UNDER REGULATION 9(6) OF THE CAPITAL MARKETS AND SECURITIES (SUBSTANTIAL ACQUISITIONS,
TAKEOVERS AND MERGERS) REGULATIONS, 2006
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
(ISIN: ZAE000132577 Share code: VOD)
(ISIN: US92858D2009 ADR code: VDMCY)
FOR THE ATTENTION OF THE SHAREHOLDERS OF VODACOM TANZANIA PUBLIC LIMITED COMPANY
[APPROVED BY THE CAPITAL MARKETS AND SECURITIES AUTHORITY]
CONDITIONAL VOLUNTARY OFFER ON AN ALL OR NOTHING BASIS TO ACQUIRE A SINGLE BLOCK OF 588,000,070 ORDINARY SHARES IN VODACOM TANZANIA PUBLIC LIMITED COMPANY (HEREINAFTER
REFERRED TO AS THE “TARGET COMPANY”) BY VODACOM GROUP LIMITED (HEREINAFTER REFERRED TO AS THE “ACQUIRER”) PURSUANT TO AND IN ACCORDANCE WITH REGULATIONS 9(3), 9(6),
11 (3),15(4), 15(5) AND THE FOURTH SCHEDULE OF THE CAPITAL MARKETS AND SECURITIES (SUBSTANTIAL ACQUISITIONS, TAKEOVERS AND MERGERS) REGULATIONS, 2006 (THE REGULATIONS)
(HEREAFTER REFERRED TO AS THE “OFFER”), PROVIDED THAT ACCEPTANCE OF THE ABOVE OFFER DOES NOT RESULT IN BREACH OF THE TARGET COMPANY’S LICENSING CONDITIONS.
1. Acquirer: Vodacom Group Limited, a public listed company with registration number 1993/005461/06, incorporated in and under the laws of the Republic of South Africa.
2. Size: This Offer is made by the Acquirer for the acquisition of 588 000 070 ordinary shares of the Target Company with a nominal value of Tanzania Shilling (“TZS”) 50.00 each, representing
26.25% of the issued share capital of the Target Company.
3. Price/Consideration: TZS850 per ordinary share;.
4. Mode of payment: Cash.
5. Vodacom Tanzania Public Limited Share Capital: The issued and fully paid up share capital of the Target Company is TZS112 000 015 000 (one hundred and twelve billion and fifteen
thousand) comprised of 2 240 000 300 (two billion two hundred forty million and three hundred) ordinary shares with a par value of TZS50.00 each.
6. Existing Vodacom Group Limited stake in the Target Company: Currently, the Acquirer directly holds 1 092 000 130 (one billion ninety-two million one hundred and thirty) ordinary shares,
representing 48.75% of the issued share capital of the Target Company. Additionally, the Acquirer has an indirect 49% shareholding in Mirambo Limited, through which it holds an interest of
approximately 12.86% in the Target Company thus the Acquirer’s current control of the voting rights in the Target Company is 61.61%.
7. Salient Features of the Offer: The terms of the proposed transaction are set out below:
(a) The Acquirer intends to consolidate its shareholding in the Target Company. The current shareholding in the Target Company is as follows:
(i) The Acquirer directly holds 1 092 000 130 (one billion ninety-two million one hundred and thirty) ordinary shares, representing 48.75% of the issued share capital of the Target
(ii) Mirambo Limited holds 588 000 070 (five hundred eighty-eight million and seventy) ordinary shares, representing 26.25% of the issued share capital of the Target Company.
(iii) The Acquirer has an indirect shareholding of 49% in Mirambo Limited, through which it holds an interest of approximately 12.86% in the Target Company, thus the Acquirer’s current
control of the voting rights in the Target Company is 61.61%.
(iv) The shareholders who bought Target Company ordinary shares during or after the Initial Public Offering (“IPO”) hold 560 000 100 (five hundred sixty million and one hundred) ordinary
shares, representing 25.00% of the Target Company’s issued share capital.
(b) The Acquirer wishes to purchase a single block of 588 000 070 ordinary shares in the Target Company.
(c) The purchase shall only be completed if all the ordinary shares referred to in 7(b) above are sold simultaneously in a single block.
(d) Eligible shareholders should contact any of the DSE Licensed Dealing Members, authorised Investment Advisors or outlets of Vodacom Tanzania outlets for a copy of the Offer Document and
detailed instructions on the process.
8. Consideration: TZS499 800 059 500 (four hundred ninety-nine billion eight hundred million fifty-nine thousand and five hundred) only,
9. Firm Arrangement of Financial Resources: The Acquirer has arranged all necessary funds to implement the Offer. The proposed transaction is financed through various sources including
internally generated cash flows and reserves, and intra-group lending. The Acquirer has confirmed the source and availability of funds for the proposed transaction, and attendant arrangements
for the same, and holds a requisite guarantee issued by a commercial bank registered and licensed in Tanzania in accordance with Regulation 26(2) and (10) of the Regulations, which guarantee
shall remain in force until fulfilment of the Acquirer’s obligations pursuant to the Offer.
10. Objects and Purpose of the Acquisition: In the Prospectus for the Target Company IPO, there was indicated the Acquirer’s intention to increase its shareholding in the Target Company, subject
to the provisions of the Capital Markets and Securities Act. The Acquirer wishes to increase, consolidate and simplify its shareholding structure in the Target Company in line with its stated
objectives as set out in the Target Company’s IPO Prospectus.
11. Timetable: The Capital Markets and Securities Authority has approved the transaction contemplated herein. The Acquirer and the Target Company’s respective Boards of Directors would like to
conclude the proposed transfer as soon as possible following publication of this Public Announcement.
(a) The date for determining names of shareholders to whom offer letters are to be sent is: the date of first publication of this Public Announcement, Wednesday, 7 August 2019.
(b) The dates of opening and closure of the Offer are: Offer opens on Friday, 9 August 2019, offer closes on Monday, 2 September 2019.
(c) The manner in which and the date by which acceptance or rejection would be communicated is: by public announcement upon approval of the results by CMSA.
(d) Date by which payments would be made for ordinary shares in respect of which the Offer has been accepted is: on the settlement date pursuant to Rule 177 of the Dar es Salaam Stock
Exchange Rules, 2016.
12. Statutory Approvals: The Target Company operates in the telecommunications sector and mobile money services. The status of relevant regulatory approvals is as follows:
(a) Capital Markets and Securities Authority (CMSA) has approved the proposed transaction.
(b) Tanzania Communications Regulatory Authority (TCRA) has issued its conditional no objection notice to the proposed transaction, with a condition that other relevant authorities grant
approvals or have no objection to the transaction.
(c) Fair Competition Commission (FCC) [has expressed no objection to the proposed transaction].
(d) Bank of Tanzania (BOT) [has issued its no objection notice to the proposed transaction].
(e) The parties undertake to register the transfer of ordinary shares at the Business Registration and Licensing Agency (BRELA), in accordance with the Companies Act No. 12 of 2002.
13. Type of Transaction: The Capital Markets and Securities Authority has approved the proposed transaction to be executed on the Dar es Salaam Stock Exchange (DSE) as a pre-arranged
14. Competitive Bid: This is not a competitive bid.
By order of the Board
7 August 2019