Securities Registration (section 12(b)) (8-a12b)
February 10 2023 - 9:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vodafone
Group Public Limited Company |
(Exact
name of registrant as specified in its charter) |
|
England
and Wales
(State or other jurisdiction of incorporation or organization) |
Not
Applicable
(I.R.S. Employer Identification No.) |
|
|
Vodafone
House, The Connection
Newbury, Berkshire, England
(Address of principal executive offices) |
RG14
2FN
(Zip Code) |
Securities to be
registered pursuant to Section 12(b) of the Act: |
Title
of each class
to be so registered |
Name
of each exchange on which
each class is to be registered |
U.S.$700,000,000
5.625% Notes due February 2053
U.S.$500,000,000
5.750% Notes due February 2063 |
The
Nasdaq Stock Market LLC |
|
|
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. x
|
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ¨
|
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.
¨
|
Securities
Act registration statement or Regulation A offering statement file number to which this form relates:
333-240163 |
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
The
Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities
Act of 1933 a prospectus supplement, dated February 7, 2023 (the “Prospectus Supplement”), relating to its U.S.$700,000,000
5.625% Notes due February 10, 2053 and U.S.$500,000,000 5.750% Notes due February 10, 2063, which are to be registered hereunder, to
a prospectus dated July 29, 2020 (the “Prospectus”) filed under Rule 424(b) and forming a part of the Registrant’s
Registration Statement on Form F-3 (File No. 333-240163). The Registrant incorporates by reference the Prospectus Supplement and the
Prospectus to the extent set forth below.
Item
1. Description of Registrant’s Securities to be Registered
Reference
is made to the information set forth under the headings “Description of Notes” and “Taxation” in the Prospectus
Supplement and under “Description of Debt Securities We May Offer” and “Taxation” in the Prospectus.
Item
2. Exhibits
The
Registrant’s Notes are expected to be listed on The Nasdaq Stock Market LLC (“NASDAQ”). Accordingly, copies of the
following exhibits shall be filed with each copy of this Registration Statement filed with the Commission or with NASDAQ, subject to
Rule 12b-32 regarding the incorporation of exhibits by reference.
Pursuant
to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being filed with the Commission in connection
with this Registration Statement:
| 1.1 | Indenture,
dated as of February 10, 2000, between Vodafone Group Plc 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 Group Plc, 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 November
24, 2000). |
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
or amendment thereto to be signed on its behalf by the undersigned, thereto duly authorized.
|
(Registrant) Vodafone Group Plc |
|
Date: February 10, 2023 |
|
|
|
By: |
/s/ Jamie Stead |
|
Name: |
Jamie Stead |
|
Title: |
Group Treasury Director |
INDEX
TO EXHIBITS
Exhibit
No. |
Exhibit |
|
|
1.1 |
Indenture, dated as of February
10, 2000, between Vodafone Group Plc 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 Group Plc, 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 November 24, 2000). |
|
|
1.2 |
Officer’s Certificate
of the Registrant pursuant to Section 301 of the Indenture, dated February 10, 2023, setting forth the terms of its U.S.$700,000,000
5.625% Notes due February 10, 2053 and U.S.$500,000,000 5.750% Notes due February 10, 2063. |
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