Vodacom Group’s Acquisition of Vodafone Egypt Approved by its Shareholders

Vodacom Group’s proposed acquisition of a 55% stake in Vodafone Egypt cleared a crucial hurdle when Vodacom minority shareholders overwhelmingly voted in favour of the transaction. At a General Meeting, shareholders also approved resolutions that pave the way to fund the circa R41 billion (US$2.738 billion) transaction.

Subject to the final outstanding regulatory approvals, Vodacom will fund the acquisition of Vodafone Group plc’s 55% stake in Vodafone Egypt by issuing 242 million new ordinary shares at R135.75 per share in addition to around R8.2 billion (US$548 million) in cash.

“This is an exciting and important milestone for Vodacom as the acquisition of Vodafone Egypt will be transformational in our evolution from a telco to a techco. This is a transaction that presents significant diversification and growth opportunities for our shareholders. With over 80% of Egypt’s 100 million population unbanked, Vodacom sees enormous potential to leverage our financial services platforms, global partnerships and best practices in a significant market.”

Shameel Joosub, CEO, Vodacom Group

Vodacom continues to work towards closing the transaction before the end of its financial year March 2022. However, the deal remains conditional upon receipt of certain approvals from the JSE, the National Telecom Regulatory Authority of Egypt (NTRA) and Egypt’s Financial Regulatory Authority (FRA).

Given the related-party nature of the transaction, Vodacom has ensured appropriate governance controls were put in place so that the deal is executed and concluded on an arm’s length basis. As a result, Vodafone, which currently holds a 60.5% stake in Vodacom Group, was precluded from voting on the approval of the transaction at the General Meeting.

Results of the General Meeting:

• Ordinary resolution number 1 – approval of the transaction: 99% in favour. For the purposes of JSE listing requirements, the votes of Vodafone plc are excluded.
• Ordinary resolution number 2 – approval of the consideration shares: 99.58% in favour.
• Special resolution – granting authority to issue consideration shares to the sellers: 99.58% in favour.