| Fri 6 Jan 2006, 9:00 | | NOT FOR RELEASE |
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VNF
VNF
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
VenFin Limited - Extension of the closing date of the offer by Vodafone for
VenFin (the "Offer")
VenFin Limited Vodafone Holdings (SA) (Pty)
Limited
(Incorporated in the Republic (Incorporated in the
of South Africa) Republic of South Africa)
(Registration number: (Registration number:
1948/031037/06) 1993/005373/07)
(Share code: VNF) ("Vodafone")
(ISIN Code: ZAE000026498)
("VenFin")
Extension of the closing date of the offer by Vodafone for VenFin
(the "Offer")
Vodafone announces that the closing date of the Offer is hereby extended
to 12.00 p.m. (South African time) on Friday, 27 January 2006. Any changes
to this date and time, or the dates below, will be released on SENS and
published in the South African press.
The revised dates and times of the Offer are set out below:
Last day to trade in VenFin ordinary shares
on the JSE to be eligible to participate
in the Offer Friday, 20 January 2006
VenFin ordinary shares acquired on the
JSE on or after this date will not be
eligible to participate in the Offer Monday, 23 January 2006
Record date for participating in the Offer Friday, 27 January 2006
Closing date of the Offer at
12:00 (see notes 2 and 3 below) Friday, 27 January 2006
Results of Offer announcement
published on SENS Monday, 30 January 2006
Results of Offer announcement
published in the South African press Tuesday, 31 January 2006
Notes:
All times given are local times in South Africa.
Dematerialised shareholders wishing to accept the Offer are required to notify
their CSDP or broker, as the case may be, of their intention to accept the Offer
in the manner and time stipulated in the custody agreement entered into between
such dematerialised VenFin shareholders and their CSDP or broker.
Certificated shareholders wishing to accept the Offer are required to complete
the form of acceptance, surrender and transfer included in the circular in
accordance with the instructions therein to be received by no later than 12:00
on the closing date.
The Offer consideration due to:
- dematerialised Offer participants will be paid into their accounts with
their CSDP or broker at their risk and dealt with in terms of the custody
agreement entered into between the Offer participants and their CSDP or broker
within 5 business days of: (i) the date of the Offer becoming or being declared
unconditional and (ii) acceptance thereof, whichever is the later;
- certificated Offer participants will, unless prior arrangements have been
agreed to with Vodafone, be posted, by ordinary post, at the risk of the
certificated Offer participant concerned, within 5 business days of (i) the date
of the Offer becoming or being declared unconditional and; (ii) acceptance
thereof by the Offer participant, whichever is the later, provided the form of
acceptance, surrender and transfer included in the circular, together with the
relevant document(s) of title (in negotiable form) are received by the transfer
secretaries before 12:00 on the closing date.
No dematerialisation or rematerialisation of VenFin shares may take place during
the period commencing at the close of business on the last day for VenFin
shareholders to trade in VenFin shares on the JSE and the record date for
participating in the Offer.
Netherlands / Stellenbosch
6 January 2006
Financial advisers to Vodafone: UBS and Goldman Sachs
South African attorneys to Vodafone : Webber Wentzel Bowens
International attorneys to Vodafone : Linklaters
Transaction services adviser to
Vodafone: KPMG Services (Pty) Ltd
Merchant Bank and Sponsor to VenFin : Rand Merchant Bank,
a division of FirstRand Bank Limited
Attorneys to VenFin : Hofmeyr Herbstein & Gihwala Inc
Independent Adviser to VenFin : Standard Bank
Important information
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any other means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Australia, Canada or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, neither copies of this announcement nor
any related documentation are being or may be mailed or otherwise distributed or
sent in or into or from the United States, Australia, Canada or Japan.
5 January 2006
Date: 06/01/2006 09:00:06 AM Produced by the JSE SENS Department
