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VOD - Vodacom Group abridged pre-listing statement
Vodacom Group (Proprietary) Limited
(to be converted into a public company and named Vodacom Group Limited)
(Registration No. 1993/005461/07)
Share code: VOD & ISIN: ZAE000132577
("Vodacom Group" or the "company")
Vodacom Group abridged pre-listing statement
Abridged pre-listing statement relating to the listing of Vodacom Group on the
JSE Limited ("JSE"). Subject to the fulfilment of certain conditions precedent,
the JSE has agreed to the listing of the entire issued ordinary share capital
of Vodacom Group in the "Telecommunications" sector of the main board of the
JSE under the abbreviated name "Vodacom" with effect from the commencement of
business on Tuesday 5 May 2009.
This abridged pre-listing statement is not an invitation to the public to
subscribe for shares in Vodacom Group, but is issued in compliance with the
Listings Requirements of the JSE for the purpose of providing information to
the public with regard to Vodacom Group and Vodacom. This abridged pre-listing
statement contains extracts of the "Salient Information" of the full pre-listing
statement, which extracts are qualified and/or contextualised by, and should be
read with, the full pre-listing statement.
Terms used in this abridged pre-listing statement shall have the definitions
and interpretations ascribed to them in the section headed "Definitions and
Interpretations" of the full pre-listing statement. In this abridged
pre-listing statement and in the full pre-listing statement, Vodacom Group
refers to the company to be listed on the JSE and "Vodacom" or "the Group"
refers to the group of companies comprised of Vodacom Group, its subsidiaries,
associated companies, joint venture companies and special purpose entities.
1. INTRODUCTION
The listing of Vodacom Group forms part of the following series of
transactions, which are interconditional:
* the share sale transaction in terms of which Telkom SA Limited ("Telkom")
will dispose of 15% of the issued ordinary share capital in Vodacom Group to
Vodafone Holdings (S.A.) (Proprietary) Limited;
* immediately following the share sale transaction, but before the listing and
the unbundling, the capital restructure will be implemented. In the capital
restructure, Vodacom Group will be converted from a private company into a
public company named "Vodacom Group Limited";
* the listing will take place immediately prior to the unbundling, but after
the implementation of the share sale transaction and the capital restructure.
The JSE has agreed to the listing of Vodacom Group in the "Telecommunications"
sector of the main board of the JSE, under the abbreviated name Vodacom, with
effect from the commencement of business on 5 May 2009, assuming all conditions
precedent are met by no later than 2 April 2009;
* Telkom will distribute the Vodacom Group unbundled shares to its shareholders
by way of the unbundling; and
* Telkom will pay the special dividend to Telkom shareholders on the register
as at the record date for the special dividend.
The transactions are subject to certain conditions precedent. If any of the
conditions precedent fail, the transactions, including the listing, will not
proceed.
2. OVERVIEW OF VODACOM
Vodacom is a leading African communications group providing mobile
communications and related services to 37.8 million customers as at 31 December
2008. Its mobile network covers a total population of approximately 179 million
people across five countries: South Africa, Tanzania, the DRC, Lesotho and
Mozambique. Vodacom`s presence in Africa was strengthened with the acquisition
of Gateway on 30 December 2008, which has customers in 40 countries in Africa,
providing communications services to multi-national companies and
telecommunications network operators. In addition, Vodafone Group Plc
("Vodafone Group" or "Vodafone") has agreed to use Vodacom as its exclusive
investment vehicle in sub-Saharan Africa.
Vodacom provides a wide range of communications products and services,
including but not limited to: voice, messaging, broadband and data connectivity
and converged services. Vodacom SA is South Africa`s largest mobile
communications network operator by number of customers and revenue. Vodacom
also has the leading market position in Tanzania, the DRC and Lesotho and is
nearing the market share of the largest and state-owned operator in Mozambique.
Vodacom Business was launched in 2008 offering converged business network and
IT services such as access services, managed network services, converged
application services and managed hosting services. Following the acquisition of
Gateway, Vodacom is well placed to achieve its strategy to become a leading
total communications provider in sub-Saharan Africa.
