Vodafone Group Public Ltd Co 6-K, filed Feb 10, 2023
Vodafone Group Public Ltd Co (VOD)
About this 6-K
Vodafone Group Public Ltd Co filed this 6-K on February 10, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16
OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated February 10, 2023
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 of 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): ¨
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-240163), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-81825) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149634) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
Exhibit List
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 February 10, 2023 | By: | /s/ Jamie Stead |
| Name: Jamie Stead | ||
| Title: Group Treasury Director | ||
Exhibit 5.1
 |
Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE |
The
Directors
Vodafone Group Plc
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN
| Our ref: L-333861 | 10 February 2023 |
Vodafone Group Plc (the “Company”)
U.S.$700,000,000 5.625% Notes due February 2053 and U.S.$500,000,000 5.750% Notes due February 2063 (together, the “Notes”)
| 1 | We have acted as your English legal advisers in connection with the issue of the Notes. |
| 2 | This opinion is limited to English law as applied by the English courts and in effect on the date of this opinion. Such laws are subject to change, possibly with retrospective effect. |
| 3 | This opinion is given on the basis that it, and all matters relating to it, will be governed by, and that it (including all terms used in it) will be construed in accordance with, English law. In particular, we express no opinion on matters of federal law of the United States or the laws of any State of the United States or the laws of any other jurisdiction. We have not been asked to, and we do not express any opinion as to any taxation matters. In particular, we have not been asked to, and we do not express (i) any opinion as to any taxes or duties that will or may arise as a result of any other transaction effected in connection with the Notes or (ii) any opinion as to any other taxation matter which will or may arise as a result of any transaction effected in connection with the Notes. |
| 4 | For the purpose of this opinion we have examined only the documents listed and, where appropriate, defined in the Schedule to this opinion. |
| 5 | We have assumed that the Pricing Agreement and the Indenture (together, the “Relevant Agreements”) are within the capacity and powers of, and have been validly authorised by and are binding upon, each of the respective parties thereto (other than the Company) and that those documents have been or will be validly executed and delivered by the relevant parties (other than the Company), that each of the Relevant Agreements and the Notes are valid and binding on each party (including the Company) under the law to which it is expressed to be subject where that is not English law and that words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by English law. |
This communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please refer to www.linklaters.com/regulation for important information on Linklaters LLP’s regulatory position.
We have further assumed that:
| 5.1 | all copy documents conform to the originals and all originals are genuine and complete; |
| 5.2 | each signature is the genuine signature of the individual concerned; |
| 5.3 | (except in the case of the Company) all relevant documents are within the capacity and powers of, and have been validly authorised by, each party; |
| 5.4 | (in the case of each party) those documents have been or (in the case of the Notes) will be validly executed and delivered by the relevant party; |
| 5.5 | the meeting of Board of Directors of the Company held on 29 March 2022 (in respect of which a certified extract of the Minutes has been supplied to us) was duly convened, constituted and quorate, and the resolutions referred to in the Minutes were validly passed and remain in full force and effect without modification; |
| 5.6 | the Minutes and other corporate documents are a true and complete record of the proceedings described therein and the conditions to the approval of the issue of the Notes set out in the Minutes and other corporate documents were satisfied; and |
| 5.7 | all applicable provisions of the Financial Services and Markets Act 2000 and any secondary legislation made under it with respect to anything done by the Underwriters (as defined in the Schedule) in relation to the Notes in, from or otherwise involving the United Kingdom (including Sections 19 (carrying on a regulated activity) and 21 (financial promotion)) and (where applicable) the requirements of any regulatory authority in the United Kingdom to whose supervision each of them is subject will have been complied with. |
| 6 | Based on the documents referred to, and assumptions made, in paragraphs 4 and 5 above and subject to any qualifications in paragraph 8 below and to any matters not disclosed to us, we are of the following opinion: |
| 6.1 | The Company has taken all necessary corporate action to authorise the execution, delivery and performance of the Notes and the Company has duly executed and delivered the Notes. |
| 6.2 | The Company has taken all necessary corporate action to authorise the execution and delivery of the Relevant Agreements and the Company has validly executed and delivered each such agreement. |
| 7 | The term “valid and binding” as used herein should not be construed to mean that the obligations assumed by the relevant party will necessarily be enforced in all circumstances in accordance with their terms. |
| 8 | This opinion is subject to the following: |
| 8.1 | Any certificate, determination, notification, opinion, minute or the like might be held by an English court not to be conclusive if it could be shown to have an unreasonable or arbitrary basis or in the event of manifest error despite any provision in the relevant agreement to the contrary. |
| 8.2 | To the extent it relates to United Kingdom stamp duties any undertaking or indemnity may be void under Section 117 of the Stamp Act 1891. |
| 8.3 | We express no opinion as to the compliance or otherwise with the financial limitations on borrowings or covenants by the Company contained in the Articles of Association of the Company. |
| 8.4 | An English court may refuse to give effect to any contractual provision concerning payment of the costs of enforcement or litigation brought before an English court. |
