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YYLBEE - Update: Proposed BBBEE transaction, issuance of circular, annual report and notice of AGM and GM
YeboYethu (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/014734/06)
ISIN: ZAE000218483 Share code: YYLBEE
("YeboYethu”)
UPDATE ON YEBOYETHU’S PARTICIPATION IN VODACOM GROUP’S PROPOSED NEW
BROAD-BASED BLACK ECONOMIC EMPOWERMENT OWNERSHIP TRANSACTION,
ISSUANCE OF CIRCULAR, ANNUAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
AND GENERAL MEETING
1. Introduction
Shareholders are referred to the announcements released on SENS on Monday 11 June 2018
and Wednesday 4 July 2018 and published respectively in the South African press on Tuesday
12 June 2018 and Thursday 5 July 2018 detailing the BEE transaction between Vodacom Group
Limited (“Vodacom”) and YeboYethu (the “BEE transaction”), copies of which can be found on
the YeboYethu website at http://www.yeboyethu.co.za/announcements.php (the “previous
announcements”).
Unless otherwise indicated by the context, terms defined in the previous announcements will
have the same meanings herein.
2. South African Post Office strike and the circular to shareholders
As stated in the previous announcements, YeboYethu had intended to post the circular
containing full details of the BEE transaction and a notice of general meeting to shareholders on
or about Monday, 16 July 2018.
Given inter alia, the timing of the requirement to obtain necessary regulatory approvals and the
ongoing strike by a substantial number of employees of the South African Post Office, delivery
of the circular through the postal service is not achievable within the initial timeline.
Accordingly, on Tuesday, 17 July 2018 YeboYethu obtained an order from the Gauteng Local
Division, Johannesburg (High Court), authorising YeboYethu to deliver the circular, in respect of
those shareholders to whom it would have otherwise posted the circular through the South
African Post Office, by way of notice of the availability of such circular (for physical collection
and electronic download) by SMS and/or publication in the press instead (“alternative delivery
process”).
YeboYethu will, as such, and in addition to posting the circular, give notice of the availability of
its circular (for physical collection and electronic download) by SMS and publication in the press.
As set out in paragraph 5 below, the BEE transaction timeline has been updated from that
announced in the previous announcements and that which is included in the circular, to
accommodate the delay and the alternative delivery process.
3. Obtaining copies of the circular and the Annual Report
Copies of the circular and Annual Report may be obtained during normal business hours from
Wednesday 18 July 2018 until Friday 17 August 2018 from:
- the registered offices of YeboYethu (Vodacom Corporate Park, 082 Vodacom Boulevard,
Midrand, 1685); or
- the transfer secretaries (Link Market Services South Africa (Proprietary) Limited, 13th Floor,
19 Ameshoff Street, Braamfontein, 2001); or
- the transaction sponsor (Absa Bank Limited (acting through its Corporate and Investment
Banking division), North Sandton Campus, 15 Alice Lane, Sandton, Johannesburg, 2196).
Copies of the circular and Annual Report are also available to be read or downloaded from the
YeboYethu website at https://www.yeboyethu.co.za/pdf/2018/circulars/yy-new-bbbee-
transaction.pdf and https://www.yeboyethu.co.za/pdf/annual-report/2018/annual-report-
2018.pdf, respectively.
Any shareholder may:
- request for a copy of the circular and Annual Report to be emailed to them;
- find out the closest place they can obtain a copy of the circular and Annual Report; or
- ask questions in relation to the circular and Annual Report,
by contacting the YeboYethu contact centre on 082 241 0001 or email
support@yeboyethushares.co.za.
Alternatively, a copy of the circular will also be available for inspection (electronically or in hard
copy) at all Vodacom stores in South Africa.
4. Notice of annual general meeting and notice of general meeting of YeboYethu
shareholders
Annual general meeting
Shareholders are advised that the Annual Report for the financial year ended 31 March 2018
was distributed to shareholders today. The Annual Report incorporates the notice of annual
general meeting, which meeting will be held at Vodacom World, 082 Vodacom Boulevard,
Midrand at 10:00 on Friday 17 August 2018.
Last day to trade in order to be eligible to attend, speak and vote at the annual general meeting
is Monday 6 August 2018.
Record date in order to attend, speak and vote at the annual general meeting is Friday
10 August 2018.
General meeting
Shareholders are advised that a circular to shareholders, incorporating the notice of the general
meeting, was distributed to shareholders today. A general meeting of shareholders will be held
immediately after the conclusion of the annual general meeting, at approximately 11:00 at
Vodacom World, 082 Vodacom Boulevard, Midrand on Friday 17 August 2018, for the purposes
of considering, and if deemed fit, approving the resolutions to enable the implementation of the
BEE transaction.
