As filed with the Securities and Exchange Commission on March 11, 2008

Registration No. 333-      

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

 

VODAFONE GROUP PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)

 

 

Vodafone House
The Connection
Newbury, Berkshire RG14 2FN, England
Tel. No.: 011-44-1635-33251
(Address and telephone number of Registrant’s principal executive offices)

 

 

 

 

THE VODAFONE GLOBAL INCENTIVE PLAN
(Full titles of the plan)

 

CT Corporation System
111 8^th Avenue
New York, NY 10011
Tel. No.: 212-590-9200
(Name, address and telephone number of agent of service)

 

Please send copies of all communications to:

 

Stephen R. Scott
Vodafone Group Public Limited Company
Vodafone House
The Connection
Newbury, Berkshire RG14 2FN, England
Tel. No.: 011-44-1635-33251

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

This Registration Statement will become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

 

 

PART I:
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to employees of the Registrant and employees of subsidiaries of the Registrant participating in the plan covered by this Registration Statement as required by Rule 428(b) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II:
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”) by Vodafone Group Public Limited Company (“Vodafone” or the “Registrant”), and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed or furnished:

 

(a) the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2007, filed with the Commission on June 14, 2007, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(b) the Registrant’s Reports on Form 6-K filed on July 10, 2007, July 27, 2007, August 8, 2007, September 25, 2007, October 9, 2007, November 23, 2007, February 5, 2008 and February 7, 2008, in each case to the same extent as such report was designated on the cover thereof for incorporation by reference into our Registration Statement on Form F-3 (File No. 333-144978) and our Registration Statement on Form S-8 (File No. 333-81825); and

 

(c) the description of the Registrant’s Ordinary Shares and ADSs contained in the Amendment 4 to the Registrant’s Registration Statement on Form 8-A/A filed on September 1, 2006, pursuant to Section 12(b) of the Exchange Act and any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by Vodafone pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. To the extent designated therein, any reports on Form 6-K furnished to the Commission shall be deemed to be incorporated by reference in this Registration Statement from the date that such reports are furnished to the Commission.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

Not applicable.

 

 

None.

 

 

Articles 153 and 154 of Vodafone’s Articles of Association provide as follows:

 

“153  Indemnity

 

 

 

 

154  Insurance

 

154.1 For the purposes of this Article each of the following is a Relevant Company:

 

 

 

 

 This includes, for example, insurance against any liability incurred by them for any act or omission:

 

 

Article 2 of the Company’s Articles of Association provides, inter alia, that:

 

“Companies Act 1985 means the Companies Act 1985, as amended by the Companies Act 1989 and the Companies Act 2006;

 

Companies Act 2006 means the company law provisions of the Companies Act 2006 (as defined therein), for the time being in force; and

 

Companies Acts means the Companies Acts as defined in Section 2 of the Companies Act 2006 (where provisions are for the time being in force), the CREST Regulations and other legislation relating to companies and affecting the Company (including any orders, regulations or other subordinated legislation made under them) in force from time to time.”

 

With effect from October 1, 2007, the following provisions of the Companies Act 2006 provide as follows:

 

 

 

 (a) section 233 (provision of insurance);

 

 (b) section 234 (qualifying third party indemnity provision); or

 

 (c) section 235 (qualifying pension scheme indemnity provision).

 

 

233  Provision of insurance

 

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that sub-section.

 

234  Qualifying third party indemnity provision

 

 

 Such provision is qualifying third party indemnity provision if the following requirements are met.

 

 

 (a) any liability of the director to pay —

 

 

 (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

 

(b) any liability incurred by the director —

 

(i) in defending criminal proceedings in which he is convicted, or

 

(ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

 

(iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

 

 

 (a) a conviction, judgment or refusal of relief becomes final —

 

 

 

 (b) an appeal is disposed of —

 

 (i) if it is determined and the period of bringing any further appeal has ended, or

 

 (ii) if it is abandoned or otherwise ceases to have effect.

 

 

This paragraph (6) of Section 234 has been amended by paragraph 12 of Schedule 1 of the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007.

 

“235  Qualifying pension scheme indemnity provision

 

 

 Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

 

(3) The provision must not provide any indemnity against —

 

 

 

 

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

 

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose —

 

(a) a conviction becomes final —

 

 

 (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of, and

 

 (b) an appeal is disposed of —

 

 (i) if it is determined and the period for bringing any further appeal has ended, or

 

 (ii) if it is abandoned or otherwise ceases to have effect.

 

 

239  Ratification of acts of directors

 

 

 (a) “conduct” includes acts and omissions;

 

 (b) “director” includes a former director;

 

 (c) a shadow director is treated as a director; and

 

 (d) in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

 

 

 (a) the validity of a decision taken by unanimous consent of the members of the company, or

 

 

 

256  Associated bodies corporate

 

 For the purposes of this Part —

 

 

Section 727 of the Companies Act 1985 provides as follows:

 

“727.  Power of court to grant relief in certain cases:

 

 

The Registrant has obtained directors’ and officers’ insurance coverage, which, subject to policy terms and limitations, includes coverage to reimburse the Registrant for amounts that it may be required or permitted by law to pay or indemnify its directors or officers.

 

 

Not applicable.

 

 

 

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate,

represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the Securities offered therein, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the Securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the Securities offered therein, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

SIGNATURE OF VODAFONE GROUP PUBLIC LIMITED COMPANY

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Newbury, England, on January 29, 2008.

 

Vodafone Group Public Limited Company

 

Name:     Stephen R. Scott

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints each Director listed below and Stephen R. Scott (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933 (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of any securities to be granted under The Vodafone Global Incentive Plan (the “Securities”) and any securities or Blue Sky law of any of the states of the United States of America in order to effect the registration or qualification (or exemption therefrom) of the Securities for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as an Officer, Director or Authorized Representative in the United States of America or in any other capacity with respect to this Registration Statement (the “Registration Statement”) and/or such other form or forms as may be appropriate to be filed with the Commission or under or in connection with any Blue Sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Securities, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and any subsequent registration statement for the same offering that may be filed under Rule 462(b) under the Securities Act and to any and all instruments and documents filed as part of or in connection with this Registration Statement.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

 

EXHIBIT INDEX