MTN ZAKHELE FUTHI (RF) LIMITED - Continuation of funding by third-party funders and consequent revocation of the call option by MTN Group Limited

Continuation of funding by third-party funders and consequent revocation of the call option by MTN Group Limited

 MTN Zakhele Futhi (RF) Limited
 (Incorporated in the Republic of South Africa)
 (Date of incorporation: 21 June 2016)
 (Registration number: 2016/268837/06)
 JSE share code: MTNZF
 ISIN: ZAE000279402
 LEI: 378900429C4F73B1BE74
 (“MTNZF”)


Continuation of funding by third-party funders and consequent revocation of the call option by MTN
Group Limited (“MTN”)

On 26 March 2020, MTNZF shareholders were advised via a Stock Exchange News Service (“SENS”) announcement
(“26 March 2020 Announcement”) (and using the terms as defined therein) that, in co-ordination with the third-
party funders, and in continued support of the scheme, MTN (through its nominee, MTN Holdings) had on 26
March 2020 voluntarily entered into an agreement with the funders to exercise a call option to acquire the third-
party funding. Under the exercise of the call option, MTN Holdings was to acquire the preference shares on and
with effect from the date and time immediately after MTNZF's next scheduled priority of payments occurs, which
was anticipated to be 15 April 2020. The preference shares were to be acquired by MTN Holdings for an amount
equal to the then-outstanding balance, plus any other amounts owing to the third-party funders under the
funding documents.

The 26 March 2020 Announcement specified that provision had also been made for the third-party funders to
remain in the structure, by agreement between MTN and the third-party funders. This would be at the discretion
of MTN and the third-party funders at the time.

Following further discussions with the third-party funders after the recent increase in the MTN share price, MTN
has issued a call option revocation notice and the third-party funders have agreed thereto. The favourable
condition of revocation agreed with the third party-funders is an agreement to reduce the MTN share price trigger
threshold from R50,00 to R38,00, which reduction requires an amendment to the MTNZF memorandum of
incorporation (“MOI”). Furthermore, the third-party funders have waived any rights and remedies they may have
arising from current breaches of certain set share cover levels; and current and future breaches of the MTN share
price trigger threshold, until the amendment of the MOI, and provided that the revised MTN share price trigger
threshold is not breached. Such MOI amendments will be proposed at the next MTNZF annual general
meeting.


 Johannesburg
 15 April 2020

 JSE Sponsor to MTN Zakhele Futhi

 Tamela Holdings Proprietary Limited

Date: 15-04-2020 10:20:00
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