If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“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).
| 1 |
Name of reporting person
Atlas 2022 Holdings Limited |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
3,944,743,685.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
3,944,743,685.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
3,944,743,685.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.62 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| 1 |
Name of reporting person
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 |
Source of funds (See Instructions)
PF, OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED ARAB EMIRATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
3,944,743,685.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
3,944,743,685.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
3,944,743,685.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.62 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| 1 |
Name of reporting person
Emirates Investment Authority |
| 2 |
Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☐ (b) |
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
AF |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship or place of organization
UNITED ARAB EMIRATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
3,944,743,685.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
3,944,743,685.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
3,944,743,685.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
15.62 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| Item 1. | Security and Issuer |
| (a) |
Title of Class of Securities:
Ordinary Shares of 20 20/21 US cents each |
| (b) |
Name of Issuer:
VODAFONE GROUP PUBLIC LTD CO |
| (c) |
Address of Issuer's Principal Executive Offices:
VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE,
UNITED KINGDOM
, RG14 2FN. |
|
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 24, 2023, as amended by Amendment No. 1 filed by the Reporting Persons with the SEC on May 11, 2023 (the "Schedule 13D"), relating to the Ordinary Shares of 20 20/21 US cents each (the "Ordinary Shares") of Vodafone Group Plc (the "Issuer"). This Amendment is being filed to update the Schedule 13D to reflect the decrease in the total amount of Ordinary Shares outstanding as a result of a series of Ordinary Share repurchases by the Issuer, which has increased the percent of Ordinary Shares owned by the Reporting Persons. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment. Each capitalized term used herein but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D 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"). |
| (b) | Atlas Holdings is a special purpose vehicle created to hold e&'s investment in the Issuer. The address of the principal business office of Atlas Holdings is 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The principal business purposes of Atlas Holdings is to hold the Issuer's shares on behalf of e&.
e& is an Abu Dhabi public joint-stock company listed on the Abu Dhabi Securities Exchange ("ADX") and is principally engaged in the telecommunications business. The address of the principal business office of e& is Emirates Telecommunications Group Company PJSC, Head Office Building A, Intersection of Zayed the 1st Street and Sheikh Rashid Bin Saeed Al Maktoum Street, PO Box 3838, Abu Dhabi.
EIA is an integral part of the Federal Government and was established through Federal Decree Law No. 4 of 2007 as amended by Federal Decree Law No. 13 of 2009 and Federal Decree Law No. 11 of 2018. The address of the principal business office of EIA is PO Box 3235, International Tower, ADNEC Capital Centre, Abu Dhabi United Arab Emirates. |
| (c) | The name, business address, citizenship and present principal occupation or employment of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated herein by reference. |
| (d) | During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to in Annex A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to in Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The name, business address, citizenship and present principal occupation or employment of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | The paragraph below is hereby added after the fourth paragraph in Item 4 of the Schedule 13D.
Hatem Dowidar, e& Group Chief Executive Officer, was appointed to the Issuer Board as non-executive director on February 19, 2024. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate percentage of Ordinary Shares reported by each person named herein is based upon 25,253,937,012 Ordinary Shares outstanding (i.e. excluding treasury shares) as of February 11, 2025, as reported by the Issuer in its transaction in own shares notification dated February 11, 2025.
A. Atlas Holdings
(a) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporated by reference.
(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D 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) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporated by reference.
(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D 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) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporated by reference.
(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D 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) | See part (a) of this Item (5). |
| (c) | On February 6, 2025, Gramercy Park SA, a company closely related to H.E. Mohamed Hassan Al Suwaidi, a director of EIA, purchased 1,200 Ordinary Shares on the London Stock Exchange. The price per share was GBP 0.683. On February 13, 2025, it purchased an additional 1,000 Ordinary Shares on the London Stock Exchange, at a price per share of GBP 0.6803.
Except as described in this Item 5 and Annex A, none of the Reporting Persons or, to the best of each Reporting Person's knowledge, the persons included in Annex A has beneficial ownership of any Ordinary Shares or has effected any transaction in the Ordinary Shares during the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned, directly or indirectly, by the Reporting Persons. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1. Joint Filing Agreement, dated April 24, 2023, between Atlas Holdings, e& and EIA (incorporated by reference to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on April 24, 2023).
99.2 Relationship Agreement, dated May 11, 2023, between e& and the Issuer (incorporated by reference to Amendment No. 1 to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on May 11, 2023).
99.3. Registration Rights Agreement, dated May 11, 2023, between e& and the Issuer (incorporated by reference to Amendment No. 1 to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on May 11, 2023).
99.4. Annex A. |
