Vodafone Group Public Ltd Co 6-K, filed Dec 9, 2024
Vodafone Group Public Ltd Co (VOD)
6-K
2024-12-09
For: 2024-12-09
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July 04, 2026
About this 6-K
Vodafone Group Public Ltd Co filed this 6-K on December 9, 2024.
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
December 09, 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 09
December 2024 entitled Update on the merger of Vodafone UK and
Three UK.
9 December 2024
|
|
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Update on the merger of Vodafone UK and Three UK
|
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 the entry into force of the
new UK Listing Rules (the "UKLRs") on 29 July 2024, Vodafone
released a further announcement on 30 September 2024 containing
certain additional information.
Vodafone now sets out further information relating to the
Transaction in accordance with the new UKLRs.
Appendix 1: Non-financial information relating to the
Transaction
1. Related party transactions
Details of the related party transactions that Vodafone has entered
into:
●
during
the financial year ended 31 March 2022 are set out in note 30 on
page 204 of the Company's 2022 Annual Report;
●
during
the financial year ended 31 March 2023 are set out in note 30 on
page 200 of the Company's 2023 Annual Report;
●
during
the financial year ended 31 March 2024 are set out in note 30 on
page 216 of the Company's 2024 Annual Report; and
●
during
the period from 1 April 2024 to 30 September 2024 are disclosed in
note 13 on page 46 of the Company's interim results for the half
year to 30 September 2024,
in each case, as incorporated by reference into this announcement.
Shareholders can access documents incorporated by reference at
https://investors.vodafone.com/performance/financial-results-and-presentations.
There have been no additional related party transactions by
Vodafone which are relevant to the Transaction during the period
between 30 September 2024, being the end of the last financial
period for which unaudited interim financial information of
Vodafone has been published, and the date of this
announcement.
2. Material contracts
A. Vodafone
No contracts have been entered into by Vodafone or another member
of the Vodafone group (not being contracts entered into in the
ordinary course of business): (i) within the period of two years
immediately preceding the date of this announcement that are, or
may be, material to the Vodafone group; or (ii) that contain any
provisions under which any member of the Vodafone group has any
obligation or entitlement that is, or may be, material to the
Vodafone group, save as disclosed below.
1. Revolving
Credit Facilities
(A) 2028 Revolving Credit Facility
Vodafone
has a USD 3,935,000,000 (as increased to USD 4,004,000,000)
syndicated revolving credit facility with Barclays Bank plc as
successor agent and certain financial institutions as lenders
originally entered into on 27 February 2015 and as amended pursuant
to an amendment agreement dated 10 March 2021, which matures on 10
March 2028.
The
facility supports Vodafone's commercial paper programmes and may be
used for general corporate purposes including
acquisitions.
Interest
is charged on loans drawn under the revolving credit facility at a
reference rate plus a margin of 0.375%. Interest periods vary based
on the loan drawn.
The
facilities agreement includes certain events of default that are
customary for facilities of this nature and which are subject to
standard grace periods and materiality thresholds, including,
without limitation, non-payment, breach of other obligations,
misrepresentation, cross default, insolvency-related matters and
cessation of business.
As
at the date of this announcement, no amount is outstanding under
the facility.
The
facility agreement is governed by English law.
(B) 2029 Revolving Credit Facility
Vodafone
has a EUR 3,840,000,000 (as increased to EUR 4,050,000,000)
syndicated revolving credit facility with Barclays Bank as agent
and certain financial institutions as lenders which it entered into
on 28 March 2014 and as amended by amendment and restatement
agreements dated 10 March 2021 and 8 February 2024, which matures
on 8 February 2031.
The
facility supports Vodafone's commercial paper programmes and may be
used for general corporate purposes including
acquisitions.
Interest
is charged on loans drawn under the revolving credit facility at a
reference rate plus a margin of 0.375%. Interest periods vary based
on the loan drawn.
The
facilities agreement includes certain events of default that are
customary for facilities of this nature and which are subject to
standard grace periods and materiality thresholds, including,
without limitation, non-payment, breach of other obligations,
misrepresentation, cross default, insolvency- related matters and
cessation of business.
As
at the date of this announcement, no amount is outstanding under
the facility.
The
facility agreement is governed by English law.
