Authority) regarding the proposed sale and unbundling of Telkom SA Limited's
shares in the Vodacom Group (Proprietary)
16 April 2009
The Authority would like to inform members of the public of its decision
regarding the above matter and the reasons for the Authority's decision in
relation thereto.
On 5 February 2009, Vodacom (Proprietary) Limited ("Vodacom") notified the
Authority of a transaction involving the transfer of the shares held by Telkom
SA Limited ("Telkom") in Vodacom Group (Proprietary) Limited ("Vodacom Group"),
which is the holding company of Vodacom. The Authority subsequently requested
detailed documentation from Vodacom in this regard.
The following can be deduced from the documentation and information provided
by Vodacom to the Authority:
2.1. Vodafone Group plc ("Vodafone") will indirectly increase its stake in
Vodacom through the acquisition by Vodafone Holdings SA (Proprietary) Limited
of an additional 15% ownership interest in the issued share capital of Vodacom
Group from Telkom. This will result in Vodafone having beneficial ownership of
65% of the shares in Vodacom Group and an effective shareholding interest in
Vodacom of approximately 60,9%.
2.2. The issued ordinary shares of Vodacom Group will be listed on the JSE
Limited ("JSE").
2.3. Telkom will unbundle its remaining 35% shareholding in the Vodacom
Group through a distribution to Telkom shareholders, thereby resulting in a
direct holding by those Telkom shareholders of their shares in Vodacom
Group.
The Authority has decided to accept the notification received from Vodacom
and not to require Vodacom to seek the Authorityâs approval in respect of the
transaction. In reaching its decision, the Authority considered the Ownership
and Control Regulations, 2002, which remain in effect in terms of section 95(2)
of the ECA.
The Ownership and Control Regulations indicate that the Authority can only
intervene, that is, through an approval process, in a transaction for the
transfer of beneficial ownership of shares in a licensee on condition that,
amongst other factors, a "control interest" (as defined in the Ownership and
Control Regulations) in the licensee has been transferred from one person to
another and a market concentration exists.
The Authority could not establish that a transfer of control interest has
occurred in the transaction or that a market concentration exists in the market
in which Vodacom operates in light of the fact that several individual ECS AND
ECNS licences have now been issued by the Authority.
The Authority is fully aware that any transaction of this magnitude is
likely to raise a range of public interest issues. However, the Authority has
decided to deal with public interest issues within the context of the existing
Ownership and Control Regulations and the Electronic Communications Act.
For more information contact:
Sekgoela Sekgoela
Tel: 011 566 3455
Fax: 011 566 3456
Cell: 079 492 3450
E-mail: ssekgoela@icasa.org.za
Issued by: Independent Communications Authority of South Africa
16 April 2009
