Vodafone: No UK tax to pay on £84bn sale

Phones on the Verizon network

Vodafone's sale of its 45% stake in Verizon Wireless to the US telecoms group Verizon Communications for a staggering $130bn (£84bn) looks set to be announced on Monday.

I understand that the board of Vodafone has today approved the massive disposal. The final hurdle, thought to be a formality, is approval from the board of Verizon, which is expected on Monday.

It is not quite the biggest corporate deal in history. Vodafone's own takeover of Mannesmann of Germany in 2000 was larger. But it is the biggest takeover of recent years.

Verizon Communications will hand over half of the purchase price (or consideration) in cash and half in shares. So for a period (although probably not very long), Vodafone will end up with a 30% shareholding in Verizon Communications.

There does not appear to be any constraint on when Vodafone can sell its Verizon Communications shares. The shares are being issued to the British company in lieu of cash, so that Verizon Communications does not have to increase its own indebtedness by more than $65bn to finance the acquisition.

Complicated origins

Vodafone's ownership of 45% of a highly successful US mobile phone company dates back to its purchase in 1999 of a business called AirTouch for $61bn and the subsequent merger of AirTouch's US assets with the cellular operations of Bell Atlantic, to create Verizon Wireless.

Because of this rather complicated origin, which involved a shuffling of assets in and out of Verizon Wireless, it is not altogether straightforward to calculate the effective price paid by Vodafone to acquire the stake now being sold.

That said, the profit for Vodafone looks to be many tens of billions of dollars.

Which of course begs the question how much capital gains tax Vodafone will pay to the British taxman, Her Majesty's Revenue and Customs.

I have learned that the British taxman will not get a penny, which may prove to be controversial.

The reason is that what is being sold by Vodafone is a stake in a US group whose holding company is in the Netherlands. And as a result of that corporate structure, the deal itself will not generate any tax payments either in the Netherlands or US.

That said, for reasons I don't fully understand, a $5bn tax payment, to the US tax authorities, will be necessary. That $5bn tax bill seems to be a deferred liability from the way Airtouch was reorganised when its US operations were put into Verizon Wireless back in 2000.

Anyway, a $5bn tax bill on sale proceeds of $130bn looks a long way from being prohibitive.

Egg on faces

So what will Vodafone do with all that new money?

I am told Vodafone will signal that more than half will go to shareholders.

And given that 41% of Vodafone's shares are held in the UK, that means British investors will receive at least £17bn, and probably rather more.

Which is why some have drawn the analogy between this deal and the Bank of England's quantitative-easing programme of creating money.

Although this disposal has been encouraged by investors, one or two big investment institutions have egg on their face over it.

Back in 2006, Standard Life called on Vodafone to sell its Verizon Wireless stake and voted against the re-election to the board of the then chief executive Arun Sarin, who did not want to sell.

Had Vodafone done what Standard Life wanted, it would have raised around £25bn, rather than the £84bn it is getting now.

The current Vodafone chief executive, Vittorio Colao, has been engaged in selling assets around the world where the company does not have full control. In 2011, he raised £7bn by selling a 44% stake in the French mobile company, SFR.

Update 07:10

Will there be a furore over the absence of any UK tax payments by Vodafone on the £84bn proceeds from the sale of its 45% stake in Verizon Wireless?

Well my understanding is that Vodafone does not believe any tax would have been payable, even if the assets had been held in the UK, and not via a Dutch holding company.

That is because the last Labour government's 2002 Finance Act introduced an exemption from tax on capital gains from "substantial shareholdings" held by companies.

So, in Vodafone's view, if MPs on the Public Accounts Committee wants to blame someone for the absence of revenues for the Exchequer from the eye-wateringly huge deal, they should direct their criticism at Gordon Brown, chancellor at the time.

Update 09:05

I am hearing that Vodafone will undertake to distribute to shareholders 70% of the £84bn it is receiving from Verizon Communications.

That would mean an astonishing £60bn going to investors.

In the UK, these include 500,000 private shareholders, who own up to £10,000 of shares each.

Update 15:56

As I've mentioned, half the $130bn Vodafone is receiving for its Verizon Wireless stake will be paid in shares of Verizon Communications (the company which is buying Vodafone's Verizon Wireless shares - stay with me).

And (a new fact) all these Verizon Communications shares will be distributed to Vodafone's shareholders.

So giant Verizon Communications of the US will suddenly find itself with loads of new shareholders, including at least half a million British retail investors.

Vodafone's British shareholders will also receive cash.

Anyway, Vodafone's shareholders will have to decide whether they want to be in Verizon Communications for the long term or whether they want to flog their new US shares.

Robert Peston Article written by Robert Peston Robert Peston Economics editor

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  • rate this

    Comment number 526.

    I would add that Fascism was ALWAYS accompanied by a corporatised blend of public and private partnerships led by an insular group riding a revolving door between industry control and government. Profit motive is permitted in as far as it supports the "nation" (the cartel formed of aristocrats). Military control or financial control can achieve the same effect.

  • rate this

    Comment number 525.