2. Vodafone
Idea implementation agreement
On
20 March 2017, erstwhile Vodafone India Limited ("VIL"), erstwhile
Vodafone Mobile Services Limited, Idea Cellular Limited ("Idea"),
Vodafone International Holdings B.V. and certain VIL promoters and
Idea promoters entered into an implementation agreement pursuant to
which the Vodafone Group and the Idea Group agreed to combine their
mobile telecommunications businesses in India.
The
VIL promoters gave customary warranties for a transaction of this
nature, including as to capacity and title and received customary
warranties in return from Idea and the Idea promoters.
As
part of the implementation agreement (as amended), the parties
agreed a mechanism for payments between the Vodafone Group and
Vodafone Idea Limited ("Vodafone Idea") pursuant to the difference
between the crystallisation of certain identified contingent
liabilities in relation to legal, regulatory, tax and other
matters, and refunds relating to Vodafone India and Idea. Cash
payments or cash receipts relating to these matters must have been
made or received by Vodafone Idea before any amount becomes due
from or owed to the Vodafone Group. Any future payments by the
Vodafone Group to Vodafone Idea as a result of this agreement would
only be made after satisfaction of this and other contractual
conditions.
The
Vodafone Group's maximum potential exposure under this mechanism is
capped at INR 64 billion.
The
final liability calculation date under the contingent liability
adjustment mechanism is 30 June 2025 and no further cash payments
are considered probable from the Vodafone Group as at 30 September
2024.
The
implementation agreement is governed by the laws of
India.
3. Vantage
Towers investment agreement and shareholders'
agreement
On
9 November 2022, Vodafone GmbH and Oak Consortium GmbH (formerly
SCUR-Alpha 1593 GmbH) (the "Investor"), an entity jointly
controlled by Global Infrastructure Management, LLC, KKR & Co.
Inc and other investors (the "Consortium"), entered into an
investment agreement establishing a co-controlled joint venture
(the "JV") for Vantage Towers which, at that date, was listed on
the regulated market of the Frankfurt Stock Exchange (as amended on
22 March 2023).
Vodafone
GmbH contributed its shares in Vantage Towers by way of a capital
increase against new JV shares, while the Consortium agreed to
acquire shares in the JV for cash. Vodafone GmbH and the Investor
also agreed that the JV would make a voluntary takeover offer for
the listed Vantage Towers shares held by minority
shareholders.
Vodafone
GmbH gave customary warranties for a transaction of this nature,
including as to capacity and title.
On
23 March 2023, Vodafone GmbH, the Investor and Oak Holdings 1 GmbH
(the JV) entered into a shareholders' agreement relating to the JV.
Rights to appoint directors to the management board and to appoint
members to the shareholders' committee are tied to the percentage
of shares each of Vodafone GmbH and the Investor holds in the JV.
Vodafone GmbH and the Consortium agreed to a lock-up period of 3
years post-closing of the transaction, after which each shareholder
will be able to initiate a full or partial sale of its shareholding
in the JV, subject to a right of first offer in favour of the other
shareholder.
The
investment agreement and the shareholders' agreement are governed
by the laws of Germany.
4. Emirates
Telecommunications relationship agreement
On
11 May 2023, Vodafone entered into a relationship agreement with
Emirates Telecommunications Group Company PJSC ("e&"). Under
the terms of the agreement, subject to relevant regulatory
approvals, for so long as e& and its wholly-owned subsidiaries
beneficially own (a) at least 14.6% of Vodafone's outstanding
ordinary shares, e& is entitled to nominate the e& group
CEO to be appointed to the Vodafone Group Plc board as a
non-executive director; and (b) at least 20% of Vodafone's
outstanding ordinary shares, e& will be entitled to nominate a
further independent individual to the Vodafone Group Plc board as a
non-executive director. The e& directors are subject to annual
re-election by Vodafone's shareholders.
The
relationship agreement also sets out terms for the ongoing
relationship between e& and Vodafone in respect of
communications, corporate actions and voting.
Under
the terms of the agreement, e& is subject to a two-year lock-up
period and a standstill for the duration of the agreement (subject
to customary carve-outs and certain permitted
actions).
The
e& relationship is governed by English law.
5. Vodafone
UK and Three UK contribution agreement
On
14 June 2023, Vodafone, Brilliant Design (BVI) Limited (formerly
known as Brilliant Design Limited), CKHGT, CK Hutchison, Vodafone
International Operations Limited and Vodafone UK Trading Holdings
Limited entered into a contribution agreement under which Vodafone
and CKHGT, a wholly owned subsidiary of CK Hutchison, agreed to
combine their respective UK businesses, Vodafone UK and Three
UK.
