RE: Dividend31 Jul 2025 19:44
Colbee "If 90% of the buybacks are cancelled, that alone gives a little headroom for a small divi increase."
On reflexion a very soon to be leaving finance Director may have just been very honest at the AGM when he said that the board hadn't decided what to do their treasury held 4 billion share buyback shares.
Taken from the original Vodafone/3 merger RNS 14/6/23
Exit mechanisms
The parties have agreed a put/call framework in order to enable Vodafone to acquire 100% of MergeCo. After three full years following completion of the Transaction (the "Lock-up Period"), Vodafone may acquire CKHGT's 49.0% stake in MergeCo (the "Call Option"), and CKHGT may sell its 49.0% stake in MergeCo to Vodafone (the "Put Option") (together the "Put/Call Framework").
The consideration for CKHGT's 49.0% stake in MergeCo under the Put/Call Framework will be based on fair market value, determined through an independent third-party valuation process ("Fair Market Value"). Exercise of the Call Option and Put Option will be subject to Fair Market Value reaching a minimum enterprise value of £16.5 billion for MergeCo (the "Exercise Threshold"). After the seventh financial year following completion of the Transaction, the Exercise Threshold shall not apply to the exercise of the Put Option. Completion under the Call Option and the Put Option will be subject to customary regulatory and shareholder approvals and consents.
In respect of both the Call Option and the Put Option, Vodafone can elect to pay CKHGT in cash and/or non-cash consideration (being new shares and loan notes issued by Vodafone), subject to certain conditions and protections for CKHGT as a result of holding such non-cash consideration. For any non-cash consideration, one third shall be settled by the issuance of new Vodafone shares subject to a cap of 5% (in the case of the Call Option only) of the enlarged issued share capital. The remainder of the non-cash Consideration shall be settled by loan notes. 50% will mature on the second anniversary of completion of the Call Option or the Put Option and the residual 50% of which will mature on the fourth anniversary of the completion of the Call Option or the Put Option. On the maturity dates, Vodafone shall redeem the loan notes, based on a mix of cash and/or new Vodafone shares at its election. Further details on these additional provisions will be provided in any Circular (to the extent one is required).
"Comprehensive joint governance framework in place between Vodafone and CKHGT, with Vodafone fully consolidating MergeCo. Vodafone and CKHGT having call and put options, respectively, which if exercised, would result in Vodafone acquiring CKHGT's 49% shareholding."
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