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Venfin Limited - Detailed Cautionary Announcement
VenFin Limited
(Incorporated in the Republic of South Africa)
(Registration number 1948/031037/06)
Share code VNF ISIN ZAE000026498
("VenFin")
DETAILED CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of VenFin are referred to the cautionary announcements published on
SENS on 6 September 2005 and 18 October 2005. Shareholders are advised that
Rembrandt Trust (Proprietary) Limited ("RTL") has informed the board of VenFin
that Vodafone Group Plc ("Vodafone") has submitted a proposal ("the proposal")
to the board of RTL, the controlling shareholder of VenFin, regarding the
proposed acquisition of the entire issued B ordinary share capital of VenFin for
a consideration of R47.25 per B ordinary share ("the Rembrandt Trust sale"),
subject to definitive agreements being entered into between the parties. RTL has
in principle accepted the proposal in respect of the Rembrandt Trust sale,
subject to the entering into of definitive sale agreements.
The proposal envisages that the Rembrandt Trust sale will be subject, inter
alia, to regulatory approvals and to a general offer ("the offer") being made by
Vodafone to shareholders of VenFin holding ordinary shares in VenFin ("VenFin
shares").
2. THE OFFER
2.1 Terms
In terms of the proposal, Vodafone will offer to acquire all of the VenFin
shares at a price of R47.25 per VenFin share. Following the offer becoming
unconditional, VenFin will sell all of its assets and liabilities, excluding its
investment in Vodacom Group (Proprietary) Limited, to a newly incorporated
unlisted public company ("Newco") for R5 billion.
2.2 The consideration
The offer consideration will be a cash payment of R47.25 per VenFin share. The
consideration will be payable following the date on which the last of the
suspensive conditions to the offer referred to in 3 has been fulfilled or waived
(to the extent permissible in law).
The consideration represents a 41% premium to the 30-day volume weighted average
price per VenFin ordinary share prior to today and a 47% premium to the 30-day
volume weighted average price prior to the publication of the first cautionary
announcement on 6 September 2005.
2.3 Newco
Newco will be incorporated with the same share capital structure as VenFin
(being 35 506 352 B ordinary shares with a par value of 10 cents each and 447
993 648 ordinary shares with a par value of 1 cent each) and all VenFin
shareholders that accept the offer will receive a pro-rata right from Newco to
use some of the proceeds received under the offer to subscribe for shares in
Newco on the basis of 1 ordinary or B ordinary share in Newco for each VenFin
share or Venfin B share sold in the offer.
It is expected that the Rembrandt Trust will underwrite Newco"s equity
obligations to VenFin, subject to certain conditions. Rand Merchant Bank (A
division of FirstRand Bank Limited) has been appointed as the arranger of the
debt component of the Newco capital structure, if required.
2.4 Undertakings
VenFin has received written irrevocable undertakings from VenFin shareholders
holding more than 55% of the VenFin shares to accept the offer, if the offer is
made.
3. SUSPENSIVE CONDITIONS
The offer, if made, will be conditional on, inter alia:
- the approval of the competition authorities and other regulatory authorities,
to the extent required;
- Vodafone providing the Securities Regulation Panel with an appropriate cash
confirmation; and
- VenFin shareholders holding at least a predetermined minimum percentage of the
VenFin shares accepting the offer, which condition may be waived at the election
of Vodafone.
4. DETAILED TERMS ANNOUNCEMENT
VenFin shareholders are advised that a full terms announcement will be made in
due course. VenFin shareholders are therefore advised to continue to exercise
caution when dealing in their VenFin shares.
Stellenbosch
3 November 2005
Merchant bank and sponsor to VenFin
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal advisers to VenFin
Hofmeyr Herbstein & Gihwala Inc
Date: 03/11/2005 08:59:03 AM Produced by the JSE SENS Department
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