Acquisition

Vodafone Group Plc
28 October 2005


28 October 2005

    ACQUISITION OF A 10% ECONOMIC INTEREST IN BHARTI TELE-VENTURES IN INDIA     
                                                                                
Vodafone announces that it has agreed to acquire, through wholly-owned
subsidiaries, an economic interest of 10% in Bharti Tele-Ventures Limited
('BTVL') (the 'Transaction') for a cash consideration equivalent to Rs.66.56
billion (£0.82 billion).

Commenting on the Transaction, Arun Sarin, Chief Executive of Vodafone, said:

'I am delighted to announce this strategic partnership with BTVL, the leading
national mobile operator in India. Together we will take this venture to a new
level as clear leader in this market. We are entering a relationship with a
major company which shares our vision and values and understands, as we do, the
enormous potential of mobile telephony in society. This transaction is
consistent with Vodafone's strategy of developing our global footprint in growth
markets, where we can create value for shareholders.'

Commenting on the Transaction, Sunil Bharti Mittal, Chairman and Group Managing
Director of BTVL, said:

'We are delighted to have Vodafone as our additional partner to further develop
the Indian telecom market. It is a matter of great pride for all of us at Bharti
that Vodafone has made its entry into India by way of a partnership with Bharti.
Today when Bharti stands on the threshold of being a telecom powerhouse, the
partnership with Vodafone will help in achieving its vision of making Airtel the
most admired brand in India.'

The consideration paid is equivalent to a purchase price of Rs.351 per BTVL
share and represents a 7.4% premium to the 5-day average share price of BTVL on
27 October 2005.

Vodafone has entered into an agreement to acquire:

*  a 4.39% economic interest in BTVL through Bharti Enterprises Private
   Limited ('Bharti Enterprises')

*  a 5.61% direct interest in BTVL from Warburg Pincus LLC ('Warburg
   Pincus')

The Transaction is expected to be immediately enhancing to adjusted earnings per
share and will have no impact on Vodafone's share purchase programme.


The principal benefits of the Transaction to Vodafone are that it provides:

*  Expansion of Vodafone's footprint into India, a large and
   under-penetrated market of global importance with significant growth 
   potential

   -  4th largest economy in the world in PPP-adjusted terms with a population
      of 1.1 billion

   -  3rd largest mobile market in Asia with 65.1 million customers currently,
      after China and Japan where Vodafone is already present

   -  mobile and fixed line penetration currently at approximately 6.0% and
      4.4%, respectively

   -  53.3% year-on-year mobile market growth, representing 22.6 million
      customer additions

*  Investment in the fastest growing mobile operator in India

   -  strong and highly respected management team

   -  14.1 million mobile customers as at 30 September 2005, equivalent to a
      21.8% customer market share

   -  one of only three Indian mobile operators with a nationwide footprint

   -  in the six months ended September 2005, BTVL's mobile business delivered
      year-on-year growth of 62% in customers, 58% in revenues and 64% in 
      EBITDA

   -  in the six months ended September 2005, BTVL's fixed line business
      delivered year-on-year growth of 39% in customers, 30% in revenues and 
      34% in EBITDA

*  Active role in the partnership

   -  the Transaction delivers material rights in BTVL as a result of which
      Vodafone is expected to proportionately consolidate BTVL

   -  Vodafone will have the right to appoint two directors to the BTVL Board

The acquisition of shares from Warburg Pincus is not subject to regulatory
approval and is expected to close by the end of November 2005.

The acquisition of shares in Bharti Enterprises is conditional on receipt of all
necessary unconditional regulatory approvals and certain customary conditions.
The economic closing of this part of the Transaction is expected to occur in the
first quarter of the calendar year 2006.

