Elizabeth Judge, Telecoms Correspondent
We've made some changes
to The Sunday Times
Sir John Bond, the chairman of Vodafone, indicated yesterday that the group was considering a sale of its US holding even as he fought off an attempt by a rebel investor to force the telecoms group to release billions of pounds to shareholders.
Efficient Capital Structures (ECS), the minority rebel shareholder, suffered a humiliating defeat with all its resolutions roundly voted down at Vodafone’s annual meeting yesterday.
Investors holding just 7 per cent of the votes either voted in favour or abstained on the rebel shareholder’s key proposal for Vodafone to release value from its 45 per cent holding in Verizon Wireless by spinning off the stake.
However, Sir John indicated that the door remained open to Vodafone releasing cash from the holding by exercising a “put” option entitling it to sell Verizon Wireless shares worth up to $10 billion (£4.8 billion) to Verizon Communications. Vodafone has until August 9 to exercise the option.
Sir John said: “We will make our decision nearer to the deadline and do what we believe is in the best interests of our shareholders.”
ECS, which had used a loophole in the law to enable it to table its four resolutions at the meeting, despite holding less than 0.5 per cent of Vodafone’s shares, conceded that it was disappointed with the results. However, it maintained that it had succeed in putting Vodafone “on notice”.
John Mayo, the former chief executive-designate of Marconi and a backer of ECS, said: “Obviously we would have liked a higher proportion of the votes, but the group has achieved what it set out to do in catalysing the debate and in ensuring that everyone recognises the Verizon Wireless stake is a very important asset that is pretty much invisible in Vodafone.”
Glenn Cooper, another member of ECS, said he would be “surprised” if Vodafone did not take action on Verizon within the next few months.
The group also gave warning that other “complacent” large FTSE 100 companies would be targeted next.
However, at the annual meeting in London yesterday, several smaller shareholders cited Mr Mayo’s role in the downfall of Marconi as a reason for supporting the Vodafone board against the rebels.
One said: “Mr Mayo makes a double-glazing salesman look saintly.”
Another small shareholder said that Mr Mayo’s actions in “wasting the time and money of management on his proposals” were “deplorable”.
In an impassioned defence against the ECS proposals, Sir John insisted that both the group’s Verizon Wireless stake and Vodafone’s level of borrowing — another issue raised by ECS — were matters considered “regularly and thoroughly” by the board.
The suggestion by ECS for Vodafone to take on an additional £34 billion of debt would, he said, take Vodafone’s total debt levels to an “extraordinary” level and make the group a sub-investment grade borrower.
He also denied that the relationship between Verizon Communications and Vodafone had turned sour. “It is a perfectly good relationship,” he said.
— A leading lobby group is calling for investors in Carphone Warehouse, Europe’s largest mobile retailer, to oppose its remuneration policy. Pirc said that performance targets attached to Carphone’s long-term incentive scheme awards were not challenging. Carphone, which will hold its annual general meeting on Thursday, is the latest in a stream of companies to have been rapped by investor groups over allegedly excessive pay and perks schemes this year.
Vote of confidence
93%
of votes went against proposal to demerge Verizon Wireless stake
45%
Vodafone’s stake in Verizon Wireless
25%
voted against Michael Boskin’s re-election to the board
98%
in favour of Arun Sarin’s re-election to the board
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