Vodafone
will have a 51.0% interest in the combined business ("MergeCo"),
with CKHGT holding the remaining 49.0%.
No
cash consideration will be paid under the agreement, with Vodafone
UK and Three UK contributing differential debt amounts at
completion of the transaction to achieve MergeCo ownership of
51:49. Vodafone UK will be contributed with £4.3 billion debt
and Three UK with £1.7 billion debt, subject to customary
completion adjustments.
Vodafone
Group Services Limited, a wholly-owned subsidiary of Vodafone, has
agreed to provide certain business, technology, IT and corporate
function services to MergeCo and its subsidiaries in the ordinary
and usual course of business in consideration for service
charges.
Under
the terms of the agreement, Vodafone International Operations
Limited provided certain customary indemnities for a transaction of
this nature to MergeCo in respect of pre-completion liabilities and
liabilities resulting from pre-completion actions in respect of
Vodafone UK. Vodafone International Operations Limited also gave
customary warranties for a transaction of this nature, including as
to capacity and title and MergeCo also received customary
indemnities and warranties from Brilliant Design (BVI)
Limited.
The
transaction is subject to anti-trust and regulatory clearances. As
at the date of this announcement, the transaction has received
clearances under the NSIA Act in the UK, the EU Merger Regulation
and from the UK's Competition and Markets Authority (the "CMA")
(subject to legally binding commitments relating to network
investment, retail pricing and wholesale pricing and contract
terms), the Egyptian Competition Authority and approval by CKHGT's
shareholders.
The
contribution agreement is governed by English law.
6. Vodafone
Italy sale and purchase agreement
On
15 March 2024, Vodafone Europe B.V., Swisscom Italia S.R.L.,
Vodafone and Swisscom AG entered into a sale and purchase agreement
for the sale of Vodafone's Italian operations.
The
consideration is €8 billion on a debt and cash free basis,
subject to customary closing adjustments.
The
transaction is subject to certain customary regulatory
approvals. As at the date of this announcement, the
transaction has received unconditional approval from the Presidency
of the Council of Ministers in Italy (Golden Power legislation),
the Swiss Competition Commission and the EU Commission,
Directorate-General for Competition, under the Foreign Subsidies
Regulation, Italian Authority for Communications (Autorità per
le Garanzie nelle Comunicazioni, AGCOM) but remains subject to
approval by the Italian Competition Authority (Autorità
Garante della Concorrenza e del Mercato) and authorisation under
Article 64 of the Legislative Decree no. 259/2003 with respect to
the transfer of the rights to use frequencies.
Vodafone
and Vodafone Europe B.V. gave customary warranties for a
transaction of this nature, including as to capacity and title and
received customary warranties in return from Swisscom Italia S.r.l.
and Swisscom AG.
The
sale and purchase agreement is governed by Italian
law.
B. Three UK
Save as disclosed in this paragraph, there are no contracts (other
than contracts entered into in the ordinary course of business)
which have been entered into by Hutchison 3G UK Holdings Limited
and its subsidiaries from time to time (the "Three UK Group"): (a)
within the two years immediately preceding the date of this
announcement which are, or may be, material to the Three UK Group;
or (b) which contain any provision under which any member of the
Three UK Group has any obligations or entitlements which are, or
may be, material to the Three UK Group as at the date of this
announcement:
1. Cellnex
Transaction
On
12 November 2020, CK Hutchison Networks Europe S.à r.l. agreed
to sell the interests of the CK Hutchison group (the "CK Hutchison
Group") in various telecoms infrastructure assets in Austria,
Denmark, Ireland, Italy, Sweden and the UK to Cellnex Telecom, S.A.
("Cellnex") (the "Towerco Transaction"). As part of this
transaction, Cellnex UK Limited (a member of Cellnex's group)
acquired the entire issued share capital of CK Hutchison Networks
(UK) Limited (a member of the CK Hutchison Group, but not the Three
UK Group) which held certain unilateral telecommunications network
infrastructure assets previously owned by Three UK Group under the
terms of a sale and purchase agreement. In addition, On Tower UK
Limited (a member of Cellnex's group), acquired the economic
benefit and was required to bear the costs of certain other
telecommunications infrastructure assets of the Three UK
Group.
