YEBOYETHU (RF) LIMITED - YYLBEE - Update on participation in Vodacom Group's proposed BBBEE transaction and final transaction share price

Release Date: 04/07/2018 17:21
Code(s): YYLBEE
 
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YYLBEE - Update on participation in Vodacom Group's proposed BBBEE transaction and final transaction share price

YeboYethu (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/014734/06)
ISIN: ZAE000218483 Share code: YYLBEE
("YeboYethu")


4 July 2018


UPDATE ON YEBOYETHU'S PARTICIPATION IN VODACOM GROUP'S PROPOSED NEW BROAD-BASED BLACK ECONOMIC EMPOWERMENT OWNERSHIP TRANSACTION, FINAL BEE
TRANSACTION SHARE PRICE AND FURTHER CAUTIONARY


1. Introduction

Shareholders are referred to the announcement released on SENS on Monday 11 June 2018 and published in the South African press on Tuesday 12 June 2018 detailing the BEE
transaction between Vodacom Group Limited ("Vodacom Group") and YeboYethu (the "BEE transaction") a copy of which can be found on the YeboYethu website at
www.yeboyethu.co.za (the "terms announcement").

Unless otherwise indicated by the context, terms defined in the above terms announcement will have the same meanings herein.

As communicated in the terms announcement on 11 June 2018, the BEE transaction was to be priced on 3 July 2018 on the basis of the Vodacom Group share price to be
determined on a 60-day volume weighted average price ("VWAP"). In the terms announcement, the various deal permutations and outcomes for YeboYethu were set out on a range
of Vodacom Group share prices. The BEE transaction was priced on 3 July 2018, being the last practicable date prior to formal JSE Limited ("JSE") approval of the Vodacom Group
and YeboYethu circulars ("pricing date").

Since the terms announcement, the Vodacom Group share price has reduced from above R150 per Vodacom Group share to around R123, broadly in line with the reduction in
value on the overall JSE ALSI and reflecting overall weakness in emerging markets.

The final BEE transaction pricing of R143.35 based on the 60-day VWAP of a Vodacom Group share remains within the range set out in the terms announcement. A comparison of
the final pricing parameters and indicative pricing used for the terms announcement is set out in paragraph 2.7.

As set out in the terms announcement, the YeboYethu, RBH and Thebe Boards have negotiated certain transaction parameters to ensure that YeboYethu retained value for its
current investment in Vodacom SA whilst ensuring that the value received in Vodacom Group was also sufficiently protected.

At the final BEE transaction share price of R143.35:

- The end state percentage holding in Vodacom Group will remain at c.6.23% and YeboYethu will remain the third largest shareholder
- The BEE transaction will now be valued at approximately R16.41bn
- The equity swap ratio of Vodacom SA to Vodacom Group is increased to 73%
- The subscription price discount received by YeboYethu has increased to c. R1.95bn
- The cash dividend is not affected and is marginally increased to c. R3.26bn
- The overall leverage will remain at 60% ensuring the structure is sustainable over the longer term
- The overall structure and steps remain the same without change

All the value parameters are now final except the final split of the YeboYethu gearing amount between third party financiers (class A preference shares) and vendor funding from
Vodacom Group (class B preference shares), which will be determined on the fourth implementation day based on the 5-day VWAP of a Vodacom Group share at that time.

The final BEE transaction parameters are as follows:

60-day VWAP of a Vodacom Group share on pricing date                                                                                 R143.35
Transaction value                                                                                                                    R16.41 billion
Number of Vodacom Group shares to be issued to YeboYethu                                                                             114.45 million
Transaction size                                                                                                                     6.23%
Equity swap ratio of Vodacom SA to Vodacom Group                                                                                     73.0%
Subscription price discount from Vodacom Group                                                                                       R1.95 billion
Equity reinvested by the Vodacom SA BEE shareholders                                                                                 R3.86 billion
Maximum special dividend to be paid to YeboYethu shareholders                                                                        R3.26 billion (R73.00 per YeboYethu share)
Vodacom ESOP subscription for new YeboYethu ordinary shares                                                                          R750 million*
5-day VWAP of a Vodacom Group share at pricing date                                                                                  R121.19
Gearing of YeboYethu (third party financing and vendor funding from Vodacom Group)                                                   R9.91 billion (60%)

*This amount is rounded up. The exact amount, given the YeboYethu price per share, is R749 999 984.55.


