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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
Date: 17/10/2016 08:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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