MOBILE TELEPHONE NETWORKS HOLDINGS LIMITED - MTN-Programme Update

MTN-Programme Update

MOBILE TELEPHONE NETWORKS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1993/001411/06)
Issuer Code: BIMTN
(“MTN Holdings” or “the Issuer”)

NOTIFICATION OF AN UPDATE TO THE ISSUER’S ZAR20,000,000,000 DOMESTIC MEDIUM
TERM NOTE PROGRAMME

Noteholders are advised that MTN Holdings has updated the programme
memorandum dated 6 September 2016 (the “Previous Programme Memorandum”)
relating to the MTN Holdings ZAR20,000,000,000 Domestic Medium Term Note
Programme (the “Programme”) to, among other things, provide for a technical
and regulatory amendment in order to align the Programme and associated
disclosure with the provisions of the Debt Listings Requirements (the “DLRs”)
of the JSE Limited (the “JSE”) and to amend and correct errors of a
typographical nature. Notes issued under the Programme after 2 November 2022
will be governed by the updated programme memorandum dated 2 November 2022
(the “Updated Programme Memorandum”).

A summary of the changes made to the Previous Programme Memorandum are as
follows:

•          Updating to reflect the increased programme amount of ZAR35,000,000,000;

•          Updating the MTN Holdings responsibility and JSE limitation of liability
           statement to align to the DLRs;

•          Updating the section headed “Documents Incorporated by Reference”, which
           sets out all the documents which are deemed to be incorporated in, and
           form part of, the Updated Programme Memorandum;

•          Introduction of a separate “Risk Factors           and   Other   Disclosures
           Schedule”, which includes inter alia:

           •        information pertaining to the business description of the Issuer;

           •        the inclusion of information required to be disclosed relating to
                    the directors, the debt officer and the company secretary of the
                    Issuer;

           •        information relating to risk factors associated with an investment
                    in the notes, including, but not limited to, the risk factors
                    specific to the Issuer;

           •        the description of the Guarantor and the Subsidiary Guarantors;

           •        a Settlement, Clearing and Transfer of Notes section;

           •        a Taxation section;

           •        an Exchange Control section;

           •        a Subscription and Sale section; and

           •        a section setting out disclosures on conflicts of interest;

•          Incorporating reference to the policies in respect of (i) the process
           for the nomination and appointment of directors and (ii) conflicts of
           interest;




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•          Update and inclusion and/or deletion of various definitions in the
           sections headed “Summary of the Programme” and “Terms and Conditions of
           the Notes”;

•          Updates to the pro forma applicable pricing supplement to align to the
           DLRs and to address errors of a typographical nature;

•          Various amendments to the “Terms and Conditions” of the Notes, which
           include amendments to:

           •        Condition 2 (Issue): to clarify the aggregate outstanding principal
                    amount capable of being issued under the Programme;

           •        Condition 6 (Guarantees): to (i) remove the obligation on part of
                    the Issuer to procure the accession of any wholly-owned material
                    operating subsidiary of MTN Group Limited to the Subsidiary
                    Guarantee and (ii) provide the Issuer with the absolute and sole
                    discretion to procure that any subsidiary of MTN Group Limited
                    accede to the provisions of the Subsidiary Guarantee and become a
                    Subsidiary Guarantor. Related consequential amendments have been
                    made to the Subsidiary Guarantee;

           •        Condition 7 (Interest): to introduce provisions dealing with the
                    accrual of interest and definitions of the applicable Business Day
                    Conventions;

           •        Condition 8.6 (Optional Redemption in Respect of a Put Event): to
                    correct an error in the definition of the term “Control”;

           •        Condition 8.8 (Purchase): to provide details relating to the
                    Issuer’s, or any of its subsidiaries’, ability to purchase Notes
                    issued under the programme in the open market;

           •        Condition 9.1 (Method of Payment): to do away with payment by way
                    of cheque/s;

           •        Condition 9.3 (Payment Date): to cater for the DLRs in relation to
                    requirements for payments of interest;

           •        Condition 10 (taxation): to clarify the provisions relating to
                    instances when the Issuer will not be required to gross up;

           •        Condition 12 (Event of    Default):   to   correct   the   errors   of   a
                    typographical nature;

           •        Condition 17 (Amendment of the Terms and Conditions): to align with
                    the DLRs;

           •        Condition 20 (Meetings of Noteholders): to align with the DLRs;

•          Updating the “Settlement, Clearing and Transfer of Notes” section in
           line with recent clearing and settlement processes;

•          Updating the “Taxation” section to align with current South African tax
           law and introducing information on certain Mauritian tax considerations;

•          Updating the       “Exchange   Control”   section    to   align     with   current
           regulation;

•          Minor updates to the section headed “General Information” to include
           “Documents available for Inspection” and compliance with applicable
           laws;


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•          The removal of the followings sections pursuant to incorporating the
           information set out therein by reference in the Updated Programme
           Memorandum:

           •        description   of   the   Issuer,       the   Guarantor   and   the   Subsidiary
                    Guarantors;

           •        the Risk Factors section;

           •        the Settlement, Clearing and Transfer of Notes section;

           •        the Taxation section;

           •        the Exchange Control section;

           •        the Subscription and Sale section;

•          Other technical changes pursuant to the DLRs; and

•          The removal and insertion of new and amended definitions to give effect
           to the above-mentioned amendments.


The Updated Programme Memorandum has been approved by the JSE. The Updated
Programme Memorandum and the Risk Factors and Other Disclosures Schedule are
available for inspection on MTN’s website: https://www.mtn.com/investors-
shareholders/?tablink=debt-and-funding-updates.

The Updated Programme Memorandum will also be available for inspection on
the JSE’s website at www.jse.co.za.

Fairland
3 November 2022


Johannesburg
Debt Sponsor
The Standard Bank of South Africa Limited

Date: 3 November 2022




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Date: 03-11-2022 05:23:00
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