For the year ended 31 March 2008, Vodacom reported revenue of R48.2 billion and
profit from operations of R12.5 billion. Vodacom is headquartered in Vodavalley,
Midrand, South Africa and employs approximately 6 695 people.
3. KEY STRENGTHS
Vodacom believes its key strengths include the following:
3.1 Attractive existing footprint with leading market positions
As at the date of this pre-listing statement, the Group has the leading market
position in all of its mobile operations, except in Mozambique, where it is
second to the state-owned incumbent. Vodacom is the leading provider of
broadband in South Africa and offers corporate customers converged
communications solutions as a result of the investments made in Vodacom
Business.
The Group`s operations outside South Africa represent attractive growth markets
due to their relatively lower levels of mobile penetration and the less mature
stage of development of the ICT sector in these regions.
Vodacom has recently expanded its presence by the acquisition of Gateway, which
has operations across sub-Saharan Africa. The Group will utilise its leading
market positions as a mobile operator to drive its transformation into a total
communications provider.
3.2 Investment in technology with high quality networks and superior coverage
Vodacom is a leader in the deployment of new technologies in the markets in
which it operates and its service offering is underpinned by existing high
quality networks. Vodacom SA`s GSM network infrastructure covers an estimated
98% of the population and 72% of the territory with 7 397 base transceiver
stations, with full GPRS functionality. Vodacom SA commenced its UMTS/3G
deployment in 2004 and has the most extensive coverage in South Africa, with 2
665 base transceiver stations. Vodacom SA has recently invested in transmission
infrastructure, with the deployment of microwave links and four completed and
seven in-progress core fibre rings in six major regions in South Africa.
In Vodacom`s other countries of operation, network coverage primarily focused
on major cities and towns. However, Vodacom is still expanding coverage which
is driving increased penetration.
3.3 A leading, recognisable brand
In South Africa, Vodacom is recognised as the number one telecommunications
brand and the fourth most popular brand overall. It is also a leading brand in
Lesotho, Tanzania, Mozambique and the DRC and has been awarded the Superbrand
status for East African Companies in August 2008. Vodacom is a major sponsor of
sport, tournaments and events. The Group will continue to use sponsorship as a
vehicle to associate the passion of sport with its brand and to promote its
corporate social responsibility initiatives.
3.4 Extensive distribution channels
Vodacom is supported by extensive distribution channels for airtime and mobile
phones, including wholesale channels, direct sales forces, independent dealers,
franchises, national chains, informal distribution channels and "Vodacom
Direct", an on-line channel and a direct fulfilment call centre. For example,
in South Africa, Vodacom has over 25 000 points of sale.
3.5 Benefits arising from being part of the Vodafone Group
Vodacom benefits from being part of the Vodafone Group. The Vodafone Group
provides Vodacom with access to Vodafone`s expertise, product innovation,
marketing and centralised purchasing of telecommunications equipment.
Vodacom is able to benchmark itself with other operating companies in the
Vodafone Group, and share best practices. Furthermore, Vodacom is able to
market Vodafone branded products and services, such as Vodafone 3G, Vodafone
Mobile Connect Cards, Vodafone live!, live TV channels and BlackBerryTM Storm
and it has access to roaming offers such as Vodafone World and Vodafone
Passport, which are innovative roaming offers giving customers preferential
rates when roaming on Vodafone or its partner networks worldwide. After Vodacom
becomes a subsidiary of Vodafone, it will continue to evaluate areas where it
would benefit from increasing or extending its co-operation with Vodafone, in
order to create value for Vodacom`s shareholders.
3.6 Experienced management team and employee base
Vodacom has an experienced management team with an established track record in
the telecommunications industry, including a number of senior executives and a
CEO who have been with Vodacom since its inception. Management has extensive
knowledge of local market dynamics and long-standing relationships with key
industry participants in the markets. The Group`s investment in people enables
it to attract and retain some of the most experienced and talented individuals
in the industry.
