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
EX-5.1 — Opinion re: Legality
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EXHIBIT 5.1
One Silk Street
London EC2Y 8HQ
Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222
Group 4 Fax (44-20) 7374 9318
DX Box Number 10 CDE
The Directors
Vodafone Group plc
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN
5 December 2003
Dear Sirs
VODAFONE GROUP PLC (THE "ISSUER")
REGISTRATION STATEMENT ON FORM F-3 IN RESPECT OF DEBT SECURITIES (THE "DEBT
SECURITIES"), DEBT WARRANTS (THE "DEBT WARRANTS"), PREFERENCE SHARES (THE
"PREFERENCE SHARES"), EQUITY WARRANTS (THE "EQUITY WARRANTS") AND ORDINARY
SHARES (THE "ORDINARY SHARES" WHICH, TOGETHER WITH THE DEBT SECURITIES, DEBT
WARRANTS, EQUITY WARRANTS AND PREFERENCE SHARES, ARE REFERRED TO HEREIN AS THE
"SECURITIES")
1 This opinion is furnished to you in connection with the Registration
Statement on Form F-3 (the "REGISTRATION STATEMENT") filed with the United
States Securities and Exchange Commission on 5 December 2003. We have acted
as your English legal advisers in connection with the registration of the
Securities under the United States Securities Act of 1933 (the "SECURITIES
ACT").
2 This opinion is limited to English law as applied by the English courts and
is given on the basis that it will be governed by and construed in
accordance with English law. In particular we express no opinion on matters
of federal law of the United States or the laws of any State of the United
States or the laws of any other jurisdiction.
3 For the purpose of this opinion we have examined the documents listed and,
where appropriate, defined in the Schedule to this letter. We believe such
documents to be those necessary for us to review for the purpose of giving
this opinion.
4 We have assumed that:
4.1 all relevant documents are within the capacity and powers of, have been
validly authorised by, and have been or will be validly executed and
delivered by, each of the respective parties thereto other than the Issuer;
4.2 each of the documents which are the subject of this opinion is valid and
binding on each party under the law to which it is expressed to be subject
where that is not English law and that words and phrases used in those
documents have the same meaning and effect as they would if those documents
were governed by English law;
4.3 all documents furnished to us as copies are genuine, authentic and complete
and conform to the original documents of which they are copies and the
relevant documents have been executed in
the forms reviewed by us and, where relevant, the Securities will be
completed, authenticated and issued as provided in the Indenture;
4.4 the Minutes are a true and complete record of the proceedings described
therein and the resolutions set out in the Minutes remain in full force and
effect without modification;
4.5 the terms of any series of Debt Securities will not be inconsistent with
the provisions of the Indenture and there will be no provision in any
supplement to the prospectus dated 5 December 2003 (the "PROSPECTUS")
included in the Registration Statement or any other document which would
affect the content of this opinion; and
4.6 each issue of Securities will be duly authorised and in respect of each
issue of Ordinary Shares, Equity Warrants or Preference Shares, the Issuer
will have sufficient authorised but unissued share capital and the
directors of the Issuer will have been granted the necessary authority to
allot the relevant Securities.
5 In our opinion:
5.1 The Issuer is a public limited company duly incorporated in England and
Wales under the Companies Act 1985.
5.2 The Issuer has corporate power to enter into and perform its obligations
under the Indenture and the Securities Depositary Agreement and to issue
and perform its obligations under the Securities.
5.3 The Issuer has taken all necessary corporate action to authorise the
execution, delivery and performance of the Indenture, the Securities
Depositary Agreement and the Securities and, provided that each Security is
executed as provided in the relevant resolutions authorising the relevant
issue of Securities and the Articles of Association of the Issuer, the
Issuer will have validly executed and delivered the Securities.
5.4 Insofar as English law is concerned, the obligations assumed by the Issuer
under the Indenture and the Securities Depositary Agreement constitute
valid and binding obligations of the Issuer and the obligations to be
assumed by the Issuer under the Securities upon issue thereof would
constitute valid and binding obligations of the Issuer.
5.5 When the Ordinary Shares and the Preference Shares are issued and delivered
against payment therefore as contemplated in the Registration Statement and
in conformity with the Issuer's Memorandum and Articles of Association and
so as not to violate any applicable law, such Ordinary Shares and
Preference Shares will be validly issued and fully paid up and no further
contributions in respect of such Ordinary Shares and Preference Shares when
issued as contemplated in the Registration Statement will be required to be
made to the Issuer by the holders thereof, by reason solely of their being
such holders.
6 We hereby confirm to you that our opinion is as set forth under the caption
"Taxation - United Kingdom Taxation" in the Registration Statement.
7 The term "valid and binding" as used above should not be construed to mean
that the obligations assumed by the relevant party will necessarily be
enforced in all circumstances in accordance with their terms.
8 We express no opinion as to the compliance or otherwise with (i) the
financial limitations on borrowings or covenants by the Issuer contained in
the Articles of Association of the Issuer and (ii)
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the limitations on the maximum aggregate principal amount of Securities
which may be issued by the Issuer as contemplated by the Registration
Statement.
9 This opinion is given on the basis of English law in force, and as it
affects the obligations under the Indenture and/or the Securities, as at
the date of this opinion. This opinion is also given on the basis that we
undertake no responsibility to notify you of any change in English law
after the date of this opinion.
10 This opinion is addressed to you in connection with the filing of the
Registration Statement. It is not to be transmitted to anyone else for any
purpose or quoted or referred to in any public document or filed with
anyone without our express consent, save that it may be relied upon by your
United States counsel, Sullivan & Cromwell LLP for the purpose of their
opinion dated the date hereof in connection with the Registration
Statement.
11 We hereby consent to the filing of this opinion as an exhibit to, and the
reference to us made under the captions "Taxation" and "Validity of
Securities" in, the Registration Statement. In giving this consent we do
not admit that we are within the category of persons whose consent is
required within Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Yours faithfully
/s/ LINKLATERS
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SCHEDULE
1 A certified copy of the Memorandum and Articles of Association of the
Issuer.
2 A certified copy of the Minutes of a Meeting of the Board of Directors of
the Issuer held on 11 November 2003 (the "MINUTES").
3 A certified copy of certain resolutions passed at the Annual General
Meeting of the shareholders of the Issuer held on 30 July 2003.
4 Registration Statement dated 5 December 2003 including the form of
Prospectus relating to the Securities.
5 Indenture dated 10 February 2000 (the "INDENTURE") between the Issuer and
Citibank, N.A. as trustee relating to the Debt Securities.
6 The securities depositary agreement dated 10 February 2000 (the "SECURITIES
DEPOSITARY AGREEMENT") between the Issuer and Citibank, N.A. as book-entry
depositary.
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