SENS
Vodacom Group - Trading statement for the quarter ended 30 June 2010
Thursday, 22nd July 2010
VOD
VOD - Vodacom Group - Trading statement for the quarter ended 30 June 2010
Vodacom Group Limited
Incorporated in the Republic of South Africa
(`Vodacom Group' or `Vodacom')
Registration number 1993/005461/06
Share code: VOD & ISIN: ZAE000132577
News release
22 July 2010
TRADING STATEMENT FOR THE QUARTER ENDED 30 JUNE 2010
Key highlights
* Robust South African performance
- Service revenue up 4.4% (8.2% excluding the MTR impact)
- 15.7% increase in the contract customer base
- Prepaid customer growth impacted by a change in the
disconnection policy and RICA (note 1)
* Excellent progress in mobile broadband
- 43.2% growth in Group data revenue to R1 350 million
(33.9% excluding rule change)(note 2)
- 54.5% increase in South African data traffic
- Continued investment in mobile broadband and fibre
networks
* International operations slowly recovering
- Almost one million net customer additions
- Revenue in constant currency stable on prior year
Pieter Uys, Chief Executive Officer, commented:
"This was a positive start to our financial year with
overall Group service revenue increasing 3.1% in constant
currency. Our continued focus on broadband leadership paid
off with Group data revenue growing 43.2%.
Excluding the impact of mobile termination rates (`MTRs'),
South Africa's service revenue growth of 8.2% reflected
robust growth in data revenue and gains on the voice side.
Lower MTRs had a negative impact of approximately R393
million on revenue in the quarter. We pressed ahead with
actions to deliver greater value to customers launching
prepaid promotions and reducing data and voice contract
tariffs.
We are pleased to see that the actions we have taken in
our key international markets are slowly paying off. We
added almost one million customers in the quarter and
revenue in constant currency was stable year on year."
Notes:
1. Regulation of Interception of Communications and
Provision of Communication-Relation Information Act.
2. 60-day carry over rule introduced in May 2009 for data
packages.
Group
Group revenue and service revenue for the three months
ended 30 June 2010 increased in constant currency by 3.0%
and 3.1% respectively, with continued robust performance
in South Africa and a 43.2% growth in Group data revenue.
The South African rand strengthened against all the other
functional currencies in the international operations,
resulting in lower reported Group revenue growth of 0.7%
and service revenue growth of 0.6%. The South African
mobile operations contributed 87.2% (March 2010: 87.4%) of
Group revenue.
Group customers increased 1.1 million in the quarter,
excluding the reduction of 3.3 million call-forward SIMs
in South Africa on 1 April 2010, as discussed below,
resulting in total Group mobile customers of 37.7 million
at 30 June 2010. The South African mobile operations
contributed 61.4% (March 2010: 65.8%) of Group total
mobile customers at 30 June 2010.
South Africa
The South African operations posted solid revenue growth
of 3.8% to R12 567 million, despite the 18.3% decline in
interconnect revenue. Service revenue growth of 8.2%
(excluding the impact of MTRs) was supported by the
increasing contribution from data revenue which now
comprises 11.9% of service revenue. Data revenue increased 43.2% to R1 307
million due to data traffic growth of 54.5%, which was driven by more than 50%
growth in smartphones, lower device and usage prices and improved coverage
through continued investment in 3G and fibre networks. Data revenue growth was
impacted by the change in the data carry-over rule in the prior year, excluding
this impact data revenue growth was 33.8%.
The South African customer base declined by 3.1 million to
23.2 million in the quarter mainly due to the change in
the disconnection policy of 13 months to seven months for
call-forward SIMs. Excluding the impact of the
disconnection policy, prepaid customers declined by 11.9%
year on year due to RICA. Prepaid ARPU increased 19.7% to
R79 largely as a result of the lower customer base.
Contract customer growth remained strong, up 15.7% to 4.7
million customers, now representing 20.2% of the South
African customer base (March 2010: 17.1%). Contract ARPU
declined 7.4% to R411 due to the strong growth of
lower-end contract packages and reduced out-of-bundle
spend.
During the quarter, various new value offerings were
introduced such as free contract bundle minutes and lower
prepaid tariff plans, resulting in an increase in outgoing
traffic of 4.6% (excluding Night shift and Extra time free
minutes).
International
The international operations recorded strong customer
growth of 15.8% year on year to 14.6 million, adding
almost one million customers in the quarter mainly from
Tanzania where the market has responded well to the newly
introduced tariff plans.
Revenue in the international mobile operations in constant
currency declined by 0.4%. Including the effect of
foreign exchange movements, revenue declined 14.5% to R1
922 million. The international segment revenue has been
restated to include Gateway of R709 million (US$94
million) in the quarter.
The quarterly information has not been audited or reviewed
by Vodacom's external auditors.
Revenue for the quarters ended
June March June
2010 2010 2009
Rm
South Africa 12 567 12 621 12 107
International(1) 1 922 1 880 2 247
Corporate and eliminations (83) (66) (50)
Total revenue 14 406 14 435 14 304
Year on year Quarterly
% change % change
Rm
South Africa 3.8 (0.4)
International(1) (14.5) 2.2
Corporate and eliminations (66.0) (25.8)
Total revenue 0.7 (0.2)
Key performance indicators for the quarters ended
South Africa
June March June
2010 2010 2009
Customers (thousand)(2) 23 161 26 262 28 735
Prepaid(6) 18 489 21 765 24 696
Contract 4 672 4 497 4 039
Churn (%)(3) 87.2 42.9 34.1
Prepaid(6) 105.0 49.6 38.3
Contract 9.5 9.1 9.2
Traffic (millions of
minutes)(4) 6 371 6 379 6 896
Outgoing 4 442 4 434 4 966
Incoming 1 929 1 945 1 930
Total ARPU (rand per
month)(5) 148 140 123
Prepaid(6) 79 74 66
Contract 411 436 444
Year on year Quarterly
% change % change
Customers (thousand)(2) (19.4) (11.8)
Prepaid(6) (25.1) (15.1)
Contract 15.7 3.9
Churn (%)(3)
Prepaid(6)
Contract
Traffic (millions of
minutes)(4) (7.6) (0.1)
Outgoing (10.6) 0.2
Incoming (0.1) (0.8)
Total ARPU (rand per month)(5) 20.3 5.7
Prepaid(6) 19.7 6.8
Contract (7.4) (5.7)
International
June March June
2010 2010 2009
Customers (thousand)(2) 14 561 13 630 12 571
Tanzania 8 009 7 270 5 917
DRC(7) 3 419 3 353 4 182
Mozambique 2 411 2 329 1 925
Lesotho 722 678 547
Churn (%)(3)
Tanzania 42.9 42.3 47.9
DRC(7) 77.5 50.9 59.8
Mozambique 76.9 68.9 48.3
Lesotho 17.2 17.4 20.0
Total ARPU (rand per
month)(5)
Tanzania 22 25 35
DRC(7) 39 31 39
Mozambique 22 23 36
Lesotho 62 63 65
Total ARPU (local
currency)(5)
Tanzania (Tanzanian
shilling) 4 127 4 472 5 511
DRC (USD)(7) 5.2 4.3 4.7
Mozambique (Metical) 98 96 114
Year on year Quarterly
% change % change
Customers (thousand)(2) 15.8 6.8
Tanzania 35.4 10.2
DRC(7) (18.2) 2.0
Mozambique 25.2 3.5
Lesotho 32.0 6.5
Churn (%)(3)
Tanzania
DRC(7)
Mozambique
Lesotho
Total ARPU (rand per month)(5)
Tanzania (37.1) (12.0)
DRC(7) - 25.8
Mozambique (38.9) (4.3)
Lesotho (4.6) (1.6)
Total ARPU (local currency)(5)
Tanzania (Tanzanian shilling) (25.1) (7.7)
DRC (USD)(7) 10.6 20.9
Mozambique (Metical) (14.0) 2.1
Historical key performance indicators for the quarters
ended
Revenue
June March December
Rm 2010 2010 2009
South Africa 12 567 12 621 13 439
International(1) 1 922 1 880 2 049
Corporate and
eliminations (83) (66) (63)
Total revenue 14 406 14 435 15 425
September June
Rm 2009 2009
South Africa 12 264 12 107
International(1) 2 194 2 247
Corporate and eliminations (87) (50)
Total revenue 14 371 14 304
March December
Rm 2009 2008
South Africa 12 420 12 503
International(1) 2 479 2 093
Corporate and eliminations (103) (40)
Total revenue 14 796 14 556
South Africa
June March December
2010 2010 2009
Customers (thousand)(2) 23 161 26 262 27 102
Prepaid(6) 18 489 21 765 22 753
Contract 4 672 4 497 4 349
Churn (%)(3) 87.2 42.9 41.5
Prepaid(6) 105.0 49.6 47.5
Contract 9.5 9.1 8.8
Traffic (millions of
minutes)(4) 6 371 6 379 6 655
Outgoing 4 442 4 434 4 632
Incoming 1 929 1 945 2 023
Total ARPU (rand per
month)(5) 148 140 140
Prepaid(6) 79 74 76
Contract 411 436 455
September June
2009 2009
Customers (thousand)(2) 28 204 28 735
Prepaid(6) 24 045 24 696
Contract 4 159 4 039
Churn (%)(3) 35.6 34.1
Prepaid(6) 40.1 38.3
Contract 8.2 9.2
Traffic (millions of minutes)(4) 6 745 6 896
Outgoing 4 760 4 966
Incoming 1 985 1 930
Total ARPU (rand per month)(5) 125 123
Prepaid(6) 66 66
Contract 461 444
March December
2009 2008
Customers (thousand)(2) 27 625 26 450
Prepaid(6) 23 679 22 583
Contract 3 946 3 867
Churn (%)(3) 36.5 39.4
Prepaid(6) 40.9 44.6
Contract 10.5 9.9
Traffic (millions of minutes)(4) 6 189 6 402
Outgoing 4 225 4 382
Incoming 1 964 2 020
Total ARPU (rand per month)(5) 129 140
Prepaid(6) 67 77
Contract 460 473
International
June March December
2010 2010 2009
Customers (thousand)(2) 14 561 13 630 13 352
Tanzania 8 009 7 270 6 878
DRC(7) 3 419 3 353 3 522
Mozambique 2 411 2 329 2 312
Lesotho 722 678 640
Churn (%)(3)
Tanzania 42.9 42.3 43.3
DRC(7) 77.5 50.9 157.5
Mozambique 76.9 68.9 61.1
Lesotho 17.2 17.4 19.5
Total ARPU (rand per
month)(5)
Tanzania 22 25 28
DRC(7) 39 31 35
Mozambique 22 23 27
Lesotho 62 63 73
Total ARPU (local
currency)(5)
Tanzania (Tanzanian
shilling) 4 127 4 472 5 060
DRC (USD)(7) 5.2 4.3 4.7
Mozambique (Metical) 98 96 109
September June
2009 2009
Customers (thousand)(2) 13 384 12 571
Tanzania 6 260 5 917
DRC(7) 4 404 4 182
Mozambique 2 134 1 925
Lesotho 586 547
Churn (%)(3)
Tanzania 48.6 47.9
DRC(7) 57.1 59.8
Mozambique 66.1 48.3
Lesotho 20.8 20.0
Total ARPU (rand per month)(5)
Tanzania 31 35
DRC(7) 39 39
Mozambique 34 36
Lesotho 68 65
Total ARPU (local currency)(5)
Tanzania (Tanzanian shilling) 5 246 5 511
DRC (USD)(7) 4.9 4.7
Mozambique (Metical) 119 114
March December
2009 2008
Customers (thousand)(2) 11 989 11 321
Tanzania 5 667 5 355
DRC(7) 4 170 4 042
Mozambique 1 634 1 435
Lesotho 518 489
Churn (%)(3)
Tanzania 43.3 41.0
DRC(7) 48.8 46.2
Mozambique 59.1 73.1
Lesotho 18.2 21.1
Total ARPU (rand per month)(5)
Tanzania 43 54
DRC(7) 53 70
Mozambique 44 51
Lesotho 67 75
Total ARPU (local currency)(5)
Tanzania (Tanzanian shilling) 5 729 7 191
DRC (USD)(7) 5.2 7.1
Mozambique (Metical) 117 133
Notes:
1. The international segment revenue has been restated to
include Gateway from 1 April 2010.
