Vodafone 2013 Annual Report Download - page 160

Other unaudited nancial information (continued)
Liquidity and capital resources (continued)
Furthermore, certain of our subsidiaries are funded by external facilities which are non-recourse to any member of the Group other than
the borrower. These facilities may only be used to fund their operations. At 31 March 2013 Vodafone India had facilities of INR 215 billion
(£2.6 billion) of which INR 207 billion (£2.5 billion) is drawn. Vodafone Egypt has partly drawn EGP 1.1 billion (£104 million) from a syndicated
bank facility of EGP 3.67 billion (£355 million) that matures in March 2014. Vodacom had fully drawn facilities of ZAR 5.2 billion (£370 million),
US$60 million (£40 million) and TZS 29 billion (£12 million). Vodafone Americas has a US$1.4 billion (£921 million) US private placement with
a maturity of 17 August 2015 as well as a US$850 million (£559 million) US private placement with a maturity of 11 July 2016. Ghana had a facility
of US$240 million (£158 million) which was fully drawn.
We believe that we have sufcient funding for our expected working capital requirements for at least the next 12 months. Further details regarding
the maturity, currency and interest rates of the Group’s gross borrowings at 31 March 2013 are included in note 24.
Dividends from associates and to non-controlling shareholders
Dividends from our associates are generally paid at the discretion of theBoard of directors or shareholders of the individual operating and holding
companies and we have no rights to receive dividends except where specied within certain of the Group’s shareholders’ agreements. Similarly,
we do not have existing obligations under shareholders’ agreements to pay dividends to non-controlling interest partners of our subsidiaries or joint
ventures, except as specied below.
During the year we received distributions totalling £4.8 billion (2012: £3.8 billion) from VZW, which included a one-off US$3.8billion (£2.4 billion)
(2012: US$4.5 billion, £2.9 billion) income dividend received in December 2012 and tax distributions of £2.4 billion (2012: £965 million) which
is included in dividends received from associates and investments in the cash ows reconciliation as shown on page 97. Until April 2005
VZW’s distributions were determined by the terms of the partnership agreement distribution policy and comprised income distributions and tax
distributions. SinceApril 2005 only tax distributions have been issued, with the exception of the one-off income dividends received in January and
December 2012. Following the announcement ofVZW’s acquisition of Alltel, certain additional tax distributions were agreed in addition to the tax
distributions required by the partnership agreement. These additional distributions will continue until December 2014. Current projections forecast
that tax distributions will cover the US tax liabilities arising from our partnership interest in VZW.
Under the terms of the partnership agreement the VZW board has no obligation to effect additional distributions above the level of the tax
distributions. However, the VZW board has agreed that it will review distributions from VZW on a regular basis. When considering whether
distributions will be made each year, the VZW board will take into account its debt position, the relationship between debt levels and maturities,
and overall market conditions in the context of the ve year business plan.
Verizon Communications Inc. has an indirect 23.1% shareholding in Vodafone Italy and under the shareholders’ agreement the shareholders have
agreed to take steps to cause Vodafone Italy to pay dividends at least annually, provided that such dividends will not impair the nancial condition
or prospects of Vodafone Italy including, without limitation, itscredit standing. During the 2013 nancial year Vodafone Italy paiddividends net
of withholding tax totalling €245 million (2012: €289million) to Verizon Communications Inc.
Potential cash outows from option agreements and similar arrangements
In respect of our interest in the VZW partnership, an option granted to Price Communications, Inc. by Verizon Communications Inc. was exercised
on 15 August 2006. Under the option agreement Price Communications, Inc. exchanged its preferred limited partnership interest in VZW of the
East LP for 29.5 million shares ofcommon stock in Verizon Communications Inc. Verizon Communications Inc. has the right, but not the obligation,
to contributethe preferred interest to the VZW partnership diluting our interest. However, we also have the right to contribute further capital to the
VZW partnership in order to maintain our percentage partnership interest. Such amount, if contributed, wouldbe US$0.8 billion.
In respect of our interest in Vodafone India Limited (‘VIL’), Piramal Healthcare (‘Piramal’) acquired approximately 11% shareholding in VIL from
Essar during the 2012 nancial year. The agreements contemplate various exit mechanisms for Piramal including participating in an initial public
offering by VIL or, if such initial public offering has not completed by 18 August 2013 or 8 February 2014 respectively or Piramal chooses not
to participate in such initial public offering, Piramal selling its shareholding to the Vodafone Group in two tranches of 5.485% for an aggregate price
of approximately INR 83 billion (£1.0 billion).
Off-balance sheet arrangements
We do not have any material off-balance sheet arrangements as dened in item 5.E.2. of the SEC’s Form 20-F. Please refer to notes 20 and 21 for
a discussion of our commitments and contingent liabilities.
158 Vodafone Group Plc
Annual Report 2013