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Dealings in respect of (i) The MTN ZAKHELE FUTHI public offer; and(ii) The MTN ZAKHELE Re-Investment offer
MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
Share code: MTN ISIN: ZAE000042164
(“MTN” or the “Company”)
DEALINGS IN RESPECT OF (i) THE MTN ZAKHELE FUTHI PUBLIC OFFER; AND (ii) THE MTN ZAKHELE RE-
INVESTMENT OFFER
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 circular to MTN Shareholders dated 6 September 2016
relating to the 2016 MTN BEE Transaction.
1. Introduction
All black employees and black directors of MTN and its major subsidiaries and their associates were entitled to
participate in the MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer on precisely the same
terms as members of the black public and MTN Zakhele Shareholders, respectively. As stated in the
Prospectus, no preference in any allocation was given to any employee or director of MTN or its subsidiaries,
or their associates.
In terms of paragraph 3.63 of the JSE Limited (“JSE”) Listings Requirements, the Company is required to
announce on the Stock Exchange News Service of the JSE the details of any transaction in securities relating to
MTN by or on behalf of (i) a director and the company secretary of MTN; (ii) a director and company secretary
of a major subsidiary of MTN; or (iii) any associate of (i) or (ii) above. A transaction includes, amongst others,
“any other transaction that will provide direct or indirect exposure to the share price of…” MTN.
MTN Zakhele Futhi is the special purpose vehicle established to give effect to the 2016 MTN BEE Transaction,
principally through subscribing for or acquiring MTN Shares. As such, any transaction by the abovementioned
parties involving MTN Zakhele Futhi Ordinary Shares will provide direct or indirect exposure to the share price
of MTN.
Set out below are details of transactions in securities relating to MTN as a result of (i) the participation by the
relevant parties in the MTN Zakhele Futhi Public Offer, and (ii) elections made the relevant parties as a result
of their shareholdings in MTN Zakhele.
2. Participation by directors and the company secretary of MTN and/or their associates
2.1 MTN Zakhele Futhi Public Offer
The table below sets out the number of MTN Zakhele Futhi Ordinary Shares which were issued to the directors
and the company secretary of MTN and/or their associates on Thursday, 24 November 2016 in terms of the
MTN Zakhele Futhi Public Offer:
Director Direct/Indirect beneficial Number of MTN Zakhele Futhi Rand amount
Ordinary Shares allocated at R20.00
per MTN Zakhele Futhi Ordinary Share
Kandimathie Direct 23 500 R470 000
Christine Ramon
(Independent non-
executive director)
Tashako Trust Indirect 20 000 R400 000
(Associate of
Sibongile Beatrice
Mtshali, Group
secretary)
Amy Doreen van Indirect 500 R10 000
Rooyen (Associate of
Jeff van Rooyen,
independent non-
executive director)
2.2 MTN Zakhele Re-investment Offer
The table below sets out the elections made (or deemed to have been made) by the directors and the
company secretary of MTN and/or their associates, effective Thursday, 24 November 2016, in respect of their
holdings of MTN Zakhele Shares:
Number of MTN Zakhele Shares in respect of which an
election was made (or deemed to have been made)
Director Direct/Indirect Cash MTN MTN Zakhele Number (and
beneficial Consideration* Consideration Futhi Ordinary Rand
Shares Shares amount) of
MTN Zakhele
Futhi
Ordinary
Shares
allocated at
R20.00 per
MTN Zakhele
Futhi
Ordinary
Share
Phuthuma Direct - 2 010 700 - -
Freedom Nhleko
(Chairman) (1 079 506 MTN
Shares, R123 171
635**)
Koosum Direct - - 27 700 83 967
Parsotam Kalyan
(Independent (R1 679 340)
non-executive
director)
Nkateko Peter Direct - - 51 420 155 870
Mageza
(Independent (R3 117 400)
non-executive
director)
Marion Lesego Direct 15 700 - - -
Dawn Marole
(Independent
non-executive
director)
Tshedze Ofentse Direct 8 000 - - -
Marole (Associate
of Marion Lesego
Dawn Marole)
Kabelo Direct 8 000 - - -
Marophefela
(Associate of
Marion Lesego
Dawn Marole)
Tashako Trust Indirect - - 6 500 19 703
(Associate of
Sibongile Beatrice (R394 060)
Mtshali
(Company
secretary)
Amy Doreen van Indirect 500 - - -
Rooyen
(Associate of Jeff
van Rooyen,
Independent non-
executive
director)
* The Cash Consideration amount is yet to be determined.
** The deemed value of the MTN Consideration Shares has been calculated with reference to the closing price
of MTN Shares on 23 November 2016, being R114.10.
3. Participation by directors of major subsidiaries of MTN and/or their associates
3.1 MTN Zakhele Futhi Public Offer
The table below sets out the number of MTN Zakhele Futhi Ordinary Shares which were issued to directors of
major subsidiaries of MTN (being Mobile Telephone Networks Proprietary Limited and MTN Nigeria
Communications Limited) and/or their associates in terms of the MTN Zakhele Futhi Public Offer:
Director and major Direct/Indirect beneficial Number of MTN Zakhele Futhi Ordinary Shares Rand amount
subsidiary of which allocated at R20.00 per MTN Zakhele Futhi Ordinary
he/she is a director Share
Lorato Wendy Cecilia Direct 5 000 R100 000
Phalatse
(Independent non-
executive director,
Mobile Telephone
Networks Proprietary
Limited)
Molefe Seth Phalatse Indirect 5 000 R100 000
(Associate of Lorato
Wendy Cecilia
Phalatse)
Shauket Fakie Direct 10 000 R200 000
(Independent non-
executive director,
Mobile Telephone
Networks Proprietary
Limited)
3.2 MTN Zakhele Re-investment Offer
The table below sets out the elections made (or deemed to have been made) by the directors of major
subsidiaries of MTN and/or their associates, effective Thursday, 24 November 2016, in respect of their
holdings of MTN Zakhele Shares:
Number of MTN Zakhele Shares in respect of which an
election was made (or deemed to have been made)
Director and Direct/Indirect Cash MTN MTN Zakhele Number (and
major subsidiary beneficial Consideration* Consideration Futhi Ordinary Rand
of which he/she Shares Shares amount) of
is a director MTN Zakhele
Futhi
Ordinary
Shares
allocated at
R20.00 per
MTN Zakhele
Futhi
Ordinary
Share
Shauket Fakie Direct - - 1 000 3 031
(Independent
non-executive (R60 620)
director, Mobile
Telephone
Networks
Proprietary
Limited)
Zainab Fakie Direct - - 1 000 3 031
(Associate of
Shauket Fakie) (R60 620)
Shabnum Fakie Direct - - 500 1 515
(Associate of
Shauket Fakie) (R30 300)
Zeenath Fakie Direct - - 500 1 515
(Associate of
Shauket Fakie) (R30 300)
Lorato Wendy Direct 2 000 - - -
Cecilia Phalatse
(Independent
non-executive
director, Mobile
Telephone
Networks
Proprietary
Limited)
* The Cash Consideration amount is yet to be determined.
The directors, the company secretary and the directors of major subsidiaries were given the necessary
clearance to deal in terms of paragraph 3.66 of the JSE Listings Requirements.
By order of the Board of Directors of MTN Group Limited
30 November 2016
Transaction sponsor to MTN
Nedbank Corporate and Investment Banking
Date: 30/11/2016 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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.
