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Listing of MTN Zakhele (RF) Limited on the JSE Securities Exchange - MTNZBE
MTN Zakhele (RF) Limited
(Incorporated in South Africa)
(Date of incorporation: 10 March 2010)
(Registration number: 2010/004693/06)
Share code: MTNZBE ISIN: ZAE000208526
("MTN Zakhele" or "the Company")
LISTING OF MTN ZAKHELE (RF) LIMITED ON THE JSE SECURITIES EXCHANGE
1. Introduction
The JSE Limited ("JSE") has granted approval to MTN Zakhele to list a maximum of
80 888 207 ordinary shares in its issued share capital as Asset Backed Securities on the BEE
Segment of the main board of the JSE under the full name "MTN Zakhele (RF) Limited" with
the abbreviated name of "Zakhele" (the JSE alpha code will be "MTNZBE" and the ISIN will be
ZAE000208526) ("MTN Zakhele Shares") effective as from the commencement of trade on
5 November 2015 ("the BEE Listing").
MTN Zakhele will list on the BEE Segment of the main board of the JSE pursuant to the use of
a BEE Verification Agent as contemplated in the JSE Listings Requirements. The MTN Zakhele
Shares will only be traded on the JSE in uncertificated form and accordingly all MTN Zakhele
Shares currently held in certificated form (other than MTN Zakhele Shares held by Election
Shareholders, being those MTN Zakhele Shareholders holding certificated MTN Zakhele Shares
who have by the election end date of 29 October 2015, elected not to participate in the bulk
dematerialisation and to continue holding their MTN Zakhele Shares in certificated form) will
be converted into uncertificated form pursuant to the bulk dematerialisation.
This announcement does not constitute an offer to buy or sell MTN Zakhele Shares but is for
information purposes only.
The pre-listing statement dated and issued on 28 October 2015 relating to the listing of MTN
Zakhele is available on MTN Zakhele's website (https://www.mtnz.co.za).
2. MTN Zakhele overview
MTN Zakhele was established in 2010 as a ring fenced vehicle for previously disadvantaged
South Africans to invest in MTN Group Limited ("MTN"), a leading emerging markets
telecommunications service provider. MTN Zakhele's 4% stake in MTN, along with other
transformation and empowerment initiatives, supports MTN's status as a leading BEE-driven
telecommunications company.
The board of directors of MTN Zakhele ("MTN Zakhele Board") comprises only non-executive
directors, and MTN Zakhele does not employ any employees.
2.1 Restrictions on MTN Zakhele Shares
The MTN Zakhele Shares are subject to various restrictions as set out in MTN Zakhele's
Memorandum of Incorporation and the relationship agreement concluded between
MTN Zakhele and MTN on 29 September 2015 ("Relationship Agreement"), including,
inter alia, that they may only be owned by Eligible Shareholders (as defined below) and
may not be encumbered. Pursuant to the BEE Listing and for the duration of the BEE
Listing period (being the period commencing on the date of the BEE Listing and ending
on the earlier of 1) the last day of the Empowerment Compliance Period (being a period
of six years which commenced on 24 November 2010 and ends at 23:59:59 on 24
November 2016); or 2) the date on which the BEE Listing terminates for any reason) the
trading in, and transfer of, MTN Zakhele Shares will be subject to the BEE verification
process and must occur in accordance with the verification terms and conditions
acknowledged and accepted by the verified shareholder during such process.
An Eligible Shareholder is defined in the Relationship Agreement as:
(a) any black participant (i.e. black person, black company and black entity) who is
accepted to become an MTN Zakhele Shareholder (i) in MTN's (or its nominee,
delegatee or agent) sole discretion, such acceptance to be recorded in writing or (ii)
pursuant to any decision made by the BSTC (being MTN or such committee or third
party as MTN may nominate from time to time to fulfil the functions assigned thereto
under the Relationship) (or its nominee, delegate or agent) in accordance with the
Relationship Agreement (unless MTN determines otherwise on written notice to the
BSTC in respect of such decision), such acceptance by the BSTC to be recorded in
writing, (and in the case of either (i) or (ii), including, if applicable, through the "over-
the-counter" trading platform, or the BEE Listing and its related processes, for example
BEE verification) and (b) such other persons as are permitted from time to time (and for
the period so permitted) under the Relationship Agreement to hold MTN Zakhele Shares.
2.2 Share capital
At the date of the BEE Listing, the authorised share capital of MTN Zakhele will comprise
100 000 000 MTN Zakhele Shares, 3 140 000 Class A BIC Preference Shares and 720 000
Class B BIC Preference Shares, and the issued share capital of MTN Zakhele will
comprise 80 888 207 fully paid-up MTN Zakhele Shares and 3 140 000 fully paid-up Class
A BIC Preference Shares. All of the Class B BIC Preference Shares have been redeemed.
2.3 Directors and management
The names, ages and business addresses of the directors of MTN Zakhele on the date of
the BEE Listing are set out below:
Name (age) Position Nationality Business address
Sindisiwe N Mabaso- Non-executive South 4th Floor – Aloe Grove,
Koyana (46) chairperson African Houghton Estate Office
Park
2 Osborn Road,
Houghton, 2198
Grant Glenn Gelink (65) Non-executive South 4th Floor – Aloe Grove,
director African Houghton Estate Office
Park
2 Osborn Road,
Houghton, 2198
Sonja de Bruyn Sebotsa Non-executive South 4th Floor – Aloe Grove,
(43) director African Houghton Estate Office
Park
2 Osborn Road,
Houghton, 2198
3. Copies of the pre-listing statement
The pre-listing statement is only available in English. Copies may be viewed at the offices of
Link Market Services South Africa Proprietary Limited during normal business hours from
Wednesday, 28 October 2015 until Wednesday, 25 November 2015. The pre-listing statement
will also be available on the Company's website from Wednesday, 28 October 2015.
The registered office of Link Market Services South Africa Proprietary Limited:
13th Floor, Rennie House
19 Ameshoff Street
Braamfontein, 2001
Johannesburg
28 October 2015
Corporate advisor
Tamela Holdings Proprietary Limited
Merchant bank and sponsor
RAND MERCHANT BANK (a Division of FirstRand Bank Limited)
Corporate law advisors
Webber Wentzel
Date: 28/10/2015 10:42:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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