Vodafone Launches Buyback Programme For Second Tranche Of Mandatory Convertible Bond

Vodafone Group Plc (VOD) on Wednesday announced the commencement of a new irrevocable and non-discretionary buyback programme on 17 March. The sole purpose of the Buyback Programme is to reduce the issued share capital of Vodafone to partially offset the increase in the issued share capital, as a result of the maturity of the second mandatory convertible bond tranche of 1.72 billion pounds maturing on Saturday, 12 March.

To satisfy the conversion of the second tranche of the MCB, approximately 1.52 billion ordinary shares would be transferred from Treasury on Monday, 14 March at a conversion price of 1.1326 pound. This reflects the conversion price at issue (1.3505 pounds) adjusted for the pounds sterling equivalent of aggregate dividends paid in August 2019, February 2020, August 2020, February 2021, August 2021 and February 2022. Following such transfer, Vodafone would hold approximately 393 million of its ordinary shares in Treasury and have approximately 28.4 billion ordinary shares in issue.

Goldman Sachs would act as principal and would make its trading decisions independently of Vodafone.

On 27 July 2021 Vodafone had been authorized to buy back approximately 2.8 billion ordinary shares. The number shares to be purchased under the 2022 Buyback Programme will not exceed approximately 1.02 billion. The maximum amount allocated to the program is 1,200 million net of money received or paid under the accompanying option structure.

As announced in March 2019, when the MCB was successfully placed, Vodafone entered into an accompanying option strategy to mitigate, partially or fully, any share price appreciation relative to the initial conversion price of the bonds, should Vodafone decide to execute a share buyback.

Vodafone today announces that the exercise dates have been amended to mature over the next 12 months to match the optimal level of average daily share buybacks to be pursued.

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