Wholesale reference offer

Vodafone UK and Three UK merger – WRO Commitment and Roll-Over Commitment

On 28 March 2025 the CMA approved the merger of the Vodafone Group and CK Hutchison’s UK telecoms businesses subject to agreed binding commitments (Case ME/7064/23).

These binding commitments are contained in the Final Undertakings published by the CMA on 28 March 2025.

This page contains information on our commitments related to Wholesale Access Terms for MVNOs. This includes both the Wholesale Reference Offer (WRO) Commitment and Roll-Over Commitment.

These obligations require us to, for a period of three years, make available to the market agreed pre-set prices and contract terms for wholesale mobile services subject to certain eligibility requirements and terms. Further detail is in the FAQs below.

The Final Undertakings can be accessed on the CMA’s website. Annex C of the Final Undertakings sets out all our obligations in relation to the Wholesale Access Terms.

WRO Commitment FAQs

  • The WRO Commitment requires us to offer Requesting Parties wholesale access to the VodafoneThree network on the basis of the WRO.

    A “Requesting Party” in this case is an MVNO seeking wholesale access under the WRO to offer retail mobile communications services to end customers as an MVNO in the UK.

  • If you are interested in taking up the WRO, please submit a written request to any one of the following email addresses: WRO@three.co.uk or WRO@vodafone.com

    If you have any questions or you wish to have a discussion about the process, please contact any of the email addresses above.

  • We will confirm receipt of your request.

    There are several other steps that must also be satisfied for you to have made an “Eligible Request” and then to be considered eligible for wholesale access under the WRO.

    In summary:

    • you must sign an NDA with us
    • you must agree to be bound by the dispute resolution process in the Wholesale Commitment (as defined in Annex C, paragraph 4.1 of the Final Undertakings)
    • you must submit a business plan stipulating your anticipated technical model, target segment, and forecasted mobile data traffic (we will provide you with a template for this)
    • you must pass our Know Your Customer and credit checks
    • we must be satisfied, acting reasonably, that you do not pose an unacceptable financial, legal and/or reputational risk

    These steps are set out in more detail in Annex C, paragraph 2.3 of the Final Undertakings.

    We will provide you with further information on these steps once we receive your written request.

  • The WRO terms contain terms under which wholesale mobile services will be made available to MVNOs under the WRO Commitment.

    A publicly available (redacted) version of the WRO terms is contained in Appendix C.1 of the Final Undertakings

    A confidential version of the WRO terms (containing the pricing information) will be provided to you once you have signed an NDA.

  • The WRO terms are not negotiable as they have been agreed with the CMA as part of its clearance of the merger between Vodafone UK and Three UK.

    If you submit an Eligible Request (in accordance with Annex C, paragraph 2.3 of the Final Undertakings) we will send you a draft MVNO Agreement which includes the WRO terms and the other terms upon which we will contract with you for the WRO Commitment.

Roll-over Commitment FAQs

  • The Roll-Over Commitment applies where an MVNO has a pre-existing wholesale access agreement with Vodafone UK or Three UK and offers the ability to that MVNO to extend their existing wholesale access agreement on certain terms and subject to certain conditions (which includes agreeing to be bound by the dispute resolution process defined in Annex C, paragraph 4.1 of the Final Undertakings).

    These are set out in Annex C, paragraphs 3.1 to 3.4 of the Final Undertakings.

  • If you have a pre-existing wholesale access agreement with Vodafone UK or Three UK and are interested in taking up the Roll-over option, please reach out via email to your usual business contacts.

    We will discuss next steps with you once we receive your email request.