MTN ZAKHELE (RF) LIMITED - Accelerated bookbuild of MTN Group Limited shares as part of MTN Zakhele Unwind

Accelerated bookbuild of MTN Group Limited shares as part of MTN Zakhele Unwind

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”)


MTNZ INTENDS TO CARRY OUT AN ACCELERATED BOOKBUILD OF ORDINARY SHARES IN MTN
GROUP LIMITED AS PART OF THE MTN ZAKHELE UNWIND

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN
WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE
REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF
THE SECURITIES DESCRIBED HEREIN. THE SECURITIES DESCRIBED HEREIN WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL BE NO
PUBLIC OFFER IN THE UNITED STATES.

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 circular to MTNZ Shareholders dated 5
September 2016 detailing the terms of the unwinding of MTN Zakhele (“Circular”).

MTNZ intends to carry out the Market Sale Process of 21,033,956 MTN Shares via an accelerated
bookbuild (“Bookbuild”) in order to (i) generate and settle the Cash Consideration component of the
Scheme Consideration (including rounding cash) due to Scheme Participants who have elected (or
are deemed to have elected) cash for all or part of their MTNZ Shares pursuant to the MTN Zakhele
Unwinding Scheme; and (ii) defray any fees, costs, expenses and/or Taxes of and relating to the
Market Sale Process.

The offer price for the Bookbuild will be determined through an accelerated bookbuild process. The
Bookbuild period will commence immediately. The Company may, at any time and for any reason,
decide to close or extend the Bookbuild period solely at its own discretion.

Final pricing and the gross proceeds raised will be announced as soon as practicable following the
closing of the Bookbuild.

The Bookbuild will be directed towards South African and international institutional and other
professional investors outside the United States (subject to applicable securities laws and in reliance
on Regulation S under the Securities Act). In the United States, the Bookbuild is directed only at
“qualified institutional buyers” as defined under Rule 144A of the Securities Act.

The Company has retained Absa Bank Limited (acting through its Corporate and Investment Banking
division) (“Absa Bank”) as Sole Global Coordinator and Bookrunner, and Vunani Securities
Proprietary Limited (“Vunani Securities”) and Sinayo Securities Proprietary Limited (“Sinayo
Securities”) as Co-Lead Managers.

Absa Bank contact details:        Vunani Securitiesncontact         Sinayo Securities contact
                                  details:                          details:
                                                  
Name: Matthew Duggan              Name: Jonathan Feigin             Name: Simon Hobday

email:                            email:                            email: simonh@sinayo.co.za
Matt.Duggan@absacapital.com       jonathan@vunanisecurities.co.za
                                                                    Phone number: + 27 (0) 11666
Phone number: + 27 (0) 11895      Phone number: + 27 (0) 11263      8462
7864                              9509



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

28 November 2016

Corporate Advisor

Tamela Holdings Proprietary Limited

Legal Advisor

Webber Wentzel Attorneys

Transaction Sponsor

Nedbank Limited, acting through its Corporate and Investment Banking Division

Sole Global Coordinator and Bookrunner

Absa Bank Limited (acting through its Corporate and Investment Banking division)

Co-Lead Managers

Sinayo Securities Proprietary Limited

Vunani Securities Proprietary Limited
                                               

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