UK cellular network operator Vodafone has gained control of more than 90% of JSE-listed VenFin, giving it the power to force shareholders to accept its offer to buy their shares.
The group announced this morning that it had received valid acceptances of the offer from shareholders owning a total of 354.3 million VenFin shares.
When combined with the 30.25 million ordinary shares Vodafone already owns, as well as the 3.51 million VenFin B shares acquired from Rembrandt Trust, this gives the UK group an effective 94.5% economic interest and a 96.8% voting interest.
In terms of the Companies Act, anyone acquiring more than 90% of the shares in a company may make it compulsory for remaining shareholders to accept its offer to buy their shares.
VenFin recently disposed of all of its assets except its 15% stake in local cellular network operator Vodacom, the target of Vodafone`s takeover.
Gaining VenFin`s shareholding in Vodacom will bring Vodafone`s stake in the company to 50%, equal to the stake held by fixed-line operator Telkom.
In addition to the Vodacom shareholding, VenFin`s other asset is the R5 billion paid by a newly incorporated unlisted public company (Newco) for the non-Vodacom assets.
Newco is to be incorporated with the same share capital as VenFin, and all VenFin shareholders who accept Vodafone`s offer are to receive a pro-rata right from Newco to use some of the proceeds from selling their shares to buy shares in Newco.
However, only shareholders who validly accept the offer will be able to subscribe for Newco shares, says Vodafone.
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