Offer for VenFin

Vodafone Group Plc
01 December 2005


Not for release, publication or distribution in or into the United States,
Australia, Canada or japan


1 December 2005

                                OFFER FOR VENFIN


Vodafone announced on 4 November 2005 that it had agreed to purchase the 35.5
million 'B' ordinary shares ('B' Shares) in VenFin Limited ('VenFin') previously
owned by the Rembrandt Trust (Pty) Limited at a price of R47.25 per 'B' Share,
subject to certain conditions. The acquisition of the 'B' Shares would give
Vodafone a 46.5% voting interest and an 8.0% economic interest in VenFin whose
principal asset is a 15% stake in Vodacom. Vodafone also announced, on 3
November 2005, that it intended to make an offer to the remaining shareholders
of VenFin to acquire their VenFin ordinary shares (the 'Offer Shares') at a
price of R47.25 per VenFin ordinary share (the 'Offer').

Vodafone Holdings (SA) (Pty) Limited, an indirectly held, wholly owned
subsidiary of Vodafone, has announced today in South Africa its firm intention
to proceed with the Offer, subject to certain conditions.

The Offer is expected to close in the first calendar quarter of 2006.


Market purchases and irrevocable undertakings

Vodafone has purchased in the market in total 30.3 million ordinary shares in
VenFin at a price of less than R47.25 per VenFin ordinary share (representing
7.4% of the issued ordinary shares in VenFin, excluding ordinary shares in
VenFin held as treasury shares).

As at the date of this announcement, irrevocable undertakings to accept the
Offer have been received from VenFin shareholders holding 248.1 million ordinary
shares (representing 65.5% of the ordinary shares in VenFin not already owned by
Vodafone or VenFin).


Surplus asset sale

Vodafone has agreed to procure that after closing of the Offer, subject to
certain conditions, VenFin will dispose of substantially all of the assets of
VenFin other than its indirect stake in Vodacom for a cash consideration of R5
billion to a new company to be owned by certain of the current shareholders of
VenFin.

A full announcement relating to the detailed terms and conditions of the Offer
has been made in South Africa.


                                     -ends-



For further information:

Vodafone Group
Investor Relations                               Media Relations
Telephone: [phone]                   Telephone: [phone]


Notes to Editors

About Vodafone

Vodafone is the world's leading mobile telecommunications group with operations
in 27 countries across 5 continents with 171 million proportionate customers
worldwide as at 30 September 2005 as well as 27 partner networks. For further
information, please visit www.vodafone.com.

About Rembrandt Trust

Rembrandt Trust controls 100% of the unlisted 'B' Ordinary shares in VenFin.
Johann Rupert is a director of Rembrandt Trust which also controls 100% of the
unlisted 'B' ordinary shares in South African listed investment company Remgro
Limited. Rembrandt Trust also owns all the unlisted 'A' ordinary shares of M&I,
the company which provides management services to both VenFin and Remgro.

About Vodacom

Vodacom is a South African based pan-African cellular communications company
providing GSM services to over 17 million customers at 30 September 2005 in
South Africa, Tanzania, Lesotho, Mozambique and the Democratic Republic of
Congo. Vodacom's South African operations also offer a UMTS or 3G service.
Vodacom is currently owned by Telkom 50%, Vodafone 35% and VenFin 15%. For
further information, please visit www.vodacom.co.za.

About VenFin

VenFin is an investment holding company listed on the JSE, focused on
investments in telecommunications, technology, media, financial and risk
services and other private equity businesses and start-up opportunities. For
further information, please visit www.venfin.co.za.


Important information

The Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any other means or instrumentality (including, without 
limitation, telephonically or electronically) of interstate or foreign commerce 
of, or any facilities of a national securities exchange of, the United States,
Australia, Canada or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, neither copies of this announcement nor
any related offer documentation are being or may be mailed or otherwise
distributed or sent in or into or from the United States, Australia, Canada or
Japan.







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