2. Customer totals are based on the total number of
customers registered on Vodacom's network, which have
not been disconnected, including inactive customers, at
the end of the period indicated.
3. Churn is calculated by dividing the annualised number
of disconnections during the period by the average
monthly total reported customer base during the period.
4. Traffic comprises total traffic registered on Vodacom's
network, including bundled minutes, promotional minutes
and outgoing international roaming calls, but excluding
national roaming calls, incoming international roaming
calls and calls to free services.
5. Total ARPU is calculated by dividing average monthly
recurring revenue by the average monthly total reported
customers during the period. Total ARPU excludes
revenue from equipment sales and non-service revenue.
Prepaid and contract ARPU only includes recurring
revenue generated from Vodacom customers.
6. South Africa changed its disconnection policy for
call-forward SIMs from 13 months to seven months during
the quarter ended 30 June 2010. Prior period numbers
have not been restated.
7. The DRC changed its disconnection policy from 215 to 90
inactive days during the quarter ended 31 December
2009. Prior period numbers have not been restated.
Revenue for the quarter ended 30 June 2010
South Yoy % International
Africa change
Rm
Mobile voice 6 836 3.8 876
Mobile interconnect 1 639 (18.3) 143
Mobile messaging 778 12.3 53
Mobile data 1 307 43.2 43
Other service
revenue 409 34.5 744
Service revenue 10 969 4.4 1 859
Equipment revenue 1 421 6.9 30
Non-service revenue 177 (35.2) 33
Revenue 12 567 3.8 1 922
Yoy % Corporate/
change Eliminations
Rm
Mobile voice (14.9) -
Mobile interconnect (32.9) (16)
Mobile messaging (29.3) -
Mobile data 43.3 -
Other service revenue (12.0) (54)
Service revenue (15.2) (70)
Equipment revenue (11.8) (6)
Non-service revenue 57.1 (7)
Revenue (14.5) (83)
Group Yoy %
change
Rm
Mobile voice 7 712 1.2
Mobile interconnect 1 766 (19.9)
Mobile messaging 831 8.1
Mobile data 1 350 43.2
Other service revenue 1 099 (4.1)
Service revenue 12 758 0.6
Equipment revenue 1 445 7.0
Non-service revenue 203 (25.9)
Revenue 14 406 0.7
Average quarterly exchange rates
June March June
2010 2010 2009
USD/ZAR 7.55 7.51 8.50
ZAR/MZN 4.52 4.09 3.20
ZAR/TZS 188.02 180.30 157.06
EUR/ZAR 9.60 10.40 11.57
Year on year Quarterly
% change % change
USD/ZAR (11.2) 0.5
ZAR/MZN 41.3 10.5
ZAR/TZS 19.7 4.3
EUR/ZAR (17.0) (7.7)
Investor Relations Media Relations
Belinda Williams Richard Boorman
+27 11 653 5195 +27 11 653 5794
Sponsor: UBS South Africa (Pty) Ltd
Forward-looking statements
This announcement which sets out the trading statement for
Vodacom Group Limited for the quarter ended 30 June 2010
contains `forward-looking statements' with respect to the
Group's financial position, results of operations and
businesses and certain of the Group's plans and
objectives. In particular, such forward-looking statements
include statements relating to: the Group's future
performance; future capital expenditures, acquisitions,
divestitures, expenses, revenue, financial positions,
dividend policy, and future prospects; business and
management strategies relating to the expansion and growth
of the Group; the effects of regulation of the Group's
businesses by governments in the countries in which it
operates; the Group's expectations as to the launch and
roll out dates for products, services or technologies;
expectations regarding the operating environment and
market conditions; growth in customers and usage; and the
rate of dividend growth by the Group.
Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such
words as `will', `anticipates', `aims', `could', `may',
`should', `expects', `believes', `intends', `plans' or
`targets'. 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, involve known
and unknown risks, uncertainties and other facts or
factors which may cause the actual results, performance or
achievements of the Group, or its industry to be
materially different from any results, performance or
achievement expressed or implied by such forward-looking
statements. Forward-looking statements are not guarantees
of future performance and are based on assumptions
regarding the Group's present and future business
strategies and the environments in which it operates now
and in the future.
www.vodacom.com
Date: 22/07/2010 07:05:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - Allocation of forfeitable shares
Monday, 5th July 2010
VOD
VOD - Vodacom Group Limited - Allocation of forfeitable shares
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
Share code VOD & ISIN ZAE000132577
(Vodacom Group" or "the company")
Allocation of forfeitable shares
In accordance with paragraph 3.63 of the JSE Listings Requirements, shareholders
are advised that the following executive directors and company secretary of
Vodacom Group and executive directors of Vodacom (Pty) Limited were awarded
shares in terms of the company's forfeitable share plan, the salient details of
which are set out below:
Name of executive director: PJ Uys
Designation: Chief Executive Officer
Number of forfeitable shares awarded: 138 822 Vodacom shares, of which
89 372 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R8 669 433.90
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of executive director: RA Shuter
Designation: Chief Financial Officer
Number of forfeitable shares awarded: 107 570 Vodacom shares, of which
44 086 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R6 717 746.50
Date of award: 1 July 2010
Clearance: Yes
Nature of transaction: Direct beneficial interest
Name of executive director: MS Aziz Joosub
Designation: Executive Director and managing
director of Vodacom (Pty) Limited
Number of forfeitable shares awarded: 101 508 Vodacom shares, of which
48 005 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R6 339 174.60
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of company secretary: SF Linford
Designation: Group company secretary
Number of forfeitable shares awarded: 21 358 Vodacom shares, of which
3 364 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R1 333 807.10
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: J van der Watt
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive Director: Finance
Number of forfeitable shares awarded: 22 551 Vodacom shares, of which
8 478 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R1 408 309.95
Date of award: 1 July 2010-07-01
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: ADJ Delport
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Engineering & Technology
Number of forfeitable shares awarded: 38 412 Vodacom shares, of which
16 061 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 398 829.40
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: R Kumalo
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Marketing & Commercial
Number of forfeitable shares awarded: 42 676 Vodacom shares, of which
13 867 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 665 116.20
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: NC Nyoka
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Regulatory &
Government Relations
Number of forfeitable shares awarded: 41 707 Vodacom shares, of which
6 695 Vodacom shares are subject
to performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 604 602.15
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: V Jarana
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Regional
Operations
Number of forfeitable shares awarded: 24 225 Vodacom shares, of which
5 450 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.49
Vesting period: Three years from award date
Value: R1 512 851.25
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: M Tyamzashe
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: CSI
Number of forfeitable shares awarded: 33 044 Vodacom shares, of which
5 304 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 063 597.80
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: L Redelinghuys
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Customer Care &
Retentions
Number of forfeitable shares awarded: 23 313 Vodacom shares, of which 5
303 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R1 455 896.85
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: C van Rensburg
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Human Resources
Number of forfeitable shares awarded: 32 122 Vodacom shares, of which 5
304 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 006 018.90
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: SB Hayward
Major subsidiary: Vodacom (Pty) Limited
Designation: Executive director: Vodacom
Business
Number of forfeitable shares awarded: 33 323 Vodacom shares, of which
5 349 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 081 021.35
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
Name of director of major subsidiary: CT Ralebitso
Major subsidiary: Vodacom (Pty) Limited
Designation: Managing director: Vodacom Ventures
Number of forfeitable shares awarded: 33 323 Vodacom shares, of which
5 349 Vodacom shares are subject to
performance conditions;
Average price at which shares were awarded: R62.45
Vesting period: Three years from award date
Value: R2 081 021.35
Date of award: 1 July 2010
Nature of transaction: Direct beneficial interest
Clearance: Yes
These were off-market transactions.
Midrand
Sponsor: UBS South Africa (Pty) Limited
5 July 2010
Date: 05/07/2010 17:34:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - No change statement and notice of annual general
Wednesday, 30th June 2010
VOD
VOD - Vodacom Group Limited - No change statement and notice of annual general
meeting
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
Share code VOD ISIN ZAE000132577
("the company")
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the company's 2010 annual report,
incorporating the audited annual financial statements for the year ended 31
March 2010 was posted to shareholders today and contains no material changes
to the reviewed preliminary results that were announced on SENS and published
in the press on 17 May 2010 and 18 May 2010 respectively.
The 2010 annual report incorporates a notice of annual general meeting,
which meeting will be held in the Bytes Conference Centre, Bytes Business Park,
Block C, 241 Third Road, Halfway Gardens, Midrand, Johannesburg, South Africa
on Friday 30 July 2009 at 11:00 (SA time).
The 2010 annual report is available at www.vodacom.com
Midrand
30 June 2010
Sponsor: UBS South Africa (Pty) Limited
Date: 30/06/2010 17:19:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - Preliminary results for the year ended 31 March
Monday, 17th May 2010
VOD
VOD - Vodacom Group Limited - Preliminary results for the year ended 31 March
2010
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1993/005461/06
(ISIN: ZAE000132577 Share Code: VOD)
(`Vodacom')
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2010
SALIENT FEATURES
* Continued revenue growth despite challenging environment
- 7.1% growth in Group service revenue to R52.0 billion
- Group traffic growth of 11.3% supported by tariff reductions
- RICA impacted negatively on South African customer numbers
- Strong international customer growth
- Pressure from economic climate and currency movements
* Excellent progress in mobile broadband
- 31.9% growth in Group data revenue to R4.5 billion
- 42.3% growth in data customers in South Africa to 1.1 million
- 7.6 million active data users across the Group
* Margins expanded through cost containment steps
- Group EBITDA margin expanded from 32.8% to 33.8%
- 14.5% increase in EBITDA from South African business
- R0.5 billion annual cost efficiency programme launched
- Procurement collaboration with Vodafone yields savings
* Strong growth in HEPS
- HEPS increased 22.3% to 510 cents per share
* Increased shareholder returns driven by robust free cash flow
- 55.2% growth in operating free cash flow to R13.5 billion
- Group capex of R6.6 billion, 11.3% of revenue
- Strong financial position - net debt to EBITDA of 0.6 times
- Final dividend of 175 cents per share
Operating review
The Group's strong results were underpinned by growth in its core mobile and
broadband businesses coupled with tight management of costs and capital
expenditure. Although competitive, economic and regulatory challenges persisted,
Group revenue rose 5.6% to R58 535 million, supported by a 31.9% increase in
Group mobile data revenue.
