SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Vodafone Group
Plc
(Name of
Issuer)
Ordinary Shares of 20 20/21 US cents
each
(Title of Class or Securities)
BH4HKS3
(SEDOL Number)
November 7, 2022
(Date of Event to Which This Filing
Relates)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities and Exchange Act of 1934 (the “Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
|
1 |
Names of reporting persons:
Atlas 2022 Holdings Limited
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ☐
(b) ☐
|
|
3 |
SEC use only |
|
4 |
Citizenship or place of organization:
Cayman Islands
|
|
Number of shares beneficially owned by each reporting person
with |
5 |
Sole voting power:
2,752,397,163 ordinary shares 1, 2
|
|
6 |
Shared voting power:
0 ordinary shares
|
|
7 |
Sole dispositive power:
2,752,397,163 ordinary shares
|
|
8 |
Shared dispositive power:
0 ordinary Shares1
|
|
9 |
Aggregate amount beneficially owned by each reporting person:
2,752,397,163 ordinary shares1, 2
|
|
10 |
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions) ☐ |
|
11 |
Percent of class represented by amount in row (11):
10%1, 2
|
|
12 |
Type of reporting person (see instructions):
CO
|
| |
|
|
|
|
1 |
Atlas 2022 Holdings Limited is
wholly-owned by Emirates Telecommunications Group Company PJSC
(“e&”), which is in turn
60% owned by the Emirates Investment Authority (“EIA”).
Together these entities indirectly and directly beneficially own
2,752,397,163 ordinary
shares of Vodafone Group Plc (“Vodafone”), as of November 8, 2022,
representing approximately 10% of the voting rights attached to
Vodafone shares. |
|
2 |
Based on a total of 27,521,089,907
ordinary shares outstanding as of November 7, 2022 as reported by
Vodafone in its press release dated November 7, 2022. |
|
1 |
Names of reporting persons:
Emirates Telecommunications Group Company PJSC
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b)
☐
|
|
3 |
SEC use only |
|
4 |
Citizenship or place of organization:
United Arab Emirates
|
|
Number of shares beneficially owned
by each reporting person with |
5 |
Sole voting power:
2,752,397,163 ordinary shares1, 2
|
|
6 |
Shared voting power:
0 ordinary shares
|
|
7 |
Sole dispositive power:
2,752,397,163 ordinary shares1, 2
|
|
8 |
Shared dispositive power:
0 ordinary shares
|
|
9 |
Aggregate amount beneficially owned by each reporting person:
2,752,397,163 ordinary shares1, 2
|
|
10 |
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions) ☐ |
|
11 |
Percent of class represented by amount in row (11):
10%1, 2,
|
|
12 |
Type of reporting person (see instructions):
CO
|
| |
|
|
|
|
1 |
Atlas 2022 Holdings Limited is
wholly-owned by Emirates Telecommunications Group Company PJSC
(“e&”), which is in turn
60% owned by the Emirates Investment Authority (“EIA”).
Together these entities indirectly and directly beneficially own
2,752,397,163 ordinary
shares of Vodafone Group Plc (“Vodafone”), as of November 8, 2022,
representing approximately 10% of the voting rights attached to
Vodafone shares. |
|
2 |
Based on a total of 27,521,089,907
ordinary shares outstanding as of November 7, 2022 as reported by
Vodafone in its press release dated November 7, 2022. |
|
1 |
Names of reporting persons:
Emirates Investment
Authority
|
|
2 |
Check the appropriate box if a member of a group (see
instructions)
(a) ☐ (b)
☐
|
|
3 |
SEC use only |
|
4 |
Citizenship or place of organization:
United Arab Emirates
|
|
Number of shares beneficially owned by each reporting person
with |
5 |
Sole voting power:
0
|
|
6 |
Shared voting power:
2,752,397,163 ordinary shares1, 2
|
|
7 |
Sole dispositive power:
0
|
|
8 |
Shared dispositive power:
2,752,397,163 ordinary shares1
|
|
9 |
Aggregate amount beneficially owned by each reporting person:
2,752,397,163 ordinary shares1, 2
|
|
10 |
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions) ☐ |
|
11 |
Percent of class represented by amount in row (11):
10%1, 2,
|
|
12 |
Type of reporting person (see instructions):
OO3
|
| |
|
|
|
|
1 |
Atlas 2022 Holdings Limited is
wholly-owned by Emirates Telecommunications Group Company PJSC
(“e&”), which is in turn
60% owned by the Emirates Investment Authority (“EIA”).
Together these entities indirectly and directly beneficially own
2,752,397,163 ordinary
shares of Vodafone Group Plc (“Vodafone”), as of November 8, 2022,
representing approximately 10% of the voting rights attached to
Vodafone shares. |
|
2 |
Based on a total of 27,521,089,907
ordinary shares outstanding as of November 7, 2022 as reported by
Vodafone in its press release dated November 7, 2022. |
|
3 |
EIA is a public institution
established in 2007 by the Government of the United Arab Emirates
as sole Federal investment vehicle. EIA is wholly owned and subject
to constitutional supervision by the Government. EIA is an
independent legal identity with full capacity to act in fulfilling
its statutory mandate and objectives. |
Explanatory Note
Pursuant to Rule 13d-2
promulgated under the Act, the Reporting Persons are filing this
Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) to report
that, based on the number of the Issuer’s outstanding ordinary
shares, as reported in the Issuer’s press release dated November 7,
2022, the Reporting Persons are now the beneficial owner of
slightly more than 10% of the Issuer’s ordinary shares.
