Vodafone Group Plc Share Buyback Programme (6108G)
16 Noviembre 2022 - 2:43AM
UK Regulatory
TIDMVOD
RNS Number : 6108G
Vodafone Group Plc
16 November 2022
16 November 2022
SHARE BUYBACK PROGRAMME
In March 2019, Vodafone Group Plc ('Vodafone') issued a
two-tranche mandatory convertible bond ('MCB'), the first tranche
of which (GBP1,720,000,000 1.20 per cent. Subordinated Mandatory
Convertible Bonds; ISIN XS1960588850) matured on 12 March 2021, and
the second tranche of which (GBP1,720,000,000 1.50 per cent.; ISIN
XS1960589668) matured on 12 March 2022. On 9 March 2022 Vodafone
announced that it had concluded its share buyback programme in
relation to the first tranche of the MCB, neutralising the dilution
that occurred on conversion of the first tranche of the MCB into
Vodafone ordinary shares in March 2021. In order to satisfy the
conversion of the second tranche of the MCB, 1,518,629,693 shares
were issued from existing shares held in treasury. Between 17 March
2022 and 15 November 2022, Vodafone undertook an irrevocable and
non-discretionary share buy-back programme to reduce the issued
share capital of Vodafone to partially offset the increase in the
issued share capital as a result of the maturing of the second
tranche of the MCB. Vodafone today announces it will commence a new
irrevocable and non-discretionary share buy-back programme (the
'New Programme'). The sole purpose of the New Programme is to
further reduce the issued share capital of Vodafone to offset the
increase in the issued share capital as a result of the maturing of
the second tranche of the MCB. Following completion of the New
Programme, the increase in the issued share capital as a result of
the maturing of the second tranche of the MCB will be fully
offset.
Further details of the New Programme
Vodafone has given irrevocable and non-discretionary
instructions to Goldman Sachs International ('Goldman Sachs') in
relation to the New Programme, which will commence on 16 November
2022 and will end no later than 15 March 2023 (the 'Designated
Period'). Goldman Sachs will act as principal during the New
Programme and will make its trading decisions concerning the timing
of the purchases of Vodafone's ordinary shares independently of
Vodafone.
The number of ordinary shares permitted to be purchased by
Vodafone, pursuant to the authority granted by the shareholders at
the Annual General Meeting of Vodafone on 26 July 2022 (the '2022
AGM'), is 2,816,463,347 ordinary shares. The number of ordinary
shares to be purchased under the New Programme will not exceed
504,185,187 ordinary shares and is therefore within the 2022 AGM
approved limit. The purchased shares will be held as treasury
shares. The maximum amount allocated to the New Programme is GBP580
million (considering money received or paid under the accompanying
option structure).
Any purchases of ordinary shares by Vodafone in relation to this
announcement will be made on the London Stock Exchange and effected
within certain pre-set parameters and in accordance with the
authority granted by shareholders at the 2022 AGM, the Market Abuse
Regulation 596/2014 as it forms part of domestic law by virtue of
section 3 of the European Union (Withdrawal) Act 2018 (as amended)
and Chapter 12 of the Listing Rules and will be discontinued in the
event Vodafone ceases to have the necessary general authority to
repurchase ordinary shares.
Details of the authority granted at the 2022 AGM can be found on
our website under:
https://investors.vodafone.com/sites/vodafone-ir/files/2022-07/vodafone-result-of-agm-2022.pdf
Details of the mandatory convertible bond can also be found on
our website under:
https://otp.tools.investis.com/Utilities/PDFDownload.aspx?Newsid=1237908
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