| Wed 11 Jan 2006, 16:00 | | Not for release |
|
VNF
VNF
Not for release, publication or distribution in or into the United States,
Australia, Canada or Japan.
VenFin Limited / Vodafone - Competition Tribunal Approves Vodafone" Acquisition
Of Venfin And Results Of The General Meeting Of Venfin Shareholders
Vodafone Holdings (SA) (Pty) Limited VenFin Limited
(Incorporated in the Republic of (Incorporated in the
South Africa) Republic of South Africa)
(Registration number: 1993/005373/07) (Registration number:
("Vodafone") 1948/031037/06)
(Share code: VNF)
(ISIN: ZAE000026498)
("VenFin")
COMPETITION TRIBUNAL APPROVES VODAFONE" ACQUISITION OF VENFIN AND RESULTS OF THE
GENERAL MEETING OF VENFIN SHAREHOLDERS
Further to the firm intention announcement dated 1 December 2005 and the offer
document posted to VenFin shareholders on 5 December 2005, the Competition
Tribunal of South Africa has unconditionally approved the acquisition of VenFin
by Vodafone (the "Offer"), as well as the sale of all the assets of VenFin save
for VenFin"s indirect interest in Vodacom Group (Proprietary) Limited to Newco
("the Disposal").
Shareholders of VenFin are also referred to the same announcement wherein
shareholders were advised, inter alia, that VenFin will, subject to certain
conditions precedent, implement the Disposal. At the VenFin general meeting held
today, the requisite majority of shareholders approved the resolution regarding
the Disposal as well as the special resolution regarding the specific
repurchase. The Disposal is still subject to the condition precedent that the
Offer becomes unconditional.
The only condition precedent to the Offer still outstanding is that offerees
holding not less than 90% of the Offer shares accept the Offer, although this
condition precedent may be waived or the minimum acceptance percentage amended
downwards at the sole and absolute discretion of Vodafone.
VenFin shareholders are reminded that 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 (currently 27 January 2006).
If you have any questions regarding the Offer, please contact the VenFin
shareholder information line on 086 1100 926 (or + 27 11 373 0048 if calling
from outside South Africa).
The Netherlands / Stellenbosch
11 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
Lead sponsor to VenFin in relation to
the Disposal: PricewaterhouseCoopers
Corporate Finance
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.
Date: 11/01/2006 04:00:16 PM Produced by the JSE SENS Department
