MTN ZAKHELE (RF) LIMITED - Finalisation of cash consideration, rounding cash amount and MTNZ tax cash top-up amount and termination of listing

Finalisation of cash consideration, rounding cash amount and MTNZ tax cash top-up amount and termination of listing

MTN Zakhele (RF) Limited

(Incorporated in South Africa)

(Registration number 2010/004693/06)

Share code: MTNZBE ISIN: ZAE000208526

(“MTN Zakhele” or “MTNZ” or the “Company”)

FINALISATION OF THE CASH CONSIDERATION, ROUNDING CASH AMOUNT AND MTNZ TAX CASH
TOP-UP AMOUNT AND THE TERMINATION OF LISTING OF MTNZ


If you have any queries regarding the contents of this announcement and/or the unwinding of MTN
Zakhele please contact the MTNZ Shareholder Call Centre (083 123 6869) or visit the MTN Zakhele
website www.mtnz.co.za.

Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this
announcement have the same meanings as given in the announcement dated 22 August 2016 detailing
the terms of the unwinding of MTN Zakhele.

1.      CASH CONSIDERATION, ROUNDING CASH AMOUNT AND MTNZ TAX CASH TOP-UP AMOUNT

1.1          Scheme Participants are referred to the announcements released by the Company on
             SENS on 22 August 2016, 12 and 17 October 2016, and 22, 24, 28 and 29 November 2016,
             in relation to the unwinding of MTN Zakhele.

1.2          Following conclusion of the Market Sale Process on Tuesday, 29 November 2016, the
             Company hereby advises Scheme Participants of the following finally determined
             amounts in relation to the Scheme:

1.2.1              the Cash Consideration payable to Scheme Participants who elected such (or were
                   deemed to have elected such), is an amount of 5907.90594 cents per MTNZ Share.
                   The Cash Consideration is not taxable in the hands of Scheme Participants;

1.2.2              the MTNZ Tax Cash Top-Up amount is R8 560 304, which amount is payable to all
                   Scheme Participants on a pro rata basis and amounts to 10.58288 cents per MTNZ
                   Share. DWT is payable on the MTNZ Tax Cash Top-Up Amount, resulting in a net
                   amount of 8.99545 cents per MTNZ Share; and

1.2.3              the total Rounding Cash Amount, being the amount that arose as a result of the
                   fractional entitlements attributable to Scheme Participants, was realised through
                   the Market Sale Process in terms of which 54 120 MTN Shares were sold resulting
                   in net proceeds of R5 955 705.79. The Rounding Cash Amount is determined as an
                    amount of 7.36289 cents per MTNZ Share payable to all Scheme Participants. DWT
                    is payable on the Rounding Cash Amount, resulting in a net amount of 6.25846
                    cents per MTNZ Share.

Notes:
a.          The repurchase by MTNZ on the applicable Operative Date of that number of MTNZ Shares in
            respect of which Scheme Participants elected (or were deemed to have elected) to receive MTN
            Consideration Shares and/or Cash Consideration, has resulted in a change in beneficial ownership,
            and therefore a transfer, of the corresponding Base Entitlement Shares to the Scheme
            Participants. Securities Transfer Tax will therefore be recoverable from each Scheme Participant
            in respect of the Base Entitlement Shares transferred to it;


b.          The liability for DWT in respect of the MTNZ Tax Cash Top-Up Amount and Rounding Cash Amount
            will fall on the recipient (i.e. the beneficial owner) of the dividend and will be withheld from the
            dividend payment by the MTNZ Transfer Secretaries in respect of Certificated Scheme Participants,
            or where relevant, certain other withholding agents (including CSDPs) in respect of Dematerialised
            Scheme Participants; and


c.          The MTN Consideration Shares and the Cash Consideration are both deemed to be dividends in
            specie for purposes of DWT levied under the Income Tax Act.


2.    TERMINATION OF LISTING OF MTNZ

      Following settlement of the abovementioned cash amounts on or about Tuesday, 13 December
      2016, the listing of MTNZ on the JSE will be terminated with effect from the commencement of
      trading on Wednesday, 14 December 2016.


By order of the Board of Directors of MTN Zakhele (RF) Limited

9 December 2016

Corporate advisor
Tamela

Legal and tax advisor
Webber Wentzel

Transaction sponsor
Nedbank Corporate and Investment Banking

Date: 09/12/2016 11:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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