The Group EBITDA margin rose from 32.8% to 33.8% and EBITDA increased by 8.7% to
R19 782 million as benefits were realised from the implementation of various
cost efficiency projects coupled with procurement synergies through the Vodafone
Group (`Vodafone').
Headline earnings per share (`HEPS') increased 22.3% to 510 cents per share.
Headline earnings growth was flattered by the inclusion of a broad-based black
economic empowerment (`BBBEE') charge of R1 315 million in the prior year. This
was partially offset by R375 million in losses on the remeasurement of financial
instruments and the R489 million reversal of a deferred tax asset largely
recognised and reported on in the six months results to 30 September 2009.
Excluding the impact of these items, adjusted headline earnings per share
increased 12.3% to 568 cents per share.
Cash generation remained strong, with operating free cash flow up 55.2% to R13
489 million. The Group invested R6 636 million in capital expenditure across its
geographies. Vodacom declared a final dividend of 175 cents per share, supported
by the strong cash performance and financial position of the Group.
South Africa
South Africa delivered a robust performance with service revenue up 7.5% to R44
166 million and EBITDA up 14.5% to R18 578 million, reflecting the increasing
contribution of data revenue and success in containing operating costs. Data
revenue increased 32.8% to R4 363 million due to increased penetration of mobile
PC connectivity and mobile internet usage, with data connectivity customers
increasing 42.3% to 1.1 million and overall active data users increasing 29.1%
to 6.2 million.
Customers declined 4.9% to 26.3 million as a result of a 1.9 million reduction
in prepaid customers following the implementation of RICA. Contract customer
growth remained strong, up 14.0% to 4.5 million. Gross connections have improved
steadily from approximately 260 000 in August 2009 to approximately 724 000 in
March 2010 and more than 11 million customers have been registered by year end.
Customer registration together with focused loyalty programmes has resulted in a
further reduction in churn from 40.1% to 38.4%.
Prepaid ARPU remained flat at R70 largely as a result of improved customer mix
offset by lower tariffs. Contract ARPU declined 5.7% due to the successful
conversion of prepaid customers to lower end contract packages, and also reduced
out of bundle spend. Focused price promotions reduced the average effective
price per minute of mobile calls by 7.7% which in turn supported traffic growth
of 9.4%.
During the year under review Vodacom Business continued to build its presence in
the enterprise market, signing contracts totalling more than R800 million with
some of South Africa's largest companies. In conjunction with Vodafone Global
Enterprise, Vodacom Business also secured Deutsche Post DHL as a customer.
Vodacom Business, which now has more than 200 enterprise customers, launched 15
new products during the year and offers a complete portfolio including
outsourced network and ISP services, as well as managed hosting services.
Vodacom continued to make substantial investments in the network, particularly
to enhance quality and support the 58.4% growth in data traffic. Capital
expenditure of R4 573 million was largely allocated to adding a further 462 3G
base stations, increasing base station capability to 14.4 Mbps across the
network, completing the metro fibre rings and upgrading the radio network.
Peak mobile termination rates (`MTRs') were reduced by an initial 28.8% from 1
March 2010 and the regulator is currently in the process of consultation on
further rate cuts. Despite the negative net impact on Vodacom's revenue from
lower MTRs, the Group has responded to affordability concerns by reducing
tariffs. To mitigate the impact of lower MTRs, Vodacom has implemented various
cost efficiency programmes which have contributed partly to the expansion of
EBITDA margin from 34.0% to 36.8% in this year.
International
The international operations continued to record strong customer growth of 13.7%
to 13.6 million. After adjusting for the change in the DRC disconnection policy
from 215 to 90 inactive days, international customer growth was 23.8%. This
policy change resulted in approximately one million disconnections in the DRC.
Tanzania customer growth of 28.3% was fuelled by new pricing plans and
Mozambique and Lesotho posted strong customer growth of 42.5% and 30.9%
respectively.
Despite the increase in customers, revenue growth in the international mobile
operations declined 21.6% to R5 659 million. Excluding the impact of foreign
currency, normalised1 international revenue declined 8.1%. The decline was
largely due to promotions aimed at improving competitiveness in the key markets,
coupled with continued economic pressures. Usage has recently picked up in both
Tanzania and DRC in response to lower prices.
The EBITDA margin in the international operations declined from 25.8% to 15.9%
due to reduced operating profits in Tanzania and the DRC. DRC profitability was
negatively impacted by new and increased taxes and regulatory fees and the
imposition of tax penalties. Various cost efficiency programmes have been put in
place to adjust business structures in these operations to support lower
tariffs.
Vodacom continued to invest in the international operations, supporting the
medium-to-long term growth potential of these businesses with capital
expenditure at R1 945 million (34.9% of revenue). The investment was mainly
focused in Tanzania and Mozambique, where further 3G sites were added to support
the growth in converged services. Tanzania has 428 000 active data customers and
over 371 000 active customers using Vodaphone's M-PESA solutions, the money
transfer service. Vodacom Business was launched in Tanzania in September 2009.
Gateway
Gateway contributed R2 934 million (5.0% of Group revenue) for the year ended 31
March 2010, compared to R808 million from the three months that were
consolidated in the prior year. Overall EBITDA margin declined from 12.4% to
6.9% reflecting reduced mobile traffic and pricing pressure in the Carrier
Services business.
Given the poor trading performance in Carrier Services, the adverse changes in
macroeconomic environment and business plan assumptions, an impairment charge of
R3 039 million was raised in the first half of the year. In the last quarter
Carrier Services revenue remained stable.
The Business Services division continued to post good growth particularly in the
Nigerian market, although some corporate spending was delayed due to the
economic slowdown. In order to consolidate Vodacom's enterprise offerings across
Africa, the Business Services division has now been integrated into Vodacom
Business.
Financial review
Revenue
Revenue rose 5.6% to R58 535 million with continued robust performance in South
Africa offsetting revenue declines in Tanzania and DRC. Revenue growth was
positively affected by the Gateway acquisition (3.6 percentage points), offset
mainly by a negative impact from foreign exchange rate translation (2.0
percentage points). On a normalised2 basis, Group revenue and service revenue
increased by 4.0% and 5.3%, respectively.
Other operating income has been incorporated into revenue to align accounting
practices with the Group's parent, Vodafone. This resulted in a reclassification
of R255 million for the prior year. Vodacom adopted IFRIC 13: Customer Loyalty
programmes (`IFRIC 13') from 1 April 2009, and now accounts for customer loyalty
credits as a separate component of the sales transaction in which they are
granted. Included in service revenue is an expense of R119 million which relates
to prior years in terms of the IFRIC 13 adoption.
Operating costs3
Group operating costs increased by 3.9% to R38 770 million largely due to the
Gateway acquisition. Excluding Gateway, operating costs decreased by 1.4% as a
result of reduced direct costs and marketing and advertising spend.
EBITDA
Group EBITDA increased 8.7% to R19 782 million and the margin expanded from
32.8% in the prior year to 33.8% in March 2010. South African EBITDA was 14.5%
higher at R18 578 million, contributing 93.9% (2009: 89.2%) to Group EBITDA for
the year. EBITDA from the international operations declined 51.6% to R888
million, contributing 4.5% (2009: 10.1%) to Group EBITDA for the year. Group
EBITDA was negatively impacted by increased excise duties and higher indirect
taxes in the international operations coupled with difficult trading conditions
and unfavourable foreign exchange movements. The Group prospectively aligned its
presentation of foreign exchange gains and losses on the revaluation of foreign
denominated trading items with that of its parent by including a gain of R192
million in operating expenses. For prior years, the equivalent exchange loss of
R252 million (2008: R356 million loss) are presented in net finance charges.
Normalised4 EBITDA grew by 9.0%.
Operating profit
Operating profit decreased 6.4% to R11 238 million mainly due to impairment
losses of R3 370 million and a 10.1% increase in depreciation and amortisation.
The prior year operating profit includes the BBBEE charge of R1 315 million.
Normalised5 operating profit increased by 6.8%.
Net finance charges
Net finance charges rose from R1 749 million to R2 272 million for the year
ended 31 March 2010. Finance costs for the year were R1 602 million compared to
R1 459 million a year ago, mainly due to higher average debt as a result of
funding raised for the acquisition of Gateway towards the end of the prior year.
The average cost of debt reduced from 12.7% to 9.0% as a result of lower
interest rates and the benefit of floating rate debt. Net finance charges were
negatively affected by the remeasurement of loans granted of R375 million and a
loss of R396 million mainly relating to forward exchange contracts.
Taxation
The tax expense of R4 745 million for the period was 17.3% higher than in March
2009 due to the increase in profit before tax in South Africa, the derecognition
of the DRC deferred tax asset as well as an increase in withholding taxes,
offset by a decrease in the secondary tax on companies (`STC') charge for the
year. The effective tax rate rose from 39.5% at 31 March 2009 to 53.0% at 31
March 2010, mainly as a result of non-deductible impairment losses of R3 370
million, and unrecognised deferred tax assets.
Earnings
Earnings per share for the period declined 31.1% from 409 cents per share to 282
cents per share, impacted by the impairment losses and the reversal of the DRC's
deferred tax asset of R489 million. Headline earnings per share, which excludes
impairment losses, increased 22.3% to 510 cents per share.
Cash flow
Cash generated from operations grew 23.9% to R19 711 million. Net cash flow
utilised in investing activities decreased from R12 646 million to R6 329
million due to the Gateway acquisition in the prior year. Financing activities
included the repayment of the R3.0 billion short term facility raised for the
Gateway acquisition and new local debt raised to refinance the US$180 million
loan in the DRC. Operating free cash flow was up 55.2% at R13 489 million
resulting in free cash flow of R7 212 million after tax and net finance charges.
Tax paid increased by 15.5% to R4 764 million. Dividends were previously
classified in cash flows from operating activities and are now included in cash
flows utilised in finance activities. Finance income was reclassified to
investing activities and finance costs were reclassified to financing activities
in line with the Group's parent's reporting policies.