4. STRATEGY
Vodacom aims to be a leading total communications provider in sub-Saharan
Africa. Its goal is to maintain its market position within its existing markets
and to expand profitably into new products, services and geographies. The
principal elements of Vodacom`s strategy are:
4.1 Continue to grow core mobile business
As the Group continues to grow in South Africa, and the rest of sub-Saharan
Africa, it is focused on maintaining and strengthening its market positions.
Vodacom aims to continue growing by expanding its customer base and launching
innovative products and services to grow ARPU. In addition, Vodacom will
continue to offer its customers quality customer care in order to maximise
customer retention.
Vodacom will continue to invest in technology to support growth but also to
ensure the Group manages its cost base through exploiting greater efficiencies
and economies of scale.
4.2 Leadership in broadband and connectivity services
The telecommunications market in sub-Saharan Africa is characterised by low
fixed-line teledensity and limited broadband access over fixed infrastructure.
Additionally a shortage of uplink capacity and international connectivity,
combined with unfavourable pricing, has limited the development of broadband
services. MNOs, with their extensive network coverage, large existing customer
bases and cost effective assets and usage packages are in a position to
significantly increase broadband penetration.
Vodacom SA is the largest provider of broadband services in South Africa,
offering a wide array of fast, high quality mobile broadband services based on
3G, 3G/HSDPA, 3G/HSUPA, GPRS, EDGE, Wi-Fi and WiMAX. The Group will continue to
drive its market leading position in broadband in South Africa and will expand
its service offering into the rest of sub-Saharan Africa. Vodacom has built
3G/HSDPA networks in Tanzania and Lesotho, as well as WiMAX networks in South
Africa, Tanzania, the DRC and Lesotho. In addition, through Gateway, Vodacom is
optimally positioned to sell wholesale broadband and VSAT-based internet
services across the region.
Vodacom intends to continue to focus on offering premium interactive voice
response services, premium SMS services, multimedia services, internet services,
e-mail services and fixed-to-mobile access products.
4.3 Develop new converged ICT solutions
Vodacom aims to become sub-Saharan Africa`s leading provider of business
enterprise solutions. Vodacom Business has launched products, is gaining
customer contracts and is co-operating with Gateway to expand its services
outside South Africa.
Vodacom believes that its brand position, effective distribution network and
significant customer base place it in a strong position to launch products and
services in the new media, entertainment, advertising and financial services to
complement core voice and data revenue.
4.4 Expand in sub-Saharan Africa
The sub-Saharan African population of approximately 750 million people is a
market offering significant growth prospects as fixed and mobile penetration
remains low compared to more developed markets.
Vodacom`s customer base outside of South Africa increased significantly over the
past year to approximately 11.3 million as at 31 December 2008. The recent
acquisition of Gateway provides Vodacom with an established platform into Africa
on which to benefit from the further growth in demand for carrier connectivity
and high quality corporate telecommunications services.
Vodacom regularly reviews its existing portfolio of investments to assess
whether it is appropriately positioned to maximise shareholder value. This may
lead to increases and decreases in Vodacom`s levels of ownership of its
investments. Vodacom will also continue to selectively evaluate further licence
and acquisition opportunities within sub-Saharan Africa. Vodafone has agreed to
use Vodacom as its exclusive investment vehicle in sub-Saharan Africa.
5. SUMMARY FINANCIAL INFORMATION
5.1. Summarised income statement
Set out below is an extract of the consolidated income statement of Vodacom for
the financial years ended 31 March 2006, 2007 and 2008 and the six months ended
30 September 2007 and 2008:
Year ended
31 March
(Rm) 2006 2007 2008
Revenue 34 043 41 146 48 178
South Africa 31 069 37 007 42 784
Non-South Africa operations 2 974 4 139 5 394
EBITDA 11 809 14 227 16 463
South Africa 11 053 12 963 14 790
Non-South Africa operations 776 1 215 1 617
Holding companies (20) 49 56
Profit from operations 8 866 10 860 12 491
Profit before taxation 8 227 10 396 12 067
Net profit 5 143 6 560 7 958
Minority interest 117 218 146
EPS (cents) * 338 426 525
HEPS (cents) ** 331 426 528
6 months ended
30 September
(Rm) 2007 2008
Revenue 22 815 26 016
South Africa 20 299 22 176
Non-South Africa operations 2 516 3 300
EBITDA 7 600 8 654
South Africa 6 904 7 749
Non-South Africa operations 719 890
Holding companies (23) 15
Profit from operations 5 714 6 430
Profit before taxation 5 269 5 771
Net profit 3 658 3 776
Minority interest 61 83
EPS (cents) * 242 248
HEPS (cents) ** 241 250
* earnings per share
** headline earnings per share
Note: For the purposes of calculating the earnings per share and headline
earnings per share, it has been assumed that the weighted average number of
shares in issue was 1 487 954 000 (being the number of Vodacom Group shares
that will be in issue on the date of listing).
