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Fulfilment of New Empowerment Transaction conditions - 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”)
FULFILMENT OF CONDITIONS IN RELATION TO THE NEW EMPOWERMENT TRANSACTION
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.
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 announcement dated 22 August 2016
detailing the terms of the unwinding of MTN Zakhele (“Announcement”).
1. INTRODUCTION
1.1 MTNZ Shareholders are referred to the announcements released by the Company on
the SENS on 22 August 2016, 12 October 2016 and 17 October 2016 in relation to the
unwinding of MTN Zakhele in November 2016.
1.2 MTNZ Shareholders are hereby advised that all of the conditions in relation to the New
Empowerment Transaction have been fulfilled (or deemed fulfilled) or waived.
1.3 As detailed in the Announcement, the Scheme is subject to the fulfilment or waiver of
the condition that no Enforcement Action is taken by the MTNZ Pref Share holders at or
prior to the redemption, in full, of the MTNZ Pref Shares in accordance with the
Implementation Agreement. This is the last remaining condition to which the Scheme is
subject.
1.4 As a result of the fulfilment or waiver of the conditions set out in paragraph 1.2 above
and in the absence of any Enforcement Action being taken at or prior to redemption of
the MTNZ Pref Shares on 24 November 2016, MTN Zakhele will proceed with the MTNZ
Integrated Unwinding with a resultant Operative Date of Thursday, 24 November 2016.
1.5 MTNZ Shareholders are referred to the announcement published by MTN on 22
November 2016 simultaneously with this announcement.
2. RESULTS OF THE ELECTION PROCESS
2.1 In consideration for the repurchase (and cancellation) of their MTNZ Shares, MTNZ
Shareholders elected (or are deemed to have elected) to receive one or a combination
of the following Scheme Considerations based on their respective pro rata entitlement
to the MTNZ Net Assets:
2.1.1 MTNZ Shareholders holding 28 326 490 MTNZ Shares elected to receive
MTN Consideration Shares;
2.1.2 MTNZ Shareholders holding 39 082 386 MTNZ Shares elected to receive
the Cash Consideration; and
2.1.3 MTNZ Shareholders holding 13 479 330 MTNZ Shares elected to receive
MTNZ Futhi Consideration Shares.
2.2 Due to the subscription under the MTNZ Futhi Public Offer and the MTNZ Re-
investment Offer being less than the Target Equity Raise, no Scaling Principles were
applied. Therefore, qualifying MTNZ Shareholders that validly elected to receive MTNZ
Futhi Consideration Shares will receive their full election, subject to rounding.
2.3 MTNZ Shareholders that validly elected MTNZ Futhi Consideration Shares will receive a
welcome pack containing, inter alia, a welcome letter, confirmation of share issuance, a
token share certificate and important MTN Zakhele Futhi shareholder information
which will be sent to all successful applicants on or before 23 December 2016.
3. CALCULATION OF MTNZ NET ASSETS IN THE MTNZ INTEGRATED UNWINDING
3.1 Set out below is the final calculation of the MTNZ Net Assets in the MTNZ Integrated
Unwinding:
Number of MTN Shares Value
(R’million)
1
MTN Shares held by MTNZ 75 363 138 8 489.7
3 2
MTNZ Specific Repurchase (23 479 083) (2 644.9)
1
MTNZ Specific Repurchase to settle the notional (5 882 100) (662.6)
vendor finance
4
MTN Shares disposed of to settle MTNZ taxes and (2 469 191) (305.5)
costs
Net MTN Shares available for distribution after 43 532 764 4 876.7
settlement of the third party preference share
funding, notional vendor finance, taxes, costs and
provisions
MTN Shares available for distribution per MTNZ 0.53818 R60.29
Share
Notes:
1. Based on the 30 day volume weighted average price per MTN Share to 18 November 2016
of R112.65010 multiplied by the number of MTN Shares.
2. Comprising the MTNZ Pref Shares redemption amount, net of cash (R2 610.8 million), a
general provisions amount (R21 million) and a provision for Securities Transfer Tax on
redemption of the preference shares (R13.13 million).
3. The number of MTN Shares to be repurchased by MTN from MTN Zakhele in terms of the
MTNZ Specific Repurchase has been calculated by dividing the amount in note 2 above by
the 30 day volume weighted average price per MTN Share to 18 November 2016 of
R112.65010.
4. To the extent that there is any residual cash from the sale of the Tax Provision MTN Shares
(that is, cash in excess of the amount required to pay or provide for the MTNZ Taxes), Wind-
up Co will pay that amount of cash for and on behalf of MTNZ as additional Scheme
Consideration to all Scheme Participants pro rata to their holdings of MTNZ Shares (being
the “MTNZ Tax Cash Top-Up Amount”). The MTNZ Tax Cash Top-Up Amount (if applicable)
will be published on SENS on Friday, 9 December 2016.
5. The repurchase by MTNZ on the applicable Operative Date of that number of MTNZ Shares
in respect of which Scheme Participants elect (or are deemed to have elected) to receive
MTN Consideration Shares and/or Cash Consideration, will result in a change in beneficial
ownership, and therefore a transfer, of the corresponding Base Entitlement Shares to the
Scheme Participants. Securities Transfer Tax will therefore be recoverable from each
Scheme Participant in respect of the Base Entitlement Shares transferred to it.
6. No Securities Transfer Tax will be incurred in respect of the MTNZ Futhi Consideration
Shares transferred to a Scheme Participant.
7. South African Scheme Participants are referred to paragraph 19 of the MTNZ Scheme
Circular for a general summary of the income tax, CGT and STT implications of the Scheme
for Scheme Participants.
4. REMAINING SALIENT DATES AND TIMES
4.1 Set out below are the remaining salient dates and times pertaining to the
implementation of the MTNZ Integrated Unwinding:
2016
Operative Date of the Scheme on or about Thursday, 24 November
Certificates for the MTN Consideration Shares posted to Thursday, 24 November
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 the MTNZ Tax
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 MTNZ Tax 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
MTNZ Tax 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
The remaining salient dates and times are subject to change.
By order of the Board of Directors of MTN Zakhele (RF) Limited
22 November 2016
Corporate advisor to MTN Zakhele
Tamela
Legal and tax advisor to MTN Zakhele, MTN and MTN Zakhele Futhi
Webber Wentzel
Transaction sponsor to MTN Zakhele
Nedbank Corporate and Investment Banking
Investment bank, corporate advisor and transaction sponsor to MTN
Nedbank Corporate and Investment Banking
Investment bank, corporate advisor, arranger and bookrunner to MTN Zakhele Futhi
Nedbank Corporate and Investment Banking
Independent legal advisors to MTN Zakhele and MTN Zakhele Futhi
Prinsloo, Tindle & Andropoulos
Beja Incorporated
Date: 22/11/2016 01:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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