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Posting of the circular, including a notice of general meeting, relating to the unwinding of MTN Zakhele
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”)
POSTING OF THE CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING, RELATING TO THE
UNWINDING OF MTN ZAKHELE IN NOVEMBER 2016 (“MTN ZAKHELE UNWINDING SCHEME”) AND
THE MTN ZAKHELE FUTHI (RF) LIMITED PROSPECTUS (“PROSPECTUS”)
1. Circular and Prospectus
Shareholders are referred to the announcement dated 22 August 2016 containing details of the
MTN Zakhele Unwinding Scheme and are hereby advised that the Company has today (5
September 2016) commenced posting a circular, together with the accompanying Prospectus,
pertaining to the MTN Zakhele Unwinding Scheme (“Scheme Circular”), which Scheme Circular
incorporates a notice of general meeting of MTN Zakhele shareholders to be held at the Sandton
Convention Centre, 161 Maude Street, Sandton, Johannesburg at 14:00 on Tuesday, 11 October
2016.
Copies of the Scheme Circular and the accompanying Prospectus are available on the Company’s
website at www.mtnz.co.za. Copies of the Scheme Circular may also be obtained at the Company’s
registered office (4th Floor Aloe Grove, Houghton Estate Office Park, 2 Osborn Road, Houghton),
the offices of the Company’s transfer secretaries, Link Market Services South Africa Proprietary
Limited (13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein) and from Velocity Trade
Financial Services Proprietary Limited (200 Main Road, Claremont, Cape Town) from Monday, 5
September 2016 to Friday, 18 November 2016.
2. Salient dates and times
Set out below are the salient dates and times pertaining to the implementation of the MTN
Zakhele Unwinding Scheme (assuming an “MTNZ Integrated Unwinding”):
2016
“Scheme Consideration” election period opens Monday, 12 September
Last day to trade in MTNZ shares in order to be recorded in the Tuesday, 27 September
register on the voting record date in order to be eligible to vote
at the MTNZ shareholders' meeting on
Voting record date to be eligible to vote at the MTNZ Friday, 30 September
shareholders' meeting by close of trading on
Proxy forms for the MTNZ shareholders' meeting to be lodged Friday, 7 October
with the MTNZ transfer secretaries, Link Market Services
Proprietary Limited, by 14:00 on
Last date and time for MTNZ shareholders to give notice, in Tuesday, 11 October
terms of section 164(3) of the Companies Act, to MTNZ
objecting to the special resolution approving the MTNZ
Unwinding Scheme by 14:00 on
MTNZ shareholders' meeting to be held at the Sandton Tuesday, 11 October
Convention Centre, 161 Maude Street, Sandton, Johannesburg
at 14:00 on
Publication of results of the MTNZ shareholders' meeting on Wednesday, 12 October
SENS on
Publication of results of the MTNZ shareholders' meeting in the Thursday, 13 October
South African press on
If the MTNZ Unwinding Scheme is approved by MTNZ
shareholders at the MTNZ shareholders' meeting:
Last day to trade to participate in the “MTNZ Reinvestment Tuesday, 18 October
Offer” on
MTNZ shares trade ex the MTNZ Reinvestment Offer on Wednesday, 19 October
Last date on which MTNZ shareholders which hold their MTNZ Wednesday, 19 October
shares through “Pacific Nominees” can make an election in
respect of the MTNZ Reinvestment Offer by 12:00 on
Last date on which MTNZ shareholders can make an election in Friday, 21 October
respect of the MTNZ Reinvestment Offer by 12:00 on
MTNZ Reinvestment Offer record date, being the date on which Friday, 21 October
MTNZ shareholders must be recorded in the register to be able
to elect (and to subsequently be allocated) “MTNZ Futhi
Consideration Shares” (subject to the “Scaling Principles”)
under the MTNZ Reinvestment Offer, 12:00 on
Last date on which MTNZ shareholders can make application to Tuesday, 25 October
the court in terms of section 115(3)(b) of the Companies Act
Last date for MTNZ to send objecting MTNZ shareholders Tuesday, 25 October
notices of the adoption of the special resolution approving the
MTNZ Unwinding Scheme, in terms of section 164(4) of the
Companies Act
Last day to trade to participate in the Scheme Consideration Tuesday, 15 November
(other than the MTNZ Futhi Consideration Shares component)
on
Suspension of listing of MTNZ shares on the JSE at Wednesday, 16 November
commencement of trading on
Last date on which MTNZ shareholders which hold their MTNZ Wednesday, 16 November
shares through Pacific Nominees can make an election in
respect of the “MTN Consideration Shares” and/or “Cash
Consideration” components of the Scheme Consideration by
12:00 on
Last date on which MTNZ shareholders can make an election in Friday, 18 November
respect of the MTN Consideration Shares and/or Cash
Consideration components of the Scheme Consideration by
12:00 on
Scheme Consideration record date, being the date on which Friday, 18 November
MTNZ shareholders must be recorded in the register to receive
the MTN Consideration Shares and/or Cash Consideration
components of the Scheme Consideration (and, potentially, a
cash top-up amount, if any), 12:00 on
Operative date of the scheme is expected to be on Thursday, 24 November
Certificates for the MTN Consideration Shares expected to be Thursday, 24 November
posted to certificated MTNZ shareholders and/or MTNZ Futhi
Consideration Shares credited to the account opened with
Nedbank Limited (acting through its Share Scheme
Administration division) on or about
Dematerialised MTNZ shareholders expected to have their Thursday, 24 November
accounts (held at Pacific Nominees, or their CSDP, broker or
nominee) credited with the MTN Consideration Shares and/or
MTNZ Futhi Consideration Shares credited to the account
opened with Nedbank Limited (acting through its Share Scheme
Administration division) on or about
Earliest date on which MTNZ may commence a market sale Friday, 25 November
process to settle the Cash Consideration component of the
Scheme Consideration on or about
MTNZ cash top-up amount (if applicable) published on SENS on Friday, 9 December
or about
Certificated MTNZ shareholders expected to have the Cash Monday, 12 December
Consideration (and any rounding cash amount and cash top-up
amount, if applicable) paid into their nominated bank accounts
on or about
Dematerialised MTNZ shareholders expected to have their Monday, 12 December
accounts (held at Pacific Nominees, or their CSDP, broker or
nominee) credited with the Cash Consideration (and any
rounding cash amount and cash top-up amount, if applicable)
on or about
Dematerialised MTNZ Shareholders whose accounts are held Tuesday, 13 December
with Pacific Nominees will have their bank accounts credited
with the Cash Consideration (and any rounding cash amount
and cash top-up amount, if applicable) on or about
Termination of listing of MTNZ shares at the commencement of Wednesday, 14 December
trading on or about
Words shown in bold are as defined in the Scheme Circular
By order of the Board of Directors of MTN Zakhele (RF) Limited
5 September 2016
Corporate advisor to MTN Zakhele
Tamela
Legal and tax advisor to MTN Zakhele
Webber Wentzel
Transaction sponsor to MTN Zakhele
Nedbank Corporate and Investment Banking
Date: 05/09/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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