UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated November 23, 2022
Commission File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation of registrant’s name into English)
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 |  | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN EACH OF THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-240163), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-81825) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-149634) OF VODAFONE GROUP PUBLIC LIMITED COMPANY AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
CAPITALIZATION AND INDEBTEDNESS
The following table sets out our called up share capital and the borrowings and indebtedness of Vodafone Group Plc, its subsidiaries and its interest in joint ventures and associates (‘the Group’), at September 30, 2022.
| At September 30, 2022 | |
| €million | |
| Borrowings and Indebtedness | |
| Short-term borrowings | 15,675 |
| Short-term derivative financial instruments* | 190 |
| Total short-term borrowings | 15,865 |
| Long-term borrowings | 59,907 |
| Long-term derivative financial instruments* | 1,596 |
| Total long-term borrowings | 61,503 |
| Total borrowings and indebtedness | 77,368 |
| Capital | |
| Called up share capital (28,818,163,278 ordinary shares allotted, issued and fully paid) | 4,797 |
| Treasury shares held (1,127,630,065 shares) | (7,170) |
| Additional paid-in capital | 149,085 |
| Accumulated losses | (122,521) |
| Accumulated other comprehensive income | 31,262 |
| Total non-controlling interests | 2,284 |
| Total equity and shareholders’ funds | 57,737 |
| Total Capitalization and Indebtedness | 135,105 |
* Certain mark-to-market adjustments on financing instruments are included within derivative financial instruments, a component of trade and other payables.
| (1) | At September 30, 2022, the Group had contingent indebtedness relating to outstanding guarantees, performance bonds and other contingent indebtedness items totaling €3,128 million. This primarily included Vodafone Group Plc’s US$1.8 billion (€1.8 billion) guarantee of the Group’s 50% share of a US$3.5 billion loan, which forms part of the Group’s overall joint venture investment in TPG Telecom Ltd, and INR 42.5 billion (€0.5 billion) in relation to the secondary pledge over shares owned by Vodafone Group Plc the entity or the Group in Indus Towers Ltd. |
| (2) | At September 30, 2022, the Group had cash and cash equivalents of €7,072 million, short-term investments of €4,402 million, cash collateral of €754 million and €8,769 million of mark-to-market adjustments on financing instruments recorded in trade and other receivables, resulting in total net borrowings and indebtedness of €56,371 million. |
| (3) | The share buyback programme announced on March 9, 2022 was completed on November 15, 2022. A further share buyback program was announced on November 16, 2022 to repurchase up to 504,185,187 ordinary shares (up to £580 million) of which 24,298,084 shares have been repurchased at the date of this filing |
| (4) | Other than the share buyback mentioned in footnote 3 above and changes due to movements in foreign exchange rates and the financial performance for the period to date, there has been no material change in the capitalization and indebtedness of the Group since September 30, 2022. |
Signature
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.
| VODAFONE GROUP PUBLIC LIMITED COMPANY | ||
| (Registrant) | ||
| Dated: November 23, 2022 | ||
| By: | /s/ J Stead | |
| Name: Jamie Stead | ||
| Title: Group Treasury Director | ||