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GEN - General - 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.
Successful completion of a secondary placement of approximately 1.7% of Vodacom share
capital
Published on 16 July 2015
1. Introduction
On 14 July 2015, the Government Employees Pension Fund (GEPF), represented and acting through
the Public Investment Corporation Limited (PIC), announced that it had appointed Deutsche Bank AG,
London Branch as the sole bookrunner in the implementation of a share placement supporting certain
risk mitigation arrangements entered into by Merrill Lynch International with the GEPF.
This placement is in relation to selling approximately 25 million ordinary shares in Vodacom Group
Limited (Vodacom or the Company), representing approximately 1.7% of the Company’s issued
share capital through a book-building process (Bookbuild). The GEPF’s shareholding in Vodacom is
not impacted by this placement and it this does not constitute a disposal.
2. Outcome of the Bookbuild
Following an oversubscription by qualifying institutional investors in terms of the Bookbuild, 24.7
million shares were placed at a price of R134.00 per Vodacom share (Bookbuild Price), representing
a total transaction value of approximately R3.3 billion.
The Bookbuild Price represents a discount of approximately 3.6% to the closing price per Vodacom
share on 13 July 2015, the day preceding the pricing of the Bookbuild trade.
The PIC is a long term holder of Vodacom and does not currently plan to dispose of shares during or
following the expiration of the Lock-up Period. As is customary in these types of risk mitigation
transactions, the PIC has agreed to a lock-up of 60 days (the Lock-up Period) on the shares held
directly in Vodacom in respect of transactions similar to this. The lock-up is subject to customary
exceptions and waivers by Deutsche Bank AG and Merrill Lynch International, and to exceptions
relating to certain risk mitigation arrangements entered into by Merrill Lynch International with PIC.
Pretoria
16 July 2015
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, sold, resold, transferred or delivered, directly or indirectly, in
or into the United States absent registration or an exemption from or in a transaction not subject to
registration under the Securities Act. There will be no registration or public offer of securities in the
United States or any other jurisdiction 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 does not and is not intended to constitute an offer to the public in South Africa, as
contemplated in section 95(1)(h) of the South African Companies Act No 71 of 2008 (as amended).
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
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in Vodacom Group Limited or its ordinary shares. The information
contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness.
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 or Merrill
Lynch International and has not been independently verified by Deutsche Bank AG, London Branch or
Merrill Lynch International. 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.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Deutsche Bank AG or Merrill Lynch International or
by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefor is expressly disclaimed.
Date: 16/07/2015 05:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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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