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Safaricom Prospectus

Safaricom Prospectus



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Published by: api-3816439 on Oct 17, 2008
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SAFARICOM LIMITED(Incorporated in Kenya under the Companies Act (Cap 486))Registration Number C.8/2002(Safaricom or the Company)Prospectusin respect ofan offer for sale by the Government of Kenya of 10,000,000,000shares with a par value of Kenya Shillings Five Cents (KShs 0.05)each in the ordinary share capital of Safaricom (the OfferShares) comprising a public offer of 25% of the issued ordinarySafaricom shares (the Offer)and incorporatingshare application formsProposed Listing Date Friday, 30 May, 2008This Prospectus is issued in compliance with the Companies Act(Cap 486), the Capital Markets Act, (Cap 485A) and the CapitalMarkets (Securities) (Public Offers, Listing and Disclosures)Regulations 2002.
1. Important Notice
This document is important and requires your careful attention
A copy of this Prospectus together with the documents required by Section 43 of the Companies Act to beattached hereto, have been delivered to the Registrar of Companies in Nairobi for registration and to theCapital Markets Authority (CMA) for approval. Prospective investors should carefully consider thematters set forth in this document.This document is a Prospectus inviting applications for 25% of the issued ordinary shares of Safaricomunder terms outlined herein, which are being offered for sale by the Government of Kenya, acting throughthe Permanent Secretary to the Treasury (GoK). The Offer consists of five pools: (i) domestic retail; (ii)qualified institutional investor; (iii) Safaricom dealer; (iv) employee; and (v) international (the InternationalPool). The domestic retail, qualified institutional investor, Safaricom dealer and employee pools arecollectively referred to as the Domestic Pool, each as more fully described herein. If you are in doubt asto the meaning of the contents of this Prospectus or as to what action to take, please consult yourinvestment bank, financial advisor, stockbroker or other professional advisor authorised under the CapitalMarkets Act who specialises in advising on the acquisition of shares and other securities, immediately.If you wish to apply for shares in terms of the offer for sale then you must complete the procedures forapplication and payment set out in the applicable part of the section entitled Features of the Offer.The CMA has granted permission for the public offering and listing of the ordinary shares of Safaricom atthe Nairobi Stock Exchange (NSE). As a matter of policy, the CMA assumes no responsibility for thecorrectness of any statements or opinions made or reports contained in this Prospectus. Approval of theOffer and/or Listing is not to be taken as an indication of the merits of the Company or of the Offer Shares.Approval has been obtained from NSE for the admission of the ordinary shares of Safaricom to the MainInvestment Market Segment (MIMS). Subject to compliance with the NSE Listing Rules, the NSE willadmit to listing the ordinary shares of Safaricom under the security code SFCOM.The Offer Shares will carry the right to participate in all future dividends to be declared and paid on theordinary share capital of the Company. The Offer Shares rank pari passu with the other ordinary sharesof Safaricom and each ordinary share carries one vote at a general meeting of the Company.After the closing of the Offer, the ordinary share capital of Safaricom will comprise 119,999,999,600authorised ordinary shares and 40,000,000,000 issued ordinary shares with a par value of KShs 0.05each. These shares will be freely transferable and will not be subject to any restrictions on marketabilityor any pre-emptive rights. The Cabinet of the Government of Kenya has approved the Offer and noobjection has been raised by the Board of Directors of Safaricom.This Prospectus contains information that is provided in compliance with the requirements of theCompanies Act and the Capital Markets Act as well as the rules and regulations made thereunder.The directors of Safaricom, whose names appear on page 8 of this Prospectus, accept responsibility forthe information contained in this Prospectus except the information at sections 1 3, 5 7, 9, 12, 22 andthe Appendix, for which GoK takes responsibility.To the best of the knowledge and belief of the directors of Safaricom (who have taken all reasonable careto ensure that such is the case) the information contained in this Prospectus for which they takeresponsibility is in accordance with facts and does not omit anything likely to affect the import of suchinformation. To the best of the knowledge and belief of the GoK (which has taken reasonable care toensure that such is the case) the information contained in this Prospectus for which it takes responsibilityis in accordance with facts and does not omit anything likely to affect the import of such information.The Offer does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy,securities in any jurisdiction in which such an offer or solicitation would be unlawful. The Offer consists ofan offering outside Kenya and the United States of America (the United States) of shares pursuant to
Regulation S (Regulation S) under the US Securities Act 1933, as amended (the Securities Act). Theshares have not been, and will not be, registered under the Securities Act or any state securities laws andmay not be offered, sold, pledged or otherwise transferred in the United States or to, or for the account orbenefit of, U.S. persons absent registration or an exemption from registration under the Securities Act.The Offer does not constitute an offer or solicitation of an offer to the public in the United Kingdom orGermany. The Offer Shares have not been, nor will they be, registered under the applicable securitieslaws of Australia, Canada and Japan. Subject to certain exceptions, the Offer Shares may not be offeredor sold, directly or indirectly, in or into Australia, Canada or Japan or to or for the account or benefit of anynational, resident or citizen of Australia, Canada or Japan.A description of these and certain other restrictions to which the Offer and sale of the Offer Shares aresubject are set out in full in the section of this Prospectus entitled Features of the OfferPart I-GeneralSelling Restrictions.This Prospectus contains statements from Deloitte & Touche, the Reporting Accountants, whichconstitute a statement made by an expert in terms of Section 42(1) of the Companies Act. The ReportingAccountants have given and not withdrawn their consent to the issue of the said statements in the formand context in which they are included in this Prospectus.Muriu Mungai & Co, Muthaura Mugambi Ayugi & Njonjo, and Kipkorir Titoo & Kiara, the Legal Advisors,have given and not withdrawn their written consent to the inclusion in this Prospectus of their letter in theAppendixLegal Opinion, and the references to their names, in the form and context in which theyappear, and have authorised the contents of said letter.
Forward-looking statements
This Prospectus contains forward-looking statements relating to the Companys business. Theseforward-looking statements can be identified by the use of forward-looking terminology such as believes,expects, may, is expected to, will, will continue, should, would be, seeks or anticipates orsimilar expressions or the negative thereof or other variations thereof or comparable terminology, or bydiscussions of strategy, plans or intentions. These statements reflect the current views of the Companywith respect to future events and are subject to certain risks, uncertainties and assumptions. Manyfactors could cause the actual results, performance or achievements of the Company to be materiallydifferent from the future results, performance or achievements that may be expressed or implied by suchforward-looking statements. Some of these factors are discussed in more detail under Risk Factors andBusiness Overview. Should one or more of these risks or uncertainties materialize, or should underlyingassumptions prove incorrect, actual results may vary materially from those described in this Prospectusas anticipated, believed, estimated or expected. The Company does not intend, and does not assumeany obligation, to update any industry information or forward-looking statements set out in this Prospectus.
Dated: 2008

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