5.2. Summarised balance sheet
Set out below is a summary of the consolidated balance sheet of Vodacom as at
31 March 2006, 2007 and 2008 and 30 September 2008:
As at 31 March
(Rm) 2006 2007 2008
ASSETS
Non-current assets 16 079 20 844 24 468
Current assets 8 689 7 626 9 707
Deferred cost 452 575 706
Financial assets 149 208 445
Inventory 455 364 637
Trade and other receivables 4 474 5 675 6 801
Lease assets 13 33 140
Taxation receivable - - -
Cash and cash equivalents 3 146 771 978
Total assets 24 768 28 470 34 175
EQUITY AND LIABILITIES
Total equity 8 672 9 647 11 805
Non-current liabilities 2 237 3 812 4 788
Interest bearing debt 819 2 051 3 026
Other liabilities 1 418 1 761 1 762
Current liabilities 13 859 15 011 17 582
Interest bearing debt 3 031 1 380 3 100
Other liabilities 10 828 13 631 14 482
Total equity and liabilities 24 768 28 470 34 175
Net asset value per share (cents) 583 648 793
Net tangible asset value per share (cents) 451 467 510
As at
30 September
(Rm) 2008
ASSETS
Non-current assets 25 859
Current assets 10 360
Deferred cost 736
Financial assets 173
Inventory 878
Trade and other receivables 7 424
Lease assets 144
Taxation receivable 183
Cash and cash equivalents 822
Total assets 36 219
EQUITY AND LIABILITIES
Total equity 12 700
Non-current liabilities 3 266
Interest bearing debt 1 529
Other liabilities 1 737
Current liabilities 20 253
Interest bearing debt 5 349
Other liabilities 14 904
Total equity and liabilities 36 219
Net asset value per
share (cents) 854
Net tangible asset value
per share (cents) 563
Note: For the purposes of calculating the net asset value per share and net
tangible asset value per share, it has been assumed that the weighted average
number of shares in issue was 1 487 954 000 (being the number of Vodacom Group
shares that will be in issue on the date of listing).
5.3. Summarised cashflow statement
Set out below is an extract of the consolidated cashflow statement of Vodacom
for the financial years ended 31 March 2006, 2007 and 2008 and the six months
ended 30 September 2007 and 2008:
Year ended
31 March
(Rm) 2006 2007 2008
Cash generated from operations 11 090 13 866 16 334
Net cashflows from operating activities 4 501 4 858 5 125
Net cashflows (utilised) in investing
activities (4 791) (6 584) (7 502)
Net cashflow from/(utilised) in financing
activities (107) (200) 3 234
Net increase/(decrease) in cash and
cash equivalents (397) (1 926) 857
Cash and cash equivalents /
(Bank Borrowings)
at the end of the year / period 1 760 (108) 837
6 months ended
30 September
(Rm) 2007 2008
Cash generated from operations 6 879 7 952
Net cashflows from operating activities 1 069 2 056
Net cashflows (utilised) in investing activities (4 641) (3 887)
Net cashflow from/(utilised) in financing activities 4 458 1 596
Net increase/(decrease) in cash and cash equivalents 886 (235)
Cash and cash equivalents / (Bank Borrowings)
at the end of the year / period 763 613
6. CAPITAL STRUCTURE, DIVIDENDS AND DIVIDEND POLICY
Vodacom Group`s capital structure will not change as a result of the listing.
