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 regarding Vodafone
Italy’.
30 September 2024
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Update regarding Vodafone Italy
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On 15 March 2024, Vodafone Group Plc ("Vodafone") announced that it
had entered into a binding agreement to sell 100% of its Italian
operations ("Vodafone Italy") to Swisscom AG (the "Transaction"). 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 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 assets and liabilities
As announced on 15 March 2024, Vodafone expects to receive upfront
cash proceeds of €8 billion and targets to maintain a robust
balance sheet, with a leverage policy of 2.25x - 2.75x Net debt to
Adjusted EBITDAaL, targeting to be in the bottom half of the range.
The Transaction is expected to have a broadly neutral impact on
Vodafone's net assets.
Risks associated with the Transaction
The expected benefits of the Transaction to Vodafone are set out in
the 15 March 2024 announcement. Vodafone additionally notes the
following potential risks associated with the
Transaction.
●
The
Transaction may not proceed to completion if regulatory approvals
are not granted. If the Transaction does not proceed to completion,
Vodafone will not realise the expected benefits from the
Transaction and the operations and management of Vodafone Italy may
be disrupted.
●
Vodafone
may incur liability under the Transaction documentation, which: (i)
contains customary warranties and indemnities; and (ii) contains
obligations for Vodafone to provide services to Vodafone Italy
following completion of the Transaction.
Announcement of Sale of Vodafone Italy and Capital
Return
Investors.vodafone.com/sale-of-vodafone-italy
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 Vodafone Italy
Vodafone Italy is a telecom network operator providing mobile and
fixed line services to both consumer and business customers across
Italy. As at 31 March 2024, Vodafone Italy had gross assets of
€12 billion. For the 12-month period ended 31 March 2024,
Vodafone Italy generated a loss before tax of €268 million.
This unaudited historical financial information was extracted from
internal financial accounting records and has been prepared on the
basis of Vodafone Group accounting policies.
About Swisscom
Swisscom is the leading ICT company in Switzerland and, with
Fastweb, a leading challenger in Italy. The company offers mobile,
Internet and TV, as well as comprehensive IT and digital services
to private and business customers. Swisscom is listed on the Swiss
Stock Exchange and is 51% owned by the Swiss
Confederation.
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 and the Vodafone group 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, Vodafone Italy 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 Vodafone Italy 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 Vodafone Italy. 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 UKLR 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.
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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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