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
September 30, 2024
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
September 2024 entitled ‘Update on the merger of Vodafone UK
and Three UK’.
30 September 2024
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Update on the merger of Vodafone UK and Three UK
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On 14 June 2023, Vodafone Group Plc ("Vodafone") announced that it
and CK Hutchison Group Telecom Holdings Limited ("CKHGT"), a wholly
owned subsidiary of CK Hutchison Holdings Limited ("CK Hutchison"),
had entered into binding agreements in relation to a combination of
their UK telecommunication businesses, respectively Vodafone UK and
Three UK (the "Transaction"). Following completion of the
Transaction, Vodafone will own 51% of the combined business
("MergeCo") and CKHGT will indirectly own 49%. A link to the
original announcement can be found below.
Following the entry into force of the new UK Listing Rules (the
"UKLRs") on 29 July 2024, Vodafone confirms that the Transaction is
classified as a significant transaction and Vodafone shareholder
approval will no longer be required.
Certain additional information relating to the Transaction is set
out below as required under the UKLRs.
A further announcement will follow ahead of completion containing
other financial and non-financial information relating to the
Transaction in accordance with the UKLRs.
Board confirmation
The Board of Vodafone confirms that, in its opinion, the
Transaction is in the best interests of its security holders as a
whole.
Effect on Vodafone's earnings, assets and liabilities
MergeCo will be consolidated in Vodafone's financial statements and
Vodafone has agreed to provide the initial debt financing. The
Transaction is expected to have a broadly neutral impact on
Vodafone's Net debt to Adjusted EBITDAaL and is expected to be
accretive to Adjusted free cash flow from the fourth full year
onwards.
The Transaction is expected to be accretive to Group Adjusted
EBITDAaL with an increase in total assets and total
liabilities.
Risks associated with the Transaction
The expected benefits of the Transaction for Vodafone are set out
in the 14 June 2023 announcement.
Vodafone additionally notes the following potential risks
associated with the Transaction.
●
The
Transaction may not proceed to completion if regulatory or CK
Hutchison shareholder approvals are not granted. If the Transaction
does not proceed to completion, Vodafone will not realise the
expected benefits from the Transaction.
●
Vodafone
may incur liability under the Transaction documentation, which
contains customary warranties and indemnities as well as ongoing
obligations on Vodafone to provide services to MergeCo and ongoing
shareholders arrangements in relation to
MergeCo.
Announcement of merger of Vodafone UK & Three UK
to create one of Europe's leading 5G
networks
Investors.vodafone.com/merger-of-vodafone-uk-and-three-uk
About Vodafone
Vodafone is a leading European and African telecoms company. We
provide mobile and fixed services to over 330 million customers in
15 countries (excludes Italy which is held as a discontinued
operation under Vodafone Group), partner with mobile networks in 45
more and have one of the world's largest IoT platforms. In Africa,
our financial technology businesses serve almost 79 million
customers across seven countries - managing more transactions than
any other provider.
Our purpose is to connect for a better future by using technology
to improve lives, businesses and help progress inclusive
sustainable societies. We are committed to reducing our
environmental impact to reach net zero emissions by
2040.
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.
About Three UK
Three UK Is CKHGT's UK telecommunications business. As of 30 June
2024, Three UK had gross assets of £8.6 billion (as derived
from CK Hutchinson's most recent published balance sheet). For the
12 month period ended 31 December 2023, Three UK made a loss before
tax of £439 million (as derived from CK Hutchinson's most
recently published full year income statement).
About CK Hutchison Holdings Limited
Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison
Holdings Limited (CK Hutchison) and
its subsidiaries are principally engaged in four
core businesses: ports
and related services, retail, infrastructure and
telecommunications. The
diverse businesses of the CK Hutchison Group and associated
companies operate in over 50 countries/markets across the
world.
For more information, please visit www.ckh.com.hk
Risk Factors
The risks noted in this announcement do not seek to cover all of
the potential risks relating to the Transaction or broader risks
which generally affect Vodafone. Further information on the
material risks which generally affect Vodafone are set out in
Vodafone's 2024 Annual Report.
They do not set out an exhaustive list or explanation of all the
risks that may affect Vodafone or its shares. Additional risks and
uncertainties relating to Vodafone, the Vodafone group and MergeCo
that are not currently known to the Board, or that the Board
currently deems immaterial, may, individually or cumulatively, also
have a material adverse effect on the business, financial results
or financial condition and prospects of Vodafone.
Forward-looking statements
The information in this announcement (the "Information") may
constitute or include forward-looking statements. Forward-looking
statements include, without limitation, statements that typically
contain words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar
meaning. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Vodafone
cautions you that forward-looking statements are not guarantees of
the occurrence of such future events or of future performance and
that in particular the actual results of operations, financial
condition and liquidity, the development of the industry in which
Vodafone, the Vodafone Group, MergeCo and other persons involved in
the Transaction operate and the outcome or impact of the
transaction and related matters on Vodafone, the Vodafone Group
and/or MergeCo or other persons may differ materially from those
made in or suggested by the forward-looking statements contained in
the Information. These expectations or any forward-looking
statements could prove to be incorrect, and outcomes usually cannot
be influenced by Vodafone, the Vodafone Group and/or MergeCo. It
should be kept in mind that actual events or consequences may
differ materially from expectations.
Vodafone expressly disclaims any obligation or undertaking to
release any updates or revisions to any forward-looking statements
to reflect any change in Vodafone's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any forward-looking statements are based. No representation
or warranty is made that any of these forward-looking statements
will come to pass or
that any particular result will be achieved. Undue influence should
not be given to, and no reliance should be placed on, any
forward-looking statement. The Information is given at the date of
this announcement and, except as requested by the FCA or required
by the UKLRs or any other applicable law, will not be
updated.
Unless expressly stated otherwise, no statement in the Information
is intended to be nor may be construed as a profit forecast or
valuation.
- ends -
Notes
1. As
referenced in this announcement, Adjusted EBITDAaL is defined as
operating profit after depreciation on lease-related right of use
assets and interest on lease liabilities but excluding
depreciation, amortisation and gains/losses on disposal of owned
assets and excluding share of results of equity accounted
associates and joint ventures, impairment losses/reversals,
restructuring costs arising from discrete restructuring plans,
other income and expense and significant items that are not
considered by management to be reflective of the underlying
performance of the Group.
2. As
referenced in this announcement, Net Debt is defined as Gross debt
less cash and cash equivalents, short-term investments, derivative
financial instruments excluding mark-to-market adjustments and net
collateral assets.
3. Vodafone's
assessment of the effect of the Transaction on earnings, assets and
liabilities is subject to the outcome of both an accounting policy
alignment and a purchase price allocation arising on the
consolidation Three UK.
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For more information, please contact:
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Investor Relations:
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investors.vodafone.com
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ir@vodafone.co.uk
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Media Relations:
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Vodafone.com/media/contact
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GroupMedia@vodafone.com
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Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No.
1833679
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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.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
September 30, 2024
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By: /s/ M D B
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Name: Maaike de Bie
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Title: Group General Counsel and Company Secretary
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