The
Towerco Transaction was approved by the CMA on 10 May 2022 and
completed on 10 November 2022.
3. Legal and arbitration proceedings
A. Vodafone
Save as disclosed below, there are no governmental, legal or
arbitration proceedings (including any such proceedings which are
pending or threatened of which Vodafone is aware), during the
period covering the 12 months preceding the date of this
announcement, which may have, or have had in the recent past,
material effects on the financial position or profitability of the
Vodafone group. The proceedings disclosed below are those
where the Vodafone group considers that the likelihood of material
future outflows of cash or other resources is more than
remote.
In all cases, determining the probability of successfully defending
a claim against the Vodafone group involves the application of
judgement as the outcome is inherently uncertain. The determination
of the value of any future outflows of cash or other resources, and
the timing of such outflows, involves the use of estimates. The
costs incurred in complex legal proceedings, regardless of outcome,
can be significant.
1. VISPL
tax claims
Vodafone
India Services Private Limited ("VISPL") is involved in a number of
tax cases. As at 30 September 2024, the total value of the claims
is approximately €468 million plus interest, and penalties of
up to 300% of the principal. Of the individual tax claims, the most
significant is for approximately €238 million (plus interest
of €672 million), which VISPL has been assessed as owing in
respect of: (i) the sale of an international call centre by VISPL
to Hutchison Telecommunications International Limited group
("HTIL"); and (ii) the acquisition of and/or the alleged transfer
of options held by VISPL in Vodafone India Limited. Item (i) is
subject to an indemnity by HTIL. Item (ii), which forms the largest
part of the potential claim, is not subject to any
indemnity.
A
stay of the tax demand was obtained following a deposit of INR
2,000 million (€22 million) being paid, and a corporate
guarantee being provided by Vodafone International Holdings BV
("VIHBV") for the balance of tax assessed. On 8 October 2015, the
Bombay High Court ruled in favour of VISPL in relation to the
options and the call centre sale. The Indian Tax Authority has
appealed to the Supreme Court of India. The appeal hearing has been
adjourned indefinitely. A claim in respect of the transfer pricing
margin charged for the international call centre of HTIL prior to
the 2007 transaction with Vodafone for HTIL assets in India has now
been settled. While there is some uncertainty as to the outcome of
the remaining tax cases involving VISPL, the Vodafone group
believes it has valid defences and does not consider it probable
that a financial outflow will be required to settle these
cases.
2. Netherlands
tax case
Vodafone
Europe BV ("VEBV") received assessments totalling €267
million of tax and interest from the Dutch tax authorities, who
challenged the application of the arm's length principle in
relation to various intra-group financing transactions. VEBV
entered into a guarantee for the full value of the assessments
issued. VEBV appealed against these assessments to the District
Court of the Hague where a hearing was held in March 2023. The
District Court issued its judgement in July 2023, upholding VEBV's
appeal in relation to the majority of issues and requiring the
Dutch tax authorities to significantly reduce its assessments. VEBV
and the Dutch tax authorities have since appealed the judgement.
The appeal hearing is currently scheduled to take place on 4
February 2025. The Vodafone group continues to believe it has
robust defences but has recorded a provision of €24 million
for tax and interest, reflecting its current view of the probable
financial outflow required to fully resolve the issue and has
reduced the guarantee to the same value.
3. Germany:
price increase class action
In
November 2023, the Verbraucherzentrale Bundesverband (Federation of
German Consumer Organisations) initiated a class action against
Vodafone Germany in the Hamm Higher Regional Court. Vodafone
Germany implemented price increases of €5 per month for fixed
lines services in 2023 in response to higher costs. The claim
alleges that terms regarding price increases in the consumer
contracts entered into by Vodafone Germany's customers up until
August 2023 are invalid under German civil law and seeks
reimbursement of the additional charges plus interest. Customers
must enter their details onto the register of collective actions on
the Federal Office of Justice website in order to participate in
the claim. The register opened on 23 April 2024. Whilst the
Vodafone group intends to defend the claim, it is not able to
determine the likelihood or estimate the amount of any possible
financial loss at this early stage of the proceedings.
