Safaricom PLC has moved to calm investors after disclosing that Vodafone Kenya Limited is the entity seeking to acquire a 15 per cent stake from the government.
This, while firmly stating that the multinational does not intend to take over the company.
In a public announcement issued on Thursday, Safaricom confirmed it had been formally served with a Notice of Intention from Vodafone Kenya, signalling plans to purchase 6,009,814,200 ordinary shares from the government at Sh34 per share.
The transaction, valued at Sh204.3 billion (USD 1.6 billion), is one of the largest share transfers in Kenya’s corporate history.
If completed, Vodafone Kenya’s ownership in Safaricom would rise to 55 per cent, but the telco stressed this does not signal an attempt to buy out other shareholders.
“Vodafone Kenya does not intend to launch a takeover offer of Safaricom,” the announcement stated.
It has been signed by Safaricom Company Secretary Linda Mesa Wambani and NBMA Advocates LLP (ENS), which is the legal adviser to the company.
The company will instead apply to the Capital Markets Authority (CMA) for an exemption from the mandatory takeover procedures ordinarily triggered when an investor crosses the effective control threshold.
The GOK share acquisition is tied to a second, equally significant internal restructuring within the Vodafone ecosystem.
Safaricom disclosed that Vodacom Group Limited, already the 87.5 per cent majority shareholder of Vodafone Kenya, will simultaneously acquire Vodafone International Holdings B.V.’s remaining 12.5 per cent stake in Vodafone Kenya.
This internal reorganisation, priced at Sh68.1 billion (USD 0.5 billion), will give Vodacom 100 per cent ownership of Vodafone Kenya and an additional 4.99 per cent indirect stake in Safaricom.
Once both transactions close, the shareholding structure of Kenya’s largest telco will shift to Vodafone Kenya/Vodacom Group (55 per cent), Government of Kenya (20 per cent) and public investors (25 per cent).
The two acquisitions are inter-conditional and expected to be completed concurrently.
In a notable feature of the transaction, Vodafone Kenya will also make an upfront payment of Sh40.2 billion to the GOK.
This sum covers future dividends that would accrue to the state from its remaining 20 per cent shareholding.
Analysts say this move provides the Treasury with immediate liquidity while securing predictable dividend flows for Vodafone Kenya going forward.
Safaricom emphasised that the multi-layered transaction remains subject to a wide range of approvals.
These include clearances from Cabinet, National Assembly, Capital Markets Authority (CMA), Communications Authority of Kenya (CAK), Central Bank of Kenya (CBK), COMESA Competition Commission and East African Community Competition Authority.
Only after these steps are completed can the acquisition be formally concluded.
The telco also advised shareholders and the broader investing public to remain cautious when trading Safaricom shares in the interim, noting that several steps remain before the proposed deal can proceed.
Further disclosures will be published on Safaricom’s website and through regulatory filings as required under the Capital Markets (Take-overs and Mergers) Regulations, 2002, and the Capital Markets (Public Offers, Listings and Disclosures) Regulations, 2023.
