Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
July 23 2021 - 1:40PM
Edgar (US Regulatory)
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 July
23, 2021
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): ¨
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨ No x
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____.
This Report
on Form 6-K contains a Stock Exchange Announcement dated 23 July 2021 entitled ‘VODAFONE GROUP PLC – SHARE BUYBACK PROGRAMME’.
23 July 2021
VODAFONE
GROUP PLC
SHARE
BUYBACK PROGRAMME
In
March 2019, Vodafone Group Plc ('Vodafone') issued a two-tranche mandatory convertible bond ('MCB'), the first tranche of which (£1,720,000,000
1.20 per cent. Subordinated Mandatory Convertible Bonds; ISIN XS1960588850) matured on 12 March 2021, and the second tranche of which
is due to mature in March 2022. In order to satisfy the conversion of the first tranche of the MCB, 1,426,710,898 shares were issued
from existing shares held in treasury. Between (i) 22 March 2021 and 18 May 2021, and (ii) 19 May 2021 and 23 July 2021, Vodafone undertook
irrevocable and non-discretionary share buy-back programmes 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 first tranche of the MCB (the ‘Programmes’). 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 partially offset the increase in the issued
share capital as a result of the maturing of the first tranche of the MCB.
Vodafone
currently intends to launch additional share buy-back programmes over the next 8 months to reduce the issued share capital of Vodafone,
to further offset the increase in the issued share capital as a result of the maturing of the first tranche of the MCB, before the second
tranche of the MCB matures in March 2022. Details of any such programmes, including the target number of shares to be repurchased, would
be announced before any trading under such programmes begins.
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 26 July 2021 and will end no later than 17 November 2021 (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 28 July 2020 (the ‘2020 AGM’), is 2,677,388,122 ordinary shares. The number of ordinary shares
to be purchased under the New Programme will not exceed 467,988,432 ordinary shares and is therefore, together with the Programmes, within
the 2020 AGM approved limit. The purchased shares will be held as treasury shares. The maximum amount allocated to the New Programme
is £570 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 2020 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 2020 AGM can be found on our website under: https://investors.vodafone.com/sites/vodafone-ir/files/vodafone/agm/2020/result_of_AGM_2020.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
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)
|
Dated: July
23, 2021
|
By:
|
/s/
R E S MARTIN
|
|
Name:
Rosemary E S Martin
|
|
Title:
Group General Counsel and Company Secretary
|
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