Vodacom`s management believes that Vodacom Group is well-capitalised and is
conservatively geared with net debt/EBITDA of 0.5x based on net debt as at 30
September 2008 and annualised EBITDA for the period ended 30 September 2008.
Vodacom has a strong track record of cash flow generation and its business
model has, to date, provided for stable and predictable cash flows.
Vodacom Group has historically, as a private company, paid a dividend equal to
approximately all of its free cashflow on a semi-annual basis. For the
financial year ended 31 March 2008, Vodacom Group declared a dividend of R5.9
billion. Vodacom Group declared and paid an interim dividend for the 2009
financial year of R3.0 billion. For the financial year ending 31 March 2009
Vodacom Group has declared a final dividend of R2.2 billion payable in April
2009, to Vodafone and Telkom, prior to the listing.
Following its listing, Vodacom Group is expected to amend its dividend policy,
which is usual for a company moving from a private to public listed company
status. Vodacom Group intends to adopt a dividend policy that is appropriate
for similarly placed JSE listed companies and reflects the growth, long-term
earnings and cashflows of Vodacom Group.
Vodacom Group intends to pay so much of its after tax profits as will be
available after retaining such sums and repaying such debts owing to third
parties as shall be necessary to meet the requirements reflected in the budget
and business plan, taking into account monies required for expansion and other
growth opportunities. However, there is no assurance that a dividend will be
paid in respect of any financial period and any future dividends will be
dependent upon the operating results, financial condition, investment strategy,
capital requirements and other factors.
For the financial year ending 31 March 2010, Vodacom Group anticipates a
dividend payout ratio of approximately 40% of headline earnings. The first
dividend to be declared is expected to be the interim dividend for the 2010
financial year.
7. OUTLOOK
Vodacom expects revenue growth for the year ending 31 March 2009 to be slightly
lower than the revenue growth reported for the nine month period ended
31 December 2008. Revenue growth has been driven by continued growth
in customers in all Vodacom`s countries of operation and strong growth
in data services. Group revenue is expected to include revenue from
Gateway from the date of acquisition on 30 December 2008.
Vodacom expects the EBITDA margin for the year ending 31 March 2009 to be
slightly lower than the margin for the year ended 31 March 2008.
The EBITDA margin has been negatively impacted by non-recurring
Vodacom BEE operational expenses estimated at R97 million and the lower
profitability in Vodacom DRC. The Vodacom BEE transaction was concluded
in October 2008, which resulted in a non-tax deductible charge of
R1.5 billion made in accordance with IFRS 2: Share-based Payment: Vesting
Conditions and Cancellations expense, which will not be included in
EBITDA, but will negatively impact the Group`s operating profit.
Vodacom`s net debt has increased substantially as a result of increased capital
expenditure and the Gateway acquisition, resulting in an increase in the
interest expense in the second half of the financial year compared to the six
months ended 30 September 2008. Included in net finance charges is an amount of
approximately R408 million relating to foreign exchange contract losses with
respect to the acquisition of Gateway. Capital expenditure committed for the
year ending 31 March 2009 is approximately R8.4 billion.
Vodacom DRC`s financial performance has been adversely affected by
deteriorating economic conditions in the DRC. Consequently, Vodacom`s
investment in Vodacom DRC may need to be impaired. However, Vodacom will only
be able to assess the magnitude of such impairment, if any, following its year
end results preparation.
Vodacom will continue investing to participate in the growth in the sub-Saharan
African communications markets, which remain among the fastest growing markets
in the world. However, the recent deterioration in the global macroeconomic
environment coupled with weaker consumer confidence and credit tightness, is
expected to impact growth in the year ahead. Vodacom is taking action to
contain overall costs and preserve its strong cash flow generation.
