REG - Vodafone Group Plc - Share Buyback Programme

VodafoneAnnouncement

17/11/2021 17:40

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RNS Number : 7412S  Vodafone Group Plc  17 November 2021

 

17 November 2021

 

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, (ii) 19 May 2021 and 23 July 2021,
and (iii) 26 July 2021 and 17 November 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 offset the increase in the issued share capital as a result of the
maturing of the first 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 first 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 18 November 2021 and will end no later than 8 March 2022 (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 27 July 2021 (the '2021 AGM'), is 2,799,591,581 ordinary shares.
The number of ordinary shares to be purchased under the New Programme will not
exceed 433,662,325 ordinary shares and is therefore within the 2021 AGM
approved limit. The purchased shares will be held as treasury shares. The
maximum amount allocated to the New Programme is £540 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
2021 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 2021 AGM can be found on our website
under:
https://investors.vodafone.com/sites/vodafone-ir/files/vodafone/agm/2021/vodafone-group-plc-2021-result-of-agm.pdf
(https://investors.vodafone.com/sites/vodafone-ir/files/vodafone/agm/2021/vodafone-group-plc-2021-result-of-agm.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
(https://otp.tools.investis.com/Utilities/PDFDownload.aspx?Newsid=1237908)

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