2. BEE transaction steps

The BEE transaction will be implemented through a series of interlinked and inter-conditional steps as outlined below. The values based on the final BEE transaction share price of
R143.35 are as follows:


2.1 Step 1: first implementation day: unwind of the existing Vodacom SA BEE transaction

Step 1 A: Implementation of the NVF structure

Vodacom SA will repurchase 114 744 844 Vocacom SA A shares (31 813 785 from RBH, 13 634 479 from Thebe, and 69 296 580 from YeboYethu (30 298 842 of the "public A shares", and 38 997 738 of
the "ESOP A shares" (as such terms are defined in Vodacom SA's memorandum of incorporation))) from the Vodacom SA BEE shareholders for a nominal
consideration (R0.00001 per Vodacom SA A share, and R1 147.45 in aggregate) pursuant to the Vodacom SA NVF transaction terms ("Vodacom SA repurchase"), upon which the
remaining Vodacom SA A shares will rank pari passu with the Vodacom SA ordinary shares in all respects and will be unencumbered consistent with the terms of issue thereof. It is
anticipated that post the Vodacom SA repurchase, the Vodacom SA BEE shareholders will collectively hold 185 255 156 Vodacom SA shares, or approximately 3.95% of Vodacom
SA.


Step 1 B: Conversion and partial repurchase of YeboYethu N shares

Following implementation of the Vodacom SA repurchase, the 12 000 000 YeboYethu N shares in issue will automatically convert according to their terms of issue and at the same
time 3 318 908 of those shares shall be repurchased by YeboYethu for a nominal amount (R0.00001 per share, and R33.19 in aggregate) based on the existing YeboYethu NVF
transaction terms.

Of the 8 681 092 YeboYethu ordinary shares held by the YeboYethu ESOP, which remain after the conversion and repurchase described above, up to a maximum of 3 298 516 will,
as set out in step 4 (paragraph 2.4), be sold to the Vodacom ESOP, and the remaining 5 382 576 YeboYethu ordinary shares will be transferred, together with the proceeds received
by the YeboYethu ESOP from its sale to the Vodacom ESOP, to the existing vested beneficiaries of the YeboYethu ESOP in accordance with the terms of the YeboYethu ESOP trust
deed and scheme rules, whereafter the YeboYethu ESOP will be wound-up.


2.2 Step 2: first implementation day: consolidation of Vodacom SA BEE shareholders' interests in Vodacom SA in a single vehicle

Each of RBH and Thebe will exchange their Vodacom SA shares for new YeboYethu ordinary shares in terms of asset-for-share transactions, thereby consolidating all of the
Vodacom SA BEE shareholders' interests into a single vehicle, being YeboYethu.

RBH will sell its 55 126 215 Vodacom SA A shares and 7.56 million Vodacom SA ordinary shares (valued at R2 410 284 967) to YeboYethu, and in return YeboYethu will issue
15 115 295 new YeboYethu ordinary shares to RBH in consideration.

Thebe will sell its 23 625 521 Vodacom SA A shares and 3.24 million Vodacom SA ordinary shares (valued at R1 032 979 282) to YeboYethu, and in return YeboYethu will issue
6 477 984 new YeboYethu ordinary shares to Thebe in consideration.

The sales by each of RBH and Thebe, and the issue of new ordinary shares in YeboYethu, will be done simultaneously and at fair market value.


2.3 Step 3: second implementation day: YeboYethu declares a special dividend (distribution)

YeboYethu will declare a special dividend of up to a maximum of R3 261 189 876 or, in all cases, R73.00 per YeboYethu ordinary share, on the second implementation day, subject
to YeboYethu meeting a solvency and liquidity test as contemplated by section 46 of the Companies Act, 2008, as amended. The special dividend represents a significant liquidity
event and equates to 2.9 times the YeboYethu shareholders' original equity contribution. Vodacom Group currently has no intention to settle the BEE transaction in cash.

Despite declaration, the payment of the special dividend will only occur in (and payment will be contingent upon) step 6 (in paragraph 2.6) (and each of the preceding steps) being
implemented.


