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Placement Announcement - MTN04
MOBILE TELEPHONE NETWORKS HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/001411/06)
Instrument Code: MTN04 ISIN: ZAG000078619
(“MTNH”) or (“the Company”)
ANNOUNCEMENT
THIS INFORMATION RELATES TO AN OFFERING OF SECURITIES OFFERED AND SOLD PURSUANT TO RULE
144A AND/OR REGULATION S (EXEMPTIONS FROM THE U.S. REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933) AND IS ONLY DIRECTED AT QUALIFIED INSTITUTIONAL BUYERS UNDER RULE
144A OR OUTSIDE THE UNITED STATES OF AMERICA TO PERSONS OTHER THAN U.S PERSONS UNDER
REGULATION S TO WHOM THE DISTRIBUTION OF THIS INFORMATION, WHETHER DIRECTLY OR
INDIRECTLY, IS NOT OTHERWISE UNLAWFUL.
MTN Group Limited, a leading multinational mobile operator headquartered in Johannesburg,
South Africa, rated Baa3 (neg) by Moody’s and BBB- (neg) by S&P, has mandated Barclays,
BofA Merrill Lynch, Citi and Standard Bank as Bookrunners to arrange a series of fixed income
investor meetings in the US and UK commencing 9th September 2016 in connection with an
offering of intermediate tenor USD-denominated benchmark Reg S/144A senior unsecured
fixed rate notes. Such transaction is expected to follow subject to market conditions. A
preliminary prospectus is available. Stabilisation regulations including FCA/ICMA apply.
Fairland
7 September 2016
Debt Sponsor
The Standard Bank of South Africa Limited
IMPORTANT INFORMATION
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States
of America, Canada, South Africa, Australia or Japan or any other jurisdiction where to do so would be unlawful. The
materials do not constitute an offer of securities for sale in the United States of America, nor may any securities
referred to herein be offered or sold in the United States of America absent registration or an applicable exemption
from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. There is no intention to register any portion of any offering referred to herein in the United States of
America or to conduct a public offering of securities in the United States of America and any securities will only be
offered for sale to "qualified institutional buyers" (QIBs) as defined in and in reliance upon Rule 144A under the U.S.
Securities Act 1933, as amended, and outside the United States of America to persons other than U.S. persons
investing in an "offshore transaction" under Regulation S under the U.S. Securities Act 1933, as amended.
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 any 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. The distribution of this communication, any offering, and other information referred to herein may be
restricted by law and persons into whose possession this communication or such other information comes should
inform themselves about and observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities to the public in the United Kingdom. This
communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the
Order and (iv) other persons to whom it may lawfully be communicated in accordance with the Order (all such
persons together being referred to as "relevant persons"). Any investment activity to which this communication
relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.
This communication does not constitute or form a part of any offer or an invitation or solicitation or advertisement to
purchase and/or subscribe for securities in South Africa, including an offer to the public for the sale of, or subscription
for, or an invitation or the solicitation of an offer to buy and/or subscribe for, securities as defined in the South African
Companies Act, 2008 (the “South African Companies Act”) or otherwise and is only directed at persons outside of
South Africa and persons in South Africa who fall within one of the categories of persons listed in section 96(1)(a) of
the South African Companies Act. Information made available in this communication should not be considered as
“advice” as defined in the South African Financial Advisory and Intermediary Services Act, 2002.
A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or
withdrawal at any time by the assigning rating organization. Similar ratings for different types of issuers and on
different types of notes do not necessarily mean the same thing. The significance of each rating should be analysed
independently from any other rating.
Date: 07/09/2016 01:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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