| Tue 11 Apr 2006, 11:36 | | VenFin / Vodafone - Compulsory acquisition of VenF |
|
VNF
VNF
VenFin / Vodafone - Compulsory acquisition of VenFin shares and the
delisting of VenFin from the JSE Limited
Vodafone Holdings (SA) (Proprietary) 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")
Compulsory acquisition of VenFin shares and the delisting of VenFin from
the JSE Limited
1. Compulsory acquisition and payment of consideration
Further to the announcement dated 27 February 2006, Vodafone confirms
that it will compulsorily acquire the remaining VenFin shares (being
those not already held by Vodafone or its group companies) on the
commencement of business on Tuesday, 11 April 2006 in terms of
Section 440K of the Companies Act, 61 of 1973 ("Section 440K").
Remaining Venfin shareholders who tendered their shares prior to 11
April 2006 pursuant to the circular incorporating a notice by
Vodafone in terms of Section 440K(1) dated 27 February 2006 ("the
Circular") will be paid the consideration (as defined in the
Circular) on Thursday, 20 April 2006. Remaining VenFin shareholders
who did not tender their VenFin shares pursuant to the Circular will
be entitled to claim the consideration due to them (in respect of
such VenFin shares following their compulsory acquisition by
Vodafone) from VenFin, as set out in paragraph 3 below.
2. Termination of the listing of VenFin shares on the JSE Limited
The listing of VenFin shares on the JSE Limited will be terminated
with effect from the commencement of business on Tuesday, 18 April
2006.
3. Process to claim consideration in respect of shares not tendered
pursuant to the Circular
In accordance with the provisions of Section 440K, Vodafone will pay
the consideration due to remaining VenFin shareholders who have not
tendered their VenFin shares pursuant to the provisions of the
Circular to VenFin, to be held by VenFin in a separate bank account
in trust for such remaining VenFin shareholders. Such remaining
VenFin shareholders will be required to claim the consideration due
to them in respect of their respective VenFin shares acquired by
Vodafone as follows:
3.1 Certificated VenFin shareholders
Certificated VenFin shareholders must surrender their share
certificates or other tangible documents of title in respect of
their VenFin shares, per registered mail, together with the
completed forms of surrender and transfer to the transfer
secretaries at:
Computershare Investor Services (2004) Pty Limited
PO Box 61763, Marshalltown, 2107
South Africa
Any remaining certificated VenFin shareholders who claim to have
lost their share certificates or other tangible documents of
title will only receive the consideration due to them after
furnishing such evidence as may be specified by the transfer
secretaries, and further, an indemnity acceptable to VenFin in
respect of such consideration.
3.2 Dematerialised VenFin shareholders
Dematerialised VenFin shareholders who have not surrendered their
respective VenFin shares will be certificated (and accordingly
will be issued with suitably endorsed share certificates for use
in claiming the consideration due to them only), on the
termination of the listing of VenFin shares on the JSE Limited.
Such dematerialised VenFin shareholders will be entitled to claim
the consideration due to them in respect of their VenFin shares
acquired by Vodafone by surrendering their newly issued VenFin
share certificates, per registered mail, together with the
completed forms of surrender and transfer to the transfer
secretaries at the address set out in paragraph 3.1 above. Such
shareholders may contact their respective CSDP"s or brokers with
instructions in respect of claiming the consideration due to
them.
3.3 Remaining VenFin shareholders in the United States of America,
Australia, Canada and Japan
Certificated VenFin shareholders in the United States of America,
Australia, Canada and Japan will be entitled to claim the
consideration due to them following the procedure set out in
paragraph 3.1 above.
Dematerialised VenFin shareholders in the United States of
America, Australia, Canada and Japan will be certificated as
contemplated in paragraph 3.2 above. Such VenFin shareholders may
claim the consideration due to them following the procedure set
out in paragraph 3.2.
Should any remaining VenFin shareholder require any further
assistance, such VenFin shareholders should contact the transfer
secretaries for assistance on +2711-370-5000.
Netherlands / Johannesburg
11 April 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: 11/04/2006 11:36:18 AM Produced by the JSE SENS Department