2.4 Step 4: second implementation day: Vodacom Group employer companies make a contribution to the Vodacom ESOP to enable it to acquire YeboYethu ordinary shares

Vodacom Group, on behalf of itself and the employer companies, will make a capital contribution of an aggregate amount of R1.05 billion to the Vodacom ESOP. The Vodacom
ESOP will, on the second implementation day or as soon thereafter as it may be implemented, use the proceeds to purchase up to a maximum of 3 298 516 YeboYethu ordinary
shares valued at R300 million from the YeboYethu ESOP (and the YeboYethu ESOP beneficiaries insofar as the rights therein have vested), and will use the balance of R750 million
to subscribe for 8 246 289 new YeboYethu ordinary shares for the benefit of vested beneficiaries.

Should any balance of the contribution remain after the sale and subscription above, the Vodacom ESOP will use those funds to acquire YeboYethu ordinary shares in the market
after the implementation of the BEE transaction.

2.5 Step 5: YeboYethu exchanges Vodacom SA shares for new Vodacom Group shares

A new special purpose vehicle, YeboYethu Investment Company (RF) (Proprietary) Limited ("YeboYethu Investment"), has been created for the purpose of holding YeboYethu's
Vodacom Group shares. YeboYethu Investment would be a wholly-owned subsidiary of YeboYethu.


second implementation day

After the implementation of the aforementioned steps and the consolidation of YeboYethu's shareholding in Vodacom SA, YeboYethu will on the next day exchange its Vodacom SA
shares for ordinary shares in the share capital of YeboYethu Investment ("YeboYethu Investment shares"). YeboYethu will sell its 167 255 156 Vodacom SA A shares, valued at
R6 430 960 748, and 18 million Vodacom SA ordinary shares, valued at R692 100 000, to YeboYethu Investment, and in return YeboYethu Investment will issue 7 123 061 new
YeboYethu Investment ordinary shares to YeboYethu in consideration.


third implementation day

After implementation of YeboYethu's exchange of Vodacom SA shares for YeboYethu Investment shares, and on the subsequent day, YeboYethu Investment will exchange its
Vodacom SA shares for new Vodacom Group shares on a fair market value basis of R7 123 060 748. YeboYethu Investment will sell its 167 255 156 Vodacom SA A shares and
18 million Vodacom SA ordinary shares to Vodacom Group and in return Vodacom Group will issue 49 689 995 new Vodacom Group shares in consideration.


2.6 Step 6: fourth implementation day: YeboYethu raises vendor funding and third party financing and subscribes for additional Vodacom Group shares

In aggregate, YeboYethu will raise R9 908 154 034 in subscription proceeds from the issue of the class A preference shares and class B preference shares. The number of class A
preference shares to be issued by YeboYethu, however, will be, with reference to their aggregate subscription price, equal to the lesser of R5 833 333 333 and an aggregate
subscription price which is equal to a 3x share cover ratio as measured against the 5-day VWAP of a Vodacom Group share on the fourth implementation day. The number of class B
preference shares will be equal to that number of class B preference shares which need to be issued, based on their aggregate subscription price, such that the total preference
share funding received by YeboYethu (including the subscription funds received pursuant to the issue of the class A preference shares) is equal to R9 908 154 034.

Accordingly, although the aggregate funding received by YeboYethu from preference share subscription proceeds will remain constant, the split between the class A preference
shares and class B preference shares will be determined with reference to the 5-day VWAP of a Vodacom Group share on the fourth implementation day. For illustrative purposes,
below and later in the announcement, the split of the class A preference shares and class B preference shares is based on an assumed 5-day VWAP of a Vodacom Group share on
the fourth implementation day of R121.19.

YeboYethu will issue class B preference shares to Vodacom Group and raise R5 284 707 866. The class B preference shares will be unsecured. YeboYethu will use the subscription
proceeds received pursuant to (i) the subscription by Vodacom ESOP (as set out in step 4 at paragraph 2.4 above) and (ii) the issue of the class B preference shares, to (a) fund the
payment of the special dividend (as set out in step 3 at paragraph 2.3 above) and transaction costs amounting to R64 million and (b) subscribe for 2 709 310 (at an issue price of
R1 000 per share) additional YeboYethu Investment shares.

