As filed with the U.S. Securities and Exchange Commission on February 15, 2022

 

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

 

 

 

VODAFONE GROUP PUBLIC LIMITED COMPANY

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer’s name into English)

 

England and Wales

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800- 990-1135

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 

 

 

C T Corporation System

28 Liberty Street

New York, New York 10005

Telephone: +1-212-590-9070

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

JPMorgan Chase Bank, N.A.
383 Madison Avenue, Floor 11

New York, New York 10179

Telephone: +1-800-990-1135

 

Mike Bienenfeld

Igor Rogovoy

Linklaters LLP

One Silk Street

London EC2Y 8HQ

United Kingdom

Telephone: +44 (20) 7456-2000

 

Scott R. Saks, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019-6022

Telephone: +1-212-318-3151

 

It is proposed that this filing become effective under Rule 466

☐   immediately upon filing

☐   on (Date) at (Time)        

 

If a separate registration statement has been filed to register the deposited shares, check the following box. ☒

 

CALCULATION OF REGISTRATION FEE 

 

Title of Each Class of

Securities to be Registered

Amount

to be Registered

Proposed Maximum
Aggregate Price Per Unit (1)

Proposed Maximum

Aggregate Offering Price (2)

Amount of

Registration Fee

American Depositary Shares (evidenced by American Depositary Receipts) each representing ten (10) ordinary shares of Vodafone Group Public Limited Company

400,000,000

American Depositary Shares

$0.05

$20,000,000

$1,854.00

(1)

Each unit represents one American Depositary Share.

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CROSS REFERENCE SHEET

 

Item Number and Caption

 

Location in Form of American Depositary Receipt Filed Herewith as Prospectus

 

 

 

(1)    Name and address of Depositary

 

Introductory paragraph and bottom of face of American Depositary Receipt

(2)    Title of American Depositary Receipts and identity of deposited securities

 

Face of American Depositary Receipt, top center

Terms of Deposit:

 

 

(i)     Amount of deposited securities represented by one unit of American Depositary Shares

 

Face of American Depositary Receipt, upper right corner

(ii)    Procedure for voting, if any, the deposited securities

 

Paragraphs (6), (11) and (12)

(iii)   Collection and distribution of dividends

 

Paragraphs (4), (5), (7), (10), (11), (13) and (21)

(iv)   Transmission of notices, reports and proxy soliciting material

 

Paragraphs (3), (8), (11) and (12)

(v)    Sale or exercise of rights

 

Paragraphs (4), (5), (7) and (10)

(vi)   Deposit or sale of securities resulting from dividends, splits or plans of reorganization

 

Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21)

(vii)  Amendment, extension or termination of the Deposit Agreement

 

Paragraphs (15), (16) and (17)

(viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs

 

Paragraph (3)

(ix)   Restrictions upon the right to deposit or withdraw the underlying securities

 

Paragraphs (1), (2), (4), (5) and (6)

(x)    Limitation upon the liability of the Depositary

 

Paragraphs (14), (17), (19) and (20)

(3)    Fees and Charges

 

Paragraph (7)

     

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary Receipt Filed Herewith as Prospectus              

 

 

 

Vodafone Group Public Limited Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549.

 

Paragraph (8)

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

 

(a)

Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Vodafone Group Public Limited Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a).

 

 

(b)

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable.

 

 

(c)

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

 

(d)

Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

 

(e)

Certification under Rule 466. Not applicable.

 

 

(f)

Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

 

Item 4. UNDERTAKINGS

 

 

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

 

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement among Vodafone Group Public Limited Company, JPMorgan Chase Bank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on February 15, 2022.

 

 

Legal entity created by the Amended and Restated Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares

 

 

 

 

 

 

By:

JPMORGAN CHASE BANK, N.A., as Depositary

 

 

 

By:

/s/ Timothy E. Green

 

 

 

Name: Timothy E. Green

 

 

 

Title: Vice President

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Vodafone Group Public Limited Company certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of London, England, on February 15, 2022.

 

 

VODAFONE GROUP PUBLIC LIMITED COMPANY

 

 

 

 

 

 

By:

/s/ Rosemary Martin

 

 

 

Name: Rosemary Martin

 

 

 

Title: Group General Counsel and Company Secretary

 

 

       

 

 

 

POWERS OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nick Read, Margherita Della Valle and Rosemary Martin, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Under the requirements of the Securities Act, as amended, this Registration Statement on Form F-6 has been signed by the following persons on February 15, 2022, in the capacities indicated.

 

SIGNATURES

 

Signature   Title
     

/s/ Nick Read 

  Chief Executive – Executive Director
Nick Read   (principal executive officer)
     

/s/ Margherita Della Valle 

  Chief Financial Officer – Executive Director
Margherita Della Valle   (principal financial and accounting officer)
     

/s/ Jean-François van Boxmeer 

  Chairman of the Board
Jean-François van Boxmeer    
     

/s/ Val Gooding 

  Senior Independent Director and Workforce Engagement Lead
Val Gooding    
     

/s/ Crispin Davis 

  Non-Executive Director
Sir Crispin Davis    
     

/s/ Michel Demaré 

  Non-Executive Director
Michel Demaré    
     

/s/ Clara Furse 

  Non-Executive Director
Dame Clara Furse DBE    
     

/s/ Maria Amparo Moraleda Martinez 

  Non-Executive Director
Maria Amparo Moraleda Martinez    
     

/s/ David Nish 

  Non-Executive Director
David Nish    

 

 

 

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Vodafone Group Public Limited Company, has signed this Registration Statement on Form F-6 in Newark, Delaware, on February 15, 2022.

 

 

Authorized U.S. Representative

 

 

 

 

 

 

By:

Name of Authorized U.S. Representative

 

 

 

By:

/s/ Donald J. Puglisi

 

 

 

Name: Donald J. Puglisi

 

 

 

Title: Managing Director

 

 

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number

 

   

(a)

Form of Amended and Restated Deposit Agreement among Vodafone Group Public Limited Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, including the Form of ADR attached as Exhibit A thereto.

 

 

(d)

Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.

 

 

 

 

Vodafone (NASDAQ:VOD)
Historical Stock Chart
From Jul 2022 to Aug 2022 Click Here for more Vodafone Charts.
Vodafone (NASDAQ:VOD)
Historical Stock Chart
From Aug 2021 to Aug 2022 Click Here for more Vodafone Charts.