REG - Vodafone Group Plc - Vodafone to take full ownership of VodafoneThree

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RNS Number : 9105C  Vodafone Group Plc  05 May 2026

5 MAY 2026

Vodafone to take full ownership of VodafoneThree

 

 

Vodafone Group Plc ("Vodafone") has reached an agreement for the buyout of CK
Hutchison Group Telecom Holding Limited ("CKHGT") from the VodafoneThree joint
venture for £4.3 billion (€4.9 billion) via a cancellation of shares (the
"Transaction"). Following completion of the Transaction, Vodafone will become
the sole owner of VodafoneThree, the UK's largest mobile operator and one of
the fastest growing broadband providers.

Since the merger of Vodafone UK and Three UK last year, significant progress
has been made in integrating the two businesses. This has led to considerable
improvements in network quality, which have been delivered ahead of schedule,
as we look to build the UK's best 5G network. Consumers and businesses up and
down the country are already benefiting from greater coverage, speeds and
reliability.

Alongside these network upgrades, we have also seen a significant improvement
in overall customer experience and loyalty across all of our brands. Most
notably, Three has seen a significant improvement in customer retention, and
we are already successfully cross selling a broad range of products, including
home broadband and Fixed Wireless Access, to the largest UK mobile base.

This strong start to the integration means we are now even more confident on
delivering our plans to create one of Europe's leading telecoms networks,
which include expecting to realise £700 million annual cost and capital
expenditure synergies by FY30. We believe now is the right time to take full
ownership of VodafoneThree, enabling us to move at an even faster pace to
transform the UK's digital infrastructure and realise value for our
shareholders.

 

Margherita Della Valle, Chief Executive of Vodafone Group, said: "A year on
from the merger, the team has made remarkable progress, as we maximise the
full potential of VodafoneThree and capture the significant synergies.

I'm delighted that we will now have full ownership of VodafoneThree as we roll
out one of Europe's most advanced 5G networks, provide the UK's best customer
experience and drive long-term value for our shareholders."

 

Max Taylor will continue in his role as Chief Executive Officer of
VodafoneThree, supported by the existing VodafoneThree leadership team. There
will be no change to VodafoneThree's multi-brand strategy, ensuring continuity
for customers across all brands.

Completion is subject to the receipt of approvals under the UK National
Security and Investment Act, associated with Vodafone moving to 100%
ownership, and the Transaction is expected to complete in the second half of
2026.

 

 

 

Further details of the Transaction

On 14 June 2023, Vodafone announced that it had agreed a merger of Vodafone UK
and Three UK (the "Merger"). The Merger subsequently completed on 31 May 2025,
as a result of which VodafoneThree is currently 51% owned by Vodafone and 49%
by CKHGT. The terms of the Merger are set out in the announcements made by
Vodafone on 14 June 2023, 30 September 2024 and 9 December 2024.

Vodafone will fund VodafoneThree's cancellation of CKHGT's shares in
VodafoneThree with £4.3 billion in cash and the Transaction is expected to
increase Vodafone Group's pro forma net debt to Adjusted EBITDAaL by 0.4x. At
completion of the merger, CKHGT contributed its business with £1.7 billion of
debt and Vodafone contributed its business with £4.3 billion of debt. Since
completion of the merger the parties have contributed £0.8 billion of equity
and as at 31 March 2026, net debt was £5.08 billion. The Transaction implies
an enterprise value for VodafoneThree of £13.85 billion. Vodafone plans to
fund the Transaction from existing cash resources.

By virtue of CKHGT's 49% shareholding in VodafoneThree and Vodafone's 51%
holding in VodafoneThree, the transaction constitutes a Related Party
Transaction (the "Related Party Transaction") for the purposes of the UK
Listing Rules. The Board of Directors of Vodafone consider, having been so
advised by Morgan Stanley & Co. International plc ("Morgan Stanley"),
acting in its capacity as sponsor to Vodafone in relation to the Related Party
Transaction, that the terms of the Related Party Transaction are fair and
reasonable insofar as Vodafone security holders are concerned. In providing
its advice, Morgan Stanley has taken into account the commercial assessments
of the Board of Directors of Vodafone.

 

VodafoneThree financials

                                                                     £ billion
 Consensus EBITDAaL (for the 12 months period to 31 March 2027)             1.81
 Annual cost & capex synergies (by FY30)                             0.70
 Enterprise value                                                    13.85
 Net debt                                                            5.08
 Equity value                                                        8.78

 (based on €:£ exchange rate of 0.87)

 

Later in the year, we plan to host an investor briefing in the UK, which will
provide greater detail on VodafoneThree, its priorities and future growth
ambitions.

 

 ENDS 

Contact details

 Media Relations:                                                 Investor Relations:

 Vodafone.com/media/contact (http://vodafone.com/media/contact)   i (https://investors.vodafone.com) nvestors.vodafone.com

                                                                (https://investors.vodafone.com)
 GroupMedia@vodafone.com (mailto:GroupMedia@vodafone.com)

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

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

 

 

 

 

Person responsible

The person responsible for arranging the release of this announcement on
behalf of Vodafone is Maaike de Bie, Group General Counsel and Company
Secretary (Tel: +44 (0)1635 33251).

Disclaimer

Morgan Stanley is acting exclusively for Vodafone Group Plc and no one else in
connection with this matter and will not regard any other person as its
client, nor will it nor any of its affiliates, directors, employees or agents
be responsible to any other person for providing the protections afforded to
its clients or for providing advice in relation to the contents of this
announcement or any transaction referred to herein.

Notes

1.    The financial results for VodafoneThree are already fully
consolidated in Vodafone Group's accounts.

 

About Vodafone Group
everyone.connected

Vodafone is a leading European and African telecoms company.

We serve over 360 million mobile and broadband customers, operating networks
in 15 countries with investments in a further five and partners in over 40
more. We have capacity on more than 70 subsea cable systems - the backbone of
the internet - and we are developing a new direct-to-mobile satellite
communications service to connect areas without coverage. Vodafone runs one of
the world's largest IoT platforms, with over 230 million connections globally,
and we provide financial services to around 94 million customers across seven
African countries - managing more transactions than any other provider.

From the seabed to the stars, Vodafone's purpose is to keep everyone
connected.

For more information, please visit www.vodafone.com
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follow us on X at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone. (http://www.linkedin.com/company/vodafone.)

 

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