Vodafone : Result of placing of ordinary shares in Vodacom

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

6 September 2017

Result of placing of ordinary shares in Vodacom

Further to the announcement released on 5 September 2017 regarding the proposed placing of ordinary shares in Vodacom Group Limited ('Vodacom') to institutional investors by way of an accelerated bookbuild process (the 'Placing'), Vodafone Group Plc ('Vodafone Group') announces that its wholly owned subsidiary, Vodafone International Holdings B.V. ('Vodafone'), has sold an aggregate of 90 million ordinary shares in Vodacom ('Placing Shares') at a price of ZAR 165 per ordinary share, raising gross proceeds of ZAR 14,850 million (approximately €962 million).

Following the completion of the Placing, Vodafone Group will indirectly own 1,110,629,881 ordinary shares in Vodacom, representing approximately 64.5% of Vodacom's ordinary share capital.

In connection with the Placing, Vodafone has agreed not to sell, distribute or otherwise dispose of any ordinary shares in Vodacom that are not sold in the Placing for a period of 90 days after completion of the Placing, subject to consent by the Joint Bookrunners.

Settlement and delivery of the Placing Shares is expected to occur on the Johannesburg Stock Exchange on 11 September 2017 (T+3).

Enquiries

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.

About Vodafone Group

Vodafone Group is one of the world's largest telecommunications companies and provides a range of services including voice, messaging, data and fixed communications. Vodafone Group has mobile operations in 26 countries, partners with mobile networks in 49 more, and fixed broadband operations in 19 markets. As of 30 June 2017, Vodafone Group had 523.5 million mobile customers and 18.5 million fixed broadband customers, including India and all of the customers in Vodafone's joint ventures and associates. For more information, please visit: www.vodafone.com

About Vodacom

Vodacom is a leading African mobile communication company providing a wide range of communication services including mobile voice, messaging, data and converged services to over 66 million customers. Vodacom has mobile network operations in South Africa, Lesotho, Tanzania, the DRC and Mozambique. Through Vodacom Business Africa, Vodacom also offer business managed services to enterprises in over 30 countries across the continent.

IMPORTANT NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction where the publication, distribution or release of this announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction where such offer or solicitation would be unlawful. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered, sold or transferred, directly or indirectly, within the United States, absent registration under or pursuant to an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as 'relevant persons'). Persons in the United Kingdom who are not relevant persons and persons in other Relevant Member States who are not Qualified Investors should not take any action on the basis of this announcement and should not act or rely on it.

In South Africa, the Placing will only be made by way of separate private placements to (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 71 of 2008, as amended ('South African Companies Act') and (ii) selected persons, acting as principal, acquiring Placing Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies ('South African Qualifying Investors'). This announcement is only being made available to such South African Qualifying Investors. Accordingly: (i) the Placing is not an offer to the public as contemplated in the South African Companies Act; (ii) this announcement does not, nor does it intend to, constitute a 'registered prospectus', as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ('CIPC') in respect of the Placing. As a result, this announcement does not comply with the substance and form requirements for a prospectus set out in the South African Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African authority.

The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ('FAIS Act') and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placing Shares or in relation to the business or future investments of Vodacom is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Vodafone Group, Vodafone and Vodacom are not financial services providers licensed as such under the FAIS Act.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Vodacom and Vodacom's shares. Such information has not been independently verified. 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.

No representation or warranty, express or implied, is made by any of UBS and Morgan Stanley or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement or such publicly available information, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future, and accordingly none of UBS and Morgan Stanley or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Vodacom, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Placing, UBS and Morgan Stanley or any of their respective affiliates acting as an investor for their own account may take up as a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and other securities of Vodacom or related investments in connection with the Placing or otherwise. In addition, UBS and Morgan Stanley or any of their respective affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which UBS and Morgan Stanley (or any of their respective affiliates) may from time to time acquire, hold or dispose of Placing Shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by UBS and Morgan Stanley and any of their respective affiliates acting as investors for their own accounts. UBS and Morgan Stanley do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Vodacom or Vodacom's shares. The price of the Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

Each of UBS Limited and Morgan Stanley & Co. International plc, which are authorised by the Prudential Regulatory Authority ('PRA') and regulated by the Financial Conduct Authority and the PRA, are acting on behalf of Vodafone only in connection with the Placing and no one else, and will not be responsible to anyone other than Vodafone for providing the protections offered to clients of UBS Limited and Morgan Stanley & Co. International plc nor for providing advice in relation to the Placing Shares or the Placing.