Vodafone`s offer ends

By Iain Scott, ITWeb group consulting editor

Johannesburg, 20 Feb 2006

Vodafone`s offer to buy out VenFin shareholders closed on Friday, with the UK cellular network operator ending up with a 98.7% economic interest in the JSE-listed company.

By the time the offer closed at noon, VenFin shareholders owning about 373.42 million ordinary shares had accepted Vodafone`s offer of R47.25 a share.

Combined with Vodafone`s own stake, as well as the 35.51 million VenFin B ordinary shares it acquired from the Rembrandt Trust, this gives Vodafone a 98.7% economic interest and a 99.3% voting interest.

Vodafone said last week it would invoke section 440K of the Companies Act, which will force the remaining VenFin shareholders to accept the offer.

VenFin consists of a 15% shareholding in local cellular network operator Vodacom. The acquisition brings Vodafone`s stake in Vodacom to 50%, which is equal to the shareholding owned by local fixed-line operator Telkom.

VenFin also has R5 billion in cash - the proceeds of the sale of all its assets other than Vodacom to a newly incorporated company, Newco.

Newco is being incorporated with the same share capital as VenFin, and all VenFin shareholders who accepted 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.

The Newco offer closes on 13 March. However, Vodafone has emphasized that only shareholders who validly accepted the offer will be able to subscribe for Newco shares at R11.24 a share.