                                     -ends-                                     

For further information:

Vodafone Group

Investor Relations                     Media Relations
Telephone: [phone]         Telephone: [phone]

Notes to Editors

Post transaction ownership structure (% based on current shares outstanding)


   ____________________
  |                    |
  |      Vodafone      |______________________
  |____________________|                      |
             |                                |
             |               _________________|_________________      ________      _________
             |              |                                   |    |        |    |         |
             |              |          Bharti Enterprises       |    | Others |    | SingTel |______
             |              |___________________________________|    |________|    |_________|      |
             |                                |                           |             |           |
             |                                |                           |             |           |
             |               _________________|___________________________|_____________|____       |
             |              |                                                                |      |
             |              |                         Bharti Telecom                         |      |
             |              |________________________________________________________________|      |
             |                                              |                                       |
        5.65 |                                              |45.90                                  |15.84 
   __________|______________________________________________|_______________________________________|__
  |                                                                                                    |
  |                                                BTVL                                                |
  |____________________________________________________________________________________________________|
                                                     ^
                                                     |32.61
                                          ___________|___________
                                         |                       |
                                         |       Free Float      |
                                         |_______________________|

 
Vodafone will have an economic interest of 10% in BTVL post transaction on a
fully-diluted basis

Source: BTVL, Vodafone, SingTel

About Vodafone

Vodafone is the world's leading mobile telecommunications group with operations
in 27 countries and partner network agreements in 14 markets across 5 continents
with over 165 million proportionate customers worldwide as at 30 June 2005. For
further information, please visit www.vodafone.com.

About BTVL

BTVL is the no. 1 mobile operator in India, where it offers nationwide GSM
services to 14.1 million customers as at 30 September 2005. BTVL, through its
fully-owned subsidiary Infotel, is also a leading provider of fixed-line
services. Infotel's wireline and broadband division had 1.1 million customers as
at 30 September 2005; Infotel also offers long distance and enterprise services.
For the year ended March 2005, BTVL had consolidated revenues of Rs.80.0
billion, consolidated EBITDA of Rs.30.1 billion and net income of Rs.15.0
billion. For further information, please visit www.bhartiteleventures.com.

Important information

Figures for BTVL are for the 12 months ending 31 March 2005 extracted from
BTVL's FY2005 published financial results. Growth rates quoted are in Indian
Rupee terms.

'Currently' refers to 31 August 2005 data.

For illustrative purposes an exchange rate of Rs.81.5:£1 has been used.

All ownership data is on a fully-diluted basis.

This press release has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc.

UBS Limited ('UBS') is acting exclusively for Vodafone Group Plc and no one else
in connection with the Transaction and will not be responsible to anyone other
than Vodafone Group Plc for providing the protections afforded to clients of UBS
or for giving advice in relation to the Transaction or any other matters
referred to in this press release.


This press release does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase any security in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of, or be relied on in connection with, any contract thereafter.



Cautionary statement regarding forward - looking statements

This press release contains certain 'forward-looking statements' within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
our expectations and plans, strategy, management's objectives, future
performance, costs, revenues, earnings and other trend information, including
statements relating to expected benefits associated with the Transaction, plans
with respect to the Transaction, and expectations with respect to long-term
shareholder value growth and the actions of credit rating agencies.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as 'anticipates', 'aims', 'due',
'could', 'may', 'should', 'will', 'expects', 'believes', 'intends', 'plans',
'targets', 'goal' or 'estimates'. By their nature, forward-looking statements
are inherently predictive, speculative and involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
that may require acceptance of conditions with potential adverse impacts; risk
involving our ability to realise expected benefits associated with the
Transaction; the impact of legal or other proceedings; the risk that ARPUs may
decline or may decline more dramatically than expected; the risk that credit
rating agencies downgrade or give other negative guidance with respect to our
debt securities which may increase our financing costs; and the risk that, upon
completion of the Transaction, we discover additional information relating to
its business leading to restructuring charges or write-offs or with other
negative implications.

In addition to the factors noted above, please refer to documents Vodafone Group
Plc has filed with, or otherwise furnished to, the US Securities and Exchange
Commission (the 'SEC') under the US Securities Exchange Act of 1934, including
the Annual Report on Form 20-F for the year ended 31 March 2005 and subsequently
furnished Form 6-Ks (which are available at the SEC's Internet site (http://
www.sec.gov), for additional factors, risks and uncertainties that could cause
actual results and developments to differ materially from the expectations
disclosed or implied within the forward-looking statements made herein. No
assurances can be given that the forward-looking statements in this release will
be realised. All written or oral forward-looking statements attributable to
Vodafone Group Plc, any members of Vodafone Group or persons acting on our
behalf are expressly qualified in their entirety by the factors referred to
above. Vodafone Group Plc does not undertake, and specifically disclaims, any
obligation to update or revise these forward-looking statements, whether as a
result of new information, future developments or otherwise.

 

 



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