MTN ZAKHELE (RF) LIMITED - Extension of the re-investment offer period to Friday, 28 October 2016 - MTNZBE

Release Date: 17/10/2016 08:56
Code(s): MTNZBE
 
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Extension of the re-investment offer period to Friday, 28 October 2016 - MTNZBE

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”)

EXTENSION OF THE RE-INVESTMENT OFFER PERIOD TO FRIDAY, 28 OCTOBER 2016
UPDATED SALIENT DATES AND TIMES RELATING TO THE SCHEME


If you have any queries regarding the contents of this announcement and/or the unwinding of MTN
Zakhele please contact the MTNZ Shareholder Call Centre (083 123 6869) or visit the MTN Zakhele
website www.mtnz.co.za.

1.    BACKGROUND

1.1         MTN Zakhele shareholders (“MTNZ Shareholders”) are referred to the detailed terms
            announcement regarding the unwinding of MTN Zakhele in November 2016 (“MTNZ
            Unwinding”), as released by the Company on SENS on 22 August 2016 (“Terms
            Announcement”). Unless defined in this announcement or if the context dictates
            otherwise, capitalised terms used in this announcement have the same meanings as given
            in the Terms Announcement.

1.2         MTNZ Shareholders are also referred to the announcement published by MTN Group
            Limited (“MTN”) on 17 October 2016, simultaneously with this announcement.

1.3         At a meeting of MTNZ Shareholders held on Tuesday, 11 October 2016, MTNZ
            Shareholders approved the special resolution necessary to give effect to a scheme of
            arrangement in terms of section 114 of the Companies Act, 2008 (Act No. 71 of 2008), as
            amended to give effect to the MTNZ Unwinding (“MTNZ Unwinding Scheme” or
            “Scheme”). In terms of the Scheme, MTNZ will repurchase (and cancel) all MTNZ ordinary
            shares (“MTNZ Shares”) (other than the single MTNZ Share held by Mobile Telephone
            Networks Holdings Limited, which will not participate in the Scheme).

1.4         In consideration for the repurchase (and cancellation) of their MTNZ Shares, MTNZ
            Shareholders can elect to receive one or a combination of the following considerations
            (“Scheme Consideration”) based on their respective pro rata entitlement to the MTNZ
            net assets, being effectively such number of ordinary shares in MTN ("MTN Shares")
            remaining in MTNZ after taking into account and/or providing for the liabilities, costs,
            provisions and associated taxes of and related to the unwinding Scheme:
                                                                                                 
1.4.1              a variable number MTN Shares (“MTN Consideration Shares”); and/or

1.4.2              a cash consideration equal to the market price of the MTN Consideration Shares
                   (“Cash Consideration”); and/or

1.4.3              subject to the New Empowerment Transaction being implemented, MTNZ Futhi
                   Shares in terms of the MTNZ Re-investment Offer (“MTNZ Futhi Consideration
                   Shares”).

2.      REVISED TIMELINE FOR THE ELECTION OF MTNZ FUTHI CONSIDERATION SHARES

2.1          MTNZ Shareholders are hereby informed that MTN and MTNZ have agreed to extend the
             date and time by which MTNZ Shareholders may elect MTNZ Futhi Consideration Shares
             to 12:00 on Friday, 28 October 2016 (previously, 12:00 on Friday, 21 October 2016)
             (“Extension”).

2.2          All elections (including “Fall-Back Elections” in the case of the election of MTNZ Futhi
             Consideration Shares) must be made in sufficient time but by no later than:

             -     in the case of MTNZ Futhi Consideration Shares – 12:00 on the MTNZ Re-
                   investment Offer Record Date (expected to be on Friday, 28 October, 2016); and

             -     in the case of MTN Consideration Shares and/or Cash Consideration – 12:00 on the
                   Scheme Consideration Record Date (expected to be on or about Friday, 18
                   November 2016).

2.3          MTNZ Shareholders who hold their MTNZ Shares through the "Custody Entity" (being
             Link Investor Services Proprietary Limited, acting through its nominee and wholly-owned
             subsidiary, Pacific Custodians (Nominees) (RF) Proprietary Limited), may make their
             elections through the MTNZ website (www.mtnz.co.za) or by contacting the MTNZ
             Shareholder Call Centre (083 123 6869) and must make their election of:

             -     MTNZ Futhi Consideration Shares by no later 12:00 on Wednesday, 26 October
                   2016; and

             -     MTN Consideration Shares and/or Cash Consideration by no later 12:00 on
                   Wednesday, 16 November 2016.

2.4          Once an MTNZ Shareholder has made an election of MTNZ Futhi Consideration Shares (i)
             that election will be irrevocable, final and binding and cannot be subsequently withdrawn
             or varied; and (ii) (only) such number of an MTNZ Shareholder’s MTNZ Shares (in respect
             of which MTNZ Futhi Consideration Shares have been elected) will effectively be blocked
             from further trading.

