MTN GROUP LIMITED - MTN Nigeria takes steps towards listing and appoints transaction advisors

MTN Nigeria takes steps towards listing and appoints transaction advisors

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN Group" or the “Company”)

MTN NIGERIA TAKES STEPS TOWARDS LISTING AND APPOINTS TRANSACTION
ADVISORS


On 10 June 2016, MTN Nigeria announced that, as part of a settlement arrangement with
the Federal Government of Nigeria, it would undertake to take immediate steps to ensure the
listing of its shares on The Nigerian Stock Exchange (The NSE) as soon as commercially
and legally possible.


MTN Nigeria is pleased to announce that its Board of Directors has resolved to proceed with
preparations for a listing of MTN Nigeria on The NSE as soon as commercially and legally
possible and has established a management task team with the responsibility to guide the
company towards a listing. At present, MTN Nigeria is targeting that the listing takes place
during 2017, subject to suitable market conditions.


MTN Nigeria is further pleased to announce that it has appointed Stanbic IBTC Capital
Limited (together with its affiliates, The Standard Bank of South Africa Limited and Standard
Advisory London Limited) (collectively “Stanbic”) and Citigroup Global Markets Limited
(“Citi”) as its Joint Transaction Advisors and Joint Global Coordinators with Stanbic acting as
Lead Issuing House. A full syndicate including Nigerian receiving agents, Nigerian receiving
banks and other advisers would be appointed in due course, as appropriate.


The proposed listing would be subject to suitable market circumstances and conditions and
the appropriate approvals from relevant regulators and other stakeholders.
This press release does not constitute an announcement of an intention to float MTN
Nigeria. MTN Nigeria will make further announcements at appropriate intervals on progress
in this regard.


The information contained herein shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any such jurisdiction.


This announcement is not for publication or distribution, directly or indirectly, in or into the
United States of America (including its territories and possessions, any state of the United
States and the District of Columbia). This announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States, except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United States.


This announcement is only being distributed to and is only directed at (A) persons located
outside the European Economic Area or, if located within the European Economic Area, are
qualified investors within the meaning of the Prospectus Directive as implemented in the
relevant member state of the European Economic Area and (B) persons who are located
outside the United Kingdom or, if located within the United Kingdom, are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order (all such persons in (A) and (B) above together being referred to as “relevant
persons”). Any securities described herein will only be available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in
only with, relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.


Fairland
28 July 2016

Sponsor
Deutsche Securities (SA) Proprietary Limited

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