Business Context and Reporting Period
This Form 6-K filing by Vodafone Group Public Limited Company, dated February 18, 2026, reports a material corporate transaction. Vodafone has agreed to sell its 50% stake in VodafoneZiggo Group Holding B.V. to Liberty Global plc. The transaction is expected to complete in the second half of 2026, subject to regulatory approvals.
Key Financial Metrics and Transaction Terms
- Cash Consideration: €1.0 billion in cash.
- Equity Consideration: A 10% stake in the newly formed Ziggo Group (which will own 100% of VodafoneZiggo and Telenet).
- Valuation Multiples (VodafoneZiggo):
- 7.1x EV / CY2025 Adjusted EBITDA.
- 14.2x EV / CY2025 Adjusted OpFCF.
- VodafoneZiggo Financials (12 months ending Dec 31, 2025):
- Adjusted EBITDA: €1.75 billion.
- Adjusted Operating Free Cash Flow (OpFCF): €0.88 billion.
- Capital Expenditures (Capex): €0.87 billion.
- Enterprise Value (EV): €12.43 billion.
- Net Debt: €10.43 billion.
- Future Service Revenue: Vodafone will provide brand licensing and other services to VodafoneZiggo for €625 million over the next 10 years.
Material Changes and Strategic Outlook
The primary material change is the divestiture of Vodafone's 50% interest in its Dutch joint venture. Liberty Global intends to spin off its 90% stake in the new Ziggo Group to shareholders and list 100% of the entity on Euronext Amsterdam in 2027. Vodafone retains an option to sell its 10% stake in Ziggo Group to a third party if the spin-off does not occur within 18 months of completion.
Management commentary highlights the transaction as delivering immediate liquidity (€1 billion cash) and potential for further value creation through the retained equity stake in a larger, scaled business.
Risks and Contingencies
- Regulatory Approval: The transaction is contingent upon customary regulatory clearances.
- Completion Timing: Completion is targeted for the second half of 2026 but is not guaranteed.
- Spin-off Uncertainty: The realization of value from the 10% Ziggo Group stake depends on the successful listing or spin-off by Liberty Global within the specified timeframe.
Investor Verification Checklist
- Confirm the final closing date and receipt of all regulatory approvals.
- Verify the accounting treatment of the €1.0 billion cash proceeds and the 10% equity stake in the next quarterly report.
- Monitor the progress of the planned 2027 listing of Ziggo Group on Euronext Amsterdam.
- Review the specific terms of the 10-year service agreement regarding the €625 million revenue stream.
- Assess the impact of the divestiture on Vodafone's consolidated debt levels and liquidity position.