Vodafone Group Plc SHARE BUYBACK PROGRAMME (8687S)
March 19 2021 - 6:15AM
UK Regulatory
TIDMVOD
RNS Number : 8687S
Vodafone Group Plc
19 March 2021
19 March 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 (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 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. Vodafone today announces it will commence a new
irrevocable and non-discretionary share buy-back programme on 22
March 2021 (the 'Programme'). The sole purpose of the Programme is
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.
Vodafone currently intends to launch additional share buy-back
programmes over the next 12 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 Programme
Vodafone has given irrevocable and non-discretionary
instructions to Morgan Stanley & Co. International plc ('Morgan
Stanley') in relation to the Programme, which will commence on 22
March 2021 and will end no later than 18 May 2021 (the 'Designated
Period'). Morgan Stanley will act as principal during the 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 Programme will not exceed
256,822,895 ordinary shares and is therefore within the 2020 AGM
approved limit. The purchased shares will be held as treasury
shares. The maximum amount allocated to the Programme is GBP330
million (considering money received or paid under the accompanying
option structure).
As announced in March 2019, when the MCB was successfully
placed, Vodafone entered into an accompanying option strategy to
mitigate, partially or fully, any share price appreciation relative
to the initial conversion price of the bonds, should Vodafone
decide to execute a share buyback. Vodafone today announces that
the exercise dates have been amended to mature over the next 12
months in order to match the optimal level of average daily share
buy-backs to be pursued.
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
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