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
For
the date of May 11, 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 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PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY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.
This Report
on Form 6-K contains a Stock Exchange Announcement dated 11 May 2023 entitled ‘Vodafone and e& Form Strategic Relationship
Across Europe, the Middle East and Africa’.
11
May 2023
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
VODAFONE
AND e& FORM STRATEGIC RELATIONSHIP
ACROSS EUROPE, THE MIDDLE EAST AND AFRICA
Vodafone
Group Plc (“Vodafone”) and Emirates Telecommunications Group Company PJSC (“e&”) today announced that they
have agreed a strategic relationship that brings the two operators closer together in certain aspects of their businesses.
As
part of this strategic relationship, Vodafone and e& have entered into a relationship agreement that establishes e& as a cornerstone
shareholder of Vodafone (the “Relationship Agreement”). This is the next phase in a strategic relationship that began in
May 2022, when e& made its original investment in Vodafone.
The
strategic relationship also enables collaboration across a broad range of growth areas, as e& and Vodafone can benefit from each
other’s respective operational scale and complementary geographic footprint. The key areas of commercial collaboration that Vodafone
and e& will initially pursue include:
| · | In
Enterprise, Vodafone and e& will explore jointly offering cross-border digital
services and solutions to multi-national customers and public sector organisations. Services
will include fixed and mobile connectivity, Mobile Private Networks, IoT, cybersecurity and
cloud-based services. |
| · | In
Procurement, Vodafone and e& will seek to share best practice and may adopt joint
procurement. |
| · | In
Carrier, Wholesale & Roaming, the two operators will work together to become the
partner of choice in providing
access to high-quality digital infrastructure. |
| · | In
Technology, both teams will seek to work together on a technology roadmap, including
the evolution and adoption of OpenRAN. |
Under
the terms of the Relationship Agreement, the Group Chief Executive Officer of e&, will join the Vodafone Board as a non-executive
Director (the “e& Nominee”), for as long as e& maintains its current shareholding of 14.6%. e& will also have
the ability to nominate a second non-executive Director (the “Independent Nominee”), independent of e&, if its shareholding
exceeds 20% (subject to certain adjustments while regulatory approvals are outstanding). These appointments are subject to receipt by
e& of the required regulatory approvals. Other key terms of the Relationship Agreement are summarised below.
Margherita
Della Valle, Vodafone Group Chief Executive, said: “We know e& well and I’m delighted we have strengthened our existing
relationship through this strategic partnership. This closer alignment allows us to capture opportunities in our respective markets and
brings additional telecoms experience to our Board.”
Hatem
Dowidar, Chief Executive Officer of e&, said: “Our investment in Vodafone is anchored by Vodafone Group's established position
and worldwide reputation as a prominent industry player that provides cutting-edge connectivity and digital services. This aligns with
e&’s vision of becoming a global telecom and technology player.
We
extend a warm welcome to Margherita Della Valle as Vodafone's newly appointed Group Chief Executive Officer, and we have full confidence
in her leadership abilities to steer the company toward growth. We are convinced that our strategic relationship will unlock opportunities
for both companies to explore the swiftly expanding global telecom market and next-generation technologies”.
Person
responsible
The
person responsible for arranging the release of this announcement on behalf of Vodafone is Maaike de Bie Group General Counsel and Company
Secretary (Tel: +44 (0)1635 33251).
For
more information from Vodafone, please contact:
Investor
Relations |
Media
Relations |
|
|
investors.vodafone.com
ir@vodafone.co.uk |
vodafone.com/media/contact
groupmedia@vodafone.com |
Registered
Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679
For
more information from e&, please contact:
Investor
Relations
ir@eand.com www.eand.com
Relationship
agreement key terms
The
Nominees
| · | Both
the e& Nominee and the Independent Nominee (the “Nominees”) may be replaced
from time to time by e&, subject to certain procedures agreed in the Relationship Agreement.
