Wrap Text
Results of the Accelerated Bookbuild Offering of MTN Group Limited shares held by MTNZF
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Date of incorporation: 21 June 2016)
(Registration number: 2016/268837/06)
(JSE Share code: MTNZF)
(ISIN: ZAE000279402)
(LEI: 378900429C4F73B1BE74)
("MTNZF")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAWS AND REGULATIONS.
RESULTS OF ACCELERATED BOOKBUILD OFFERING OF MTN GROUP LIMITED SHARES HELD BY
MTNZF
MTNZF shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE
Limited on 11 June 2025 (the "Announcement") by MTNZF regarding the launch of an accelerated bookbuild
offering (the "Placement") of up to 23,768,040 MTN Group Limited ("MTN") ordinary shares (the "Placement
Shares"), representing approximately 1.26% of its total issued ordinary shares.
All capitalised terms used in this announcement and not otherwise defined herein, shall have the meanings given
to them in the Announcement, unless the context clearly indicates otherwise.
23,768,040 Placement Shares were placed at a price of R128.00 per share, representing a 2.8% discount to the
day's closing price of R131.74 per MTN ordinary share and a 2.8% premium to the 30-day volume-weighted
average price per MTN ordinary share of R124.49 as at market close on 11 June 2025. The Placement raised
gross proceeds of approximately R3.0 billion. MTNZF intends to use the net proceeds of the Placement to settle
its outstanding preference share funding, pay or provide for any applicable taxes, cover Unwind costs and distribute
the balance of proceeds to the MTNZF ordinary shareholders at the appropriate time. MTN, as a c. 14.8% ordinary
shareholder in MTNZF, may therefore receive some of the proceeds from the Placement when MTNZF distributes
the balance of proceeds to the MTNZF ordinary shareholders.
The Placement was effected through a private placement by way of an accelerated bookbuild offering to qualifying
investors, as described in the Announcement.
Settlement of the Placement Shares is expected to occur on or about 18 June 2025 (i.e. on a T+3 basis) on the
stock exchange operated by the JSE Limited.
Pursuant to a placement agreement entered with MTNZF (the "Placement Agreement"), Rand Merchant Bank (a
division of FirstRand Bank Limited) and Morgan Stanley & Co International Plc (the "Joint Bookrunners") acted
as Joint Bookrunners for the Placement.
MTNZF has provided MTN with a notice setting out an offer of early settlement of the full balance of the notional
vendor funding, provided by MTN, in terms of the relevant provisions of the MTN 2016 Tranche 1 Subscription and
Call Option Agreement" entered into between MTN and MTNZF on or about 21 August 2016, as amended ("NVF
Call Option Early Exercise Offer").
The call option under the NVF Call Option Early Exercise Offer is exercisable on Monday, 23 June 2025 and is
subject to the full settlement of the preference share funding and related obligations in accordance with the relevant
funding agreements, which is currently anticipated to occur by no later than Friday, 20 June 2025. MTN has
authorised the settlement of the NVF and is accordingly expected to exercise the call option on Monday, 23 June
2025, with settlement occurring on or about Friday, 27 June 2025.
Any MTN ordinary shares not sold in the Placement and not used to settle the NVF Call Option Early Exercise
Offer are expected to be de minimis in aggregate size, and will not be subject to a lock-up.
The board of MTNZF will update shareholders regarding the exercise of the call option under the NVF Call Option
Early Exercise Offer in due course.
Sandton
12 June 2025
Joint Bookrunners to MTNZF:
Rand Merchant Bank (a division of FirstRand Bank Limited)
Morgan Stanley & Co International Plc
Financial Advisor and Sponsor to MTNZF:
Tamela Holdings Proprietary Limited
Legal Advisor to MTNZF:
Webber Wentzel Attorneys and Hogan Lovells International LLP
Legal Advisors to the Joint Bookrunners:
DLA Piper Advisory Services Proprietary Limited and DLA Piper Singapore Pte. Ltd
IMPORTANT NOTICE
This announcement is for information purposes only and shall not constitute or form a part of any offer or solicitation
to purchase or subscribe for securities in the United States of America, including its territories and possessions,
any state of the United States and the District of Columbia (the "United States"), Canada, Australia or Japan or in
any other country where such offer or solicitation is unlawful or requires registration or any other measures
("Restricted Territories"). This announcement and the information contained herein is restricted and is not for
publication or distribution, directly or indirectly, in whole or in part, in or into any Restricted Territory. Any failure to
comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
In South Africa, the Placement will only be made by way of separate private placement to: (i) selected persons
falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act 71 of
2008, as amended (the "South African Companies Act"); or (ii) selected persons, each acting as principal,
acquiring Placement Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in section
96(1)(b) of the South African Companies Act ("South African Qualifying Investors"). In South Africa, the
Placement is not being made to, and cannot be accepted by, any person that is not a South African Qualifying
Investor or any person that is otherwise prohibited from participating in the Placement for any reason in South
Africa. This announcement is only being made available to such South African Qualifying Investors. Accordingly:
(i) the Placement is not an "offer to the public" as contemplated in the South African Companies Act; (ii) the
information contained in this announcement does not, nor does it intend to, constitute a "registered prospectus" or
an "advertisement" in relation to an "offer to the public", as contemplated by the South African Companies Act and
the South African Companies Regulations of 2011 (the "Companies Regulations"); and (iii) no prospectus has
been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the
Placement. As a result, this announcement does not comply with the substance and form requirements for a
prospectus set out in the South African Companies Act and the Companies Regulations, and has not been
approved by, and/or registered with, the CIPC.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a)
of the South African Financial Advisory and Intermediary Services Act, 32 of 2002, as amended ("FAIS Act") and
should not be construed as an express or implied recommendation, guide or proposal that any particular transaction
in respect of the Placement Shares or in relation to the business or future investments of MTNZF and/or MTN, is
appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and
nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising
of, financial services in South Africa. MTNZF is not a financial services provider licensed as such under the FAIS
Act.
