Increased interest in Vodacom

Vodafone Group Plc 04 November 2005 Not for release, publication or distribution in or into the United States or Canada 4 November 2005 VODAFONE TO INCREASE INTEREST IN VODACOM Further to its announcement yesterday, Vodafone announces that it has agreed to purchase the 35.5 million 'B' ordinary shares ('B' Shares) in VenFin Limited ('VenFin') currently owned by the Rembrandt Trust (Pty) Limited at a price of R47.25 per 'B' Share. The acquisition of the 'B' Shares would give Vodafone a 46.5% voting interest and an 8.0% economic interest in VenFin whose principal asset is a 15% stake in Vodacom. Commenting on the transaction, Arun Sarin, Chief Executive of Vodafone said: 'Vodacom has been a highly successful investment for Vodafone and the company is the established number one mobile operator in South Africa. This transaction enables us to enhance and protect our position by increasing our stake in a high growth business with good cash returns. There are highly attractive opportunities throughout Africa, and this move gives us greater opportunity for further expansion in the region.' Purchase of 'B' Shares The acquisition of the 'B' Shares is conditional on an offer to the shareholders of VenFin for their ordinary shares being successful and agreement on the terms of the sale of all the assets and liabilities in VenFin other than Vodacom. These conditions are waivable by Vodafone. The acquisition is also conditional on regulatory approvals. Market purchases and irrevocable undertakings Vodafone confirms that yesterday it purchased 4.6 million ordinary shares in VenFin in the market at prices below R47.25. This represents 1.0% of the economic interest and 0.6% of the voting interest of VenFin. Vodafone has received irrevocable undertakings to accept an offer for the Ordinary shares from shareholders holding 192.9 million shares in VenFin representing 43.4% of the economic interest and 25.2% of the voting interest of VenFin. Together with the market purchases these represent 44.4% of the economic interest and 25.8% of the voting interest in VenFin. When aggregated with the 'B' shares which Vodafone has conditionally acquired, this represents 52.4% of the economic interest and 72.3% of the voting interest in VenFin. A further announcement will be made in due course -ends- For further information: Vodafone Group Investor Relations Media Relations Telephone: +44 (0) 1635 664447 Telephone: +44 (0) 1635 664444 Notes to Editors About Vodafone Vodafone is the world's leading mobile telecommunications group with operations in 27 countries across 5 continents with over 165 million proportionate customers worldwide as at 30 June 2005 as well as 14 partner networks. For further information, please visit www.vodafone.com. About Rembrandt Trust Rembrandt Trust controls 100% of the unlisted B Ordinary shares in VenFin. Johann Rupert is the director of the trust which also controls 100% of the unlisted B ordinary shares in South African listed investment company Remgro Limited. Rembrandt Trust also owns all the unlisted A ordinary shares of M&I, the company which provides management services to both VenFin and Remgro. About Vodacom Vodacom is a South African based pan-African cellular communications company providing GSM services to over 17 million customers in South Africa, Tanzania, Lesotho, Mozambique and the Democratic Republic of Congo. Vodacom's South African operations also offer a UMTS or 3G service. Vodacom is currently owned by Telkom 50%, Vodafone 35% and VenFin 15%. For further information, please visit www.vodacom.co.za. About VenFin VenFin is an investment holding company listed on the JSE, focused on investments in telecommunications, technology, media, financial and risk services and other private equity businesses and start-up opportunities. For further information, please visit www.venfin.co.za. Important information Any offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or Canada and the offer is not capable of acceptance by any such use, means, instrumentality or facility or from within the United States or Canada. Accordingly, neither copies of this announcement nor any related offer documentation are being or may be mailed or otherwise distributed or sent in or into or from the United States or Canada. Cautionary statement regarding forward looking - statements This press release contains certain 'forward-looking statements' with respect to our expectations and plans, strategy, management's objectives, future performance, costs, revenues, earnings and other trend information, including statements relating to expected benefits associated with the transaction, plans with respect to the transaction, and expectations with respect to long-term shareholder value growth and the actions of credit rating agencies. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'will', 'expects', 'believes', 'intends', 'plans', 'targets', 'goal' or 'estimates'. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: regulatory and merger control approvals that may require acceptance of conditions with potential adverse impacts; risk involving our ability to realise expected synergies and benefits associated with the transaction, including benefits associated with 3G, GPRS and Vodafone live!TM and other services; the impact of legal or other proceedings; the risk that ARPUs may decline or may decline more dramatically than expected; the risk that credit rating agencies downgrade or give other negative guidance with respect to our debt securities which may increase our financing costs; and the risk that, upon completion of the transaction, we discover additional information relating to VenFin's business leading to unanticpated costs, charges or write-offs or with other negative implications. In addition to the factors noted above, please refer to Vodafone's annual reports for additional factors, risks and uncertainties that could cause actual results and developments to differ materially from the expectations disclosed or implied within the forward-looking statements made herein. No assurances can be given that they forward-looking statements in this release will be realised. All written or oral forward-looking statements attributable to Vodafone Group Plc, any members of Vodafone Group or persons acting on our behalf are expressly qualified in their entirety by the factors referred to above. Vodafone Group Plc does not undertake, and specifically disclaims, any obligation to update or revise these forward-looking statements, whether as a result of new information, future developments or otherwise. This information is provided by RNS The company news service from the London Stock Exchange RFGMGMMFLGKZZ
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