Q&A How will the units in the Trust be allocated to qualifying employees? The Trust will allocate 1,875 billion units to qualifying employees. 75% of these units are allocated for qualifying employees who are in the employ of Vodacom as at 1 September 2008, while 25% of the units will be allocated to future employees. Employees are allocated Trust units according to their employment level (based on average cost to company per level, and not actual individual cost to company per level) as well as the employee s BEE status. Who is a BEE Black employee? A Black Economic Empowerment ( BEE ) Black employee refers to black South Africans who were South African before the 1994 election and who were therefore disadvantaged by apartheid. BEE black includes Africans, Coloureds, Indians and Chinese. It does not include black foreigners and black people who acquired South African citizenship after 1994. When will the units become shares in YeboYethu Ltd? In 2015, when YeboYethu settles the outstanding notional vendor finance, on behalf of the Trust, the Trust will be left with a certain number of YeboYethu ordinary shares. The Trust will distribute the YeboYethu ordinary shares to the participants in the Trust. They will be divided amongst the participants according to the number of units they have. Why is Vodacom giving employees trust units? To empower employees to become shareholders in Vodacom SA through YeboYethu To satisfy the requirements set out with the BEE legislation To redress the inequalities of the past prior to April 1994 To enhance the BEE ownership status of Vodacom SA What are the key unit allocation dates? Employee unit allocations will be finalised in September 2008 after completion of the employee verification process of BEE black employees for BEE purposes. Non-BEE accredited blacks are allocated units under the Whites and other employee category. Employee unit allocation letters will be distributed during October 2008. What is the value of 200 000 units if allocated to an employee on the 1 September 2008? It is important to distinguish between encumbered shares and unencumbered shares. On day 1 the value of your unit is R1. If you have 200 000 units then the 'gross value' of the units is R200,000. However, against this gross value is the notional vendor finance ('loan'). This is represented by the R1.665bn. or R0.88 per unit. Therefore your gross units are worth R200,000 or 8 000 VSA shares, but they are 'encumbered' by the notional vendor finance loan against this, which is worth R177,600. Gross value less encumbrance equates to the R22,400 'unencumbered equity' that your units represent. The R22,400 represents the value of the units after taking into account the notional vendor finance against these shares. This is also the value on day 1. We would expect VSA's growth to outperform the notional vendor finance loan outstanding. If this is the case then the value of your units will increase over time (& vice-versa). The ESOP, through YeboYethu, is liable to settle the entire notional vendor finance loan (i.e. capital + interest). In the example above the R1.665bn represents this.
Is an employee s years of service in Vodacom taken into account when allocating YeboYethu Employee Participation Trust Units? NO. Past service tenure is not taken into account in the unit allocation formula. The eligibility is based on permanent employees as at 1September 2008.The units are allocated for BEE purposes and for the contribution that employees will make in the future to further grow the company profits. Long serving employees have been handsomely compensated during their past tenure in the form of above market pay, incentive bonus schemes and sterling growth achieved by previous phantom share allocations. What does the lock-in period mean? The lock-in period for the BEE deal is seven years. This waiting period is necessary for the shares to grow in value. The shares are worth a certain amount when they are given to you. They must increase in value over time in order to bring you, as the shareholder, some meaningful benefits. Would you forfeit your benefit if you resign? Employees will be entitled to retain their vested portion if they leave before the maturity date. The scheme refers to good leavers i.e. retirement, retrenchment, death, disability and resignation. Dismissals and criminal offences are referred to as bad leavers with a 100% penalty. Did Vodacom reserve shares for future employees? In the first year of the scheme, 75% of the units will be allocated to eligible employees as of 1 September 2008. The remaining 25% of the units will be allocated to new eligible employees annually until the fifth anniversary of the scheme with annual allocations decreasing by 14.29% compared to the preceding allocation. Will all staff qualify to participate in the scheme? All permanent employees of Vodacom Group and/or any of its wholly owned South African subsidiaries as well as employees of Vodacom SA and its wholly owned subsidiaries will qualify. This also includes employees of the above mentioned which are on secondment outside of South Africa. Will Vodacom pay any dividends directly to a foreign bank account, if I should leave RSA on retirement or will I need to keep a bank account in South Africa? Vodacom could only make payments into a South African bank account. If I take the share payout and retire, will it be taken into account as a retirement lump sum and taxed at a lower rate? No, we don t believe the rating provisions of section 7A(4A) and section 5(10) of the Income Tax Act provide for this benefit. The vesting date i.e. when the tax liability for the shares becomes payable, is 1 March 2016 which could be deferred until 1 July 2016.
