1st Dec 2005 12:00
Vodafone Group Plc01 December 2005 Not for release, publication or distribution in or into the United States,Australia, Canada or japan 1 December 2005 OFFER FOR VENFIN Vodafone announced on 4 November 2005 that it had agreed to purchase the 35.5million "B" ordinary shares ("B" Shares) in VenFin Limited ("VenFin") previouslyowned by the Rembrandt Trust (Pty) Limited at a price of R47.25 per "B" Share,subject to certain conditions. The acquisition of the "B" Shares would giveVodafone a 46.5% voting interest and an 8.0% economic interest in VenFin whoseprincipal asset is a 15% stake in Vodacom. Vodafone also announced, on 3November 2005, that it intended to make an offer to the remaining shareholdersof VenFin to acquire their VenFin ordinary shares (the "Offer Shares") at aprice of R47.25 per VenFin ordinary share (the "Offer"). Vodafone Holdings (SA) (Pty) Limited, an indirectly held, wholly ownedsubsidiary of Vodafone, has announced today in South Africa its firm intentionto proceed with the Offer, subject to certain conditions. The Offer is expected to close in the first calendar quarter of 2006. Market purchases and irrevocable undertakings Vodafone has purchased in the market in total 30.3 million ordinary shares inVenFin at a price of less than R47.25 per VenFin ordinary share (representing7.4% of the issued ordinary shares in VenFin, excluding ordinary shares inVenFin held as treasury shares). As at the date of this announcement, irrevocable undertakings to accept theOffer have been received from VenFin shareholders holding 248.1 million ordinaryshares (representing 65.5% of the ordinary shares in VenFin not already owned byVodafone or VenFin). Surplus asset sale Vodafone has agreed to procure that after closing of the Offer, subject tocertain conditions, VenFin will dispose of substantially all of the assets ofVenFin other than its indirect stake in Vodacom for a cash consideration of R5billion to a new company to be owned by certain of the current shareholders ofVenFin. A full announcement relating to the detailed terms and conditions of the Offerhas been made in South Africa. -ends- For further information: Vodafone GroupInvestor Relations Media RelationsTelephone: +44 (0) 1635 664447 Telephone: +44 (0) 1635 664444 Notes to Editors About Vodafone Vodafone is the world's leading mobile telecommunications group with operationsin 27 countries across 5 continents with 171 million proportionate customersworldwide as at 30 September 2005 as well as 27 partner networks. For furtherinformation, please visit www.vodafone.com. About Rembrandt Trust Rembrandt Trust controls 100% of the unlisted "B" Ordinary shares in VenFin.Johann Rupert is a director of Rembrandt Trust which also controls 100% of theunlisted "B" ordinary shares in South African listed investment company RemgroLimited. Rembrandt Trust also owns all the unlisted "A" ordinary shares of M&I,the company which provides management services to both VenFin and Remgro. About Vodacom Vodacom is a South African based pan-African cellular communications companyproviding GSM services to over 17 million customers at 30 September 2005 inSouth Africa, Tanzania, Lesotho, Mozambique and the Democratic Republic ofCongo. Vodacom's South African operations also offer a UMTS or 3G service.Vodacom is currently owned by Telkom 50%, Vodafone 35% and VenFin 15%. Forfurther information, please visit www.vodacom.co.za. About VenFin VenFin is an investment holding company listed on the JSE, focused oninvestments in telecommunications, technology, media, financial and riskservices and other private equity businesses and start-up opportunities. Forfurther information, please visit www.venfin.co.za. Important information The Offer will not be made, directly or indirectly, in or into, or by use of themails 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 anysuch use, means, instrumentality or facility or from within the United States,Australia, Canada or Japan. Accordingly, neither copies of this announcement norany related offer documentation are being or may be mailed or otherwisedistributed or sent in or into or from the United States, Australia, Canada orJapan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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