8. SHARE CAPITAL
The authorised ordinary share capital of Vodacom Group, as at the date of this
abridged pre-listing statement, is R1 000 divided into 100 000 ordinary shares
with a par value of R0.01 each and the issued ordinary share capital of Vodacom
Group is R100 divided into 10 000 issued ordinary shares with a par value of
R0.01 each. On the commencement of its listing, the authorised share capital of
Vodacom Group will be 4 000 000 000 ordinary shares with no par value and
Vodacom Group will have a stated capital of R100 divided into 1 487 954 000
issued ordinary shares with no par value. As at the date of listing, no
subsidiaries of Vodacom Group will hold any of the issued share capital of
Vodacom Group as treasury shares. All the issued ordinary shares in Vodacom
Group rank pari passu in all respects, there being no conversion or exchange
rights attaching thereto, and have equal rights to participate in capital,
dividend and profit distributions by Vodacom Group.
9. DIRECTORS
Details of the directors of Vodacom Group are set out below.
(i) Directors at the date of the abridged pre-listing statement
Name/Address Age Nationality Position
Oyama Andrew Mabandla
Langa Group Suite,
13th floor, Sandton
City Office Tower,
Sandton City 2196 45 South African Chairman
(non-executive director)*
Petrus (Pieter)
Johannes Uys
Vodacom Corporate
Park, 082 Vodacom
Boulevard, Vodavalley,
Midrand 1685 46 South African CEO of Vodacom
(executive director)**
Johan van der Watt
Vodacom Corporate
Park, 082 Vodacom
Boulevard, Vodavalley,
Midrand 1685 42 South African Acting CFO of Vodacom
(executive director) **
Mohamed Shameel
Aziz Joosub
Vodacom Commercial Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 37 South African Executive director**
Ekwow Spio-Garbrah (Dr)
Commonwealth Telecommunications
Organisation, 4th floor,
28 Hammersmith Grove,
London W678A,
United Kingdom 55 Ghanaian Non-executive director*
David Duncan Barber
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 56 South African Non-executive director*
Peter Gowar Joubert
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 75 South African Non-executive director*
Richard Charles Snow
Vodafone House, The
Connection, Newbury,
Berkshire,
RG14 2FN, United Kingdom 42 British Non-executive director**#
Morten Lundal
Vodafone House,
The Connection,
Newbury, Berkshire,
RG14 2FN, United Kingdom 44 Norwegian Non-executive director**#
Ronald Schellekens
Vodafone House, The
Connection, Newbury,
Berkshire, RG14 2FN,
United Kingdom 45 Dutch Non-executive director**#
James Carl Grinwis Maclaurin
Vodafone House, The
Connection, Newbury,
Berkshire, RG14 2FN,
United Kingdom 42 British Non-executive director**#
Phuti Malabie
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 38 South African Independent non-executive
director**
Thomas Andrew Boardman
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 59 South African Independent non-executive
director**
*will retire as a director of Vodacom Group with effect from the date of the
listing.
**will remain a director of Vodacom Group following the listing.
# Vodafone appointee.
(ii)Persons to be appointed as directors of Vodacom Group with effect from the
date of the listing
In addition to Petrus Johannes Uys, Johan van der Watt, Mohamed Shameel Aziz
Joosub, Richard Charles Snow, Morten Lundal, Ronald Schellekens, James Carl
Grinwis Maclaurin, Phuti Malabie and Thomas Andrew Boardman, who are directors
as at the date of this abridged pre-listing statement and shall remain as
directors of Vodacom Group following the listing, the following additional
persons have been appointed as directors of Vodacom Group with effect from the
date of the listing:
Name/Address Age Nationality Position
Mthandazo Peter Moyo
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 46 South African Chairman
(independent
non-executive director)
Thoko Martha Mokgosi-Mwantembe
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 47 South African Independent
non-executive director
Michael Joseph
Vodacom Corporate Park,
082 Vodacom Boulevard,
Vodavalley, Midrand 1685 63 American Independent
non-executive director
Each of the abovenamed prospective directors of Vodacom has consented in
writing to act as a director of Vodacom Group and has signed a letter of
appointment to that effect.
