| Fri 17 Apr 2009, 17:30 | | VOD - Vodacom Group revised listing date |
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JSE
VOD
VOD - Vodacom Group revised listing date
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 revised listing date
Further to the abridged pre-listing statement dated 3 March 2009, Vodacom
confirms that all the conditions precedent to the 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
(the "Sale Transaction") have now been fulfilled. Vodacom Group`s listing on the
JSE Limited on Tuesday 5 May 2009 was conditional on all conditions precedent to
the Sale Transaction being fulfilled by Tuesday 2 April 2009. Due to the delay
in the fulfilment of all the conditions precedent to the Sale Transaction,
Vodacom Group now expects to list on the JSE Limited on Monday 18 May 2009.
The revised dates and times of the listing and unbundling are set out below:
2009
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 Friday 15 May
Telkom shares trade ex the entitlement to the Vodacom
Group unbundled shares from the commencement of business Monday 18 May
Listing of Vodacom Group on the JSE under the ISIN ZAE000132577,
share code VOD and abbreviated name "Vodacom,"
from the commencement of business Monday 18 May
Record date to participate in the unbundling Friday 22 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 Monday 25 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
holders 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. Vodacom Group expects to release its results for the year ended 31 March 2009
on Tuesday 19 May 2009.
Johannesburg
17 April 2009
Joint Sponsors:
UBS South Africa (Proprietary) Limited
JP Morgan Equities Limited
South African Attorneys: Webber Wentzel
This announcement 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 announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement 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 announcement.
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 holders or
ineligible foreign shareholders will receive from the disposal of such Vodacom
Group shares or the timing of such receipt.
This announcement 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 announcement 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 announcement 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 announcement 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 Vodacom 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 Vodacom 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: 17/04/2009 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.
