MTN ZAKHELE (RF) LIMITED - Update announcement on the MTN Zakhele Scheme Unwinding in November 2016, shareholder options and cautionary

Update announcement on the MTN Zakhele Scheme Unwinding in November 2016, shareholder options and cautionary

MTN Zakhele (RF) Limited
(Incorporated in South Africa)
(Registration number 2010/004693/06)
Share code: MTNZBE ISIN: ZAE000208526
(“MTN Zakhele”)

UPDATE ANNOUNCEMENT ON THE MTN ZAKHELE SCHEME UNWINDING IN NOVEMBER 2016, SHAREHOLDER
OPTIONS AND CAUTIONARY ANNOUNCEMENT

1.   Update

     MTN Zakhele shareholders are referred to the press announcement published by the company on 12
     October 2015, wherein shareholders were advised of the upcoming maturity of the current MTN Zakhele
     share scheme, which is expected during November 2016 (“the Unwinding”).

     It is still envisaged that, either Option 1 or 2 below or both such Options will be made available to the
     holders of MTN Zakhele ordinary shares. In addition, Option 3 below may also be made available if so
     decided on and approved by the board of MTN Group Limited and its shareholders:

     Option 1
     A cash settlement equivalent to the value of their MTN Zakhele ordinary shares at the time (after taking
     into account liabilities to funders, the Unwinding costs and associated taxes).

     Option 2
     A combination of MTN Group Limited shares and cash settlement equivalent to the value of their MTN
     Zakhele ordinary shares at the time (after taking into account liabilities to funders, the Unwinding costs
     and associated taxes).

     Option 3
     MTN Group Limited continues to evaluate alternatives for a new Black Economic Empowerment (“BEE”)
     share scheme that may come into effect on the expiry of the MTN Zakhele share scheme in November
     2016. As part of this new scheme, it is possible, although not yet certain, that holders of MTN Zakhele
     ordinary shares at the time will be granted the opportunity of a partial re-investment into the new BEE
     share scheme on terms yet to be determined.

2.   Indicative timelines for the Unwinding



     Unwinding step                                                     Indicative date (2016)


     Circular to MTN Zakhele shareholders                               End August / early September


     MTN Zakhele shareholder meeting                                    End September/early October


     MTN Zakhele shareholder election period                            Early to late October


     Unwinding of MTN Zakhele                                           24 November


     MTN Zakhele shareholders receive elected settlement option         1 to 2 weeks after 24 November

    
 Please note that these dates are indicative and are subject to change.

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3.   Cautionary announcement


     Further details regarding the abovementioned Options, as well as the terms and conditions, timing and
     pricing thereof, will timeously be made available to the holders of MTN Zakhele ordinary shares.

     Shareholders are accordingly advised to exercise caution when dealing in MTN Zakhele ordinary shares
     until the full terms announcement in relation to the Unwinding is published.

     MTN Zakhele expects to be in a position to provide a further update on the Unwinding steps and
     processes by the end of July 2016.


Johannesburg
30 May 2016

Joint Corporate Advisors
Tamela
Deloitte

Corporate Law Advisors
Webber Wentzel

Transaction Sponsor
Nedbank Corporate and Investment Banking
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