F _

This Report on Form 6-K contains a Stock Exchange Announcement dated 30 July 2025 entitled ‘FINAL RESULTS OF CASH TENDER OFFERS ANNOUNCED'.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF UK MAR

30 July 2025

VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES FINAL RESULTS OF ITS CASH TENDER OFFERS OF CERTAIN U.S. DOLLAR AND STERLING DENOMINATED NOTES DUE 2043 TO 2059

(Newbury, Berkshire - England) - July 30, 2025 - Vodafone Group Plc ("Vodafone" or the "Company") announces the final results of its previously announced offers to purchase for cash in concurrent, but separate, offers for the outstanding series of notes listed in the table below (the "Notes"), upon the terms of, and subject to the conditions set out in, the offer to purchase dated June 30, 2025 (the "Offer to Purchase"). As previously announced, the Company increased the Maximum Tender Amount from an aggregate purchase price (excluding Accrued Interest) of up to €2,000,000,000 equivalent to an aggregate purchase price (excluding Accrued Interest) of up to €2,500,000,000 equivalent.

The Notes denominated in U.S. Dollars are referred to herein as "Dollar Notes," and the Notes denominated in Sterling are referred to herein as "Sterling Notes." Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

The following table sets forth the incremental principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Offers after the Early Tender Deadline and at or prior to 5:00 p.m., New York City time, on July 29, 2025 (the "Expiration Date"), as reported by the Tender and Information Agent, as well as the total amount of Notes accepted for purchase in the Offers:

Title of Security		CUSIP / ISIN /Common Code		Acceptance Priority Level		Sub-Cap(1)		Incremental Principal Amount Tendered(2)		Incremental Principal Amount Accepted(3)		Total  Amount Accepted(4)
USD 4.25% Notes due September 17, 2050 (the "2050 Notes")		92857WBU3 / US92857WBU36 / N/A		1		$750,000,000		$2,615,000		$2,615,000		$673,673,000
USD 5.125% Notes due June 19, 2059 (the "2059 Notes")		92857WBT6 / US92857WBT62 / N/A		2		N/A		$319,000		$319,000		$197,014,000
GBP 3.00% Notes due August 12, 2056 (the "2056 Notes")		N/A / XS1472483772 / 147248377		3		N/A		£7,501,000		£7,501,000		£685,355,000
USD 4.875% Notes due June 19, 2049 (the "USD 2049 Notes")		92857WBS8 / US92857WBS89 / N/A		4		N/A		$3,940,000		$3,940,000		$567,900,000
GBP 3.375% notes due August 2049 (the "GBP 2049 Notes")		N/A / XS1468494239 / 146849423		5		N/A		£26,172,000		£26,172,000		£490,281,000
USD 5.25% Notes due May 30, 2048 (the "2048 Notes")		92857WBM1 / US92857WBM10 / N/A		6		N/A		$258,000		$258,000		$186,092,000
USD 4.375% Notes due February 19, 2043 (the "2043 Notes")		92857WBD1 / US92857WBD11 / N/A		7		N/A		$218,000		$218,000		$47,531,000

Notes:

(1)         The 2050 Sub-Cap, as set out in Table I above, represents the maximum aggregate principal amount of 2050 Notes that shall be purchased by the Company, subject to the applicable Maximum Tender Amount.

(2)         Represents the incremental principal amount of Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date.

(3)         Represents the incremental principal amount of Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date and accepted for purchase.

(4)         Represents the aggregate principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers, including amounts tendered both at or prior to the Early Tender Deadline, as well as amounts tendered after the Early Tender Deadline and at or prior to the Expiration Date.

The amount of each series of Notes that will be purchased in the Offers has been determined in accordance with the Acceptance Priority Levels set forth in the table above (each an "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level, subject in each case to the Maximum Tender Amount and, with respect to the 2050 Notes, the 2050 Sub-Cap.

According to the information provided by the Tender and Information Agent, €45,058,778 (equivalent) in aggregate principal amount of the Notes were validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date. All Notes validly tendered and not validly withdrawn at or prior to the Expiration Date shall be accepted for purchase, without proration. The payment of the Total Consideration for the Notes validly tendered and accepted for purchase after the Early Tender Deadline is expected to be made on the second business day after the Expiration Date, July 31, 2025 ("Final Settlement Date").

The Company previously announced that it amended the terms and conditions of the Offers to extend the deadline for receiving the applicable Early Tender Premium with respect to each series of Notes through to the Expiration Date. Accordingly, subject to the Maximum Tender Amount, the Acceptance Priority Levels and the 2050 Sub-Cap, Holders who validly tendered their Notes after the Early Tender Deadline and at or prior to the Expiration Date in the manner described in the Offer to Purchase will receive the applicable Total Consideration (which includes the applicable Early Tender Premium) for such Notes accepted for purchase, together with an amount equal to the Accrued Interest thereon. Interest will cease to accrue on the Final Settlement Date for all such Notes accepted.

All Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase were paid in full by the Company on July 17, 2025.

