Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
23 Juli 2021 - 07:40PM
Edgar (US Regulatory)
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
23, 2021
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 x
Form
40-F ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by
check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes
¨ No x
If “Yes” is
marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-____.
This Report
on Form 6-K contains a Stock Exchange Announcement dated 23 July
2021 entitled ‘VODAFONE GROUP PLC – SHARE BUYBACK
PROGRAMME’.
23 July
2021
VODAFONE
GROUP PLC
SHARE
BUYBACK PROGRAMME
In March
2019, Vodafone Group Plc ('Vodafone') issued a two-tranche
mandatory convertible bond ('MCB'), the first tranche of which
(£1,720,000,000 1.20 per cent. Subordinated Mandatory Convertible
Bonds; ISIN XS1960588850) matured on 12 March 2021, and the second
tranche of which is due to mature in March 2022. In order to
satisfy the conversion of the first tranche of the MCB,
1,426,710,898 shares were issued from existing shares held in
treasury. Between (i) 22 March 2021 and 18 May 2021, and (ii) 19
May 2021 and 23 July 2021, Vodafone undertook irrevocable and
non-discretionary share buy-back programmes to reduce the issued
share capital of Vodafone to partially offset the increase in the
issued share capital as a result of the maturing of the first
tranche of the MCB (the ‘Programmes’). Vodafone today announces it
will commence a new irrevocable and non-discretionary share
buy-back programme (the ‘New Programme’). The sole purpose of the
New Programme is to further reduce the issued share capital of
Vodafone to partially offset the increase in the issued share
capital as a result of the maturing of the first tranche of the
MCB.
Vodafone
currently intends to launch additional share buy-back programmes
over the next 8 months to reduce the issued share capital of
Vodafone, to further offset the increase in the issued share
capital as a result of the maturing of the first tranche of the
MCB, before the second tranche of the MCB matures in March 2022.
Details of any such programmes, including the target number of
shares to be repurchased, would be announced before any trading
under such programmes begins.
Further
details of the New Programme
Vodafone
has given irrevocable and non-discretionary instructions to Goldman
Sachs International ('Goldman Sachs') in relation to the New
Programme, which will commence on 26 July 2021 and will end no
later than 17 November 2021 (the ‘Designated Period’). Goldman
Sachs will act as principal during the New Programme and will make
its trading decisions concerning the timing of the purchases of
Vodafone’s ordinary shares independently of Vodafone.
The number
of ordinary shares permitted to be purchased by Vodafone, pursuant
to the authority granted by the shareholders at the Annual General
Meeting of Vodafone on 28 July 2020 (the ‘2020 AGM’), is
2,677,388,122 ordinary shares. The number of ordinary shares to be
purchased under the New Programme will not exceed 467,988,432
ordinary shares and is therefore, together with the Programmes,
within the 2020 AGM approved limit. The purchased shares will be
held as treasury shares. The maximum amount allocated to the New
Programme is £570 million (considering money received or paid under
the accompanying option structure).
Any
purchases of ordinary shares by Vodafone in relation to this
announcement will be made on the London Stock Exchange and effected
within certain pre-set parameters and in accordance with the
authority granted by shareholders at the 2020 AGM, the Market Abuse
Regulation 596/2014 as it forms part of domestic law by virtue of
section 3 of the European Union (Withdrawal) Act 2018 (as amended)
and Chapter 12 of the Listing Rules and will be discontinued in the
event Vodafone ceases to have the necessary general authority to
repurchase ordinary shares.
Details of
the authority granted at the 2020 AGM can be found on our website
under:
https://investors.vodafone.com/sites/vodafone-ir/files/vodafone/agm/2020/result_of_AGM_2020.pdf
Details of
the mandatory convertible bond can also be found on our website
under:
https://otp.tools.investis.com/Utilities/PDFDownload.aspx?Newsid=1237908
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) |
Dated:
July 23,
2021 |
By: |
/s/ R E S
MARTIN |
|
Name:
Rosemary E S Martin |
|
Title:
Group General Counsel and Company Secretary |
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