Vodafone has agreed with the South African Government ("SA Government") that
for so long as the SA Government holds not less than 10% of the issued Vodafone
Group shares, Vodafone shall vote in favour of the appointment to the board of
directors of Vodacom Group of one person nominated by the SA Government.
10. IMPORTANT DATES AND TIMES
2009
Last day for lodging of forms of proxy for
the general meeting by 10h00 Wednesday 25 March
General meeting of Telkom shareholders at 10h00 Thursday 26 March
Results of the general meeting of Telkom shareholders
released on the Securities Exchange News Service ("SENS") Thursday 26 March
Results of the general meeting of Telkom shareholders
published in the press Friday 27 March
Last day to trade in Telkom shares on the JSE in order
to be recorded in Telkom`s register on the record date
for the unbundling Monday 4 May
Telkom shares trade ex the entitlement to the Vodacom
Group unbundled shares from the commencement of business Tuesday 5 May
Listing of Vodacom Group on the JSE from the commencement of business
Tuesday 5 May
Record date to participate in the unbundling from
commencement of business Monday 11 May
Share certificates in respect of certificated Vodacom Group
shares will be posted, by registered post, at the risk of the
certificated shareholders concerned, to certificated
shareholders and dematerialised shareholders will have their
accounts at their CSDP or broker updated with such
Vodacom Group unbundled shares Tuesday 12 May
Holders of Telkom shares with an address in the US, holders of Telkom American
Depository Shares ("ADS") and ineligible foreign shareholders of Telkom (as
defined in the Telkom circular), will not receive any Vodacom Group unbundled
shares pursuant to the unbundling. The Vodacom Group unbundled shares otherwise
due to such US shareholders of Telkom, Telkom ADS holders and ineligible
foreign shareholders of Telkom will be disposed of for cash pursuant to
Regulation S under the Securities Act and the cash proceeds therefrom (net of
applicable fees, expenses, taxes and charges) will be distributed to such US
shareholders of Telkom, Telkom ADS holders and ineligible foreign shareholders
in proportion to their respective purported entitlements to Vodacom Group
unbundled shares. There can be no assurance as to what price such US
shareholders, Telkom ADS holder or ineligible foreign shareholders will receive
from the disposal of such Vodacom Group shares or the timing of such receipt.
Notes:
1. The above dates and times are indicative only and subject to change. Any
changes to the above dates and times will be released on SENS and published in
the press.
2. All times given in this abridged pre-listing statement are local times in
South Africa.
3. These dates will only apply if the share sale conditions precedent have been
fulfilled by Tuesday 2 April 2009, so that the Telkom finalisation announcement
can be released by 12:00 on Thursday 23 April (the finalisation date) to allow
five clear days before the last day to trade prior to the listing of Vodacom
Group on the JSE.
4. If the share sale conditions precedent have not been fulfilled by the
finalisation date, the revised dates and times will be released on SENS and
published in the press by Telkom
11. THE FULL PRE-LISTING STATEMENT
A Telkom circular, including the notice convening the general meeting, together
with the Vodacom full pre-listing statement, which documents contain full
details of the unbundling, will be posted to Telkom shareholders. Copies of the
full pre-listing statement may be obtained until 5 May 2009, at the following
addresses:
Vodacom: Vodacom Corporate Park, 082 Vodacom Boulevard, Vodavalley, Midrand
1685;
UBS South Africa (Proprietary) Limited: 64 Wierda Road East, Wierda Valley,
Sandton 2196;
JP Morgan Equities Limited: 1 Fricker Road, Illovo Boulevard, Illovo,
Johannesburg 2196; and Computershare Investor Services (Proprietary) Limited:
70 Marshall Street, Johannesburg 2001.
Johannesburg
3 March 2009
Joint Sponsors: UBS South Africa (Proprietary)
Limited and JP Morgan Equities Limited
South African Attorneys: Webber Wentzel
Attorneys Advising on US and UK law: Linklaters
Reporting Accountants and Auditors: Deloitte & Touche
Financial Communications Adviser: College Hill (Proprietary) Limited
This abridged pre-listing statement does not constitute an offer to sell or
issue shares, or the solicitation of an offer to purchase or to subscribe for
shares or other securities or a solicitation of any vote or approval in any
jurisdiction.
