REG - Vodafone Group Plc - Vodafone initiates KDG minority squeeze-out

VodafoneAnnouncement

29/03/2023 12:45

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RNS Number : 6417U  Vodafone Group Plc  29 March 2023

29 March 2023

 

 

Vodafone initiates squeeze-out of minority shareholders in KDG

 

 

Vodafone Group Plc ("Vodafone Group") and its wholly-owned subsidiary Vodafone
Vierte Verwaltungs AG ("Vodafone KDG") (together, "Vodafone") announce today
the initiation of procedures for a statutory merger and squeeze-out of
minority shareholders in Kabel Deutschland Holding AG ("KDG"). Vodafone KDG
will acquire the shares of all KDG minority shareholders, and KDG will be
merged into Vodafone KDG. Completion is targeted before the end of the FY24
fiscal year.

 

As of 30 September 2022, Vodafone owned 93.8% of KDG's share capital and,
under the terms of a domination and profit and loss transfer agreement (the
"DPLTA"), Vodafone has agreed to pay minority shareholders in KDG an annually
recurring net compensation of €3.17 per KDG share in cash, and also agreed
to purchase, upon demand, minority shareholders' KDG shares in cash (the "Put
Option") at a price that increases every year. Consequently, the current
effective cost of funding for Vodafone is 6.6%, which is significantly higher
than its borrowing cost. For further details on the DPLTA please see
'Background to the Offer' in https://investors.vodafone.com/KDG_DPLTA
(https://investors.vodafone.com/KDG_DPLTA) .

 

The Put Option Price as of 30 September 2022 was €89.13 per KDG share, and
total Put Option liabilities were €486 million.

 

- ends -

 

For more information, please contact:

Investor
Relations
Media Relations

investors.vodafone.com (https://investors.vodafone.com/)
 
vodafone.com/news/contact-us (https://www.vodafone.com/news/contact-us)

ir@vodafone.co.uk (mailto:ir@vodafone.co.uk)
 
GroupMedia@vodafone.com (mailto:GroupMedia@vodafone.com)

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
2FN, England. Registered in England No. 1833679

 

Forward-looking statements

This announcement contains "forward-looking statements" within the meaning of
the US Private Securities Litigation Reform Act of 1995 with respect to the
statutory merger and squeeze-out of minority shareholders in KDG, including
its targeted completion. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such words as
"will", "anticipates", "could", "may", "should", "expects", "believes",
"intends", "plans" or "targets" (including in their negative form or other
variations). By their nature, forward-looking statements are inherently
predictive, speculative and involve risk and uncertainty because they relate
to events and depend on circumstances that may or may not occur in the
future.  All subsequent written or oral forward-looking statements
attributable to the Vodafone Group, Vodafone KDG or any other member of the
Vodafone Group or any persons acting on their behalf are expressly qualified
in their entirety by the factors referred to above. No assurances can be given
that the forward-looking statements in this announcement will be realised. Any
forward-looking statements are made as of the date of this announcement.
Subject to compliance with applicable law and regulations, Vodafone does not
intend to update these forward-looking statements and does not undertake any
obligation to do so.

About Vodafone

Unique in its scale as the largest pan-European and African technology
communications company, Vodafone transforms the way we live and work through
its innovation, technology, connectivity, platforms, products and services.

 

Vodafone operates mobile and fixed networks in 20 countries, and partners with
mobile networks in 47 more. As of 31 December 2022, we had over 330 million
mobile customers, more than 28 million fixed broadband customers, and 21
million TV customers. Vodafone is a world leader in the Internet of Things
(IoT), connecting over 155 million devices and platforms.

 

We have revolutionised fintech in Africa through M-Pesa, which celebrated its
15(th) anniversary in 2022. It is the region's largest fintech platform,
providing access to financial services for more than 58 million people in a
secure, affordable and convenient way.

 

Our purpose is to connect for a better future by using technology to improve
lives, digitalise critical sectors and enable inclusive and sustainable
digital societies.

 

We are committed to reducing our environmental impact to reach net zero
emissions across our full value chain by 2040, while helping our customers
reduce their own carbon emissions by 350 million tonnes by 2030.  We are
driving action to reduce device waste and achieve our target to reuse, resell
or recycle 100% of our network waste.

 

We believe in the power of connectivity and digital services to improve
society and economies, partnering with governments to digitalise healthcare,
education and agriculture and create cleaner, safer cities. Our products and
services support the digitalisation of businesses, particularly small and
medium enterprises (SMEs).

 

Our inclusion for all strategy seeks to ensure no-one is left behind through
access to connectivity, digital skills and creating relevant products and
services such as access to education, healthcare and finance. We are also
committed to developing a diverse and inclusive workforce that reflects the
customers and societies we serve.

 

For more information, please visit www.vodafone.com
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.vodafone.com%2F&data=05%7C01%7Cella.south%40vodafone.com%7C8a217e2cfebb4fb04d3808db0376f630%7C68283f3b84874c86adb3a5228f18b893%7C0%7C0%7C638107581700880950%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=K5rhxg8UsI8GTXl5ni5d3DgIMbK0sNRywkAbT5ApdwU%3D&reserved=0)
, follow us on Twitter at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.linkedin.com%2Fcompany%2Fvodafone&data=05%7C01%7Cella.south%40vodafone.com%7C8a217e2cfebb4fb04d3808db0376f630%7C68283f3b84874c86adb3a5228f18b893%7C0%7C0%7C638107581700880950%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=m6FelDUr7g0%2FaIf7g3Eg1nCuAIX8AuwM8fJXyDKidYU%3D&reserved=0)
.

 

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