Capital expenditure
The Group's capital expenditure for the period was R6 636 million, 3.9% less
than a year ago. Capital expenditure of R4 573 million (9.1% of revenue) in
South Africa largely related to transmission spend and the radio access network
(`RAN') renewal project, where recovered equipment was redeployed, resulting in
lower purchases of equipment. Capital expenditure of R1 945 million (34.9% of
revenue) in the international operations was 19.2% lower (4.6% lower excluding
the impact of foreign exchange translation) mainly due to a significant
reduction in capital expenditure in the DRC offset by increased investment in
Tanzania and Mozambique.
Statement of financial position
Property, plant and equipment and intangible assets were negatively impacted by
foreign currency adjustments of R1.9 billion and R1.7 billion, respectively due
to the rand strengthening against functional reporting currencies of the
international markets since 31 March 2009.
Net debt before dividends and STC decreased to R12 161 million, compared to R15
107 million a year ago. The Group's financial position has improved, with the
net debt to EBITDA ratio at 0.6 times at 31 March 2010. 89.6% (2009: 81.5%) of
the debt is denominated in rand. R3 349 million (2009: R7 895 million) of the
debt matures in the next 12 months and 96.3% (2009: 93.0%) of total debt is at
floating rates.
1 Normalised at a constant currency.
2 Normalised to exclude Gateway and at a constant currency.
3 Excluding depreciation, amortisation, impairment losses and the BBBEE charge.
4 Normalised to exclude Gateway, trading foreign exchange and at a constant
currency.
5 Normalised to exclude Gateway, trading foreign exchange, the BBBEE charge and
at a constant currency.
Outlook
A year ago, Vodacom confirmed a four pillar strategy with a strong focus on
operational delivery. During this financial year, the Group executed in
accordance with this strategy and finished the year in a stronger position in
terms of customer value management, broadband leadership and cost management.
Building on the successes of this year, we aim to increase usage through the
roll-out of new offerings that deliver better value to customers. Similarly we
expect continued strong uptake in mobile data and broadband services, with data
usage penetration amongst active customers currently only at 26%. In the
converged data arena, the completion of fibre rings in all major South African
cities, the launch of Metro Ethernet in key urban areas and the enhanced product
offerings all provide a good basis from which to increase our share of the
enterprise ICT market.
Cost management will be a focus area as we aim to preserve our economics in the
face of increasing MTR and tariff pressures. We are targeting R0.5 billion in
cost savings in the 2011 financial year from areas including distribution,
sponsorships and network optimisation.
The approved capital expenditure budget for fiscal 2011 is R7.4 billion, of
which R5.1 billion is allocated to South Africa. Capital expenditure will focus
on accelerating mobile broadband coverage and self-provisioning of transmission
to improve the quality of our service and support continued growth in the data
and enterprise businesses.
Given the strong financial position and cash flow generation of the Group, the
Board has decided to increase the dividend payout ratio from 40% to
approximately 60% of headline earnings for the year ended March 2011.
Offsetting the growth opportunities we have created, continued competitive and
regulatory pressures are likely to limit revenue growth in the medium term to
below current levels. However, through our ongoing focus on operational
delivery, we expect continued margin improvement.
The steps taken during the year to refocus the business, place Vodacom in a good
position to benefit from a likely improvement in economic conditions in the year
ahead.
The information in this outlook statement has not been audited or reviewed by
Vodacom's external auditors.
For and on behalf of the Board
Peter Moyo Pieter Uys Rob Shuter
Non-executive Chief Executive Chief Financial
Chairman Officer Officer
13 May 2010
Midrand
Condensed consolidated income statement
for the year ended 31 March
2010 2009 2008
Rm Rm Rm
Notes Reviewed Audited Audited
Revenue 3 58 535 55 442 48 334
Direct costs (26 774) (26 224) (22 902)
Staff expenses (4 291) (3 686) (2 975)
Marketing and (1 728) (1 793) (1 452)
advertising expenses
Broad-based black - (1 315) -
economic empowerment
charge
Other operating expenses (5 977) (5 624) (4 573)
Depreciation and (5 157) (4 683) (3 911)
amortisation
Impairment losses 4 (3 370) (112) (30)
Operating profit 11 238 12 005 12 491
Finance income 124 108 72
Finance costs (1 602) (1 459) (681)
(Loss)/Gain on
remeasurement and
disposal of
financial instruments (794) (398) 185
Loss from associate (21) (19) -
Profit before tax 8 945 10 237 12 067
Taxation (4 745) (4 045) (4 109)
Net profit 4 200 6 192 7 958
Attributable to:
Equity shareholders 4 196 6 089 7 811
Non-controlling 4 103 147
interests
4 200 6 192 7 958
2010 2009 2008
Cents Cents Cents
Reviewed Audited Audited
Basic earnings per share 5 282.3 409.2 525.0
Diluted earnings per 5 282.0 409.2 525.0
share
Condensed consolidated statement of comprehensive income
for the year ended 31 March
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
Net profit 4 200 6 192 7 958
Other comprehensive income:
Foreign currency translation (2 665) 405 130
differences, net of tax
Fair value adjustments on available- - (17) 17
for-sale financial assets, net of
tax
Other, net of tax - (9) -
Total comprehensive income 1 535 6 571 8 105
Attributable to:
Equity shareholders 1 645 6 437 7 916
Non-controlling interests (110) 134 189
1 535 6 571 8 105
Condensed consolidated statement of financial position
as at 31 March
2010 2009 2008
Rm Rm Rm
Notes Reviewed Audited Audited
ASSETS
Non-current assets 29 131 35 224 24 468
Property, plant and 21 383 21 844 19 120
equipment
Intangible assets 6 673 11 794 4 224
Financial assets 181 303 244
Trade and other receivables 231 241 336
Finance lease receivables 408 259 89
Deferred tax 255 783 455
Current assets 12 560 12 135 9 707
Financial assets 153 203 138
Inventory 707 653 637
Trade and other receivables 10 024 9 843 7 831
Finance lease receivables 262 268 123
Tax receivable 353 64 -
Cash and cash equivalents 1 061 1 104 978
Total assets 41 691 47 359 34 175
EQUITY AND LIABILITIES
Fully paid share capital * * *
Treasury shares (422) - -
Retained earnings 14 832 12 265 11 393
Other reserves (672) 1 752 9
Equity attributable to 13 738 14 017 11 402
owners of the parent
Non-controlling interests 898 1 081 404
Total equity 14 636 15 098 11 806
Non-current liabilities 11 590 10 430 4 787
Borrowings 11 9 786 8 316 3 032
Trade and other payables 317 388 632
Provisions 436 365 347
Deferred tax 1 051 1 361 776
Current liabilities 15 465 21 831 17 582
Borrowings 11 3 239 7 875 2 959
Trade and other payables 11 714 10 938 10 321
Provisions 193 238 391
Tax payable 203 549 580
Dividends payable 6 2 211 3 190
Bank overdrafts 110 20 141
Total equity and 41 691 47 359 34 175
liabilities
* Fully paid share capital of R100.
Condensed consolidated statement of changes in equity
for the year ended 31 March
Equity Non- Total
attributable controlling equity
to owners interests
of the
parent
Rm Rm Rm
1 April 2007 9 426 221 9 647
Total comprehensive income 7 916 189 8 105
Dividends declared (5 940) (1) (5 941)
Business combinations and
other non-controlling
interests acquisitions - (6) (6)
Non-controlling shares of - 1 1
VM, SA
31 March 2008 - Audited 11 402 404 11 806
Total comprehensive income 6 437 134 6 571
Dividends declared (5 200) (13) (5 213)
Business combinations and
other non-controlling
interests acquisitions (4) 34 30
Share-based payment expense 1 382 522 1 904
31 March 2009 - Audited 14 017 1 081 15 098
Total comprehensive income 1 645 (110) 1 535
Dividends declared1 (1 631) (73) (1 704)
Repurchase of shares (422) - (422)
Share-based payment expense 129 - 129
31 March 2010 - Reviewed 13 738 898 14 636
1 R6 million of the R1 637 million dividend declared was offset against the
forfeitable share plan reserve.
Condensed consolidated statement of cash flows
for the year ended 31 March
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
Cash generated from operations 19 711 15 905 16 022
Tax paid (4 764) (4 123) (4 721)
Net cash flows from operating 14 947 11 782 11 301
activities
Net additions to property, plant (6 222) (7 211) (6 531)
and equipment and intangible
assets
Business combinations and other - (5 348) (956)
non-controlling interests
acquisitions, net of cash acquired
Other investing activities (107) (87) 56
Net cash flows utilised in (6 329) (12 646) (7 431)
investing activities
Movement in borrowings including (4 255) 6 853 2 721
finance costs paid
Dividends paid (3 908) (6 204) (5 741)
Repurchase of shares (385) - -
Non-controlling interests - 522 7
Net cash flows (utilised in)/from (8 548) 1 171 (3 013)
financing activities
Net increase in cash and cash 70 307 857
equivalents
Cash and cash equivalents at the 1 084 837 (108)
beginning of the year
Effect of foreign exchange rate (203) (60) 88
changes
Cash and cash equivalents at the 951 1 084 837
end of the year
Notes
1. Basis of preparation
These preliminary condensed consolidated annual financial statements have been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards (`IFRS') as issued by the
International Accounting Standards Board (`IASB') and comply with the disclosure
requirements of International Accounting Standard 34: Interim Financial
Reporting (`IAS 34'), the JSE Listings Requirements and the Companies Act of
1973, as amended. They have been prepared on the historical cost basis, except
for certain financial instruments which are measured at fair value or at
amortised cost, and are presented in South African rand, the currency in which
the majority of the Group's transactions are denominated.
The significant accounting policies and methods of computation are consistent in
all material respects with those applied in the previous period, except as
disclosed in Note 2. The accounting policies are available for inspection at the
Group's registered office.
There have been no material changes in judgements or estimates of amounts
reported in prior reporting periods. During the current financial year the Group
classified certain foreign denominated loans to subsidiaries as part of the net
investments in these foreign operations. Exchange losses of R848 million, net of
tax, relating to net investments in foreign operations, are recognised in other
comprehensive income for the current year.
The annual report containing a detailed review of the operations of the Group
together with the audited consolidated annual financial statements will be
posted to shareholders on or about Wednesday 30 June 2010.
Certain items have been reclassified as disclosed in Note 7.
The financial information has been reviewed by Deloitte & Touche whose
unmodified review opinion is available for inspection at the Group's registered
office.
2. Change in accounting policies
The Group adopted all the new, revised or amended accounting pronouncements as
issued by the IASB which were effective for the Group from 1 April 2009. The
adopted accounting pronouncements, which had an impact on the Group or were
reviewed for possible impact, are as follows:
* IFRS 7: Financial Instruments: Disclosures (Amended) (`IFRS 7');
* IAS 1: Presentation of Financial Statements (Amended) (`IAS 1');
* IAS 23: Borrowing Costs (Revised) (`IAS 23');
* IFRIC 13: Customer Loyalty Programmes (`IFRIC 13'); and
* Circular 3/2009: Headline Earnings (`Circular 3/2009').
