Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Dated October 16, 2003
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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 ý Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No ý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82
This Report on Form 6-K contains a press release issued by Vodafone Group Plc on October 14, 2003, entitled “Vivendi Universal and Vodafone increase their cooperation in France”.
Vivendi Universal and Vodafone increase their
cooperation in France
Paris and Newbury, October 14, 2003. Vivendi Universal and Vodafone Group Plc announce today a number of agreements designed to further improve the performance of Cegetel Groupe, as well as optimise the cash flows between Cegetel Groupe and its shareholders. There are four such agreements:
1. Vodafone and SFR have signed an agreement to increase their cooperation and their joint economies of scale in a number of different areas:
• The coordination of their activities in the development, and rollout of new products and services, including Vodafone live! which will be launched later this month and,
• The development of operational synergies in procurement (including IT and technology) and best practice sharing.
The partners expect that these arrangements will further enhance SFR’s competitiveness and will therefore benefit both SFR’s customers and shareholders.
2. Vivendi Universal and Vodafone have agreed in principle to simplify the structure of Cegetel Groupe through the merger of Transtel, Cofira and SFR into Cegetel Groupe, to be renamed “SFR”. Vivendi Universal would hold 55.8% and members of the Vodafone group would hold 43.9% of the share capital of the merged entity. The balance of the share capital would be held by individuals who were formerly minority shareholders in Cofira. Providing the mergers receive regulatory approvals in France and final board and shareholder approvals, it is currently expected that these mergers would be implemented in the fourth quarter of 2003. This project is being submitted for information and consultation with employee representative bodies.
3. Vivendi Universal and Vodafone have agreed to establish the payment of quarterly dividends by the merged entity to its shareholders from 2004. This would enhance the access of both shareholders to the cash flows generated by the company.
In addition, Vivendi Universal and Vodafone have agreed in principle that Vivendi Universal would be able to access available cash pro rata to its shareholding from the merged entity through a cash pooling agreement, up to a limit of €250 million. Advances under the cash pooling agreement would be repayable on the date on which quarterly dividends become payable by the merged entity. Providing this agreement receives final board approvals, it would become effective on the date on which the mergers of Transtel, Cofira and SFR into Cegetel Groupe are completed.
4. As previously announced, Cegetel Groupe and SNCF have agreed to merge Cegetel Groupe’s fixed line business, Cegetel SA with Télécom Développement, the joint venture between Cegetel Groupe and SNCF, which operates the largest alternative national digital fixed line network in France. Cegetel Groupe will own 65% of the merged
company. The new company, to be renamed “Cegetel” will build on this merger to launch more competitive broadband services focusing initially on the ISP and corporate markets, and then on the consumer market. It is currently expected that this merger, which is subject to board, shareholder and regulatory approvals in France, would also be implemented in the fourth quarter of 2003.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This press release contains certain “forward-looking statements” with respect to our expectations, strategy, management’s objectives, future performance, costs, revenues, earnings and other trend information, including statements relating to expected benefits associated with the above agreements. 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 will occur in the future. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “due”, “could”, “may”, “should”, “would” “expects”, “believes”, “intends”, “plans”, “targets”, “goal”, or “estimates”.
There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to regulatory approvals which may require the acceptance of conditions with potential adverse impacts and risk our ability to realise expected synergies and benefits, the failure of the necessary parties to reach final agreement with respect to one or more of the transactions described, and the failure to obtain board, shareholder or regulatory approval of any merger.
Please refer to documents that Vivendi Universal and Vodafone Group Plc have filed under the US Securities Exchange Act of 1934 with the Securities Exchange Commission and/or the French Commission des Opérations de Bourse, including Vivendi Universal’s and Vodafone Group Plc’s Annual Report & Accounts and Form 20-F for the year ended 31 December 2002 for Vivendi Universal and 31 March 2003 for Vodafone Group Plc and Vivendi Universal’s Document de Reference filed with the French Commission des Opérations de Bourse, for additional factors that could cause actual results and developments to differ materially from the expectations disclosed or implied within forward-looking statements. All written or oral forward-looking statements attributable to Vivendi Universal or Vodafone Group Plc, any members of Vivendi Universal or Vodafone Group Plc or persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. Vivendi Universal and Vodafone Group Plc do not intend to update these forward-looking statements.
For further information:
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Vodafone Group: |
Vivendi Universal Contacts: |
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Média |
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Tim Brown, Group Corporate Affairs Director |
Paris |
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Tel: +44 (0) 1635 673310 |
Antoine Lefort |
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+33 (0) 1 71 71 11 80 |
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Investor Relations |
Agnès Vétillart |
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Melissa Stimpson |
+33 (0) 1 71 71 30 82 |
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Darren Jones |
Alain Delrieu |
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Tel: +44 (0) 1635 673310 |
+33 (0) 1 71 71 10 86 |
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Media Relations |
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Bobby Leach |
Investor Relations |
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Ben Padovan |
Paris |
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Tel: +44 (0) 1635 673310 |
Daniel Scolan |
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+33 (0) 171 71 32 91 |
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Tavistock Communications |
Laurence Daniel |
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Lulu Bridges |
+33 (0) 1 71 71 12 33 |
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Justin Griffiths |
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Tel:+44 (0) 207 9203150 |
New York |
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Eileen McLaughlin |
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+(1) 212 572 8961 |
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Groupe Cegetel Contacts: |
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Médias |
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Caroline Guillaumin |
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+33 (0) 1 71 07 65 60 |
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Eric De Branche |
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+33 (0) 1 71 08 93 16 |
A simplified structure before and after the proposed transactions described in 2 and 3 above is shown below. Note that only the major companies in the existing Cegetel Groupe are shown for clarity.
Pre transactions
Post transactions
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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Dated: October 16, 2003 |
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By: |
/s/ S R SCOTT |
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Name: |
Stephen R. Scott |
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Title: |
Company Secretary |
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