The terms of Vodacom Group’s acquisition of a co-controlling interest in the material assets own by Community Investment Ventures Holdings (CIVH) – including Vumatel and Dark Fibre Africa – have been changed, but the deal is still on the table.
The acquisition was first announced in November 2021, proposing for Vodacom Group to hold a 30% equity interest in a newly-formed entity (InfraCo renamed Maziv) that will house these assets, as well as certain fibre assets which Vodacom Group will contribute into InfraCo.
Vodacom Group also has an option to acquire an additional 10% stake in Maziv to increase its shareholding to 40%.
The transaction remains subject to the approval of the South African competition authorities. Conditional approval has also been granted by the Independent Communications Authority of South Africa, subject to the aforementioned Competition authorities’ approval.
The transaction has taken longer than anticipated to conclude, so the parties have agreed on certain amendments to the transaction agreements to ensure that the transaction terms remain appropriate, fair treatment of the parties, and that the business is allowed to operate optimally during the interim period.
These amendments are not material in nature and include:
* The extension of the transaction longstop date to 30 November 2023;
* The valuation of Maziv will be determined by Maziv at 31 March 2023, and reviewed by its auditors. This valuation will be subject to certain adjustments, as set out in the transaction agreements, and will escalate at an agreed rate from 31 March 2023 until the implementation date;
* An alignment of the pricing mechanism applicable to the option, as a result of the abovementioned amendment; and
* The period during which the option is exercisable by Vodacom Group has been changed from being exercisable for 180 days post transaction implementation to 180 days post 31 March 2023, so on or before 30 September 2023.