Vodafone Airtouch Public Limited Company
Total Page：16
File Type：pdf, Size：1020Kb
$5,250,000,000 Vodafone AirTouch Public Limited Company $1,750,000,000 7.625% Notes due 2005 Vodafone $2,750,000,000 7.750% Notes due 2010 airtouch $ 750,000,000 7.875% Notes due 2030 The initial purchasers through their respective selling agents are offering the notes outside the United States in reliance on Regulation S under the United States Securities Act of 1933. In addition, the initial purchasers are offering the notes inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Vodafone AirTouch will pay interest on the notes semiannually in arrears on February 15 and August 15 of each year. The first such payment will be made on August 15, 2000. Interest on the notes is payable at the initial rate of 7.625% per annum with respect to the 5 year notes, 7.750% per annum with respect to the 10 year notes, and 7.875% per annum with respect to the 30 year notes. The interest rate payable on the notes will be subject to adjustment in the event of a decrease in the rating of our unsecured senior debt by either Moody's or S&P to below single A category during a specified period of time. See "Description of the Notes — Interest Rate". Vodafone AirTouch may redeem all of the 5 year notes, 10 year notes or 30 year notes at any time at the redemption prices set forth in this document. Vodafone AirTouch may also redeem all of the 5 year notes, 10 year notes or 30 year notes at any time at 100% of the principal amount in the event of certain tax law changes requiring the payment of additional amounts as described in this document. Vodafone AirTouch will pay accrued and unpaid interest, if any, and any other amounts payable to the date of redemption. The notes will not be subject to any sinking fund requirement. See "Description of the Notes". The notes will be unsecured obligations of Vodafone AirTouch, and will rank equally with each other and with all present and future unsecured and unsubordinated debt obligations of Vodafone AirTouch. As Vodafone AirTouch is a holding company, the notes will effectively rank junior to any indebtedness of Vodafone AirTouch's subsidiaries. See "Description of the Notes". The notes will be issued initially as global securities in bearer form, which will be deposited with Citibank, N.A., as book-entry depositary. Except as described herein, the notes will not be available in definitive form. Except as described herein, book-entry interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by The Depository Trust Company and its participants (including Euroclear and Clearstream, Luxembourg). See "Description of the Notes — Additional Mechanics — Form, Exchange and Transfer" and "—Legal Ownership — Global Securities". Vodafone AirTouch has applied to the London Stock Exchange Limited for the notes to be admitted to the Official List. It is expected that listing will be granted on or around February 9, 2000, subject to the issue of the notes. Copies of this document (which includes this international supplement), which, with the exception of the appendices hereto and the information to be incorporated herein by reference, comprises listing particulars, have been delivered to the Registrar of Companies in England and Wales as required by Section 149 of the Financial Services Act 1986. Vodafone AirTouch has granted certain registration rights in relation to registration of the notes, or substantially similar notes, with the U.S. Securities and Exchange Commission, which is referred to as the SEC. Vodafone AirTouch has agreed to pay special interest on the notes in certain circumstances in relation to the registration rights. See "Description of the Notes — Additional Mechanics — Registration Covenant; Exchange Offer". See "Risk Factors" beginning on page 32 for a discussion of certain factors you should consider before buying the notes. Offering Price: 99.842% per 7.625% Note due 2005 99.381% per 7.750% Note due 2010 98.696% per 7.875% Note due 2030 The offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from February 10, 2000 and must be paid by the purchaser if the notes are delivered after February 10, 2000. The initial purchasers expect to deliver the book-entry interests in the notes on February 10, 2000 through the facilities of The Depository Trust Company, Euroclear and Clearstream, Luxembourg, against payment in immediately available funds. Joint Bookrunners and Joint Lead Managers Goldman Sachs International Salomon Smith Barney International Co-Lead Managers Bank of America International Limited Lehman Brothers International Supplement dated February 7, 2000. NOTICE TO REGULATION S INVESTORS This document has been prepared by Vodafone AirTouch for use by the initial purchasers named in the U.S. offering circular (which is a part hereof) in making offers and sales of the $1,750,000,000 7.625% Notes due 2005, the $2,750,000,000 7.750% Notes due 2010 and the $750,000,000 7.875% Notes due 2030, which together are referred to as the notes, of Vodafone AirTouch outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The U.S. offering circular is also being used by the initial purchasers named in it in connection with offers and sales of notes made in the United States in reliance on Rulle 144A under the Securities Act. Accordingly the requirements set forth under "Notice to Investors" in the U.S. offering circular do not apply to notes offered pursuant to this international supplement. However, the notes have not been registered under the Securities Act and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, any U.S. person, unless the notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The notes will bear a legend to the effect of the preceding sentence, unless Vodafone AirTouch determines otherwise in compliance with applicable law. The notes are not transferable except in accordance with the restrictions described herein. See "Underwriting". The distribution of this document and the offering and sale of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by Vodafone AirTouch and the initial purchasers to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on the offering and sale of the notes, see "Underwriting". This document does not constitute an offer of, or an invitation to purchase, any of the notes in any jurisdiction in which such offer or invitation would be unlawful. There are restrictions on the offer and sale of the notes in the United Kingdom. All applicable provisions of the United Kingdom Financial Services Act 1986 and the Public Offers of Securities Regulations 1995 (as amended) with respect to anything done by any person in relation to the Notes in, from or otherwise involving the United Kingdom must be complied with. See "Underwriting". in this document, references to "dollars", "U.S.$" and "$" are to United States dollars. IN CONNECTION WITH THIS OFFERING, OUTSIDE THE UNITED STATES, GOLDMAN SACHS INTERNATIONAL OR ITS AFFILIATES, AND, IN THE UNITED STATES, SALOMON SMITH BARNEY INC. OR ITS AFFILIATES, EACH ON BEHALF OF THE INITIAL PURCHASERS, MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE NOTES AT LEVELS WHICH MIGHT NOT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE LONDON STOCK EXCHANGE, IN OVER-THE-COUNTER MARKETS OR OTHERWISE. SUCH TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. S-2 DISCLOSURE REGARDING LONDON STOCK EXCHANGE LISTING PARTICULARS Pursuant to the U.K. Financial Services Act in order to obtain a listing for the notes on the London Stock Exchange, Vodafone AirTouch is obliged to prepare listing particulars that contain all information which investors and their professional advisers would reasonably require and reasonably expect to find there, in order to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of Vodafone AirTouch and the rights attaching to the notes. In determining what information is so required or is so expected, regard may be had to, among other things, (1) the nature of the notes, (2) the nature of persons likely to consider their acquisition and (3) certain information available to investors and their professional advisers. In order to satisfy this obligation Vodafone AirTouch is not permitted to rely upon information included in the documents attached as appendices to, or incorporated by reference in, the document that constitutes the listing particulars. Vodafone AirTouch has determined that this document (which includes this international supplement), excluding all information incorporated herein by reference or included in the documents attached as appendices hereto (on pages A1 to B3 of this document), comprises listing particulars and satisfies the requirements of the U.K. Financial Services Act referred to above. Accordingly, any reference in this document to "listing particulars" means this document excluding any information incorporated herein by reference or included in the documents attached as appendices hereto. Vodafone AirTouch has determined that any information incorporated herein by reference or set out in the appendices hereto, including any such information to which readers of this document are expressly referred in the text of the listing particulars, does not need to be included in the listing particulars to satisfy the requirements of the U.K.