Are there are any circumstances under which beneficiaries, at any stage in their ownership of YeboYethu Ltd shares, would be liable for capital gains tax, and if so what those circumstances would be? PAYE is payable as and when employees receive YeboYethu shares. PAYE is payable on the value of the shares they receive when they receive these shares. So, by way of example, if in Sep '15 an employee is allocated YeboYethu shares worth R150,000 and his marginal tax rate is 30%, then after settling the outstanding PAYE, he will receive YeboYethu ordinary shares worth R100,000. If he sold these shares immediately, he would receive R100,000 (excl brokerage costs) and would not be liable for CGT. If however he continued to hold these shares for a further year and at the time of selling them they are worth R175,000 he will then be liable for the capital gain - being R75,000. He would then be liable to pay CGT on the capital gain of R75,000. PAYE is therefore payable as and when the employee receives his YeboYethu shares CGT would be payable on any gain between the time of receiving the YeboYethu shares and selling these shares. Who are the strategic participants? Vodacom has selected Royal Bafokeng Holdings (31.5% of transaction) and Thebe Investment Corporation (13.5% of transaction) as the two preferred strategic partners. Royal Bafokeng is the primary investment vehicle of the Royal Bafokeng Nation, a 300 000 strong broad-based black community with its roots in the North West Province. Royal Bafokeng has an asset base in excess of R29 million. Royal Bafokeng is responsible for the management and development of the commercial assets of the Royal Bafokeng Nation, for the sustainable benefit of the community. Thebe Investment Corporation is one of the pioneers of broad-based BEE in South Africa. Thebe is 51.3% owned by the Batho Batho Trust, a Black community based organisation established to promote the social and economic development of Black people and women. Thebe aims to develop and invest in businesses for the long term benefit of the community, fulfilling social objectives using economic means. What is the size of the BEE transaction? R7.5 billion which will include all Vodacom South African staff (25% of the transaction), the broad-based Black South African public and Vodacom Black business partners (30% of the transaction), also referred to as Black public participants, and lastly strategic participants (45% of the transaction), collectively referred to as the BEE participants. Why did Vodacom structure a Black Economic Empowerment (BEE) transaction? The main reason for the BEE deal is to promote Black Economic Empowerment in our country. BEE means Black Economic Empowerment as contemplated in the Broad-Based Black Economic Empowerment Act, 53 of 2003. The deal is in line with Vodacom s commitment to transformation and is designed to provide long term, sustainable benefits to a broad base of Black South African participants, with a focus on the lower income groups. Will I be able to track the share price? During the first 5 years YeboYethu shares will not be traded. During the second 5 year period, YeboYethu will publish the latest traded price on its website www.yeboyethu.co.za.
