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Update announcement on the MTN Zakhele Scheme Unwinding in November 2016, shareholder options and cautionary
MTN Zakhele (RF) Limited
(Incorporated in South Africa)
(Registration number 2010/004693/06)
Share code: MTNZBE ISIN: ZAE000208526
(“MTN Zakhele”)
UPDATE ANNOUNCEMENT ON THE MTN ZAKHELE SCHEME UNWINDING IN NOVEMBER 2016, SHAREHOLDER
OPTIONS AND CAUTIONARY ANNOUNCEMENT
1. Update
MTN Zakhele shareholders are referred to the press announcement published by the company on 12
October 2015, wherein shareholders were advised of the upcoming maturity of the current MTN Zakhele
share scheme, which is expected during November 2016 (“the Unwinding”).
It is still envisaged that, either Option 1 or 2 below or both such Options will be made available to the
holders of MTN Zakhele ordinary shares. In addition, Option 3 below may also be made available if so
decided on and approved by the board of MTN Group Limited and its shareholders:
Option 1
A cash settlement equivalent to the value of their MTN Zakhele ordinary shares at the time (after taking
into account liabilities to funders, the Unwinding costs and associated taxes).
Option 2
A combination of MTN Group Limited shares and cash settlement equivalent to the value of their MTN
Zakhele ordinary shares at the time (after taking into account liabilities to funders, the Unwinding costs
and associated taxes).
Option 3
MTN Group Limited continues to evaluate alternatives for a new Black Economic Empowerment (“BEE”)
share scheme that may come into effect on the expiry of the MTN Zakhele share scheme in November
2016. As part of this new scheme, it is possible, although not yet certain, that holders of MTN Zakhele
ordinary shares at the time will be granted the opportunity of a partial re-investment into the new BEE
share scheme on terms yet to be determined.
2. Indicative timelines for the Unwinding
Unwinding step Indicative date (2016)
Circular to MTN Zakhele shareholders End August / early September
MTN Zakhele shareholder meeting End September/early October
MTN Zakhele shareholder election period Early to late October
Unwinding of MTN Zakhele 24 November
MTN Zakhele shareholders receive elected settlement option 1 to 2 weeks after 24 November
Please note that these dates are indicative and are subject to change.
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3. Cautionary announcement
Further details regarding the abovementioned Options, as well as the terms and conditions, timing and
pricing thereof, will timeously be made available to the holders of MTN Zakhele ordinary shares.
Shareholders are accordingly advised to exercise caution when dealing in MTN Zakhele ordinary shares
until the full terms announcement in relation to the Unwinding is published.
MTN Zakhele expects to be in a position to provide a further update on the Unwinding steps and
processes by the end of July 2016.
Johannesburg
30 May 2016
Joint Corporate Advisors
Tamela
Deloitte
Corporate Law Advisors
Webber Wentzel
Transaction Sponsor
Nedbank Corporate and Investment Banking
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