Vodacom Tanzania PLC Prospectus Vodaco Tanania Public Liited Copan Caution The definitions provided under the “definitions and abbreviations” section of this prospectus apply throughout the document unless indicated otherwise. This Prospectus has been prepared in compliance with the Capital Markets and Securities Act, Cap. 79 of the Laws of the United Republic of Tanzania (ACT No. 5 of 1994) and the Companies Act, Cap. 212 of the Laws of United Republic of Tanzania (Act No. 12 of 2002). Vision 2020 A copy of this Prospectus has been delivered to the Capital Markets and Securities Authority (CMSA) for approval and to the Registrar of Companies (BRELA) for registration. Approval of Our journey towards a this Prospectus by the CMSA is not undertaken as indication of the merits of the Vodacom leading digital Tanzania Plc or its shares. The securities offered in this Prospectus have not been approved or disapproved by the CMSA. company... Prospective investors should carefully consider the matters set forth under the caption “Risk Factors” in part 9 of this Prospectus. If you are in doubt about the contents of this Prospectus, you should consult your investment advisor, stockbroker, lawyer, banker, dealer or any other financial consultant. Our Way Our Mission Speed, Empowering the digital lives Simplicity & Trust of our customers Connecting everybody to live a better today and build a better tomorrow Prospectus in respect of an initial public offer of 560 000 100 ordinary shares of Vodacom Tanzania Public Limited ...in a connected society Company at TZS 850 per share, representing after their issue, 25% of Vodacom Tanzania Public Limited Company issued share capital of 2 240 000 300 ordinary shares with a par value of TZS 50 each. i Vodaco Tanania Public Liited Copan Vision 2020 Our journey towards a leading digital company... Our Way Our Mission Speed, Empowering the digital lives Simplicity & Trust of our customers Connecting everybody to live a better today and build a better tomorrow ...in a connected society i Vodacom Tanzania PLC Prospectus Important notice This prospectus is important and should be read in its entirety. If you are in doubt about the contents of this prospectus or what Directors’ responsibility action to take, you are advised to contact your stockbroker, The directors, whose profiles are provided in Part A, investment advisor, financial advisor, banker or other relevant section 8.8 of this prospectus, have taken all reasonable professional advisor, who specialises in advising on the acquisition care to ensure that the facts stated and the opinions of shares and other securities. expressed herein are true and accurate in all material This prospectus contains information that is provided in aspects, and there are no other material facts, the omission compliance with the requirements of the Companies Act, the of which would make any statement herein, whether of fact Capital Markets and Securities Act and Regulations, and the or opinion, misleading. The directors accept responsibility DSE Rules. for the information contained in this prospectus in relation to Vodacom Tanzania. This prospectus is issued by Vodacom Tanzania and has been prepared in respect of the issue of and subscription for the offer shares and the subsequent listing of the shares on the Main Investment Market Segment (MIMS). This follows approval Reporting accountant’s report of the offer by the Board and the existing shareholders of Vodacom Tanzania through resolutions dated 7 November 2016 This prospectus contains an opinion provided by the and 16 November 2016 respectively. reporting accountant, which constitutes a statement made by an expert in terms of Chapter V of the Companies Act. The offer shares applied for pursuant to the public offer will rank The reporting accountant has given and not withdrawn its pari passu in all respects with the existing issued shares following consent to the issue of the said statement in the form and their date of issue. context in which it is included in this prospectus as set out in Part B of this prospectus. All references in this prospectus to times are to East African Time (EAT). Prospective investors should read the whole of the Legal advisor’s opinion text of this prospectus. Their attention is specifically drawn to the discussion of certain risks and other The legal advisor has given and not withdrawn its written factors that should be considered in connection with consent to the inclusion of its opinion in this prospectus, an investment in the offer shares, as set out in the provided in Part C. section titled “Risk factors” in Part A, section 9 of this prospectus. ii Overview Part A Part B Part C Part D Part E Forward looking statements This prospectus contains forward-looking statements, which have not been reviewed or reported on by the auditors of Vodacom Tanzania, with respect to its financial condition, results of operations and business, forecast profit, EPS, PE multiples and certain of its plans and objectives. In particular, such forward-looking statements include: statements relating to Vodacom Tanzania’s future performance, future capital expenditure, acquisitions, divestitures, expenses, revenues, financial conditions, dividend policy and future prospects; business and management strategies relating to the expansion and growth of Vodacom Tanzania; the effects of regulation on its business by the Government; Vodacom Tanzania’s expectations regarding the launch and rollout dates for products, services or technologies; expectations regarding the operating environment and market conditions; growth in terms of customers and usage; and the rate of dividend growth by Vodacom Tanzania. 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 Vodacom Tanzania, 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 present and future business strategies of Vodacom Tanzania and the environments in which it operates now and in the future. All subsequent oral or written forward-looking statements attributable to Vodacom Tanzania or any member thereof or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statements. Vodacom Tanzania expressly disclaims any liability in respect of the content of any forward-looking statement and also expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein or to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such forward-looking statement is based, after the date of this prospectus, except as may be required by law. iii Vodacom Tanzania PLC Prospectus Directors’ declaration We hereby declare that the Board has taken reasonable care to ensure that the information contained in this prospectus relating to Vodacom Tanzania is in accordance with the Capital Markets and Securities Act Regulations and that the Directors take responsibility for the accuracy of such information. We certify that to the best of our knowledge and belief, there are no other facts the omission of which would make any statement within this prospectus relating to Vodacom Tanzania false or misleading and that we have made all reasonable enquiries to ascertain such facts and that this prospectus contains all the information required by law. We confirm that none of the directors individually or with others, or in a company of which they were directors, has been involved in bankruptcy, liquidation or other regulatory prohibitions. The Board confirms that, in its opinion, the working capital available to Vodacom Tanzania is sufficient for its requirements for a period of 18 months following the allotment of the offer shares. As directors, (being the persons set out in Part A, section 8 of this prospectus under the heading “Corporate governance, board of directors and senior management”), we collectively and individually accept full responsibility for the accuracy of the information provided in this prospectus (but only insofar as it relates to Vodacom Tanzania and only to the extent that the Board is required to accept such responsibility in terms of the Companies Act and the DSE Listings Requirements), and that all reasonable enquiries to ascertain such facts have been made and that this prospectus contains all information relating to Vodacom Tanzania as required by law Capital Markets and Securities Act and the DSE Listing Requirements. Signed by: Vivek Mathur Jean Jacques Marais Chairperson Secretary 12 February 2017 12 February 2017 iv Overview Part A Part B Part C Part D Part E Definitions and abbreviations 3G Third generation of wireless mobile telecommunications technology 4G Fourth generation of wireless mobile telecommunications technology Active customers Active customers are based