4. Germany:
claims regarding transfer of data to credit
agencies
Individual
consumers are bringing claims against Vodafone Germany and/or the
other national network operators alleging that information was
passed to credit agencies up to February 2024 about contracts for
mobile services without consumer consent. The claims seek damages
of up to €5,000 per contract for GDPR (General Data
Protection Regulation) infringement. As at 15 November 2024,
Vodafone Germany had been notified of 482 claims filed in various
regional courts. The other national network operators are facing
similar claims. Vodafone Germany's position is that the transfer of
data about the existence of a consumer contract (and not about
payments in relation to the contract) to credit agencies is
standard practice and justified for the purposes of fraud
prevention. However, given the increasing volume of claims,
Vodafone Germany has stopped this activity. Although the outcome of
these claims is uncertain and consequently it is not possible to
estimate a potential financial loss, if any, at this stage, the
Vodafone group believes it has valid defences and that no present
obligation exists based on all available evidence.
5. Germany:
investigation by federal data protection
authority
In
2021, the BfDI (Federal Commissioner for Data Protection and
Freedom of Information) started an investigation into potential
breaches of the GDPR in relation to the systems used by Vodafone
Germany sales partners to manage customer data. Vodafone Germany is
working cooperatively with the authority to discuss the
circumstances giving rise to these issues and is currently
conducting settlement talks with the aim of reaching a constructive
resolution of the proceedings. Under the GDPR the authority has the
power to impose fines of up to 2% of the Vodafone group's annual
revenue from the preceding financial year. A provision immaterial
to the financial statements has been recorded.
6. Greece:
Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA)
and Athanasios and Loukia Papistas v Vodafone
Greece
In
October 2019, Mr. and Mrs. Papistas, and companies owned or
controlled by them, filed several claims against Vodafone Greece
with a total value of approximately €330 million for
purported damage caused by the alleged abuse of dominance and
wrongful termination of a franchise arrangement with a Papistas
company. Lawsuits which the Papistas claimants had previously
brought against Vodafone Greece, including one also citing Vodafone
and certain Directors and officers of Vodafone as defendants, were
either withdrawn or left dormant. Vodafone Greece filed a counter
claim and all claims were heard in February 2020. All of the
Papistas claims were rejected by the Athens Court of First Instance
because the stamp duty payments required to have the merits of the
case considered had not been made. Vodafone Greece's counter claim
was also rejected. The Papistas claimants and Vodafone Greece each
filed appeals. The appeal hearings took place on 23 February and 11
May 2023. Judgement has been received and the Court dismissed both
of the appeals because the stamp duty payments had again not been
made, except for one aspect of the proceedings which will be dealt
with at a further hearing in February 2025. Whether the Papistas
claimants will appeal the judgement is unknown as at the date of
this announcement. Vodafone Greece is continuing vigorously to
defend the claims and based on the progress of the litigation so
far the Vodafone group believes that it is highly unlikely that
there will be an adverse ruling. On this basis, the Vodafone group
does not expect the outcome of these claims to have a material
financial impact.
7. UK:
Phones 4U in Administration v Vodafone Limited, Vodafone Group Plc
and Others
In
December 2018, the administrators of former UK indirect seller,
Phones 4U, sued the three main UK mobile network operators
("MNOs"), including Vodafone UK, and their parent companies in the
English High Court. The administrators alleged collusion between
the MNOs to withdraw their business from Phones 4U thereby causing
its collapse. The judge ordered that there should be a split trial
between liability and damages. The first trial on liability took
place from May to July 2022. On 10 November 2023, the High Court
issued a judgement in Vodafone and Vodafone UK's favour and
rejected Phones 4U's allegations that the defendants were in breach
of competition law, consistent with Vodafone's previously stated
position that a present obligation does not exist. Phones 4U has
been granted permission to appeal the judgement from the Court of
Appeal. The appeal hearing will take place in May 2025. Vodafone
and Vodafone UK intend to vigorously defend the appeal and the
Vodafone group is not able to estimate any possible loss in the
event of an adverse judgement on appeal.
8. South
Africa: Kenneth Makate v Vodacom (Pty) Limited
Mr
Kenneth Makate, a former employee of Vodacom Pty Limited ("Vodacom
South Africa"), started legal proceedings in 2008 claiming
compensation for a business idea that led to the development of a
service known as "Please Call Me" ("PCM").