In terms of the Exchange Control Regulations of South Africa, any share certificates that might be issued to non-
resident shareholders will be endorsed 'Non-Resident'. Any new share certificates, dividend and residual cash
payments based on emigrants' shares controlled in terms of the Exchange Control Regulations, will be forwarded
to the Authorised Dealer controlling their remaining assets. The election by emigrants for the above purpose must
be made through the Authorised Dealer controlling their remaining assets. Such share certificates will be endorsed
'Non-Resident'. Dividend and residual cash payments due to non-residents are freely transferable from South
Africa.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. There is no intention to register any securities referred to herein in the United States or to make a
public offering of the securities in the United States. The securities referred to herein have not been approved,
disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission
in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon
or endorsed the merits of the offering of the securities referred to herein. Subject to certain limited exceptions, such
securities are not being offered or sold in the United States.
In any European Economic Area ("EEA") member state ("Member State"), this communication is only addressed
to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of the
Prospectus Regulation (Regulation (EU) 2017/1129 (the "Prospectus Regulation")) ("Qualified Investors").
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is
only being distributed to, and is only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with, "qualified investors" within the meaning
of Article 2(e) of the Prospectus Regulation as it forms part of retained European Union law as defined in the
European Union (Withdrawal) Act 2018 and who are (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order or (iii) other persons to whom it may otherwise lawfully be communicated (all
such persons together being referred to as Relevant Persons"). Any investment or investment activity in
connection with this announcement will be available to, and will only be engaged with, Qualified Investors in the
EEA or Relevant Persons in the United Kingdom. Any person who is not a Qualified Investor or a Relevant Person
should not act or rely on this announcement or any of its contents.
This announcement has been issued by, and is the responsibility of, MTNZF. No representation or warranty,
express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their affiliates or agents as to or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is expressly disclaimed.
The Joint Bookrunners and their affiliates are acting jointly for MTNZF and no one else in connection with the
Placement and will not be responsible to anyone other than MTNZF for providing the protections afforded to their
clients nor for providing advice in relation to the Placement and/or any other matter referred to in this
announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint
Bookrunners or their affiliates by their regulatory regimes, neither the Joint Bookrunners nor any of their affiliates
accept any responsibility whatsoever for the contents of the information contained in this announcement or for any
other statement made or purported to be made by or on behalf of MTNZF, the Joint Bookrunners or any of their
affiliates in connection with MTN, MTNZF, the Placement Shares or the Placement. The Joint Bookrunners and
each of their affiliates accordingly, and to the maximum extent permissible under applicable law, disclaim all and
any responsibility and liability whatsoever, whether arising in delict, contract or otherwise (save as referred to
above) in respect of any statements or other information contained in this announcement and no representation or
warranty, express or implied, is made by the Joint Bookrunners or any of their affiliates as to the accuracy,
completeness or sufficiency of the information contained in this announcement.
The distribution of this announcement and the offering of the Placement Shares in certain jurisdictions may be
restricted by law. No action has been taken by or on behalf of MTNZF or the Joint Bookrunners that would permit
an offering of such shares or possession or distribution of this announcement or any other offering or publicity
material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by MTNZF and the Joint Bookrunners to inform themselves
about, and to observe, such restrictions.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that
may be associated with an investment in the Placement Shares. Any investment decision to buy Placement Shares
in the Placement must be made solely on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners and/or MTNZF.
This announcement does not represent the announcement of a definitive agreement to proceed with the Placement
and, accordingly, there can be no certainty that the Placement will proceed. MTNZF reserves the right not to
proceed with the Placement or to vary any terms of the Placement in any way.
The Placement Shares to be sold pursuant to the Placement are admitted to trading on the stock exchange
operated by the JSE Limited and, so far as MTNZF is aware, it is not intended that they will be admitted to trading
on any other stock exchange.
Date: 12-06-2025 07:30:00
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