The Group adopted the amendments to IFRS 7 retrospectively, this did not have an
impact on the Group's results. IFRIC 13 was not applied retrospectively as the
prior period financial impact was immaterial. The revised IAS 23 was adopted
prospectively; the change in accounting policy had no impact on the Group's
results. The adoption of Circular 3/2009 had no impact on the Group's headline
earnings.
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
3. Segment analysis
External customers segment revenue1 58 535 55 442 48 334
South Africa 50 290 47 592 42 964
International 5 425 7 030 5 358
Gateway 2 801 805 -
Corporate 19 15 12
EBITDA2 19 782 18 196 16 463
South Africa 18 578 16 222 14 790
International 888 1 835 1 546
Gateway 202 100 -
Corporate and eliminations 114 39 127
Reconciliation of segment results
EBITDA3 19 782 18 196 16 463
Depreciation, amortisation and (8 527) (4 795) (3 941)
impairment losses
Broad-based black economic - (1 315) -
empowerment charge
Net loss on disposal of property,
plant and
equipment and intangible assets (17) (13) (39)
Other - (68) 8
Operating profit3 11 238 12 005 12 491
Net finance charges (2 272) (1 749) (424)
Finance income 124 108 72
Finance costs (1 602) (1 459) (681)
(Loss)/Gain on remeasurement and
disposal
of financial instruments3 (794) (398) 185
Loss from associate (21) (19) -
Profit before tax 8 945 10 237 12 067
Taxation (4 745) (4 045) (4 109)
Net profit 4 200 6 192 7 958
Total assets 41 691 47 359 34 175
South Africa 28 464 26 692 24 597
International 8 612 11 182 8 547
Gateway 3 346 8 014 -
Corporate and eliminations 1 269 1 471 1 031
1 Other operating income has retrospectively been incorporated into revenue on
the face of the condensed consolidated income statement.
2 The measure of segment profit changed retrospectively from management
operating profit to EBITDA so as to align with practices of the Group's parent,
Vodafone.
3 The Group prospectively aligned its presentation of foreign exchange gains and
losses on the revaluation of foreign denominated trading items with that of its
parent by including a net gain of R192 million in operating expenses. For the
prior year, the equivalent exchange net loss of R252 million (2008: R356 million
net loss) is presented in `(Loss)/Gain on remeasurement and disposal of
financial instruments'.
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
4. Impairment losses
Impairment losses recognised are as
follows:
Intangible assets (3 285) (1) -
Property, plant and equipment (34) (105) (30)
Available-for-sale financial assets (8) (6) -
carried at cost
Investment in associate (43) - -
(3 370) (112) (30)
Included in the impairment losses is a goodwill impairment of R3 039 million,
relating to the Group's Gateway cash-generating unit, a business operation which
constitutes the Group's Gateway reportable segment, following a decrease in long
term cash flow forecasts resulting from the economic downturn and an
increasingly competitive environment. The remaining impairment losses are all
largely due to the economic downturn and an increasingly competitive
environment.
2010 2009 2008
Cents Cents Cents
Reviewed Audited Audited
5. Per share calculations
5.1 Earnings and dividends per
share
Basic earnings per share 282.3 409.2 525.0
Diluted earnings per share 282.0 409.2 525.0
Headline earnings per share 509.9 417.4 528.4
Diluted headline earnings per share 509.4 417.4 528.4
Dividends per share (Note 17) 110.0 349.5 399.2
Net asset value per share 985.3 1 014.7 793.5
Earnings per share calculations are based on a weighted average number of
ordinary shares outstanding of 1 486 283 980 (2009 and 2008: 1 487 954 000).
Diluted per share calculations are based on a weighted average number of
ordinary shares outstanding of 1 487 882 875. No dilutive factors were present
in 2009 and 2008.
Dividends per share calculations are based on 1 487 954 000 shares for all
periods presented. The net asset value per share calculation is based on 1 485
407 073 shares (2009 and 2008: 1 487 954 000).
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
5.2 Headline earnings1 reconciliation
Earnings attributable to equity
shareholders
for basic and diluted earnings per 4 196 6 089 7 811
share
Adjusted for:
Net loss on disposal of property,
plant and
equipment and intangible assets 17 13 39
Impairment losses (Note 4) 3 370 112 30
Other 1 - (8)
7 584 6 214 7 872
Tax impact of adjustments (5) (4) (12)
Headline earnings for headline and 7 579 6 210 7 860
diluted headline earnings per share
1 This disclosure is a requirement of the JSE Limited and is not a recognised
measure under IFRS. It has been calculated in accordance with Circular 3/2009 as
issued by the South African Institute of Chartered Accountants.
6. Forfeitable share plan (`FSP')
The FSP which was approved by shareholders by ordinary resolution at the annual
general meeting held on 31 July 2009 was implemented on 26 November 2009, with 4
722 504 shares being granted to participants.
The FSP is accounted for as an equity-settled share-based payment transaction in
terms of IFRS 2: Share-based Payment.
7. Reclassifications
Certain items in the preliminary condensed consolidated annual financial
statements were retrospectively reclassified so as to align with practices of
the Group's parent, Vodafone. The reclassifications are summarised below.
7.1 Income statement
Network operational overhead expenses has been reclassified from direct costs to
other operating expenses. Fixed advertising support costs has been reclassified
from direct costs to marketing and advertising expenses. The share-based payment
expense relating to the employee share ownership plan has been reclassified from
broad-based black economic empowerment charge to staff expenses.
7.2 Statement of financial position
Bonus and leave pay liabilities have been reclassified from provisions to
accruals within trade and other payables. Operating lease receivables has been
reclassified from lease assets to trade and other receivables. Bank overdrafts
classified as financing activities in the statement of cash flows has been
reclassified from bank overdrafts to borrowings. Derivative financial assets and
liabilities have been reclassified from financial assets and derivative
financial liabilities to trade and other receivables and trade and other
payables respectively.
7.3 Statement of cash flows
Dividends paid, realised net losses on remeasurement and disposal of financial
instruments, finance costs paid and finance income received have been
reclassified from operating activities to the activities from which they
originate.
7.4 Combination of line items
After a review of its consolidated annual financial statements the Group
combined certain line items on the face of the income statement and statement of
financial position.
Full details on reclassifications will be disclosed in the Group's annual report
for the year ended 31 March 2010.
8. Related parties
The Group's related parties are its parent, joint venture, associate, pension
schemes and key management including directors. In prior years Telkom SA Limited
and its subsidiaries (`Telkom') were included in related parties since Telkom SA
Limited had joint control over the Group.
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
8.1 Balances with related parties
Accounts receivable 197 949 828
Accounts payable (154) (325) (438)
Dividends payable - (2 200) (3 190)
8.2 Transactions with related
parties
Revenue1 994 3 248 3 359
Direct costs1 (554) (1 111) (1 045)
Other operating expenses (19) (1 354) (1 209)
Dividends declared (1 064) (5 200) (5 940)
8.3 Directors' and key management personnel remuneration
Compensation paid to the Group's Board and key management personnel will be
disclosed in the Group's annual report for the year ended 31 March 2010.
1 Includes transactions with Telkom from 1 April 2009 to 18 May 2009.
2010 2009 2008
Rm Rm Rm
Reviewed Audited Audited
9. Capital expenditure incurred
Capital expenditure additions 6 636 6 906 5 916
including software
10. Commitments
Capital expenditure contracted for
but not
yet incurred1 2 213 2 214 1 600
Capital expenditure approved but not
yet contracted for1 6 364 9 712 8 822
Operating leases 4 070 3 534 4 571
Transmission and data lines 6 270 6 643 -
Other2 1 760 2 038 2 904
1 Capital expenditure approved during the current financial year, at forecasted
exchange rates, limited to R7 375 million, was translated at the closing rates
as at the reporting date.
2 Other includes sport, marketing, retention incentives, activation bonuses,
activation commissions, other accommodation, handset purchase and other purchase
commitments.
11. Borrowings
The Absa Bank Limited loan with a nominal value of R3 000 million was repaid on
10 December 2009 using cash and short term borrowings. The loan was for a term
of one year and was utilised as bridge funding for the Gateway acquisition.
The Group reduced its bank borrowings classified as financing activities through
strong cash flow management and cost containment.
12. Contingencies
12.1 Guarantees
The Group provides credit guarantees amounting to R48 million (2009: R1 810
million; 2008: R1 517 million) relating to the operations of its subsidiaries,
of which none (2009: R1 735 million; 2008: R1 463 million) are included in
borrowings.
Vodacom (Pty) Limited provides an unlimited guarantee for bank borrowings
entered into by Vodacom Group Limited. The total amount of guarantees, including
bank borrowings, amounted to R3 593 million as at 31 March 2010 (2009: R4 878
million; 2008: R2 456 million), all of which are included in borrowings.
13. Customer registration
13.1 Democratic Republic of Congo (`DRC')
In terms of a ministerial decree promulgated in 2008, network operators in the
DRC had to register their customers by 31 December 2009. In December 2009 a new
customer registration decree was issued, which requires due process to be
followed on individual customer information requests prior to penalties being
imposed. Significant progress has been made to register customers and to
minimise disruptions to customer acquisitions as a result of registration.
13.2 Other
Vodacom Tanzania Limited and Vodacom (Pty) Limited, a South African based
company, are also subject to customer registration by 30 June 2010 and 31
December 2010 respectively. The Group is making every effort to be fully
compliant by the set deadlines.
14. Interconnect rates
The Group's South African operation has as a result of bilateral negotiations
with the other mobile operators agreed to reduce the peak interconnect rates
from R1.25 to R0.89 with effect from 1 March 2010. The R0.77 off-peak rate
remained unchanged. On 16 April 2010, the Independent Communications Authority
of South Africa (`ICASA') published draft regulations in which it proposes to
reduce the rates to R0.65 in July 2010, R0.55 in July 2011 and R0.40 in July
2012. The Group will actively participate in the ICASA public consultation
process on the draft regulations.
15. Code of conduct on the sale, lease, rental or subsidisation of subscriber
equipment (`draft Code')
In December 2009, ICASA published a draft Code, the purpose of which is to
foster transparency, promote consumer rights and sets out minimum standards to
be adhered to by licensees. The draft Code is also applicable to licensees'
agents and resellers. It is anticipated that the draft Code will be finalised
within the next financial year.
16. Arbitration
Vodacom International Limited (`VIL') filed a request for arbitration against
Congolese Wireless Network s.p.r.l. (`CWN') on 7 April 2010. VIL is seeking,
inter alia, as a provisional measure the appointment of an ad hoc trustee with
the mandate to represent CWN at an extraordinary shareholders' meeting in order
to vote, in accordance with the corporate interest of Vodacom Congo (RDC)
s.p.r.l. on certain resolutions. In addition, VIL has reserved its right to
claim damages.
