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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 EUR3.17 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 .
The Put Option Price as of 30 September 2022 was EUR89.13 per
KDG share, and total Put Option liabilities were EUR486
million.
- ends -
For more information, please contact:
Investor Relations Media Relations
investors.vodafone.com vodafone.com/news/contact-us
ir@vodafone.co.uk 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 , follow us
on Twitter at @VodafoneGroup or connect with us on LinkedIn at
www.linkedin.com/company/vodafone .
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