2006-06-12
Added · Updated
The Division of Corporation Finance grants Vodafone Group PLC an exemption from Rules 13e-4(f)(8)(i) and (ii) to offer U.S. shareholders and holders of Vodafone ADRs only the Initial B Share Dividend in the Initial Redemption. The Division will not recommend enforcement action under Rule 13e-4(f)(1)(i) or Rule 14e-1(a) if Vodafone implements the Initial Redemption as described, provided the election period extends for at least twenty U.S. business days. This relief is strictly limited to the specified rules and transaction, contingent upon the accuracy of the representations regarding tax deferral benefits and the non-listing of B Shares.
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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. Linklaters One Silk Street London EC2Y 8HQ United Kingdom
Re:
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.
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