17. Events after the reporting period
The Board is not aware of any matter or circumstance arising since the end of
the reporting period, not otherwise dealt with herein, which significantly
affects the financial position of the Group or the results of its operations or
cash flows for the period, other than the following:
17.1 Final dividend declared
A final dividend of R2 599 million for the year ended 31 March 2010 was declared
after the reporting date and not recognised as a liability. The secondary tax on
companies payable on this dividend amounts to R260 million.
Declaration of final dividend No. 2
Notice is hereby given that final dividend number 2 of 175 cents per ordinary
share in respect of financial year end 31 March 2010 has been declared, payable
on Monday 5 July 2010 to shareholders recorded in the register at the close of
business on Friday 2 July 2010:
Last day to trade shares cum dividend Friday 25 June 2010
Shares commence trading ex dividend Monday 28 June 2010
Record date Friday 2 July 2010
Payment date Monday 5 July 2010
Share certificates may not be dematerialised nor rematerialised between Monday
28 June 2010 and Friday 2 July 2010.
On Monday 5 July 2010, the final dividend will be electronically transferred
into the bank accounts of all certificated shareholders where this facility is
available. Where electronic funds transfer is not available, cheques will be
dated and posted on Monday 5 July 2010.
Shareholders who hold dematerialised shares will have their accounts at their
CSDP or broker credited on Monday 5 July 2010.
Annual general meetingThe annual general meeting of Vodacom Group Limited will
be held at Bytes Conference Centre, Midrand on Friday 30 July 2010 at 11:00.
Forward-looking statements
This announcement which sets out the year end results for Vodacom Group Limited
for the year ended 31 March 2010 contains `forward-looking statements' with
respect to the Group's financial condition, results of operations and businesses
and certain of the Group's plans and objectives. In particular, such forward-
looking statements include statements relating to: the Group's future
performance; future capital expenditures, acquisitions, divestitures, expenses,
revenues, financial conditions, dividend policy, and future prospects; business
and management strategies relating to the expansion and growth of the Group; the
effects of regulation of the Group's businesses by governments in the countries
in which it operates; the Group's expectations as to the launch and roll out
dates for products, services or technologies; expectations regarding the
operating environment and market conditions; growth in customers and usage; and
the rate of dividend growth by the Group.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as `will', `anticipates', `aims',
`could', `may', `should', `expects', `believes', `intends', `plans' or
`targets'. 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, involve known
and unknown risks, uncertainties and other facts or factors which may cause the
actual results, performance or achievements of the Group, or its industry to be
materially different from any results, performance or achievement expressed or
implied by such forward-looking statements. Forward-looking statements are not
guarantees of future performance and are based on assumptions regarding the
Group's present and future business strategies and the environments in which it
operates now and in the future.
Corporate Information
Directors
MP Moyo (Chairman), PJ Uys (CEO), MS Aziz Joosub,
P Bertoluzzo1, TA Boardman, M Joseph2, M Lundal3,
P Malabie, PJ Moleketi, T Mokgosi-Mwantembe,
RAW Schellekens4, RA Shuter, RC Snow5
Alternate directors
TJ Harrabin5, HM Mahmoud6
Company secretary: SF Linford
Registered office
Vodacom Corporate Park,
082 Vodacom Boulevard, Vodavalley,
Midrand 1685
(Private Bag X9904, Sandton 2146)
Transfer secretary
Computershare Investor Services (Pty) Limited
(Registration number: 2004/003647/07)
70 Marshall Street, Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
1 Italian 2 American 3 Norwegian 4 Dutch 5 British 6 Egyptian
www.vodacom.com
Date: 17/05/2010 07:30:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group - Trading Statement
Wednesday, 21st April 2010
VOD
VOD - Vodacom Group - Trading Statement
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
Share Code: VOD & ISIN ZAE000132577
("Vodacom Group" or "Vodacom")
Trading statement
In terms of paragraph 3.4(b) of the JSE Limited Listings Requirements, companies
are required to publish a trading statement as soon as they become reasonably
certain that the financial results for the next period to be reported upon
differ by at least 20% from those of the previous corresponding period.
Vodacom Group is in the process of finalising its annual results for the year
ended 31 March 2010, which are expected to be released on or about Monday 17 May
2010.
Headline earnings per share (`HEPS') for the year ended 31 March 2010 are
expected to be between 20% and 25% higher, compared to HEPS of 417 cents for the
year ended 31 March 2009. Headline earnings growth was favourably impacted by
the broad-based black economic empowerment (`BBBEE') charge of R 1 315 million
in the prior year. However, this was partially offset by losses on the
remeasurement of financial instruments and the reversal of a deferred taxation
asset of approximately R500 million largely recognised and reported on in the
six months results to 30 September 2009.
The main difference between basic earnings and headline earnings is the
impairment of goodwill. Basic earnings per share (`EPS') for the year ended 31
March 2010 are expected to be between 25% and 35% lower compared to the EPS of
409 cents for the year ended 31 March 2009, mainly as a result of the Gateway
impairment recognised and reported on in the six months results to 30 September
2009.
The financial information on which this trading statement is based has neither
been reviewed nor reported on by Vodacom Group's auditors.
Midrand
21 April 2010
Sponsor: UBS
Forward-looking statements
This trading statement may contain "forward-looking statements" with respect to
the Group's financial condition, results of operations and businesses and
certain of the Group's plans and objectives. In particular, such forward-looking
statements include statements relating to: the Group's future performance;
future capital expenditures, acquisitions, divestitures, expenses, revenues,
financial conditions, dividend policy, and future prospects; business and
management strategies relating to the expansion and growth of the Group; the
effects of regulation of the Group's businesses by governments in the countries
in which it operates; the Group's expectations as to the launch and roll out
dates for products, services or technologies; expectations regarding the
operating environment and market conditions; growth in customers and usage; and
the rate of dividend growth by the Group.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as "will", "anticipates", "aims",
"could", "may", "should", "expects", "believes", "intends", "plans" or
"targets". 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, involve known
and unknown risks, uncertainties and other facts or factors which may cause the
actual results, performance or achievements of the Group, or its industry to be
materially different from any results, performance or achievement expressed or
implied by such forward-looking statements. Forward-looking statements are not
guarantees of future performance and are based on assumptions regarding the
Group's present and future business strategies and the environments in which it
operates now and in the future.
Date: 21/04/2010 14:49:16 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - Results of the Odd-Lot Offer and Specific Offer
Monday, 29th March 2010
VOD
VOD - Vodacom Group Limited - Results of the Odd-Lot Offer and Specific Offer
to Repurchase Shares
VODACOM GROUP LIMITED
(Registration number 1993/005461/06)
(Incorporated in the Republic of South Africa)
JSE share code: VOD & ISIN: ZAE000132577
("Vodacom" or "the company")
RESULTS OF THE ODD-LOT OFFER AND SPECIFIC OFFER TO REPURCHASE SHARES
Vodacom shareholders are hereby advised of the outcome of the odd-lot offer
and specific offer to repurchase shares, both of which closed on Friday 26
March 2010.
The results of the odd-lot offer are as follows:
Shares Shares sold Shares Total
retained by by election sold by shares
election default* sold
Certificated 3 549 1 674 91 239 92 913
Dematerialised 424 914 68 267 1 483 988 1 552 255
Total 428 463 69 941 1 575 227 1 645 168
*Odd-lot holders who did not make an election were automatically regarded as
having chosen to sell their odd-lot holdings.
The results of the specific offer are as follows:
Shares sold by election
Certificated 53 231
Dematerialised 728 072
Total 781 303
Vodacom, through its wholly-owned subsidiary, Wheatfields Investments 276
(Proprietary) Limited, repurchased a total of 2 426 471 shares, representing
0.16% of the issued share capital of the company for a total consideration of
R137 362 523. The number of shareholders was reduced by 50 005 representing
approximately 52% of the total number of shareholders.
Midrand
29 March 2010
Merchant bank and transaction sponsor to Vodacom
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor to Vodacom
UBS South Africa (Proprietary) Limited
Attorneys to Vodacom
Cliffe Dekker Hofmeyr Incorporated
Date: 29/03/2010 13:42:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - Registration of Special Resolution Regarding the
Thursday, 11th March 2010
VOD
VOD - Vodacom Group Limited - Registration of Special Resolution Regarding the
Odd-Lot Offer and Specific Offer to Repurchase Shares
VODACOM GROUP LIMITED
(Registration number 1993/005461/06)
(Incorporated in the Republic of South Africa)
JSE share code: VOD & ISIN: ZAE000132577
("Vodacom" or "the company")
REGISTRATION OF SPECIAL RESOLUTION REGARDING THE ODD-LOT OFFER AND SPECIFIC
OFFER TO REPURCHASE SHARES
Vodacom shareholders are hereby advised that the necessary special resolution
relating to the specific authority to repurchase shares has been registered with
the Companies and Intellectual Property Registration Office ("CIPRO"). The odd-
lot offer and specific offer to repurchase shares are now unconditional.
Further announcements regarding the results of the odd-lot offer and specific
offer to repurchase shares will be made following the closing of the odd-lot
offer and specific offer to repurchase shares on 26 March 2010.
Midrand
11 March 2010
Merchant bank and transaction sponsor to Vodacom
FirstRand Bank Limited, acting through RAND MERCHANT BANK Corporate Finance
Sponsor to Vodacom
UBS South Africa (Proprietary) Limited
Attorneys to Vodacom
Cliffe Dekker Hofmeyr Incorporated
Date: 11/03/2010 07:58:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group - Results Of The General Meeting Regarding The Odd-Lot Offer
Thursday, 4th March 2010
VOD
VOD - Vodacom Group - Results Of The General Meeting Regarding The Odd-Lot Offer
And Specific Offer To Repurchase Shares
VODACOM GROUP LIMITED
(Registration number 1993/005461/06)
(Incorporated in the Republic of South Africa)
JSE share code: VOD ISIN: ZAE000132577
("Vodacom" or "the company")
RESULTS OF THE GENERAL MEETING REGARDING THE ODD-LOT OFFER AND SPECIFIC OFFER TO
REPURCHASE SHARES
Vodacom shareholders are advised that the necessary special resolution relating
to the specific authority to repurchase shares and the ordinary resolution to
make and implement an odd-lot offer were approved by the requisite majorities at
a general meeting of shareholders held on Thursday 4 March 2010. The special
resolution will be lodged for registration with the Companies and Intellectual
Property Registration Office and a finalisation announcement confirming the
registration thereof will be released on SENS on or about 11 March 2010.
Further announcements regarding the results of the odd-lot offer and specific
offer to repurchase shares will be made following the closing of the odd-lot
offer and specific offer to repurchase shares on 26 March 2010.
