Vodafone and CK Hutchison Complete Merger of Vodafone UK and Three UK to Form VodafoneThree with £11 Billion Investment in 5G Network

Vodafone and CK Hutchison Complete Merger of Vodafone UK and Three UK to Form VodafoneThree with £11 Billion Investment in 5G Network

(IN BRIEF) The merger of Vodafone UK and Three UK has officially concluded, creating VodafoneThree. This new venture will focus on deploying one of Europe’s most advanced 5G networks, with £11 billion earmarked for investment over the next decade. The merger will result in cost savings and improved cash flow for Vodafone, while providing better mobile experiences for millions of UK customers. The company is also set to contribute £800 million in equity to support its working capital, ensuring the smooth execution of its growth plans.

(PRESS RELEASE) BERKSHIRE, 2-Jun-2025 — /EuropaWire/ — Vodafone Group Plc (“Vodafone”) and CK Hutchison Group Telecom Holdings Limited (“CKHGT”), a wholly owned subsidiary of CK Hutchison Holdings Limited (“CK Hutchison”), are proud to announce the successful completion of their merger of Vodafone UK and Three UK as of May 31, 2025. The newly formed company, VodafoneThree, will be 51% owned by Vodafone and 49% by CKHGT, with Vodafone fully consolidating VodafoneThree into its financial reports. Max Taylor, the current CEO of Vodafone UK, will lead the combined company, while Darren Purkis from Three UK will assume the role of Chief Financial Officer.

VodafoneThree plans to invest £11 billion over the next decade to build one of Europe’s most advanced 5G networks, delivering a vastly improved mobile experience to millions of customers and businesses across the UK. In its first year, the company is set to invest £1.3 billion in capital expenditures to accelerate its network deployment. The combined entity is expected to achieve annual cost and capex synergies of £700 million by the fifth year, with the transaction also set to boost Vodafone’s Adjusted Free Cash Flow from FY29 onwards. Full alignment with Vodafone’s accounting policies is in progress, and pro forma financial details will be provided in due course.

The strategic investment in a 5G Standalone network will position the UK as a leader in European connectivity, vital for the country’s economic growth, science and technology sectors, and public services. Margherita Della Valle, Vodafone Group’s Chief Executive, said, “This merger will transform the UK’s digital infrastructure and propel the country to the forefront of European connectivity. We are excited to begin building our network and rapidly deliver better coverage and network quality to our customers.” Canning Fok, Deputy Chairman of CK Hutchison, added, “This merger provides the scale necessary to deliver world-class mobile networks and unlock significant shareholder value, returning approximately £1.3 billion in net cash to the Group.”

Following the merger, VodafoneThree’s net debt is expected to be £6.0 billion, with contributions from Vodafone UK and Three UK. Both companies have agreed to contribute £800 million in equity to support the business’s working capital needs. This move will ensure the continued success of VodafoneThree as it embarks on this significant digital transformation.

Notes

1. Proforma (12-month basis).

Other Notes to Editors

• Expected impact of the merger on Vodafone Group’s FY26 financials (on a proforma full year basis): €0.4 billion incremental Adjusted EBITDAaL and -€0.2 billion dilutive to Adjusted Free Cash Flow.
• Subject to customary closing adjustments, VodafoneThree’s net debt immediately after completion is expected to be £6.0 billion (with Vodafone UK contributing £4.3 billion of debt and Three UK contributing £1.7 billion of debt respectively). As a result, on a fully consolidated basis, Vodafone Group’s net debt will increase by £1.7 billion (€2.0 billion).
• Both parents have agreed to contribute £800 million of equity into VodafoneThree to support the working capital requirements of the business (£408 million from Vodafone and £392 million from CKHGT). £600 million of this funding will be contributed shortly after closing, with the remaining £200 million to follow in Q1 2026.
• There have been no material changes affecting any matter contained in previous announcements relating to this transaction made on 14 June 2023, 30 September 2024 and 9 December 2024.

About Vodafone

Vodafone is a leading European and African telecoms company. We provide mobile and fixed services to over 340 million customers in 15 countries, partner with mobile networks in over 40 more and have one of the world’s largest IoT platforms. In Africa, our financial technology businesses serve almost 88 million customers across seven countries – managing more transactions than any other provider.

Our purpose is to keep everyone connected by using technology to improve lives, businesses and help progress inclusive sustainable societies. We are committed to reducing our environmental impact to reach net zero emissions by 2040.

For more information, please visit www.vodafone.com follow us on X at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.

About CK Hutchison Holdings Limited

Listed on The Stock Exchange of Hong Kong Limited, CK Hutchison Holdings Limited (CK Hutchison) is a renowned multinational conglomerate committed to innovation and technology with businesses spanning the globe. With operations in about 50 countries/markets and over 300,000 employees worldwide, CK Hutchison has four core businesses – ports and related services, retail, infrastructure and telecommunications. The Group is fully committed to its environmental and social sustainability responsibilities with policies, programmes and innovations across its businesses to address sustainability challenges such as the net-zero transition.

CK Hutchison reported turnover of approximately HKD477 billion (USD61 billion) for the year ended 31 December 2024.

For more information, please visit www.ckh.com.hk

Media Contact:

Vodafone

Investor Relations
investors.vodafone.com
vodafone.com/news/contact-us

Media Relations
ir@vodafone.co.uk
GroupMedia@vodafone.com

CK Hutchison Holdings Limited

info@ckh.com.hk
Headland Consultancy
+ 44 (0) 20 38054822;
Andy Rivett-Carnac:
+44 (0) 7968 997 365

SOURCE: Vodafone Group