| Mon 20 Feb 2006, 9:00 | | Vodafone/ VenFin - Vodafone offer for VenFin (the |
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Vodafone/ VenFin - Vodafone offer for VenFin (the "Offer") - results of the
Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN.
Vodafone Holdings (SA) (Pty) VenFin Limited
Limited
(Incorporated in the Republic (Incorporated in the
of South Africa) Republic of South Africa)
(Registration number: (Registration number:
1993/005373/07) 1948/031037/06)
("Vodafone") (Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Vodafone offer for VenFin (the "Offer") - results of the Offer
1. Results of the Offer
The Offer closed at 12:00 on 17 February 2006. Vodafone announces that valid
acceptances of the Offer have been received in respect of a total of 373 420 363
VenFin ordinary shares 98.5% 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 98.7% and an effective voting
interest of 99.3%.
2. Participation in Newco
Only shareholders who validly accepted the Offer are 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 did not validly accept the Offer. The Newco offer closes
on 13 March 2006.
Further details of the Newco offer were included in a circular to VenFin
shareholders on 5 December 2005.
3. Intention to invoke section 440K
It was stated in a SENS announcement on 14 February 2006 and published in the
South African press on 15 February 2006 that it is Vodafone"s intention to
invoke Section 440K of the Companies Act ("Section 440K").
A circular will be sent to those VenFin shareholders who have not accepted the
Offer, incorporating the notice envisaged by Section 440K and a further form of
surrender and transfer.
4. Suspension and termination of the listing of VenFin shares on the JSE
VenFin shares will be suspended on the JSE Limited ("JSE"), with effect from the
commencement of trade on the business day following the day upon which notice in
terms of Section 440K is posted to VenFin shareholders who have not accepted the
Offer in full and terminated on the JSE, with effect from the commencement of
trade on the first Monday following the date upon which Vodafone becomes
entitled and bound to acquire, in terms of Section 440K of the Act, those Offer
shares in respect of which the Offer had not been accepted by the closing date.
5. Further announcement
A further announcement will be made in due course confirming the date of the
posting of the notice in terms of Section 440K and the date of suspension of the
VenFin shares on the JSE.
Netherlands / Johannesburg
20 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 was not 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 was 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: 20/02/2006 09:00:09 AM Produced by the JSE SENS Department
