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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 13e-4(f)(1)(i) and (f)(8)(i) and (ii)
Rule 14e-1(a)

June 12, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Lawrence Vranka, Jr.
One Silk Street
London EC2Y 8HQ
United Kingdom


Vodafone Group PLC Return of Capital
Incoming Letters Dated June 8, 2006

Dear Mr. Vranka:

We are responding to your letter dated June 8, 2006 addressed to Mauri L. Osheroff, Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your June 8, 2006 correspondence.

On the basis of the representations made and the facts presented in your letter, the Division of Corporation Finance will not recommend that the United States Securities and Exchange Commission (Commission) take enforcement action under Rule 13e-4(f)(1)(i) or Rule 14e-1(a) under the Exchange Act if Vodafone implements the Initial Redemption in the manner described in your letter. In issuing this no-action position, the Division of Corporation Finance considered the following facts, among others:

  • The Election Period will extend for a period of at least twenty U.S. business days;
  • The assertion in your letter that the market has become familiar with repurchase and redemption schemes like the Initial Redemption; and
  • Vodafone's request that new holders of Vodafone ordinary shares who become shareholders after the record date for the Capital Reorganization have the Shareholder Circular, the Election Forms and any other accompanying materials forwarded to them promptly, to the extent they have purchased after the mailing date.

On the basis of the representations made and facts presented in your June 8, 2006 letter, the Commission hereby grants an exemption from Rules 13e-4(f)(8)(i) and (ii) to allow Vodafone to offer U.S. shareholders and holders of Vodafone ADRs only the Initial B Share Dividend in the Initial Redemption. In granting this exemption, we note in particular your representations that:

  • U.S. shareholders cannot realize the tax deferral benefits enjoyed by UK shareholders pursuant to the B Share Alternatives;
  • U.S. shareholders are not otherwise disadvantaged by the inability to make an election among the B Share Alternatives; and
  • The B Shares will not be listed on any stock exchange or quotation system.

The foregoing exemptions and no-action positions are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by the proposed transaction, including but not limited to, matters relating to the registration requirements under the Securities Act of 1933 and the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.


For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,

Mauri L. Osheroff
Associate Director
Division of Corporation Finance

Incoming Letters:

The Incoming Letters are in Acrobat format.


Modified: 06/21/2006