YeboYethu Investment will use the subscription proceeds received from YeboYethu above to subscribe for 23 927 991 new Vodacom Group shares (representing 1.30% of Vodacom
Group shares, post the BEE transaction), valued at R3 430 077 652, at a discount of R720 767 619.
In addition, YeboYethu will issue class A preference shares to third party funders and raise R4 623 446 168. The class A share cover preference shares will be secured through
YeboYethu Investment issuing a guarantee and a pledge of the Vodacom Group shares held by it to the third party funders. YeboYethu will use the entire subscription proceeds
received pursuant to the issue of the class A share cover preference shares, to subscribe for 4 623 446 (at an issue price of R1 000 per share) additional YeboYethu Investment
shares.

YeboYethu Investment will use the entire subscription proceeds received from YeboYethu above to subscribe for 40 833 194 new Vodacom Group shares (representing 2.22% of
Vodacom Group shares, post the BEE transaction), valued at R5 853 438 396, at a discount of R1 229 992 228.

The Vodacom Group share price is a material input in calculating the financial effects of the transaction. Since the terms announcement, dated 11 June 2018, markets across the
globe have been impacted by significant share price volatility. This has been driven by global factors including increased international trade uncertainty from tariff interventions
mainly by the USA and China. Emerging markets have been particularly affected. International funds withdrew from riskier assets, creating negative pressure on emerging market
economies and currencies. The impact of this can be clearly seen in the resultant volatile share prices across the South African market.

The table below illustrates what the split of the YeboYethu gearing amounts will be between the class A preference shares and class B preference shares based on various assumed
5-day VWAP's of a Vodacom Group share on the fourth implementation day and is provided for illustrative purposes only.

                                                                                                                       Class A
5-day VWAP of a                                                                                                    share cover                      Class B
Vodacom Group                                                                                                preference shares            preference shares                       Total
share on the fourth                                                                                           from third party                         from                   YeboYethu
implementation day                                                                                                     funders                Vodacom Group                     gearing
(Rand)                                                                                                                   (R'm)                        (R'm)                       (R'm)

150.00                                                                                                                   5 723                        4 185                       9 908
140.00                                                                                                                   5 341                        4 567                       9 908
130.00                                                                                                                   4 959                        4 949                       9 908
121.19                                                                                                                   4 623                        5 285                       9 908
120.00                                                                                                                   4 578                        5 330                       9 908
110.00                                                                                                                   4 196                        5 712                       9 908
100.00                                                                                                                   3 815                        6 093                       9 908


2.7 Comparison of transaction parameters to terms announcement

The table below shows a comparison of the key pricing parameters of the BEE transaction between the terms announcement and this pricing announcement. The overall gearing
of the BEE transaction structure does not increase (remains at 60%) but the BEE equity reinvestment and Vodacom discount ratios change. The discount from Vodacom increases
from R1.75 billion to R1.95 billion (R200 million increase). As a result of the smaller deal size (R16.4 billion vs. R17.5 billion) and the proportional increase in the facilitation from
Vodacom, the equity reinvestment from BEE investors decreases from R4.50 billion to R3.86 billion (R638 million decrease) and the overall funding required reduces from
R10.50 billion to R9.91 billion (R592 million decrease).

                                                                                                                 Pricing
                                                                                                                 announcement                         Terms announcement
Step        Description                                                                                          @R143.35                             (assuming R152.50)

1A          Aggregate Vodacom SA A shares repurchased from YeboYethu, RBH and Thebe                              114 744 844                          110 902 035
            Aggregate Vodacom SA shares held between YeboYethu, RBH and Thebe after                              185 255 156                          189 097 965
            the repurchase
            Aggregate % shareholding in Vodacom SA held between YeboYethu, RBH and Thebe after                   3.95%                                4.03%
            the repurchase

1B          YeboYethu N shares automatically converted and simultaneously repurchased                            3 318 908                            3 154 468
            Aggregate remaining YeboYethu ordinary shares after the repurchase and conversion of                 8 681 092                            8 845 532
            YeboYethu N shares