The increase in the Reporting Persons’ beneficial ownership since
the filing of the statement on Schedule 13G filed with the United
States Securities and Exchange Commission on May 16, 2022 (the
“Original Schedule 13D” and, as amended and supplemented by this
Amendment No. 1, the “Schedule 13G”) resulted entirely from a
decrease in the number of the Issuer’s outstanding ordinary shares.
The Reporting Person has not acquired beneficial ownership of any
additional ordinary shares of the Issuer since the filing of the
Original Schedule 13G.
Schedule 13G
|
Item |
1.
(a) Name of Issuer. |
Vodafone Group Plc (the “Issuer”)
Item 1. (b) Address of Issuer’s Principal Executive
Offices.
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN,
England.
|
Item |
2.
(a, b, c) Names of Person Filing, Address of Principal Business
Office, Citizenship. |
This Schedule 13G is being filed by:
|
(i) |
Atlas 2022 Holdings Limited, a limited liability exempted company
formed under the laws of the Cayman Islands (“Atlas
Holdings”); |
|
(ii) |
Emirates Telecommunications Group Company PJSC, a public
joint-stock company incorporated under the laws of the United Arab
Emirates (“e&”); and |
|
(iii) |
Emirates Investment Authority, a public institution established
under the laws of the United Arab Emirates (“EIA”). |
Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as
attached in exhibit 99.1. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13G.
Atlas Holdings is a wholly-owned subsidiary of e&, which in
turn is 60% owned by EIA (which, therefore, is deemed a control
person of Atlas Holdings and e&).
The address of the principal business office of Atlas Holdings is
190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman
Islands.
The address of the principal business office of e& is Emirates
Telecommunications Group Company PJSC, Head Office Building,
Intersection of Zayed the 1st Street and Sheikh Rashid
Bin Saeed Al Maktoum Street, PO Box 3838, Abu Dhabi.
The address of the principal business office of EIA is PO Box 3235,
International Tower, ADNEC Capital Centre, Abu Dhabi United Arab
Emirates.
Item 2. (d) Title of Class of Securities.
The Issuer’s Ordinary Shares
of 20 20/21 US cents each (“ordinary
shares”).
Item 2. (e) SEDOL (and
CUSIP) Number.
There is no CUSIP number assigned to the Issuer’s ordinary shares.
The ordinary shares SEDOL number is BH4HKS3. CUSIP
92857W308 has been assigned to the American Depository
Receipts ("ADRs") of the Issuer, which are quoted on the NASDAQ
under the symbol "VOD". Each ADR represents 10 ordinary shares.
Not applicable.
The aggregate percentage of ordinary shares reported by each person
named herein is based upon 27,521,089,907 ordinary shares
outstanding as of November 7, 2022, as reported by the Issuer in
its press release dated November 7, 2022.
A.
Atlas Holdings
|
(a) |
Row (9) of the cover pages to this
Schedule 13G is hereby incorporated by reference. |
|
(b) |
Row (11) of the cover pages to this
Schedule 13G is hereby incorporated by reference. |
|
(c) |
Rows (5) through (8) of the cover
pages to this Schedule 13G set forth the number of ordinary shares
as to which there is sole power to vote or direct the vote or to
dispose or to direct the disposition, and the number of Ordinary
Shares of the Issuer as to which there is shared power to vote or
to direct the vote, or shared power to dispose or to direct the
disposition. |
B. e&
|
(a) |
Row (9) of the cover pages to this
Schedule 13G is hereby incorporated by reference. |
|
(b) |
Row (11) of the cover pages to this
Schedule 13G is hereby incorporated by reference. |
|
(c) |
Rows (5) through (8) of the cover
pages to this Schedule 13G set forth the number of Ordinary Shares
as to which there is sole power to vote or direct the vote or to
dispose or to direct the disposition, and the number of Ordinary
Shares of the Issuer as to which there is shared power to vote or
to direct the vote, or shared power to dispose or to direct the
disposition. |
C. EIA
|
(a) |
Row (9) of the cover pages to this
Schedule 13G is hereby incorporated by reference. |
(b)
Row (11) of the cover pages to this Schedule 13G is hereby
incorporated by reference.
|
(c) |
Rows (5) through (8) of the cover
pages to this Schedule 13G set forth the number of Ordinary Shares
as to which there is sole power to vote or direct the vote or to
dispose or to direct the disposition, and the number of Ordinary
Shares of the Issuer as to which there is shared power to vote or
to direct the vote, or shared power to dispose or to direct the
disposition. |
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
¨.
|
Item |
6.
Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
|
Item |
7.
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company. |
See Item 2.
|
Item |
8.
Identification and Classification of Members of the Group. |
Not
applicable.
|
Item |
9.
Notice of Dissolution of Group. |
Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: November 8, 2022
ATLAS 2022 HOLDINGS LIMITED
By:
/s/ Hasan Al
Hosani
Name: Hasan Al Hosani
Title: Director
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: November 8, 2022
EMIRATES TELECOMMUNICATIONS GROUP COMPANY PJSC
By:
/s/ Hasan Al
Hosani
Name: Hasan Al Hosani
Title: Corporate Secretary
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: November 8, 2022
EMIRATES INVESTMENT AUTHORITY
By:
/s/ Mubarak Rashed Al
Mansoori
Name: Mubarak Rashed Al Mansoori
Title: Chief Executive Officer
EXHIBIT INDEX
Grafico Azioni Vodafone (NASDAQ:VOD)
Storico
Da Gen 2023 a Feb 2023
Grafico Azioni Vodafone (NASDAQ:VOD)
Storico
Da Feb 2022 a Feb 2023