| 8.5 | Any provision of the Notes or any Relevant Agreement that provides for the payment by a person of additional interest or amounts upon a breach, default or similar occurrence by that person may not be recoverable if it amounts to a penalty under English law. |
| 8.6 | Effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of a contract have to be performed, in so far as those provisions render the performance of the contract unlawful. In such circumstances, the relevant obligations may not be enforceable. |
| 8.7 | An English court may, or may be required to, stay proceedings or decline jurisdiction in certain circumstances - for example, if proceedings are brought elsewhere. |
| 8.8 | We express no opinion as to the effect of any sanctions or other similar restrictive measures in relation to any party to the Relevant Agreements or the Notes or any transaction contemplated thereby. |
| 9 | This opinion is given on the basis of English law in force as at the date of this opinion and on the basis that, since the date of, or as the case may be, date of certification of, the documents referred to in the Schedule to this opinion, there has been no amendment to, or termination or replacement of, such documents. This opinion is also given on the basis that we undertake no responsibility to notify you of any change in English law or otherwise to update this opinion in any respect after the date of this opinion. |
| 10 | This opinion is addressed to you solely for your benefit in connection with the issue of the Notes. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our express consent. This opinion may, however, be disclosed by the addressees hereof to the extent required by law, regulation or any governmental or competent regulatory authority or in connection with legal proceedings relating to the issue of the Notes, provided that no such party to whom this opinion is disclosed may rely on this opinion without our express consent. |
| 11 | We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be submitted by the Company on the date hereof. In giving this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the United States Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. |
Yours faithfully
/s/ Linklaters LLP
Linklaters LLP
SCHEDULE
| 1 | Pricing Agreement dated 7 February 2023 between the Company, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC (together, the “Underwriters”) (the “Pricing Agreement”), incorporating the terms of the Underwriting Agreement set out in Schedule III to the Pricing Agreement. |
| 2 | Indenture (the “Indenture”) dated 10 February 2000 between the Company and The Bank of New York Mellon (as successor trustee to Citibank, N.A. pursuant to an Agreement of Resignation, Appointment and Acceptance dated 24 July 2007 between the Company, The Bank of New York Mellon and Citibank N.A.), including forms of debt securities (incorporated by reference to Exhibit 4(a) of Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-3 (File No. 333-10762), filed with the Securities and Exchange Commission on 24 November 2000). |
| 3 | A certified copy of the Articles of Association of the Company dated 27 July 2021 (the “Articles of Association”). |
| 4 | A certified extract from the minutes of a meeting of the Board of Directors of the Company held on 29 March 2022 (the “Minutes”) and an e-mail from the Group Chief Financial Officer dated 4 February 2023 approving the transaction. |
| 5 | Prospectus dated 29 July 2020 and Prospectus Supplement dated 7 February 2023 (together, the “Prospectus”). |
Exhibit 5.2
| |
Linklaters LLP One Silk Street London EC2Y 8HQ Telephone (+44) 20 7456 2000 Facsimile (+44) 20 7456 2222 DX Box Number 10 CDE |
The
Directors
Vodafone Group Plc
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN
England
| February 10, 2023 |
Ladies and Gentlemen:
We have acted as United States counsel to Vodafone Group Plc, a public limited company organized under the laws of England and Wales (the “Issuer”) in connection with (i) the filing with the Securities and Exchange Commission of a Registration Statement on Form F-3 (File No. 333-219583) (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the U.S. Securities Act of 1933 (the “Securities Act”), $700,000,000 5.625% Notes due 2053 and $500,000,000 5.750% Notes due 2063 (together, the “Securities”). The Securities are to be issued pursuant to the provisions of the indenture dated February 10, 2000 between Vodafone and The Bank of New York Mellon (as successor trustee to Citibank, N.A. pursuant to an Agreement of Resignation, Appointment and Acceptance dated July 24, 2007 between Vodafone, The Bank of New York Mellon and Citibank N.A. (the “Trustee”)) (the “Indenture”).
This opinion is limited to the federal law of the United States and the laws of the State of New York, and we express no opinion as to the effect of the laws of any other State of the United States or any other jurisdiction.
For the purpose of this opinion, we have examined the Indenture, such certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that the Issuer has the power to execute and deliver the Securities and the Indenture, and perform its obligations thereunder, that the Indenture has been duly and validly authorized, executed and delivered under the laws of England and Wales by the Issuer, that the Securities conform to the form examined by us and that the signatures on all documents examined by us are genuine, assumptions that we have not independently verified.
This communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers.
Please refer to www.linklaters.com/regulation for important information on our regulatory position.
In our opinion:
| 1 | The Indenture has been duly executed and delivered by the Issuer and constitutes a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion as to the provisions relating to events of default under Sections 501(5), 501(6) and 501(7), which are governed by English law. |
| 2 | The Securities, when authenticated in accordance with the terms of the Indenture, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion as to the provisions relating to events of default under Sections 501(5), 501(6) and 501(7) of the Indenture, which are governed by English law. |
We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K to be submitted by the Issuer on the date hereof. In giving this consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Linklaters
LLP
Linklaters LLP