Vodafone To Take Full Ownership of VodafoneThree

Vodafone announced that it has reached an agreement for the buyout of CK Hutchison Group Telecom Holding Limited from the VodafoneThree joint venture for £4.3 billion via a cancellation of shares. Following completion of the Transaction, Vodafone will become the sole owner of VodafoneThree, the UK’s largest mobile operator and one of the fastest growing broadband providers.

Since the merger of Vodafone UK and Three UK last year, significant progress has been made in integrating the two businesses. This has led to considerable improvements in network quality, which have been delivered ahead of schedule, as we look to build the UK’s best 5G network. Consumers and businesses up and down the country are already benefiting from greater coverage, speeds and reliability.

Alongside these network upgrades, we have also seen a significant improvement in overall customer experience and loyalty across all of our brands. Most notably, Three has seen a significant improvement in customer retention, and we are already successfully cross selling a broad range of products, including home broadband and Fixed Wireless Access, to the largest UK mobile base.

This strong start to the integration means we are now even more confident on delivering our plans to create one of Europe’s leading telecoms networks, which include expecting to realise £700 million annual cost and capital expenditure synergies by FY30. We believe now is the right time to take full ownership of VodafoneThree, enabling us to move at an even faster pace to transform the UK’s digital infrastructure and realise value for our shareholders.

Margherita Della Valle, Chief Executive of Vodafone Group, said: “A year on from the merger, the team has made remarkable progress, as we maximise the full potential of VodafoneThree and capture the significant synergies.

I’m delighted that we will now have full ownership of VodafoneThree as we roll out one of Europe’s most advanced 5G networks, provide the UK’s best customer experience and drive long-term value for our shareholders.”

Max Taylor will continue in his role as Chief Executive Officer of VodafoneThree, supported by the existing VodafoneThree leadership team. There will be no change to VodafoneThree’s multi-brand strategy, ensuring continuity for customers across all brands.

Completion is subject to the receipt of approvals under the UK National Security and Investment Act, associated with Vodafone moving to 100% ownership, and the Transaction is expected to complete in the second half of 2026.

On 14 June 2023, Vodafone announced that it had agreed a merger of Vodafone UK and Three UK (the “Merger”). The Merger subsequently completed on 31 May 2025, as a result of which VodafoneThree is currently 51% owned by Vodafone and 49% by CKHGT. The terms of the Merger are set out in the announcements made by Vodafone on 14 June 2023, 30 September 2024 and 9 December 2024.

Vodafone will fund VodafoneThree’s cancellation of CKHGT’s shares in VodafoneThree with £4.3 billion in cash and the Transaction is expected to increase Vodafone Group’s pro forma net leverage by 0.4x. At completion of the merger, CKHGT contributed its business with £1.7 billion of debt and Vodafone contributed its business with £4.3 billion of debt. Since completion of the merger the parties have contributed £0.8 billion of equity and as at 31 March 2026, net debt was £5.08 billion. The Transaction implies an enterprise value for VodafoneThree of £13.85 billion. Vodafone plans to fund the Transaction from existing cash resources.

By virtue of CKHGT’s 49% shareholding in VodafoneThree and Vodafone’s 51% holding in VodafoneThree, the transaction constitutes a Related Party Transaction (the “Related Party Transaction”) for the purposes of the UK Listing Rules. The Board of Directors of Vodafone consider, having been so advised by Morgan Stanley & Co. International plc (“Morgan Stanley”), acting in its capacity as sponsor to Vodafone in relation to the Related Party Transaction, that the terms of the Related Party Transaction are fair and reasonable insofar as Vodafone security holders are concerned. In providing its advice, Morgan Stanley has taken into account the commercial assessments of the Board of Directors of Vodafone. 

Source: Vodafone media announcement