In
July 2014, the Gauteng High Court ("the High Court") ruled that Mr
Makate had proven the existence of a contract, but that Vodacom
South Africa was not bound by that contract because the responsible
director did not have authority to enter into such an agreement on
Vodacom South Africa's behalf. The High Court and Supreme Court of
Appeal ("the SCA") turned down Mr Makate's application for leave to
appeal in December 2014 and March 2015, respectively. In April
2016, the Constitutional Court of South Africa ("the Constitutional
Court") granted leave to appeal and upheld Mr Makate's appeal. It
found that Vodacom South Africa is bound by the agreement and
ordered the parties to negotiate, in good faith, and agree a
reasonable compensation amount payable to Mr Makate or, in the
event of a deadlock, for the matter to be referred to Vodacom
Group's Chief Executive Officer ("the CEO") to determine such
compensation amount. Mr Makate's application for the aforementioned
order to be varied from the determination of an amount to a
compensation model based on a share of revenue, was dismissed by
the Constitutional Court. In accordance with the Constitutional
Court order, and after negotiations failed, the CEO issued his
determination on 9 January 2019. However, the CEO's award of R47
million (€2.4 million) was rejected by Mr Makate, who
subsequently brought an application in the High Court for the
review of the CEO's determination and award. The High Court, in a
judgement delivered on 8 February 2022, set aside the CEO's
determination and ordered him to reassess the amount employing a
set of criteria which would have resulted in the payment of a
higher compensation amount, for the benefit of Mr Makate, than that
determined by the CEO. Vodacom South Africa appealed against the
judgement and the order of the High Court to the SCA. The SCA heard
the appeal on 9 May 2023 and its judgement was handed down on 6
February 2024. A majority of three judges, with a minority of two
judges dissenting, dismissed the appeal and ruled that Mr Makate is
entitled to be paid 5% - 7.5% of the total revenue of the PCM
product from March 2001 to the date of the judgement, plus
interest. On 27 February 2024, Vodacom South Africa applied for
leave to appeal the judgement and order of the SCA to the
Constitutional Court, resulting in the suspension of the operation
of the judgement and order of the SCA. On 26 August 2024, the
Constitutional Court issued a directive that it will hear Vodacom
South Africa's application for leave to appeal in tandem with its
appeal against the SCA judgement and order. The record of the
proceedings in the SCA, with relevant annotations, was filed in the
Constitutional Court on 26 September 2024. Vodacom South Africa, as
the applicant, filed its written arguments on 10 October 2024 and
Mr Makate filed his response on 18 October 2024. The matter was
heard by the Constitutional Court on 21 November 2024 and judgment
was reserved.
Vodacom
South Africa is challenging the SCA's judgement and order on
various grounds including, but not limited to the SCA ignoring the
evidence placed before it on the computation of the quantum of
compensation payable to Mr Makate, and the SCA issuing orders that
are incapable of implemented and enforced. The CEO's determination
in 2019 amounted to R47 million (€2.4 million). The minority
judgement of the SCA raised Mr Makate's compensation to an amount
payable of R186 million (€9.6 million). The value of the
compensation amount for Mr Makate, as per the SCA's majority
judgement and order, would at a minimum be R29 billion (€1.5
billion). Mr Makate, in his recent submissions to the
Constitutional Court, has stated that his request is for
compensation in the capital amount of R9.4 billion (€493
million), plus interest from 18 January 2019. Consequently, the
range of the possible compensation outcomes in this matter is very
wide. The amount ultimately payable to Mr Makate is uncertain and
will depend on the success of Vodacom South Africa's appeal against
the judgement and order of the SCA, on the merits of the case. The
Vodafone group is continuing to challenge the level of compensation
payable to Mr Makate and a provision immaterial to the financial
statements has been recorded.
9. UK:
Mr Justin Gutmann v Vodafone Limited and
Vodafone
In
November 2023, Mr Gutmann issued claims in the Competition Appeal
Tribunal seeking permission, as a proposed class representative, to
bring collective proceedings against the four UK MNOs and, in the
case of Vodafone Limited and EE Ltd, their respective parent
companies. Vodafone and Vodafone Limited are named defendants in
one of the claims with an alleged value of £1.4 billion
(approximately €1.6 billion), including interest. It is
alleged that Vodafone, Vodafone Limited and the other MNOs used
their alleged market dominance to overcharge customers after the
expiry of the minimum terms of certain mobile contracts (referred
to as a "loyalty penalty"). Taking into account all available
evidence at this stage, the Vodafone group's assessment is that the
allegations are without merit and it intends to defend the claim.