What are the benefits of buying shares? You will indirectly own a stake in Vodacom. You will also indirectly buy shares in Vodacom SA at a 10% discount to the R120 billion value of Vodacom SA. For every R2 500 you invest, Vodacom SA will provide facilitation through a 10% upfront discount of R 1 563 and national vendor financing of R11 562. This will provide you with a total exposure to Vodacom SA of R15 625. Who qualifies to buy shares in the Public Offering? Black people (African, Coloured, Indian and Chinese) who are natural persons and citizens of South Africa through birth, descent or naturalisation occurring before 27 April 1994. Black groups (Black companies and Black entities) incorporated or formed in South Africa may also buy shares. Black minors can apply but must be assisted by a parent or a legal guardian and have a bank account in their own name. And lastly, Black business partners who have been invited to participate. Please note that although Black Vodacom staff can buy shares through the Public Offer, they will also be given shares by Vodacom. How many YeboYethu shares are being offered? 14.4 million shares with a total subscription of R360 million. How many YeboYethu shares can I buy and can Vodacom staff members also buy shares as part of the public offering? You may buy anywhere from a minimum of 100 YeboYethu shares which will cost R2 500 to a maximum of 1.44 million YeboYethu shares. Yes, Black Vodacom staff members may also buy shares through the Public Offer although Vodacom will also give shares to all permanent Vodacom staff. Who can the public contact to obtain more information regarding the buying of shares? For more information, please visit the www.yeboyethu.co.za or 082 1 YEBO (9326) or 0800 22 YEBO (9326). Why is the Public Offer so highly attractive? The purchase of YeboYethu shares gives the Black public a 10% entry discount into Vodacom SA. 84% vendor financing is provided purchasing a minimum of R2 500 worth of shares gives the Black public an exposure to the value of R15 625 on entry. Vendor financing is provided at an attractive rate of 10% fixed over the seven year period. Dividends are paid out on 50% of the investment from inception until the end of the notional vendor financing period of 7 years; thereafter you will be paid dividends on 100% of your investment. Why is the Public Offer so highly attractive? The purchase of YeboYethu shares gives the Black public a 10% entry discount into Vodacom SA. 84% vendor financing is provided purchasing a minimum of R2 500 worth of shares gives the Black public an exposure to the value of R15 625 on entry. Vendor financing is provided at an attractive rate of 10% fixed over the seven year period. Dividends are paid out on 50% of the investment from inception until the end of the notional vendor financing period of 7 years; thereafter you will be paid dividends on 100% of your investment.
What is the Public Offer? The public offer opens at 09:00 on 30 July 2008 and closes at 15:00 on 11 September 2008. The prospectus containing details of the offer and the application forms is available from Post Offices from 30 July 2008 to 11 September 2008. 14.4 million YeboYethu shares are being offered at R25 each. The minimum subscription is 100 shares or R2 500; maximum subscription of 1 440 000 shares or R36 million shares; and shares can only be purchased in multiples of 100. What is YeboYethu? YeboYethu was established as a public company duly incorporated on 19 June 2008 in accordance with the laws of the Republic of South Africa. YeboYethu was formed with the specific purpose of acquiring an interest in Vodacom SA. 14.4 million ordinary unlisted shares in YeboYethu are being offered to Black South Africans. Who will administer the YeboYethu Employee Participation Trust? The Trust will be administered by the Trustees. The Trustees will be responsible for the overall management of the Trust, however, the day to day administration of the Trust will be outsourced. What is the main responsibility of a Trustee? Trustees are required by law to look after the interests of the Trust s beneficiaries. The Trust has to comply with the requirements of the DTI Codes of Good Practice on broad-based BEE participation. The Trustees will exercise voting rights on behalf of employees. How will the Trust be governed? There shall at all times be seven Trustees on the Board of Trustees, three of which will be appointed by Vodacom SA and four will be appointed by the participants by way of a national election process through the Vodacom Intranet. One of the trustees elected by the participants will be co-opted from the Consultative Committee. What is the tenure of the scheme? 7 years from implementation date of the transaction (October 2008). Who qualifies to take part in the YeboYethu Employee Participation Trust? All permanent employees of Vodacom Group and/or any of its wholly owned South African subsidiaries as well as employees of Vodacom SA and its wholly owned subsidiaries and do include employees of the above mentioned which are on secondment outside of South Africa.