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GEN - General - Announcement
GENERAL ANNOUNCEMENT
Not for distribution in the United States, Canada, Australia or Japan or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction.
Secondary placement of approximately 1.7% of Vodacom share capital
Published on 14 July 2015
On behalf of the Government Employees Pension Fund (“GEPF”) represented and acting through the
Public Investment Corporation Limited (”PIC”), which hereby announces that it has appointed Deutsche
Bank AG, London Branch as sole bookrunner to sell 25 million ordinary shares in Vodacom Group
Limited, representing approximately 1.7% of the company’s issued share capital. This placement is in
relation to a hedging activity in respect of certain risk mitigation arrangements entered into by Merrill
Lynch International with the GEPF.
Subsequent to this transaction, PIC has agreed to a lock-up of 60 days on its remaining stake.
Pretoria
14 July 2015
The securities referred to herein may only be sold pursuant to Regulation S of the US Securities Act of
1933 (the “Securities Act”) and in the US pursuant to Rule 144A strictly only to a limited number of QIBs
(as defined in Rule 144A under the Securities Act) and in certain other countries only to authorised
professional institutional investors.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation
of an offer to buy, any securities, in any jurisdiction in which such offer, solicitation or sale would be
unlawful and, in particular, is not for release, publication or distribution in or into the United States,
Australia, Canada or Japan.
This announcement is not an offer for sale of securities in the United States or any other jurisdiction. Any
such securities may not be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. There will be no registration or public
offer of securities in the United States and there will be no offering of securities in or into any country,
territory or possession where to do so may contravene local securities laws or regulations.
This announcement and any subsequent offer of securities may be restricted by law in certain
jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves
about and observe any such restriction and must not under any circumstances forward this
announcement to any other person. Failure to comply with such restrictions may violate securities laws of
any such jurisdiction.
This announcement is only addressed to and directed at persons in Member States of the European
Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus
Directive. In addition, in the United Kingdom, this announcement is being distributed to, and is directed
only at, qualified investors who (i) are investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”), (ii)
persons falling within any of the categories of persons described in Article 49 of the Financial Promotion
Order and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together
being referred to as “relevant persons”). Any investment or investment activity to which these materials
relate are available only to relevant persons in the United Kingdom and qualified investors in any member
state of the European Economic Area other than the United Kingdom, and will only be engaged with such
persons.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central
Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by
the European Central Bank and by BaFin, Germany’s Federal Financial Supervisory Authority, and is
subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial
Conduct Authority.
Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal Republic of
Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration in England and Wales
BR000005 and Registered Address: Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG, London Branch is a member of the London Stock Exchange. (Details about the
extent of our authorisation and regulation by the Prudential Regulation Authority, and regulation by the
Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm
Any investment decision to buy shares must be made solely on the basis of publicly available information.
Such information is not the responsibility of Deutsche Bank AG, London Branch and has not been
independently verified by Deutsche Bank AG, London Branch. Deutsche Bank AG is acting for PIC and
no one else in connection with the transaction and will not be responsible to anyone other than PIC for
providing advice or protections afforded to clients in relation to any transaction or any matters referred to
this announcement.
Date: 14/07/2015 07:38:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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