Midrand
4 March 2010
Merchant bank and transaction sponsor to Vodacom
FirstRand Bank Limited, acting through Rand Merchant Bank Corporate Finance
Sponsor to Vodacom
UBS South Africa (Proprietary) Limited
Attorneys to Vodacom
Cliffe Dekker Hofmeyr Incorporated
Date: 04/03/2010 17:43:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom - Odd-Lot Offer And Specific Share Repurchase
Wednesday, 10th February 2010
VOD
VOD - Vodacom - Odd-Lot Offer And Specific Share Repurchase
Vodacom Group Limited
(Registration number 1993/005461/06)
(Incorporated in the Republic of South Africa)
JSE share code: VOD & ISIN: ZAE000132577
("Vodacom" or "the company")
ODD-LOT OFFER AND SPECIFIC SHARE REPURCHASE
1. Introduction
Following the unbundling by Telkom SA Limited of its remaining 35% shareholding
in Vodacom in May 2009, Vodacom acquired a significant shareholder base, which
includes a number of small minority shareholders holding less than 500 Vodacom
shares.
In order to facilitate an inexpensive method for minority shareholders in
Vodacom to realise their investment in Vodacom where they receive an offer price
at a premium per Vodacom share and do not have to incur transaction costs, the
directors are proposing the implementation of an odd-lot offer, as well as a
specific offer to repurchase the shares of Vodacom shareholders holding from 100
to 500 shares ("specific offer"). In doing so the company will also be able to
reduce the substantial and ongoing costs of administration connected with a
large number of odd-lot and specific holders.
As at 31 January 2010, 59 091 shareholders, being 61.5% of the total number of
Vodacom shareholders, held less than 100 shares each ("odd-lot holders").
An additional 27 181 shareholders, being 28.3% of the total number of Vodacom
shareholders, held from 100 to 500 shares each ("specific holders"). This means
that on 31 January 2010, 89.8% of the total number of Vodacom shareholders held
500 shares or less each. In aggregate these shareholders hold approximately
8 572 500 shares, which constitutes approximately 0.58% of the total number of
Vodacom shares in issue.
In terms of the odd-lot offer, odd-lot holders are offered the opportunity to:
- sell their odd-lot holdings for the cash consideration; or
- retain their odd-lot holdings. Those odd-lot holders who do not make an
election will automatically be regarded as having chosen to sell their odd-lot
holdings for the cash consideration.
In the case of specific holders, Vodacom is extending a specific offer to
acquire their entire shareholding for the cash consideration. Those specific
holders who do not make an election will retain their shareholding in Vodacom.
A circular containing the full details of the odd-lot offer and specific
offer(collectively, the "offers") will be posted to all Vodacom shareholders
today, Wednesday 10 February 2010.
2. Shareholders' information line
Minority shareholders are encouraged to carefully read the circular and complete
the relevant election form. Any odd-lot holder or specific holder who is
uncertain as to what course of action to take, must either consult with their
adviser, banker, broker, Central Securities Depository Participant ("CSDP") or
contact Computershare Investor Services (Proprietary) Limited "Computershare")
on telephone +27 0861 100 918 from Wednesday 10 February 2010 to Friday 26 March
2010 between 08:00 and 17:00, excluding weekends and public holidays.
3. Mechanism of the offers
The offers shall be open for acceptance from 09:00 on Wednesday 10 February
2010 and will close at 12:00 on Friday 26 March 2010. All odd-lot holders and
specific holders recorded as such on the register at the close of business on
Friday 19 March 2010 will be invited to participate in the odd-lot offer and
specific offer, respectively.
3.1 Odd-lot offer
The shares of those odd-lot holders who do not make an election to retain their
shares and the shares of those odd-lot holders who elect to sell their shares,
will be repurchased by Vodacom or its wholly-owned subsidiary Wheatfields
Investments 276 (Proprietary) Limited ("Wheatfields") at the offer price (see
paragraph 4 below). Any such repurchase will be regarded as an acquisition of
shares in terms of section 89 of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Companies Act"), and as an odd-lot offer in terms of the JSE
Limited ("JSE") Listings Requirements. Shareholders will be required to vote on
the odd-lot offer at the general meeting referred to in paragraph 9 below.
Odd-lot holders who do not make an election to retain their shares should note
that, subject to the applicable resolutions being passed at the aforesaid
general meeting, their shares will automatically be repurchased by Vodacom,
without any further action on their part and without any further notice to them.
3.2 Specific offer
The entire shareholding of those specific holders who elect to sell their shares
will be repurchased by Vodacom or its wholly-owned subsidiary Wheatfields at the
offer price (see paragraph 4 below). Any such repurchase will be regarded as an
acquisition of shares in terms of section 89 of the Companies Act and as a
specific repurchase of shares in terms of the JSE Listings Requirements.
Shareholders will be required to vote on the specific repurchase at the general
meeting referred to in paragraph 9 below. Specific holders who do not elect to
sell their shares will retain their shareholding in Vodacom.
4. Offer price
The offer price of R56.61, is the volume weighted average traded price of a
Vodacom share on the JSE over the 10 trading days commencing Monday 25 January
2010 and ending Friday 5 February 2010, plus a 5% (five percent) premium.
5. Effect on Vodacom's share capital
The repurchase of shares by Vodacom pursuant to the offers will have no material
effect on Vodacom's ordinary share capital.
6. Financial effects
The repurchase of shares pursuant to the offers will have no significant effect
on Vodacom's earnings per share, net asset value per share or tangible net asset
value per share.
Assuming the maximum number of 8 572 500 shares are repurchased in terms of the
offers the financial cost is expected to be R500 million with an additional R2.9
million for the expenses of the transaction. Vodacom will incur an estimated R40
million funding cost over the next 12 (twelve) months as a result of
implementing the offers.
7. Conditions precedent
The implementation of the offers is subject to the passing and registration by
the Registrar of Companies, where necessary, of the special and ordinary
resolutions to be proposed at the general meeting of shareholders of Vodacom to
be held in Talk100, Vodaworld, 082 Vodacom Boulevard, Vodavalley, Midrand at
15:00 on Thursday 4 March 2010.
8. Salient dates and times
The salient dates and times in respect of the offers are as follows:
2010
Circular posted to all shareholders on Wednesday 10 February
The offers open at 09:00 on Wednesday 10 February
Forms of proxy for the general meeting of shareholders
to be received by 15:00 on Wednesday 3 March
General meeting of shareholders to be held at 15:00 on Thursday 4 March
Results of the general meeting released on SENS on Thursday 4 March
Results of the general meeting published in the press on Friday 5 March
Special resolutions required to implement the offers
to be registered with the Registrar of Companies on Wednesday 10 March
Finalisation announcement released on SENS on Wednesday 10 March
Finalisation announcement published in the press on Thursday 11 March
Last day to trade in order to participate in the
offers on Thursday 18 March
Shares trade "ex" the offers on Friday 19 March
Shareholders who purchase shares on or after this date
will not be eligible to participate in the offers in
respect of the shares so purchased Friday 19 March
Forms of election and surrender for the offers to be
received by Computershare by 12:00 on (see note 3) Friday 26 March
The offers close at 12:00 on Friday 26 March
Record date to determine those shareholders entitled
to participate in the offers at the close of business on Friday 26 March
Implementation of the offers takes effect after close
of business on Friday 26 March
Odd-lot holders and specific holders with dematerialised
shares will have their accounts held at their CSDP or
broker updated with their new holding and credited
with the offer price on Monday 29 March
Payments of the offer price in terms of the offers on
(see note 4) Monday 29 March
Results of the offers released on SENS on Monday 29 March
Results of the offers published in the press on Tuesday 30 March
Notes:
1. These dates and times are subject to change. Any material changes will be
published on SENS and in the press.
2. Share certificates may not be dematerialised or rematerialised between Friday
19 March 2010 and Friday 26 March 2010, both days inclusive.
3. Dematerialised odd-lot holders and specific holders are required to notify
their duly appointed CSDP or broker of their choice in the manner and time
stipulated in the agreement governing the relationship between them and their
CSDP or broker.
4. In the case of holders of certificated shares who complete the form of
election and surrender and elect to sell their shares, payment will be made
either by:
- electronic funds transfer into the bank accounts of odd-lot holders and
specific holders on or about Monday 29 March 2010 if such holders' banking
details have been provided in the form of election and surrender; or
- cheque which will be posted at the risk of odd-lot holders and specific
holders on or about Monday 29 March 2010 if such holders' banking details have
not been provided in the form of election and surrender.
5. Those odd-lot holders who do not elect to retain their shares will be deemed
to have elected to sell their odd-lot holdings. Specific holders who do not make
an election will retain their existing shareholdings.
9. General meeting
The general meeting of shareholders of Vodacom will be held in Talk100,
Vodaworld, 082 Vodacom Boulevard, Vodavalley, Midrand, at 15:00 on Thursday
4 March 2010.At the general meeting shareholders will be asked to consider and
approve the special resolutions authorising the specific repurchase of shares
for purposes of the offers as well as an ordinary resolution to implement the
odd-lot offer.
Midrand
10 February 2010
Merchant bank and transaction sponsor
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Attorneys
CLIFFE DEKKER HOFMEYR
Transfer secretaries
COMPUTERSHARE
Date: 10/02/2010 07:43:07 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. Vodacom Group Limited - Trading statement for the quarter ended
Tuesday, 2nd February 2010
VOD
VOD - Vodacom Group Limited - Trading statement for the quarter ended
31 December 2009
Vodacom Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/005461/06)
Share code VOD
ISIN ZAE000132577
("Vodacom Group")
TRADING STATEMENT FOR THE QUARTER ENDED 31 DECEMBER 2009
Key highlights
Group
* 6.0% growth in Group revenue to R15 425 million
* 33.2% growth in Group data revenue to R1 188 million
* 9.5% increase in Group mobile customers (1) to 40.5 million
South Africa
* 7.5% increase in revenue to R13 439 million
* 35.2% growth in data revenue to R1 160 million
* 27.1 million mobile customers, up 2.5% year on year
* Customer growth impacted by RICA (2)
International
* Improved market positioning
* 27.2% growth in mobile customers (1) to 13.4 million
* Revenue negatively impacted by Rand strength
* Increased usage through successful promotions
Pieter Uys, Chief Executive Officer, commented:
"This has been a positive quarter for Vodacom, featuring solid overall revenue
growth and continued progress in building our data business. Despite a
challenging economic environment and the continued impact from RICA, our South
African business posted a 7.5% increase in revenue. The actions we have taken
in our international businesses have shown positive results in the form of
improved market positioning. Cost management programmes are also gaining
momentum and should provide the basis for improved margin management in the year
ahead. Careful allocation of capital to investment projects has resulted in
continued strong growth in cash flows."
(1) Group and international customer growth normalised for the change in the DRC
disconnection policy from 215 to 90 inactive days
(2) Regulation of Interception of Communications and Provision of Communication-
Related Information Act
Group
Group revenue for the three months ended 31 December 2009 increased by 6.0% year
on year to R15 425 million with continued robust performance in South Africa
offsetting revenue declines in Tanzania and the Democratic Republic of Congo
("DRC"). Revenue growth was positively affected by the Gateway acquisition (4.5
percentage points), offset by a negative impact from exchange rate translation
(3.8 percentage points) and excise duties (0.5 percentage points). On a
normalised basis Group revenue and service revenue increased by 5.8% and 5.1%,
respectively. Gateway's reported revenue was also impacted by currency
translation but in US dollars remained flat quarter on quarter at approximately
US$92 million.
