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MTN GROUP LIMITED - ANNOUNCEMENT TO SHAREHOLDERS

Release Date: 11/04/2003 17:30
Code(s): MTN
Wrap Text

MTN GROUP LIMITED - ANNOUNCEMENT TO SHAREHOLDERS MTN GROUP LIMITED ("MTN") (formerly M-CELL LIMITED) (Incorporated in the Republic of South Africa) (Registration number 1994/009584/06) Share code MTN ISIN ZAE000042164 ANNOUNCEMENT TO SHAREHOLDERS Shareholders are referred to the announcement dated 20 December 2002 regarding the acquisition by Newshelf 664 (Proprietary) Limited ("Newshelf") of approximately 18,7% of the issued share capital of MTN from Transnet Limited. Newshelf is a company whose ordinary shares will be held by a Trust to be formed of which the beneficiaries will be eligible employees of MTN. In order to fund this acquisition, Newshelf issued various classes of preference shares, inter alia "B" Preference shares ("B prefs") to the Public Investment Commissioners ("the PIC") for an aggregate issue consideration of approximately R2,1 billion. In addition one "B" Participating preference share ("B participating pref") has been issued to the PIC. The B participating pref entitles the B pref holder to participate in a portion of any surplus in Newshelf on the winding up of Newshelf once all amounts owing to various funders have been settled. The PIC gave an option to the executive directors of MTN jointly to participate in the economic benefit attaching to the B prefs for an option price of R5 million (amounting to less than 0,25% of the funding raised by the issue of the B prefs).The directors have exercised the option and have accordingly acquired an economic interest in the B prefs and as a result of the rights attaching to the B participating pref, the economic interest extends to the participation in any surplus that may be available on the winding up of Newshelf. The acquisition consideration paid by each executive director in respect of this option is as follows: PF Nhleko R1 315 500 PL Zim R 921 125 RD Nisbet R 921 125 RS Dabengwa R 921 125 I Charnley R 921 125 Total R5 000 000 The directors will not acquire any direct or indirect, beneficial or non- beneficial interest in the MTN shares acquired by Newshelf as a result of exercising the option. However shareholders are advised that the executive directors are included among the eligible employees who will be beneficiaries of the Trust to be formed. Further disclosure, to the extent required, will be made once the Trust has been registered. Johannesburg 11 April 2003 Sponsor Merrill Lynch South Africa (Pty) Limited

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