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.
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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.