2.5          MTNZ Shareholders who elect to receive MTNZ Futhi Consideration Shares must, in
             addition to making their election, complete the application process described in the
             MTNZ Futhi prospectus and deliver the necessary information and supporting documents
             to a participating Nedbank branch by no later than 16:00 on Friday, 28 October 2016.
             Such shareholders will also be required to be verified for FICA (Financial Intelligence
             Centre Act, 2001 (No. 38 of 2001)) purposes by a participating Nedbank branch by no
             later than 16:00 on Friday, 28 October 2016.
                                                                                                    
3.   RATIONALE FOR THE EXTENSION

     The number of MTNZ Shareholders wishing to make an election in terms of the election process
     has notably increased over the past week. As such, the MTNZ Re-investment Offer, and by
     implication the MTN Zakhele Futhi Public Offer, have been extended by a week largely to allow
     MTNZ Shareholders, who wish to elect MTNZ Futhi Consideration Shares, additional time to
     complete their Re-Investment Offer election process, which includes completing their
     applications at a participating Nedbank branch.

     MTNZ Shareholders are thus being afforded another week to participate in the MTNZ Re-
     investment Offer and are encouraged to complete their election and/or application as soon as
     possible.

4.   UPDATED SALIENT DATES AND TIMES

     Set out below are the updated salient dates and times pertaining to the implementation of the
     MTNZ Integrated Unwinding (dates in bold have changed):

                                                                                           2016
       Last day to trade to participate in the MTNZ Re-investment           Tuesday, 25 October
       Offer on
       Last date of which MTNZ Shareholders can make application to         Tuesday, 25 October
       Court in terms of section 115(3)(b) of the Companies Act
       MTNZ Shares trade ex the MTNZ Re-investment Offer on               Wednesday, 26 October

       Last date on which MTNZ Shareholders which hold their MTNZ         Wednesday, 26 October
       Shares through the Custody Entity can make an election in
       respect of the MTNZ Re-investment Offer by 12:00 on
       Last date on which MTNZ Shareholders can make an election             Friday, 28 October
       in respect of the MTNZ Re-investment Offer by 12:00 on
       MTNZ Re-investment Offer Record Date, being the date on               Friday, 28 October
       which 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 Re-investment Offer, 12:00 on
       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,
       commencement of trading on                                                  16 November

       Last date on which MTNZ Shareholders which hold their MTNZ                   Wednesday,
       Shares through the Custody Entity can make an election in                   16 November
       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 the Custody Entity, 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
      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 the Custody Entity, 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 the Custody Entity 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,
      trading on or about                                                         14 December

      Notes:

(a)   All dates and times may be changed by mutual agreement between MTN and MTNZ and/or
      may be subject to the obtaining of certain regulatory approvals. If the New Empowerment
      Transaction conditions precedent are not met by Tuesday, 22 November 2016, an updated
      timetable will be published on SENS and published in the South African press.

(b)   The 24 November 2016 Operative Date of the Scheme (and the subsequent market sales
      process on and from Friday, 25 November 2016) assumes that the New Empowerment
                                                                                               
         Transaction conditions precedent are fulfilled (or deemed fulfilled) or waived by no later than
         Monday, 21 November 2016, and the New Empowerment Transaction is implemented on and
         from Wednesday, 23 November 2016. If, however, the New Empowerment Transaction
         conditions precedent are not fulfilled (or deemed fulfilled) or waived by Tuesday, 22
         November 2016, or if the New Empowerment Transaction is not implemented on and from
         Wednesday, 23 November 2016, then the Operative Date of the Scheme (and the date on and
         from which the subsequent market sales process will occur) may only be later (depending on
         if and when the implementation of the New Empowerment Transaction is terminated) and an
         updated timetable will be published on SENS and published in the South African press. If the
         New Empowerment Transaction is not implemented on and from Wednesday, 23 November
         2016, the Operative Date may potentially only occur on or about 15 December 2016
         (depending on when the implementation of the New Empowerment Transaction was
         terminated) with the market sales process following thereafter.

(c)      The MTN Consideration Shares and/or the MTNZ Futhi Consideration Shares have not, and
         will not be, registered under the US Securities Act, 1933 or with the regulatory authority of
         any state or jurisdiction of the United States of America or under the applicable laws of
         Canada, Australia or Japan and may not be offered, sold, pledged or otherwise transferred in
         the United States of America or to any national, resident or subject of Canada, Australia or
         Japan (unless they receive and accept the offer in terms of the Scheme in South Africa).
         Neither this document nor any copy of it, may be sent to or taken into the United States of
         America, Canada, Australia or Japan.

By order of the Board of Directors of MTN Zakhele (RF) Limited

17 October 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


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