2           Number of Vodacom SA shares to be exchanged by RBH for new YeboYethu ordinary shares                 55 126 215 Vodacom SA A shares       56 191 660 Vodacom SA A shares
                                                                                                                 and 7.56 million Vodacom SA          and 7.56 million Vodacom SA
                                                                                                                 ordinary shares in return for        ordinary shares in return for
                                                                                                                 15 115 295 YeboYethu ordinary        15 115 065 YeboYethu ordinary
                                                                                                                 shares                               shares

            Number of Vodacom SA shares to be exchanged by Thebe for new YeboYethu ordinary shares               23 625 521 Vodacom SA A shares       24 082 140 Vodacom SA A shares
                                                                                                                 and 3.24 million Vodacom SA          and 3.24 million Vodacom SA
                                                                                                                 ordinary shares in return for        ordinary shares in return for
                                                                                                                 6 477 984 YeboYethu ordinary         6 477 885 YeboYethu ordinary
                                                                                                                 shares                               shares

3           YeboYethu special dividend                                                                           Up to a maximum of                   Up to a maximum of
                                                                                                                 R3 261 189 876, in all cases or      R3 016 419 627, in all cases or
                                                                                                                 R73.00 per YeboYethu ordinary        R67.28 per YeboYethu ordinary
                                                                                                                 share                                share

4           Vodacom Group capital contribution to the Vodacom ESOP                                               R1.05 billion                        R1.05 billion
            Acquisition amount in respect of YeboYethu shares acquired by the Vodacom ESOP from the              Up to a maximum of R300 million      Up to a maximum of R300 million
            YeboYethu ESOP
            Number of YeboYethu shares acquired by the Vodacom ESOP from the YeboYethu ESOP                      Up to a maximum of 3 298 516         Up to a maximum of 2 988 919

            Subscription amount for YeboYethu shares by the Vodacom ESOP                                         R750 million                         R750 million

            Number of YeboYethu shares subscribed for by the Vodacom ESOP                                        8 246 289                            7 472 297

5           Number of Vodacom SA shares held by YeboYethu post RBH and Thebe's sale of their                     167 255 156 Vodacom SA A             171 097 965 Vodacom SA A
            shares in Vodacom SA to YeboYethu                                                                    shares and 18 million                shares and 18 million
                                                                                                                 Vodacom SA ordinary shares           Vodacom SA ordinary shares

            Number of YeboYethu Investment shares to be issued to YeboYethu in exchange for the                  7 123 061                            7 516 420
            Vodacom SA shares
            Number of Vodacom SA shares held by YeboYethu Investment                                             167 255 156 Vodacom SA A             171 097 965 Vodacom SA A
                                                                                                                 shares and 18 million                shares and 18 million
                                                                                                                 Vodacom SA ordinary shares           Vodacom SA ordinary shares

            Number of Vodacom Group shares to be issued to YeboYethu Investment in exchange for                  49 689 995                           49 287 998
            Vodacom SA shares

6A          class B preference shares                                                                            R5 284 707 866                       R4 732 666 667
            Number of Vodacom Group shares subscribed for utilising a portion of the proceeds of                 23 927 991                           19 084 628
            the class B preference shares
            Vodacom Group discount                                                                               R720 767 619                         R510 158 659

6B          class A preference shares                                                                            R4 623 446 168                       R5 833 333 333
            Number of Vodacom Group shares subscribed for utilising the proceeds of class A preference           40 833 194                           46 381 473
            shares
            Vodacom Group discount                                                                               R1 229 992 228                       R1 239 841 341

Step 1-6B   Total number of Vodacom Group shares issued to YeboYethu                                             114 451 180                          114 754 099

Step 1-6B   Percentage of Vodacom Group shares owned by YeboYethu                                                6.23%                                6.25%


3. YeboYethu sources of funding

The table below sets out the sources of funding to discharge the payment obligations in terms of the BEE transaction. The values reflected below are based on the final
BEE transaction share price of R143.35.

