| Fri 10 Feb 2006, 17:50 | | VenFin / Vodafone - Vodafone offer for VenFin - up |
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VNF
VNF
VenFin / Vodafone - Vodafone offer for VenFin - update on acceptances
Vodafone Holdings (SA) (Pty) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1993/005373/07)
("Vodafone")
VenFin Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1948/031037/06)
(Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Not For Release, Publication Or Distribution In Or Into The United States,
Australia, Canada Or Japan.
Vodafone offer for VenFin (the "Offer") - update on acceptances
1. Level of acceptances
Vodafone announces that, as at 17:00 on 10 February 2006, valid acceptances
of the Offer have been received in respect of a total of 341 407 888 VenFin
ordinary shares (90.1% of the Offer shares). Combined with the 30 252 460
ordinary shares held by Vodafone Group Plc and the 35 506 352 VenFin B
ordinary shares acquired from Rembrandt Trust (Proprietary) Limited,
Vodafone group has an effective economic interest in VenFin of 91.5% and an
effective voting interest of 95.1%.
2. Payment of Offer consideration
Offer participants who validly accept the Offer will receive the Offer
consideration within five business days of tendering their shares
irrespective of the closing date of the Offer.
3. Participation in Newco
Only shareholders who validly accept the Offer will be able to subscribe
for Newco shares at the price of R11.24 per share. You will not be able to
subscribe for shares in Newco if you do not validly accept the Offer.
4. Closing date of the Offer
The closing date of the Offer is at 12:00 on 17 February 2006.
5. Section 440K and delisting of VenFin
Vodafone reserves the right to invoke the provisions of section 440K of the
Companies Act and compulsorily acquire the shares held by any remaining
minorities after the Offer has closed. VenFin will subsequently be
delisted.
Netherlands / Johannesburg
10 February 2006
Financial advisers to Vodafone : UBS and Goldman Sachs
South African attorneys to Vodafone : Webber Wentzel Bowens
International attorneys to Vodafone : Linklaters
Merchant Bank and Sponsor to
VenFin in relation to the Offer : Rand Merchant Bank, a division of
FirstRand Bank Limited
Attorneys to VenFin in relation
to the Offer : Hofmeyr Herbstein & Gihwala Inc
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.
Even though the Offer is not being made in or into the jurisdictions mentioned
above, the Offer is made (subject to the terms set out in the Offer document) to
all holders of ordinary shares in VenFin, including those to whom the Offer
document may not have been despatched, but excluding Vodafone group and any
subsidiaries of VenFin. The offerees are informed that copies of the Offer
document, including the attached form of acceptance, surrender and transfer are
available for collection (during normal business hours) from Computershare
Investor Relations 2004 (Proprietary) Limited at 70 Marshall Street,
Johannesburg, 2001 South Africa.
Date: 10/02/2006 05:50:03 PM Produced by the JSE SENS Department
