UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
June 02, 2025
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 02
June 2025 entitled ‘Completion of Vodafone and Three merger
in the UK’.
2 JUNE 2025
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Completion of Vodafone and Three merger in the
UK
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Vodafone Group Plc ("Vodafone") and CK Hutchison Group Telecom
Holdings Limited ("CKHGT"), a wholly owned subsidiary of CK
Hutchison Holdings Limited ("CK Hutchison"), are pleased to
announce that the merger of Vodafone UK and Three UK successfully
completed on 31 May 2025.
The combined business, named VodafoneThree, is 51% owned by
Vodafone and 49% by CKHGT. Vodafone will fully consolidate
VodafoneThree in its financial results, and the Chief Executive
Officer is Max Taylor, who currently leads Vodafone UK. Three UK's
Darren Purkis is appointed Chief Financial Officer.
VodafoneThree will invest £11 billion over the next 10 years -
creating one of Europe's most advanced 5G networks, giving millions
of customers and businesses up and down the country a vastly
superior mobile experience.
In its first year, VodafoneThree plans to invest £1.3
billion1 in
capex. This will enable the company to accelerate its network
deployment. Consistent with previously communicated
expectations, the combined business is expected to deliver cost and
capex synergies of £700 million per annum by the fifth year
after completion and the transaction is expected to be accretive to
Vodafone's Adjusted free cash flow from FY29 onwards. Full
alignment to Vodafone's accounting policies is ongoing and pro
forma financials will be provided in due
course.
High quality network connectivity is critical to so many elements
of daily life. It is also central to the UK's economic growth
prospects, important for the UK's science and technology sectors,
as well as for improving public services and narrowing the digital
divide across the country. This significant investment in a 5G
Standalone network will propel the UK's mobile infrastructure to
the forefront of European connectivity.
Margherita Della Valle, Vodafone Group Chief Executive, said: "The
merger will create a new force in UK mobile, transform the
country's digital infrastructure and propel the UK to the forefront
of European connectivity. We are now eager to kick-off our network
build and rapidly bring customers greater coverage and superior
network quality. The transaction completes the reshaping of
Vodafone in Europe, and following this period of transition we are
now well-positioned for growth ahead."
Canning Fok, Deputy Chairman of CK Hutchison and Executive Chairman
of CKHGT, said: "As we have demonstrated in other European markets,
scale enables the significant investment needed to deliver the
world-beating mobile networks our customers expect, and the
Vodafone and Three merger provides that scale. In addition,
this transaction unlocks significant shareholder value, returning
approximately £1.3 billion in net cash to the
Group."
- ends -
For media enquiries, please contact:
Vodafone Group
Plc
CK Hutchison Holdings Limited
Media
Relations:
[email protected]
[email protected]
Headland Consultancy
Investor
Relations:
+ 44 (0) 20 38054822;
[email protected]
Andy Rivett-Carnac:
+44 (0) 7968 997 365
Notes
1. Proforma
(12-month basis).
Other Notes to Editors
● Expected impact of the merger on Vodafone Group's
FY26 financials (on a proforma full year basis): €0.4 billion
incremental Adjusted EBITDAaL and -€0.2 billion dilutive to
Adjusted Free Cash Flow.
● Subject to customary closing adjustments,
VodafoneThree's net debt immediately after completion is expected
to be £6.0 billion (with Vodafone UK contributing £4.3
billion of debt and Three UK contributing £1.7 billion of debt
respectively). As a result, on a fully consolidated basis, Vodafone
Group's net debt will increase by £1.7 billion (€2.0
billion).
●
Both
parents have agreed to contribute £800 million of equity into
VodafoneThree to support the working capital requirements of the
business (£408
million from Vodafone and £392 million from CKHGT).
£600 million of this funding will be contributed shortly after
closing, with the remaining £200 million to follow in Q1
2026.
● There have been no material changes affecting any
matter contained in previous announcements relating to this
transaction made on 14 June 2023, 30 September 2024 and 9 December
2024.
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Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No.
1833679
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About Vodafone
Vodafone is a leading European and African telecoms company. We
provide mobile and fixed services to over 340 million customers in
15 countries, partner with mobile networks in over 40 more and have
one of the world's largest IoT platforms. In Africa, our financial
technology businesses serve almost 88 million customers across
seven countries - managing more transactions than any other
provider.
Our purpose is to keep everyone connected by using technology to
improve lives, businesses and help progress inclusive sustainable
societies. We are committed to reducing our environmental impact to
reach net zero emissions by 2040.
For more information, please visit www.vodafone.com follow
us on X at @VodafoneGroup or connect with us on LinkedIn
at www.linkedin.com/company/vodafone.
About CK Hutchison Holdings Limited
Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison
Holdings Limited (CK Hutchison) is a renowned multinational
conglomerate committed to innovation and technology with businesses
spanning the globe. With operations in about 50
countries/markets and over 300,000 employees worldwide, CK
Hutchison has four core businesses - ports and related services,
retail, infrastructure and telecommunications. The Group is
fully committed to its environmental and social sustainability
responsibilities with policies, programmes and innovations across
its businesses to address sustainability challenges such as the
net-zero transition.
CK Hutchison reported turnover of approximately HKD477 billion
(USD61 billion) for the year ended 31 December 2024.
For more information, please visit www.ckh.com.hk
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
June 02, 2025
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By: /s/ M D B
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Name: Maaike de Bie
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Title: Group General Counsel and Company Secretary
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