1. anon(10753934)'s Avatar
    This is ridiculous and a year old maybe people using the service who don't know might want to know.
    Vodafone baggage part 1: Agreements, agreements, and agreements
    The booklet spells out the types of arrangements that Vodafone Australia has, and frankly, it is quite a contractual web that has been weaved. There are the brand arrangements mentioned above, but there are so many more.

    Apple: On April 1, VHA entered into a new deal with Apple to sell iPhones, which also covers "related matters such as advertising, marketing and licensing", and because it's Apple, Apple has to control every single thing about it. The agreement expires on 31 March 2022, or if Apple decided the wind blew in a different direction one day, it could cancel the deal with 60 days' notice.
    Samsung: Similar to Apple's arrangement, but Samsung's deal appears to be far less onerous, and the Korean giant cannot kill it on a whim.
    Nokia: Following the Huawei 5G ban imposed by the Australian government, VHA needed a new equipment vendor, and it went with Nokia at the end of 2019.

    At the time, the companies entered into separate agreements for radio equipment supply and transmission network supply, a whole-of-business agreement that gave Nokia exclusivity at the 2,800 mobile sites covered by the radio agreement for two years, and a similar exclusive arrangement on the transmission network for four years.

    The companies also have a managed services agreement, signed in 2015, which sees Nokia do the network design, planning, optimisation, management, and overall operation and support of Vodafone's network. This deal expired at the end of April. The companies are currently discussing a six-month extension while new terms for a larger agreement are being struck.

    The Huawei ban landed TPG with a AU$230 million accounting hit when it abandoned its mobile network rollout, which will be rewound as part of the merger.
    Tech Mahindra: The two companies have an IT managed services agreement for IT operations. This deal also expired on March 31, and a one-year extension is being discussed. The companies also have a call centre and related service management contract that runs until the end of 2021.
    Optus: Vodafone and Optus have a joint venture for shared access to mobile network sites, which has a three-year notice clause. Additionally, the companies have a domestic network roaming agreement that will see Vodafone extend its network from 96% population coverage to 97% by piggy-backing onto the Optus network in regional areas. The roaming deal runs until 3 June 2023. Vodafone said this deal only provides "minimal data capability to customers".
    Procurement: VHA has an inter-company agreement with Vodafone Procurement Company for telecommunication products and services.
    Back office: VHA uses the UK-based Vodafone Sales & Service Limited, as well as Vodafone Group itself, for "various products and services" which cover back-office services based out of India and Egypt, software development, and SIM technology.
    08-24-2021 08:45 PM
  2. anon(10753934)'s Avatar
    Once the dust settles for this deal, the current 50-50 owners of VHA -- which through a series of subsidiaries effectively resolves to Vodafone Group on one side and the Cayman Islands-based CK Hutchison Holdings on the other -- will have a 50.1% share; David Teoh and associates will have a 17.12% share, and the Washington H Soul Pattinson company will have 12.61% control. These parties have all entered an escrow agreement to not sell shares for two years.

    The remaining share will be held by TPG shareholders.

    According to the booklet, Vodafone Group and Hutchison Telecommunications Australia will have a "look-through economic interest of 25.05%" in the merged company.

    The reality isn't that simple though, with a new UK-incorporated joint venture company holding no more than 39% of the company, and Vodafone Oceania and Hutchison 3G Holdings having at least 5.55% each, but such are the games with subsidiaries.

    There are also a number of obligations that the new company will have to hold, thanks to TPG having a subsea cable going through Guam.

    The obligation to the Committee on Foreign Investment in the United States involves signing a national security agreement; and having a "security director" who is an independent director on the board with US citizenship only and holds an active US personnel security clearance. It also demands the company has a security officer who is responsible for compliance and reporting. Both the people in those roles need to be approved by foreign investment committee monitoring agencies.

    The new company must also disclose to the monitoring agencies if a foreign entity or individual is likely to get a 5% ownership stake, as well report within 24 hours to the monitoring agencies if there is any "unauthorised access to, or disruption or corruption of the cable system".

    Additionally, CK Hutchison Holdings is not to hold a greater than 25.05% share of the merged company in the future, nor have control of 20% of seats or votes of the board.
    08-24-2021 08:54 PM

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