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VNF
VNF
VenFin/Vodafone - Invoking of the provisions of section 440K of the Companies
Act and suspension of VenFin from the JSE
Vodafone Holdings (SA) (Pty) Limited VenFin Limited
(Incorporated in the Republic of South (Incorporated in the Republic of
Africa) South Africa)
(Registration number: 1993/005373/07) (Registration number:
1948/031037/06)
("Vodafone") (Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Vodafone offer for VenFin (the "Offer") - invoking of the provisions of section
440K of the Companies Act and suspension of VenFin from the JSE
Invocation of section 440K of the Act
On 14 February 2006, Vodafone confirmed that, as the Offer had been accepted by
offerees holding more than 90% of the Offer shares, it intended to invoke the
provisions of Section 440K of the Companies Act, 61 of 1973 ("Section 440K").
Vodafone announced on 20 February 2006 that the Offer had been validly accepted
by offerees holding 98.5% of the Offer shares.
Vodafone hereby announces that it is invoking the provisions of Section 440K and
thereby intends to compulsorily acquire the remaining VenFin shares not already
owned by the Vodafone group. A circular, incorporating the notice envisaged by
Section 440K(1)(a) and a further form of surrender and transfer, will, on 27
February 2006, be sent to those VenFin shareholders who did not validly accept
the Offer.
Suspension and termination of the listing of VenFin shares on the JSE
VenFin shares will be suspended from the list of JSE Limited ("JSE") with effect
from the commencement of business on 28 February 2006. The listing of VenFin
shares on the JSE will be terminated with effect from the commencement of
business on Tuesday, 18 April 2006.
Important dates
Notice given in terms of section 440K of the Act Monday, 27 February 2006
Listing of VenFin shares suspended on the JSE with
effect from the commencement of business on Tuesday, 28 February 2006
Last day to apply to the High Court of South
Africa in terms of section 440K of the Act Monday, 10 April 2006
Compulsory acquisition of remaining VenFin shares
becomes effective on the commencement of business Tuesday, 11 April 2006
on
Termination of listing of VenFin shares on the JSE
from the commencement of business on Tuesday, 18 April 2006
Date of payment of the consideration to VenFin in
respect of remaining VenFin shareholders who have
not tendered their VenFin shares pursuant to the
provisions of the circular dated 27 February 2006
(to be held in trust in a separate account for the
benefit of such remaining VenFin Shareholders Thursday, 20 April 2006
Note:
Any changes to the above dates will be released on SENS and published in the
South African press.
Netherlands / Johannesburg
27 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
Date: 27/02/2006 08:00:04 AM Produced by the JSE SENS Department
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