Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction — Form F-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-3 Voadafone Group Plc F-3 HTML 428K
2: EX-1.1 Underwriting Agreement 45 158K
3: EX-1.4 Underwriting Agreement 41 157K
4: EX-4.5 Instrument Defining the Rights of Security Holders 83 324K
5: EX-5.1 Opinion re: Legality 4 16K
6: EX-5.2 Opinion re: Legality 5 13K
7: EX-8.2 Opinion re: Tax Matters 2 8K
8: EX-12 Statement re: Computation of Ratios 2± 16K
9: EX-15 Letter re: Unaudited Interim Financial Information 1 8K
10: EX-23.1 Consent of Experts or Counsel 1 7K
11: EX-25 Statement re: Eligibility of Trustee 5 21K
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
------------------------
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
-----------------------
VODAFONE GROUP PUBLIC LIMITED COMPANY
(Exact name of obligor as specified in its charter)
ENGLAND and WALES N/A
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Vodafone House, The Connection
Newbury, Berkshire
England RG14 2FN
(Address of principal executive offices) (Zip Code)
-------------------------
Debt Securities
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
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Name Address
---- -------
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as exhibits
hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as
now in effect. (Exhibit 1 to T-1 to Registration Statement No.
2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit
4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section
321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1
to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank,
N.A. (as of September 30, 2003 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 5th day
of December, 2003.
CITIBANK, N.A.
By /s/ JOHN J. BYRNES
------------------
John J. Byrnes
Vice President
Exhibit 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on
September 30, 2003, published in response to call made by Comptroller of the
Currency, under Title 12, United States Code, Section 161. Charter Number 1461
Comptroller of the Currency Northeastern District.
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THOUSANDS OF DOLLARS
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin ............... $ 15,358,000
Interest-bearing balances ............ 18,210,000
Held-to-maturity securities .......... 59,000
Available-for-sale securities ........ 85,370,000
Federal funds sold in domestic
Offices ............................. 13,215,000
Federal funds sold and
securities purchased under
agreements to resell ................ 13,750,000
Loans and leases held for sale ....... 5,443,000
Loans and lease financing
receivables:
Loans and Leases, net of
unearned income ................... 298,350,000
LESS: Allowance for loan and lease
losses .............................. 7,846,000
------------
Loans and leases, net of unearned
income, allowance, and reserve ...... 290,504,000
Trading assets ....................... 61,135,000
Premises and fixed assets
(including capitalized leases) ...... 3,883,000
Other real estate owned .............. 116,000
Investments in unconsolidated
subsidiaries and associated
companies ........................... 675,000
Customers' liability to this bank
on acceptances outstanding .......... 1,024,000
Intangible assets: Goodwill .......... 5,773,000
Intangible assets: Other intangible
assets .............................. 4,970,000
Other assets ......................... 35,055,000
------------
TOTAL ASSETS ......................... $554,540,000
============
LIABILITIES
Deposits: In domestic offices ........ $113,270,000
Noninterest-bearing .................. 20,861,000
Interest- bearing .................... 92,409,000
In foreign offices, Edge and
Agreement subsidiaries,
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and IBFs ............................ 251,693,000
Noninterest-bearing .................. 18,121,000
Interest-bearing ..................... 233,572,000
Federal funds purchased in domestic
Offices ............................. 10,334,000
Federal funds purchased and securities
sold under agreements to repurchase . 11,332,000
Demand notes issued to the
U.S. Treasury ....................... 0
Trading liabilities .................. 34,532,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases): ss ......................... 41,949,000
Bank's liability on acceptances
executed and outstanding ............ 1,024,000
Subordinated notes and debentures .... 11,505,000
Other liabilities .................... 34,678,000
------------
TOTAL LIABILITIES .................... $510,317,000
------------
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES ........................ 397,000
EQUITY CAPITAL
Perpetual preferred stock and
related surplus ..................... 1,950,000
Common stock ......................... 751,000
Surplus .............................. 23,434,000
Retained Earnings .................... 18,955,000
Accumulated net gains (losses)
on cash flow hedges ................. -1,264,000
Other equity capital components ...... 0
------------
TOTAL EQUITY CAPITAL ................. $ 43,826,000
------------
TOTAL LIABILITIES AND EQUITY
CAPITAL ............................. $554,540,000
============
I, Grace B. Vogel, Vice President and Controller of the above-named bank do
hereby declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
GRACE B. VOGEL
VICE PRESIDENT
We, the undersigned directors, attest to the correctness of this Report of
Condition. We declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.
ROBERT B. WILLUMSTAD
ALAN S. MACDONALD
WILLIAM R. RHODES
DIRECTORS
Dates Referenced Herein and Documents Incorporated by Reference
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