The Vodafone group is currently unable to estimate any possible
loss in regards to this issue but, while the outcome is uncertain,
Vodafone believes it is probable that no present obligation
exists.
10. Italy:
Iliad v Vodafone Italy
In
July 2019, Iliad filed a claim for €500 million against
Vodafone Italy in the Civil Court of Milan. The claim alleges
anti-competitive behaviour in relation to customer portability and
certain advertising campaigns by Vodafone Italy. The main hearing
on the merits of the claim took place on 8 June 2021. On 17 April
2023, the Civil Court issued a judgement in Vodafone Italy's favour
and rejected Iliad's claim for damages in full. Iliad filed an
appeal before the Court of Appeal of Milan in June 2023. The appeal
process is ongoing. The Vodafone group is currently unable to
estimate any possible loss in this claim in the event of an adverse
judgement on appeal but, while the outcome is uncertain, Vodafone
believes it has valid defences and that it is probable that no
present obligation exists.
C. Three UK
1. UK:
Mr Justin Gutmann v Hutchison 3G UK Limited
("3UK")
In
November 2023, Mr Gutmann issued claims in the Competition Appeal
Tribunal seeking permission, as a proposed class representative, to
bring collective proceedings against the four UK MNOs and, in the
case of Vodafone Ltd and EE Ltd, their respective parent companies.
3UK is a named defendant in one of the claims with an alleged value
of £507 million, including interest. It is alleged that 3UK
and the other MNOs used their alleged market dominance to
overcharge customers after the expiry of the contractual minimum
terms of certain mobile contracts. Taking into account all
available evidence at this stage, 3UK's assessment is that the
allegations are without merit and it intends to defend the
claim.
4. Significant change
statement
On
14 November 2024, Vodafone announced that it will commence the
third tranche of a share repurchase programme of ordinary shares up
to a maximum consideration of €500 million ending no later
than 3 February 2025. On 5 December 2024, Vodafone announced
that the Transaction had been approved by the CMA. The approval is
subject to legally binding commitments relating to network
investment, retail pricing and wholesale pricing and contract
terms. There have been no other significant changes in the
financial position of Vodafone since 30 September 2024, the end of
the last financial period for which unaudited interim financial
information has been published.
Appendix 2: Synergy benefits
Vodafone estimates that, following Completion, the Transaction
is expected to result in substantial efficiencies totalling to
more than £700 million of recurring annual cost and
capex synergies by the fifth full year post-completion, with an
implied NPV of over £7 billion.
Sources of synergies include:
●
bringing
together our network infrastructure, which allows us to run and
scale the network at lower unit costs compared to standalone
capabilities (c.40%);
●
consolidation
of IT systems (c.10%);
●
rationalisation
of the combined marketing, sales, distribution and logistics
activities (c.40%); and
●
efficiencies
in general and administration costs (c.10%).
In addition to cost and capex efficiencies, there is also an
opportunity to realise material revenue synergies underscored by
greater access to the consumer market, cross-selling
opportunities from the Vodafone UK and Three UK mobile bases, and
incremental opportunities from accelerated Enterprise 5G use-cases
and fixed wireless access (FWA) rollout. These benefits are
contingent on the Transaction and could not be achieved
independently.
To achieve these, MergeCo expects to incur
approximately £500 million of integration costs,
most of which will be incurred in the first five years
post-completion.
The estimated efficiencies in this paragraph reflect both the
beneficial elements and relevant costs. These have been quantified
and built up from a detailed analysis of each of the sources of
synergies identified and are unaudited numbers based on management
estimates.
Notes
Information that is itself incorporated by reference into the above
documents is not incorporated by reference into this document. It
should be noted that, except as set forth above, no other portion
of the above documents is incorporated by reference into this
document and those portions which are not specifically incorporated
by reference into this document are either not relevant for
Shareholders or the relevant information is included elsewhere in
this document.
Any statement contained in a document which is deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this document to the extent that a
statement contained herein (or in a later document which is
incorporated by reference herein) modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise).
Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
document.
The contents of Vodafone's website or any hyperlinks accessible
from it do not form part of this document and investors should not
rely on them.
- ends -
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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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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 83 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 CK Hutchison Holdings Limited
Listed on the Main Board of The Stock Exchange of Hong Kong Limited
(Stock Code: 1), CK Hutchison Holdings Limited and its subsidiaries
(CK Hutchison Group) 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
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:
December 09, 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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