Group mobile customers increased 7.1% (normalised 9.5%) from 31 December 2008 to
40.5 million at 31 December 2009. During the quarter the Group customer base
declined by 1.1 million, primarily as a result of RICA in South Africa and a
change in the disconnection policy in the DRC, offset by growth in the other
operations. The South African mobile operations contributed 67.0% (30 September
2009: 69.5%) of normalised Group total mobile customers.
South Africa
Revenue growth in South Africa remained robust at 7.5% to R13 439 million,
reflecting customer growth of 2.5% to 27.1 million and the increasing
contribution of data revenue. Data revenue growth accelerated in the quarter to
35.2% due to increased penetration of mobile PC connectivity and mobile internet
usage, with broadband customers increasing 48.8%.
Contract service revenue growth improved in the quarter due to a 12.5% increase
in the contract customer base to 4.3 million.
Prepaid service revenue growth slowed as a result of a 1.3 million reduction in
prepaid customers in the quarter to 22.6 million following the implementation of
RICA, coupled with December price promotions. Gross connections have improved
steadily from approximately 260 000 in August 2009 to approximately 760 000 in
December 2009 supported by increasing consumer and channel awareness. While
churn increased 2.1 percentage points on the prior year quarter largely due to
RICA, it is expected to trend downwards in 2010.
It is expected that mobile termination rates will be reduced from as early as 1
March 2010.
International
Revenue growth in the international mobile operations declined 33.4% to R1 394
million, with unfavourable foreign exchange translation contributing 23.7
percentage points of the reduction. Excluding the foreign currency translation
impact and excise duties, normalised revenue declined 6.3%. The decline was
largely due to promotions aimed at improving competitiveness in the key markets,
coupled with continued economic pressures. In local currencies, the Tanzania and
DRC service revenue decline stabilised, while growth in Mozambique and Lesotho
remained strong. Assertive steps taken during the quarter have improved the
relative market performance, particularly in Tanzania and the DRC.
Reported international customer growth of 17.9% understates the actual growth of
27.2% due to the change in the DRC disconnection policy from 215 to 90 inactive
days. This policy change resulted in approximately one million disconnections in
the DRC. Tanzania customer growth of 28.4% was fuelled by new promotional
activity and Mozambique and Lesotho posted strong customer growth of 61.1% and
30.9%, respectively.
The quarterly information has not been audited or reviewed by Vodacom's external
auditors.
Revenue for the quarters ended
Rm December September December Year on Quarterly
2009 2009 2008 year % change
% change
South Africa 13 439 12 264 12 503 7.5 9.6
International 1 394 1 507 2 093 (33.4) (7.5)
Gateway 693 729 - n/a (4.9)
Corporate and eliminations (101) (129) (40) (152.5) 21.7
Total revenue 15 425 14 371 14 556 6.0 7.3
Key performance indicators for the quarters ended
South Africa
December September December Year on Quarterly
2009 2009 2008 year % change
% change
Customers (thousands)(1) 27 102 28 204 26 450 2.5 (3.9)
Prepaid 22 636 23 926 22 450 0.8 (5.4)
Contract 4 349 4 159 3 867 12.5 4.6
Community services 117 119 133 (12.0) (1.7)
Churn (%)(2) 41.5 35.6 39.4
Prepaid 47.7 40.3 44.8
Contract 8.8 8.2 9.9
Traffic (millions of 6 655 6 745 6 402 4.0 (1.3)
minutes)(3)
Outgoing 4 632 4 760 4 382 5.7 (2.7)
Incoming 2 023 1 985 2 020 0.1 1.9
Total ARPU (Rand per 140 125 140 - 12.0
month)(4)
Prepaid 74 64 74 - 15.6
Contract 455 461 473 (3.8) (1.3)
Community services 427 421 508 (15.9) 1.4
International
December September December Year on Quarterly
2009 2009 2008 year % change
% change
Customers (thousands)(1) 13 352 13 384 11 321 17.9 (0.2)
Tanzania 6 878 6 260 5 355 28.4 9.9
DRC(5) 3 522 4 404 4 042 (12.9) (20.0)
Mozambique 2 312 2 134 1 435 61.1 8.3
Lesotho 640 586 489 30.9 9.2
Churn (%)(2)
Tanzania 43.3 48.6 41.0
DRC(5) 157.5 57.1 46.2
Mozambique 61.1 66.1 73.1
Lesotho 19.5 20.8 21.1
Total ARPU (Rand per
month)(4)
Tanzania(6) 28 31 54 (48.1) (9.7)
DRC 35 39 70 (50.0) (10.3)
Mozambique 27 34 51 (47.1) (20.6)
Lesotho 73 68 75 (2.7) 7.4
Total ARPU (local
currency)(4)
Tanzania (Tanzanian 5 060 5 246 7 191 (29.6) (3.5)
shilling)(6)
DRC (USD) 4.7 4.9 7.1 (33.8) (4.1)
Mozambique (Metical) 109 119 133 (18.0) (8.4)
Historical key performance indicators for the quarters ended
Revenue
December September June March December September June
Rm 2009 2009 2009 2009 2008 2008 2008
South Africa 13 439 12 264 12 107 12 420 12 503 11 637 11 173
International 1 394 1 507 1 458 1 673 2 093 1 751 1 582
Gateway 693 729 803 808 - - -
Corporate and (101) (129) (64) (105) (40) (31) (22)
eliminations
Total revenue 15 425 14 371 14 304 14 796 14 556 13 357 12 733
South Africa
December September June March December September June
2009 2009 2009 2009 2008 2008 2008
Customers 27 102 28 204 28 735 27 625 26 450 25 245 24
(thousands)(1 891
)
Prepaid 22 636 23 926 24 578 23 561 22 450 21 391 21
138
Contract 4 349 4 159 4 039 3 946 3 867 3 735 3 643
Community 117 119 118 118 133 119 110
services
Churn (%)(2) 41.5 35.6 34.1 36.5 39.4 43.9 40.6
Prepaid 47.7 40.3 38.4 40.9 44.8 50.1 46.0
Contract 8.8 8.2 9.2 10.5 9.9 9.8 9.6
Traffic 6 655 6 745 6 896 6 189 6 402 5 997 5 796
(millions of
minutes) (3)
Outgoing 4 632 4 760 4 966 4 225 4 382 4 068 3 908
Incoming 2 023 1 985 1 930 1 964 2 020 1 929 1 888
Total ARPU 140 125 123 129 140 135 130
(Rand per
month)(4)
Prepaid 74 64 64 65 74 67 64
Contract 455 461 444 460 473 482 481
Community 427 421 427 471 508 572 597
services
International
December September June March December September June
2009 2009 2009 2009 2008 2008 2008
Customers 13 352 13 384 12 571 11 989 11 321 10 444 9 672
(thousands)(1
)
Tanzania 6 878 6 260 5 917 5 667 5 355 4 931 4 495
DRC(5) 3 522 4 404 4 182 4 170 4 042 3 776 3 454
Mozambique 2 312 2 134 1 925 1 634 1 435 1 287 1 302
Lesotho 640 586 547 518 489 450 421
Churn (%)(2)
Tanzania 43.3 48.6 47.9 43.3 41.0 43.4 45.0
DRC(5) 157.5 57.1 59.8 48.8 46.2 52.2 55.8
Mozambique 61.1 66.1 48.3 59.1 73.1 81.4 64.1
Lesotho 19.5 20.8 20.0 18.2 21.1 21.4 18.5
Total ARPU
(Rand per
month)(4)
Tanzania(6) 28 31 35 43 54 51 48
DRC 35 39 39 53 70 67 64
Mozambique 27 34 36 44 51 40 36
Lesotho 73 68 65 67 75 69 68
Total ARPU
(local
currency)(4)
Tanzania 5 060 5 246 5 511 5 729 7 191 7 641 7 432
(Tanzanian
shilling)(6)
DRC (USD) 4.7 4.9 4.7 5.2 7.1 8.6 8.2
Mozambique 109 119 114 117 133 122 112
(Metical)
Notes:
1. Customer totals are based on the total number of customers registered on
Vodacom's network, which have not been disconnected, including inactive
customers, at the end of the period indicated.
2. Churn is calculated by dividing the annualised number of disconnections
during the period by the average monthly total reported customer base
during the period.
3. Traffic comprises total traffic registered on Vodacom's network, including
bundled minutes, promotional minutes and outgoing international roaming
calls, but excluding national roaming calls, incoming international roaming
calls and calls to free services.
4. Total ARPU is calculated by dividing average monthly recurring revenue by
the average monthly total of reported customers during the period. Total
ARPU excludes revenue from equipment sales and non-service revenue.
Prepaid, contract and community services ARPU only includes recurring
revenue generated from Vodacom customers.
5. DRC changed its disconnection policy from 215 to 90 inactive days. Prior
period numbers have not been restated. Normalised DRC customer growth is
9.6% and churn is 78.1% for the quarter ended 31 December 2009.
6. ARPU numbers have been restated. Excise duty is now netted off against
revenue in line with Group accounting policies.
Average quarterly exchange rates
December Septembe Year on Quarterly
2009 r December year % change
2009 2008 %
change
USD/ZAR 7.51 7.81 9.91 (24.2) (3.8)
ZAR/MZN 3.92 3.50 2.48 58.1 12.0
ZAR/TZS 177.51 169.43 129.35 37.2 4.8
EUR/ZAR 11.09 11.16 13.04 (15.0) (0.6)
Investor Relations Media Relations
Belinda Williams Richard Boorman
+27 11 653 5195 +27 11 653 5794
2 February 2010
Sponsor: UBS South Africa (Pty) Ltd
Forward-looking statements
This announcement which sets out the trading statement for Vodacom for the
quarter ended 31 December 2009 contains "forward-looking statements" with
respect to the Group's financial condition, results of operations and businesses
and certain of the Group's plans and objectives. In particular, such forward-
looking statements include statements relating to: the Group's future
performance; future capital expenditures, acquisitions, divestitures, expenses,
revenues, financial conditions, dividend policy, and future prospects; business
and management strategies relating to the expansion and growth of the Group; the
effects of regulation of the Group's businesses by governments in the countries
in which it operates; the Group's expectations as to the launch and roll out
dates for products, services or technologies; expectations regarding the
operating environment and market conditions; growth in customers and usage; and
the rate of dividend growth by the Group.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as "will", "anticipates", "aims",
"could", "may", "should", "expects", "believes", "intends", "plans" or
"targets". 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, involve known
and unknown risks, uncertainties and other facts or factors which may cause the
actual results, performance or achievements of the Group, or its industry to be
materially different from any results, performance or achievement expressed or
implied by such forward-looking statements. Forward-looking statements are not
guarantees of future performance and are based on assumptions regarding the
Group's present and future business strategies and the environments in which it
operates now and in the future.
Date: 02/02/2010 08:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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