Sources of funding                                                                                                                                         Rm                    %
Economic value of Vodacom Group discount of subscription price                                                                                           1 951                11.8
Equity contribution - Vodacom SA BEE shareholders (including YeboYethu shareholders)                                                                     3 862                23.4
Equity contribution by employer companies - Vodacom ESOP                                                                                                   750                 4.6
Class A share cover preference shares from third party funders                                                                                           4 623                28.1
Class B preference shares from Vodacom Group*                                                                                                            5 285                32.1
Total                                                                                                                                                   16 471                 100

Uses of funding                                                                                                                                             Rm                   %
Acquisition of Vodacom Group shares                                                                                                                     16 407                99.6
Transaction costs                                                                                                                                           64                 0.4
Total                                                                                                                                                   16 471                 100

*Total Vodacom ESOP contribution of R1 050 million, where up to a maximum of R300 million is utilised to acquire shares from the YeboYethu ESOP and R750 million is utilised to
subscribe for new YeboYethu shares. The balance of the contribution to the Vodacom ESOP will be used by the Vodacom ESOP following the final implementation date to acquire
YeboYethu ordinary shares in the market.


4. Pro forma financial effects

It is intended that the pro forma financial effects based on the final pricing information will be included in the circular to be posted to YeboYethu shareholders on or about Monday
16 July 2018.


5. Salient dates and times

                                                                                                                                                                              2018
Record date for shareholders to be recorded on the register to receive a copy of the circular                                                                        Friday 6 July
Circular incorporating notice of general meeting posted to shareholders and announced on SENS, on or about                                                          Monday 16 July
Last day to trade in order to be eligible to attend and vote at the general meeting                                                                                Monday 6 August
Record date for attending and voting at the general meeting                                                                                                       Friday 10 August
Recommended day to lodge forms of proxy in respect of the general meeting by 11:00                                                                              Thursday 16 August
General meeting of shareholders to be held immediately after the conclusion of the annual general meeting at approximately 11:00 at Vodacom World,
082 Vodacom Boulevard, Midrand for the purpose of considering and, if deemed fit, approving, with or without modification, the resolutions proposed
thereat                                                                                                                                                           Friday 17 August
Results of general meeting released on SENS                                                                                                                       Friday 17 August
Estimated date of fulfilment of the general transaction conditions (on or about)                                                                                Friday 7 September
First implementation day (on or about) (if there are no appraisal rights exercised by YeboYethu shareholders)                                                  Monday 10 September
Dissenting shareholder salient dates
Last date on which shareholders who voted against the s112 disposal resolution can require YeboYethu to seek court approval for the s112 disposal in
terms of section 115(3)(a) of the Act (if applicable), on                                                                                                         Friday 24 August
Last date on which shareholders who voted against the s112 disposal resolution can make application to court in terms of section 115(3)(b) of the Act
(if applicable), on                                                                                                                                               Friday 31 August
Last date for YeboYethu to send notice of adoption of the s112 disposal resolution in terms of section 164(4) of the Act to shareholders who provided
written notice of objection of and subsequently voted against the s112 disposal resolution, on                                                                    Friday 31 August
Expected last date for dissenting shareholders to exercise their appraisal rights, on or about                                                                 Friday 21 September
First implementation day (on or about)                                                                                                                        Tuesday 25 September


6. Further documentation

A circular containing details of the BEE transaction and a notice of general meeting will be posted to YeboYethu shareholders on or about Monday 16 July 2018.


7. Further cautionary announcement

As set out in paragraph 4, as the pro forma financial effects will be included in the circular to shareholders, YeboYethu shareholders are advised to continue to exercise caution
when dealing in their YeboYethu shares until the circular has been issued. The circular will be available, once issued, on the YeboYethu website, www.yeboyethu.co.za and an
announcement will be made on SENS to that effect.

Midrand
4 July 2018

Financial adviser, co-funder and transaction sponsor to YeboYethu
Absa Corporate and Investment Bank, a division of Absa Bank Limited

Financial adviser to Vodacom Group, debt arranger and co-funder to YeboYethu and transaction sponsor to Vodacom Group
Rand Merchant Bank (a division of FirstRand Bank Limited)

Legal and tax adviser to Vodacom Group and YeboYethu
Cliffe Dekker Hofmeyr Inc.

Legal adviser to the debt arranger and co-funders
Allen & Overy (South Africa) LLP

Independent expert to Vodacom SA
Ernst & Young

Independent expert to YeboYethu
BDO Corporate Finance (Pty) Ltd

Reporting accountants
PricewaterhouseCoopers Inc.

Co-funder
Nedbank Corporate (a division of Nedbank Limited)

Date: 04/07/2018 05:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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