They shall also be subject to annual (re-)election by Vodafone’s shareholders. |
| · | The
e& Nominee shall be appointed to the Nominations and Governance committee. The Nominees
will be entitled to be appointed to other committees of the Board on the same basis as other
non-executive directors but will not be entitled to be appointed to the Audit and Risk Committee
or the Remuneration Committee for so long as their appointment on such committees would not
be in compliance of the UK Corporate Governance Code and/or the Nasdaq Listing Rules applicable
to Vodafone. |
| · | The
appointment of the Nominees will be terminated if e& falls below the relevant shareholding
thresholds applicable to each Nominee, the Relationship Agreement is terminated or, subject
to the terms of the Relationship Agreement, if they fail to comply with applicable law or
are removed from office by the shareholders. |
Standstill,
lock-up and corporate actions
Subject
to certain customary exceptions, e& undertakes to:
| · | not
acquire any interests in Vodafone’s shares which would result in it and its affiliates
having an interest exceeding 24.99%; |
| · | not
dispose of Vodafone shares for two years (save for a maximum of 3% of Vodafone’s shares
during each twelve-month period); and |
| · | refrain
from taking certain other public actions, including requisitioning a shareholder meeting
or proposing any resolution to be put forward at a shareholder meeting. |
Public
statements, confidentiality and information sharing
| · | e&
and Vodafone have agreed to certain mutual non-disparagement provisions in relation to public
statements about the other party and their respective affiliates, or current or former directors,
officers or employees. |
| · | e&
will be subject to customary confidentiality obligations. |
About e&
e&
is one of the world’s leading technology and investment groups. With consolidated net revenue at AED 52.4 billion and consolidated
net profit of AED 10 billion for 2022, its high credit ratings reflect the company’s strong balance sheet and proven long-term
performance.
Founded
in Abu Dhabi more than four decades ago as the UAE’s first telecommunications company, the Group now operates in 16 countries across
the Middle East, Asia and Africa.
e&
provides innovative digital solutions, smart connectivity and next-generation technologies to a variety of customer segments through
its business pillars: etisalat by e&, e& international, e& life, e& enterprise and e& capital.
To
learn more about e&, please visit: https://eand.com/
About Vodafone
Unique
in its scale as the largest pan-European and African technology communications company, Vodafone transforms the way we live and work
through its innovation, technology, connectivity, platforms, products and services. Vodafone operates mobile and fixed networks in 22
countries, including 5 joint ventures and associates, and partners with mobile networks in 46 more. As of 31 December 2022, we had
over 330 million mobile customers, more than 28 million fixed broadband customers, and 21 million TV customers. Vodafone is a world leader
in the Internet of Things (IoT), connecting over 155 million devices and platforms.
We
have revolutionised fintech in Africa through M-Pesa, which celebrated its 15th anniversary in 2022. M-Pesa is the region's largest
fintech platform, providing access to financial services to more than 58 million people in a secure, affordable and convenient way. Our
purpose is to connect for a better future by using technology to improve lives, digitalise critical sectors and enable inclusive and
sustainable digital societies. We are committed to reducing our environmental impact to reach net zero emissions across our full value
chain by 2040, while helping our customers reduce their own carbon emissions by 350 million tonnes by 2030. We are driving action
to reduce device waste and achieve our target to reuse, resell or recycle 100% of our network waste.
We
believe in the power of connectivity and digital services to improve society and economies, partnering with governments to digitalise
healthcare, education and agriculture and create cleaner, safer cities. Our products and services support the digitalisation of businesses,
particularly small and medium enterprises (SMEs).
Our
inclusion for all strategy seeks to ensure no-one is left behind through access to connectivity, digital skills and creating relevant
products and services such as access to education, healthcare and finance. We are also committed to developing a diverse and inclusive
workforce that reflects the customers and societies we serve.
For more information,
please visit http://www.vodafone.com, follow us on Twitter at @VodafoneGroup or connect with us on LinkedIn at http://www.linkedin.com/company/vodafone.
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) |
|
|
Date: May 11, 2023 |
By: |
/s/ M D B |
|
Name: |
Maaike de Bie |
|
Title: |
Group General Counsel and Company Secretary |
Vodafone (NASDAQ:VOD)
Historical Stock Chart
From Aug 2024 to Sep 2024
Vodafone (NASDAQ:VOD)
Historical Stock Chart
From Sep 2023 to Sep 2024