The purchase price for the Dollar Notes and the Sterling Notes will be paid in U.S. Dollars and Sterling, respectively. To determine whether the Maximum Tender Amount has been reached, the aggregate applicable purchase price payable (excluding Accrued Interest) for the Dollar Notes and Sterling Notes validly tendered has been converted into Euro using a conversion rate of $1: €0.8573 with respect to the Dollar Notes and £1: €1.1510 with respect to the Sterling Notes, which were the exchange rates as of 5:00 p.m. (New York City time) on July 14, 2025 as displayed on the BFIX screen on Bloomberg.

All Notes accepted in the Offers will be cancelled and retired by the Company.

For additional information, please contact the Dealer Managers, Merrill Lynch International at +44 207 996 5420 (in London), +1 (888) 292-0070 (U.S. toll free) or +1 (980) 387-3907 (U.S.) or by email to DG.LM-EMEA@bofa.com and to Deutsche Bank Securities at +1 (866) 627-0391 (U.S. toll free), +1 (212) 250-2955 (U.S.) or + 44 20 7545 8011 (in London) or the Tender and Information Agent at +44 20 7704 0880 or by email to vodafone@is.kroll.com, Attention: Owen Morris.

This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers. Following the Final Settlement Date, the Company may from time to time, in its sole and absolute discretion and to the extent permitted by applicable law, choose to acquire Notes that remain outstanding or other notes included in its previous tender offers by way of open market purchases or in privately-negotiated transactions, but is under no obligation to do so.

This announcement is being made by Vodafone Group Plc and contains information that qualified or may have qualified as inside information for the purposes of (a) Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR") as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MAR"), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law in the United Kingdom by virtue of the EUWA, this announcement is made by Maaike de Bie, Group General Counsel and Company Secretary of Vodafone.

Offer and Distribution Restrictions

Italy

None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each Offer is being carried out in the Republic of Italy ("Italy") as an exempt offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes that are resident or located in Italy can tender Notes for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

United Kingdom

The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offers is not being made by and such documents and/or materials have not been approved by an "authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA 2000"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (3) those persons who are existing members or creditors of the Company or other persons falling within Article 43(2) of the Financial Promotion Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order (all such persons together referred to as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

France

The Offers are not being made, directly or indirectly, and none of this announcement, the Offer to Purchase or any other document or material relating to the Offers has been or shall be distributed, to the public in the Republic of France other than to qualified investors as defined in Article 2(e) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation"). None of this announcement, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement, the Offer to Purchase nor any other brochure, documents or materials relating to the Offers has been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). In Belgium, the Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/"wet op de openbare overnamebiedingen"), as amended or replaced from time to time. Accordingly, the Offers may not be, and are not being advertised, and this announcement, the Offer to Purchase, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, have not and will not be distributed or made available, directly or indirectly, to any person located and/or resident within Belgium, other than to "qualified investors" ("investisseurs qualifiés"/"qekwalificeerde belegge"), within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained in this announcement, the Offer to Purchase or in any brochure or any other document or material relating thereto may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such Dealer Manager's affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each tendering Holder participating in the Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section titled "Description of the Offers-Procedures for Tendering Notes-Other Matters" in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Forward-Looking Information

This announcement contains certain forward-looking statements which reflect the Company's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will," "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Company and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Company cannot guarantee that any forward-looking statement will be realised, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.

ENDS

About Vodafone

Vodafone is a leading European and African telecoms company.

We serve over 340 million mobile and broadband customers, operating networks in 15 countries with investments in a further five and partners in over 40 more. Our undersea cables transport around a sixth of the world's internet traffic, and we are developing a new direct-to-mobile satellite communications service to connect areas without coverage. Vodafone runs one of the world's largest IoT platforms, with over 215 million IoT connections, and we provide financial services to around 88 million customers across seven African countries - managing more transactions than any other provider.

From the seabed to the stars, Vodafone's purpose is to keep everyone connected.

For more information, please visit www.vodafone.com follow us on X at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.

For more information, please contact:
Investor Relations:	investors.vodafone.com	ir@vodafone.co.uk	Media Relations:	Vodafone.com/media/contact	GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

	VODAFONE GROUP
	PUBLIC LIMITED COMPANY
	(Registrant)
Date: July 30, 2025	By: /s/ M D B
	Name: Maaike de Bie
	Title: Group General Counsel and Company Secretary

FAQ

What is the total cap of Vodafone's July 2025 cash tender offers?

Vodafone increased the cap to €2.5 billion equivalent from the original €2.0 billion.

Which series had the highest acceptance priority level in the VOD tender offers?

The USD 4.25% notes due 2050 were assigned Acceptance Priority Level 1.

When will Vodafone settle the notes accepted after the Early Tender Deadline?

Final settlement is expected on 31 July 2025.

Do holders who tendered after the Early Tender Deadline still receive the Early Tender Premium?

Yes. Vodafone extended the Early Tender Premium through the expiration date, so late tendering holders receive the Total Consideration.

How much of the USD 4.25% notes due 2050 were accepted for purchase?

Vodafone accepted $673.7 million in principal of the 2050 notes.