Vodafone 2014 Annual Report Download - page 192

The Company was incorporated under English law in 1984 as Racal
Strategic Radio Limited (registered number 1833679). After various
name changes, 20% of Racal Telecom Plc share capital was offered
tothe public in October 1988. The Company was fully demerged
fromRacal Electronics Plc and became an independent company
in September 1991, at which time it changed its name to Vodafone
GroupPlc.
Since then we have entered into various transactions which enhanced
our international presence. The most signicant of these transactions
were as follows:
a the merger with AirTouch Communications, Inc. which completed
on 30 June 1999. The Company changed its name to Vodafone
AirTouch Plc in June 1999 but then reverted to its former name,
Vodafone Group Plc, on 28 July 2000;
a the completion on 10 July 2000 of the agreement with Bell Atlantic
and GTE to combine their US cellular operations to create the largest
mobile operator in the United States, Verizon Wireless, resulting in the
Group having a 45% interest in the combined entity;
a the acquisition of Mannesmann AG which completed
on 12April2000. Through this transaction we acquired businesses
in Germany and Italy and increased our indirect holding in Société
Française du Radiotéléphone S.A. (‘SFR’);
a through a series of business transactions between 1999 and 2004
we acquired a 97.7% stake in Vodafone Japan. This was then disposed
of on 27 April 2006;
a on 8 May 2007 we acquired companies with controlling interests
in Vodafone India Limited (‘VIL’), formerly Vodafone Essar Limited,
for US$10.9 billion (£5.5 billion); and
a on 20 April 2009 we acquired an additional 15.0% stake inVodacom
for cash consideration of ZAR 20.6 billion (£1.6 billion). On18May
2009 Vodacom became a subsidiary.
Other transactions that have occurred since 31 March 2010 are
asfollows:
10 September 2010 – China Mobile Limited: We sold our entire 3.2%
interest in China Mobile Limited for cash consideration of £4.3 billion.
30/31 March 2011 – India: The Essar Group exercised its underwritten
put option over 22.0% of VIL, following which we exercised our call
option over the remaining 11.0% of VIL owned by the Essar Group.
Thetotal consideration due under these two options was US$5 billion
(£3.1 billion).
16 June 2011 – SFR: We sold our entire 44% interest in SFR to Vivendi
for a cash consideration of €7.75 billion (£6.8 billion) and received a nal
dividend from SFR of €200 million (£176 million).
1 June/1 July 2011 – India: We acquired an additional 22% stake
in VILfrom the Essar Group for a cash consideration of US$4.2 billion
(£2.6billion) including withholding tax.
18 August 2011/8 February 2012 – Vodafone assigned its rights
to purchase 11% of VIL to Piramal Healthcare Limited (‘Piramal’).
On 18 August 2011 Piramal purchased 5.5% of VIL from the Essar Group
for a cash consideration ofINR 28.6 billion (£368million). On 8 February
2012, they purchased a further 5.5% of VIL fromthe Essar Group for
acash consideration of approximately INR 30.1billion (£399 million)
taking Piramal’s total shareholding in VIL to approximately 11%.
9 November 2011 – Poland: We sold our entire 24.4% interest
in Polkomtel in Poland for cash consideration of approximately
€920million (£784 million) before tax and transaction costs.
27 July 2012 – UK: We acquired the entire share capital of Cable &
Wireless Worldwide plc for a cash consideration of approximately
£1,050 million.
31 October 2012 – New Zealand: We acquired TelstraClear Limited,
for a cash consideration of NZ$840 million (£440 million).
13 September 2013 – Germany: We acquired a 76.57% interest
in Kabel Deutschland Holding AG for a cash consideration of €5.8 billion
(£4.9 billion).
21 February 2014 – On 2 September 2013 Vodafone announced
that it had reached agreement to dispose of its US Group whose
principal asset was its 45% interest in Verizon Wireless (‘VZW’)
to Verizon Communications Inc. (‘Verizon’), Vodafone’s joint venture
partner, for a total consideration of US$130 billion (£79 billion)
including the remaining 23.1% minority interest in Vodafone Italy.
Following completion on 21 February 2014, Vodafone shareholders
received Verizon shares and cash totalling US$85 billion (£51 billion).
17 March 2014 – Spain: We agreed to acquire Group Corporativo
Ono, S.A. (‘Ono’) for a total consideration equivalent to €7.2 billion
(£6.0 billion) on a debt and cash free basis. The acquisition, which
is subject to customary terms and conditions including anti-trust
clearances by the relevant authorities, is expected to complete
in calendar Q3 2014.
Vodafone Group Plc
Annual Report 2014190
History and development