REG - Vodafone Group Plc - Share Buyback Programme

VodafoneAnnouncement

16/11/2022 08:45

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RNS Number : 6108G  Vodafone Group Plc  16 November 2022

16 November 2022

 

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 (£1,720,000,000 1.50 per
cent.; ISIN XS1960589668) matured on 12 March 2022. On 9 March 2022 Vodafone
announced that it had concluded its share buyback programme in relation to the
first tranche of the MCB, neutralising the dilution that occurred on
conversion of the first tranche of the MCB into Vodafone ordinary shares in
March 2021. In order to satisfy the conversion of the second tranche of the
MCB, 1,518,629,693 shares were issued from existing shares held in treasury.
Between 17 March 2022 and 15 November 2022, Vodafone undertook an irrevocable
and non-discretionary share buy-back programme 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 second tranche of the MCB. 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
second 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 second
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 16 November 2022 and will end no later than 15 March 2023
(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 26 July 2022 (the '2022 AGM'), is 2,816,463,347 ordinary shares.
The number of ordinary shares to be purchased under the New Programme will not
exceed 504,185,187 ordinary shares and is therefore within the 2022 AGM
approved limit. The purchased shares will be held as treasury shares. The
maximum amount allocated to the New Programme is £580 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
2022 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 2022 AGM can be found on our website
under:
https://investors.vodafone.com/sites/vodafone-ir/files/2022-07/vodafone-result-of-agm-2022.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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