YEBOYETHU (RF) LIMITED - YYLBEE - Update: Proposed BBBEE transaction, issuance of circular, annual report and notice of AGM and GM

Release Date: 18/07/2018 17:14
Code(s): YYLBEE
 
Wrap Text
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)

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