Completion Of Co-Control Partnership For Vantage

Vodafone Group Plc (“Vodafone”) announces the completion of its co-control partnership for Vantage Towers AG (“Vantage Towers”) with a consortium of long-term infrastructure investors led by Global Infrastructure Partners and KKR (together the “Consortium”).

Reflecting the final take-up in the connected voluntary takeover offer, the co-control partnership – Oak Holdings GmbH (“Oak Holdings”) – will own 89.3% of Vantage Towers. Vodafone has received initial net cash proceeds of €4.9 billion and now holds a 64% shareholding in Oak Holdings. The Consortium continues to progress its fundraising process, targeting to increase its ownership of Oak Holdings up to a maximum of 50% by 30 June 2023, which would result in total net proceeds to Vodafone of up to €6.6 billion.

Oak Holdings and Vantage Towers have reached an agreement on a domination and profit and loss transfer agreement which is in particular subject to the approval of Vantage Towers shareholders which shall be resolved upon in an extraordinary General Meeting on 5 May 2023.

In addition, Oak Holdings notes that Vantage Towers has resolved to redeem its outstanding bonds with a nominal value of €2.2 billion. Oak Holdings confirms that it has sufficient debt facilities in place to enable Vantage Towers to repay these bonds
in full.

As announced by Oak Holdings on 20 March 2023, Oak Holdings and Vantage Towers have entered into an agreement to delist the shares of Vantage Towers. Oak Holdings will make a delisting acquisition offer to all Vantage Towers shareholders at €32 per share.