Last day to trade in order to be eligible to attend, speak and vote at the general meeting is
Monday 6 August 2018.
Record date in order to attend, speak and vote at the general meeting is Friday 10 August 2018.
5. Salient dates and times
The following important dates and times stated in the table below relating to the BEE transaction
should be noted.
2018
Announcement regarding the BEE transaction released on Monday 11 June
SENS
Announcement regarding the BEE transaction published in the Tuesday 12 June
South African press
Record date for posting the circular Friday 6 July
Circular incorporating notice of general meeting posted to Wednesday 18 July
shareholders and announced on SENS
Notice of availability of the circular (for physical collection and Wednesday, 18 July
download), SMS'ed and published on SENS
Notice of availability of the circular (for physical collection and Friday 20 July
download), published in the South African press
Last day to trade in order to be eligible to attend and vote at Monday 6 August
the general meeting
Record date for attending and voting at the general meeting Friday 10 August
Recommended day to lodge forms of proxy in respect of the Thursday 16 August
general meeting by 11:00
General meeting of shareholders to be held immediately after Friday 17 August
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
Results of general meeting released on SENS Friday 17 August
if no YeboYethu shareholders give notice of their
intention to exercise appraisal rights and/or do, but fail to
attend and vote against the appraisal resolutions
Declaration of special dividend Wednesday 22 August
Finalisation date for the special dividend Wednesday 29 August
Last day to trade in order to be eligible to receive the special Wednesday 5 September
dividend
YeboYethu ordinary shares trade ex-special dividend Thursday 6 September
Estimated date of fulfilment of the general transaction Friday 7 September
conditions, on or about
First implementation day on or about Monday 10 September
Conversion of YeboYethu N shares Monday 10 September
Issue of additional YeboYethu ordinary shares Monday 10 September
Special dividend record date Monday 10 September
YeboYethu issues class A preference shares, and class B Thursday 13 September
preference shares
Special dividend payment date Thursday 13 September
Dissenting shareholder salient dates
Last date on which shareholders who voted against the s112 Friday 24 August
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
Last date on which shareholders who voted against the s112 Friday 31 August
disposal resolution can make application to court in terms of
section 115(3)(b) of the Act (if applicable), on
Last date for YeboYethu to send notice of adoption of the Friday 31 August
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
Declaration of special dividend Wednesday 5 September
Finalisation date for the special dividend Wednesday 12 September
Last day to trade in order to be eligible to receive the special Wednesday 19 September
dividend
if any YeboYethu shareholders give notice of their
intention to exercise appraisal rights and attend and vote
against the appraisal resolutions
YeboYethu ordinary shares trade ex-special dividend Thursday 20 September
Expected last date for dissenting shareholders to exercise Friday 21 September
their appraisal rights, on or about
First implementation day, on or about Tuesday 25 September
Conversion of YeboYethu N shares Tuesday 25 September
Issue of additional YeboYethu ordinary shares Tuesday 25 September
Special dividend record date Tuesday 25 September
YeboYethu issues class A preference shares, and class B Friday 28 September
preference shares
Special dividend payment date Friday 28 September
Notes:
1. The dates and times indicated in the table above are subject to change. Any such changes will be released on SENS
and in the South African press.
2. All times referred to in this announcement are references to South African standard time.
3. Proxy forms should be forwarded to be received for the orderly arrangement of matters on the date of the annual
general meeting and general meeting, respectively, (but not required) by the company’s transfer secretaries, for
administrative purposes, by 10:00 on Thursday 16 August 2018 in respect of the annual general meeting and by
11:00 on Thursday 16 August 2018 in respect of the general meeting. (or alternatively to be handed to the
chairperson of the annual general meeting and general meeting, respectively, prior to its commencement).
6. Responsibility statement of the Vodacom board of directors
The circular to YeboYethu shareholders omitted a statement from Vodacom accepting
responsibility for the information therein, insofar as it relates to Vodacom. As such, following
agreement with the Takeover Regulation Panel, this statement is made below:
The board of directors of Vodacom, individually and collectively, accept full responsibility for the
accuracy of the information provided in relation to Vodacom in the YeboYethu circular and certify
that, to the best of their knowledge and belief, no facts have been omitted that would make any
statement in this circular false or misleading and have made all reasonable enquiries to
ascertain such facts.
This announcement must be read in conjunction with the circular and it will be available on the
YeboYethu website via the following links:
https://www.yeboyethu.co.za/pdf/2018/circulars/yy-new-bbbee-transaction.pdf; and
http://www.yeboyethu.co.za/announcements.php.
Midrand
18 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: 18/07/2018 05:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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