| Fri 20 Jan 2006, 9:00 | | Not For Release |
|
VNF
VNF
Not For Release, Publication Or Distribution In Or Into The United
States, Australia,Canada Or Japan
VenFin /Vodafone - Extension of the closing date of the offer by
Vodafone for VenFin (the "Offer")
Vodafone Holdings (SA) (Pty) VenFin Limited
Limited
(Incorporated in the Republic (Incorporated in the Republic of
of South Africa) South Africa)
(Registration number: (Registration number:
1993/005373/07) 1948/031037/06)
("Vodafone") (Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Extension of the closing date of the offer by Vodafone for VenFin
(the "Offer")
1. Extension of Offer
Vodafone announces that the closing date of the Offer is hereby
extended to 12.00 p.m. (South African time) on Friday, 3 February
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 Friday, 27 January 2006
on the JSE to be eligible to participate in
the Offer
VenFin ordinary shares acquired on the JSE Monday, 30 January 2006
on or after this date will not be eligible
to participate in the Offer
Record date for participating in the Offer Friday, 3 February 2006
Closing date of the Offer at 12:00 (see Friday, 3 February 2006
notes 2 and 3 below)
Results of Offer announcement published on Monday, 6 February 2006
SENS
Results of Offer announcement published in Tuesday, 7 February 2006
the South African press
Notes:
1. All times given are local times in South Africa.
2. 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.
3. 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.
4. 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.
VenFin shareholders are further reminded that the Newco subscription
offer closing date is 15 business days after the later of (i) the
closing date of the Offer; and (ii) the date on which the Offer
becomes unconditional.
2.Outstanding condition precedent and settlement of Offer
consideration
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.
Offer participants who have provided instructions to their brokers
or CSDPs are encouraged to ensure that their broker or CSDP has
formally tendered their shares in terms of the Offer to ensure that
the last remaining condition is met as soon as possible.
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.
3. VenFin shareholder helpline
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).
Netherlands / Stellenbosch
20 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.
Date: 20/01/2006 09:00:17 AM Produced by the JSE SENS Department