    511. Sally the contrarian

    ' If you decry Greed, have you ever asked to be paid less? '

    Are you still preaching this garbage ? Not talking about greed but people receiving a living wage from corporations who make huge profits and sit on piles of cash. That's not greedy. What planet are you on ?

  • rate this

    Comment number 524.

    Look at what that early fascism was responding to. Communism. It was expressly classist, anti union and heavily protectionist (ie cronyist). It also championed the principle that the strong deserve to destroy the weak and benefit from doing so... Nature red in tooth and claw, social darwinism. Nationalism could be viewed as a story told to fools to secure their support of a new elite.

  • rate this

    Comment number 523.

    Wasn't the mandate is essential... In that both countries were economically ruined, and the mob was seduced by a leader who played on their fears - showing them a supposed 'way out' of their sorry lot?

  • rate this

    Comment number 522.

    Hitler was an elected populist. Mussolini however succeeded in a comparitively bloodless coup. The mandate is largely irrelevent.

    The core feature in fascism is not collectivism.

  • rate this

    Comment number 521.

    Vodafone is correct - If the shares were held in the UK proceeds would still not be subject to CGT due to the substantial shareholder exemption. Company directors have a duty to act in the best interests of shareholders and this includes maximising profits through tax planning. To condemn multinationals for acting within the law is fruitless rhetoric. Real change can only come from government.

  • rate this

    Comment number 520.

    Didn't, monarchs rule the state - considering themselves above it and in possession of it. They claimed divine right to rule, not the mandate of the state?

  • rate this

    Comment number 519.

    No what you describe is monarchy, "I am the state" is what a king would say.

    The fact that bits of nationalism have sometimes existed beside fascism doesnt make them the same thing.

  • rate this

    Comment number 518.

    £5 billion to the US, that would pay for the 2 aircraft carrier and their aircraft.

    When will our senior civil servants in the treasury earn their inflated pay & pensions

  • rate this

    Comment number 517.

    Can't say I blame Vodafone getting out of the US. It seems the US regulators have got it in for large foreign firms. It's a form of protectionism.

  • rate this

    Comment number 516.

    Fascism is not collectivist by the way, you are thinking of nationalism.
    You couldn't be more wrong. As Mussolini and his belief in a new Roman Empire. Ask Hitler when he spoke of an Aryan German people.
    Fascism harness the means of production to the will of a tyrant(s), who claim the mandate of the people. I am the state, I am the people's will, I shall lead them as a shepherd.

  • rate this

    Comment number 515.

    13 Hours ago
    And for those that bang on about big corpos providing jobs to the masses - yes they provide 1000s of extremely low paid call center and retail shop jobs, trained to rip you off and provide the most horrendous customer services on the planet.

    At least they provide some work? 1000's? And you are moaning that you pay a bit more on your I Phone bill?

    Shop around, perhaps?

  • rate this

    Comment number 514.

    you've been at pains to point out that vodafone is not a monolith but a group of self interested people. So to is government. Who are they? Rich, owning class, people.

    Fascism is not collectivist by the way, you are thinking of nationalism. Fascisms only collectivist aspect is the cartels approach to managing the balence of power that has emerged.

  • rate this

    Comment number 513.

    You are wrong.
    Government's growth is "natural", and it will likely seize society and end up Fascist or Communist, or any-other species of Socialism/Collectivism - unless we guard against it and protect our liberties. Hayek warned us in his prescient "Road to Serfdom".

  • rate this

    Comment number 512.

    If what we're suffering under is the socialist tyranny of the 51% then why is there a massive democratic deficit on everything from inflation and housing to war and immigration. What one explanation adequately explains the combination of left and right policies, the worst of both worlds?

  • rate this

    Comment number 511.

    Private business is going there, already: Virgin Galactic, SpaceX etc. Perhaps Apple will go there too.

    If you decry Greed, have you ever asked to be paid less? Why? What do you think is wrong with this? http://www.youtube.com/watch?v=RWsx1X8PV_A

  • rate this

    Comment number 510.

    That is Fascism and its what we're living in now. I contend that Fascism is a natural progression from capitalism. Take a closed system, impose capitalism and then let it run. What happens to the money and power? How is that then put to use? If government were really opposed to business you'd soon hear about it.

  • rate this

    Comment number 509.

    508. Sally the contrarian

    ' Imagine how far we'd go now - the planets? '

    Well Apple have half a trillion . . ? Where is their rocket ?

    Bransons given it a go with Burt Rutan, but then he makes his money by over charging rail passengers and contributing to the low standard of living and low disposable income.

    But hey ! At least he can see the Earth from Space a few times !

  • rate this

    Comment number 508.

    That's Fascism.

    Why hasn't anyone started a libertarian community...

    "Capitalism is badly flawed"
    Odd thing to say, when we don't have capitalism. Why not give it a try, it brought about the industrial revolution last time. Imagine how far we'd go now - the planets?

  • rate this

    Comment number 507.

    Sally should get more credit, shes worked half of it out. The thieving evil government she so despises is actually the enforcement, management and propaganda arm of the corporate cronies she idolises. Just a little more thought and she might qualify as enlightened.


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