The release, publication or distribution of this abridged pre-listing statement
in certain jurisdictions may be restricted by law and therefore persons in any
such jurisdictions into which this abridged pre-listing statement is released,
published or distributed should inform themselves about and observe such
restrictions. These materials are not for distribution, directly or indirectly,
in or into the United States of America (including its territories and
possessions, any State of the United States of America and the District of
Columbia) ("the US"). Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. Any
Vodacom Group shares which may be distributed in the unbundling will not be,
and are not required to be, registered with the US Securities and Exchange
Commission (the "SEC") under the US Securities Act of 1933 (the "Securities
Act") or any US state securities laws. The Vodacom Group Shares may not be
offered or sold in the US absent registration under the Securities Act or an
exemption therefrom. Neither the SEC nor any US state securities commission has
approved or disapproved the Vodacom Group shares or commented upon the accuracy
or adequacy of this abridged pre-listing statement. Any representation to the
contrary is a criminal offence in the US. Holders of Telkom shares with an
address in the US, holders of Telkom American Depository Shares ("ADS") and
ineligible foreign shareholders of Telkom (as defined in the Telkom circular),
will not receive any Vodacom Group unbundled shares pursuant to the unbundling.
The Vodacom Group unbundled shares otherwise due to such US shareholders of
Telkom, Telkom ADS holders and ineligible foreign shareholders of Telkom will
be disposed of for cash pursuant to Regulation S under the Securities Act and
the cash proceeds therefrom (net of applicable fees, expenses, taxes and
charges) will be distributed to such US shareholders of Telkom, Telkom ADS
holders and ineligible foreign shareholders in proportion to their respective
purported entitlements to Vodacom Group unbundled shares. There can be no
assurance as to what price such US shareholders, Telkom ADS holder or
ineligible foreign shareholders will receive from the disposal of such Vodacom
Group shares or the timing of such receipt.
This abridged prelisting statement is intended for distribution in member
states of the European Economic Area only to persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC) ("Qualified Investors"). This abridged prelisting
statement must not be acted or relied upon in any member state of the European
Economic Area by persons who are not Qualified Investors. Any investment or
investment activity to which this communication relates is available in any
member state of the European Economic Area only to, and will be engaged in only
with, Qualified Investors. This document is intended for distribution in the
United Kingdom only to: (i) persons who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii)
persons falling within Article 49(2)(a) to (d) of the Order or to those persons
to whom it can otherwise lawfully be distributed (all such persons together
being referred to as "relevant persons"). This document must not be acted upon
by persons who are not relevant persons. Any investment or investment activity
to which this communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
This abridged prelisting statement contains statements about Vodacom that are
or may be forward looking statements. All statements, other than statements of
historical facts included in this announcement, may be forward looking
statements. Any statements preceded or followed by, or that include the words
"forecasts", "believes", "expects", "intends", "plans", "prediction", "will",
"may", "should", "could", "anticipates", "estimates", "seeks", "continues" or
similar expression or the negative thereof, are forward looking statements.
By their nature, forward-looking statements are inherently predictive,
speculative and, because they relate to events and depend on circumstances
that will occur in the future, involve known and unknown risks, uncertainties
and other facts or factors which may cause the actual results, performance or
achievements of the Group, or its industry, to be materially different from
any results, performance or achievements expressed or implied by such forward
looking statements. These forward looking statements are not guarantees of
future performance and are based on numerous assumptions regarding Vodacom
Group`s present and future business strategies and the environments in which
it will operate in the future. These statements are further qualified by the
risk factors set out in Part VI of the prelisting statement, which could
cause actual results to differ materially from those in the forward-looking
statements. All subsequent oral or written forward looking statements
attributable to the Group or any member thereof or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statements
above and below. Vodacom expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward looking statements
contained herein or to reflect any change in their expectations with regard
thereto or any change in events, conditions or circumstances on which any such
forward looking statement is based.
Date: 03/03/2009 17:30:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
