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Detailed terms announcement regarding the unwinding of MTN Zakhele in November 2016
Withdrawal of cautionary -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”)
DETAILED TERMS ANNOUNCEMENT REGARDING THE UNWINDING OF MTN ZAKHELE IN NOVEMBER
2016
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
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 AND INTRODUCTION
1.1 In 2010, MTN Group Limited (“MTN”) implemented a black economic empowerment
(“BEE”) transaction (“Existing Empowerment Transaction”) in terms of which (i) MTNZ
issued MTNZ ordinary shares (“MTNZ Shares”) to qualifying members of the black public;
and (ii) MTNZ acquired and/or subscribed for MTN ordinary shares (“MTN Shares”) equal
to approximately 4% of the then issued share capital of MTN (using a combination of
equity funding, vendor facilitation through a donation from MTN, notional vendor finance
(“NVF”) from MTN and third-party preference share funding (through the issue of the
MTNZ preference shares (“MTNZ Pref Shares”))).
1.2 MTNZ Shares were listed on the BEE segment of the JSE Limited (“JSE”) (as asset-backed
securities) in November 2015.
1.3 The Existing Empowerment Transaction was established as a 6-year scheme, with the
requirement for MTNZ ordinary shareholders (“MTNZ Shareholders”) to be (and remain)
qualifying black persons and groups until, and for MTNZ’s third party funding to mature
on, 24 November 2016 (or possibly later), being the 6th anniversary of the start of the
scheme. On that date, the MTNZ Pref Shares will become compulsorily redeemable in
accordance with the MTNZ memorandum of incorporation. MTNZ is also obliged
immediately thereafter to settle the NVF provided to it by MTN.
1.4 MTN intends to implement a new BEE transaction (“New Empowerment Transaction”),
through a newly established special purpose company - MTN Zakhele Futhi (RF) Limited
(“MTNZ Futhi”) - by means of the following core elements:
1.4.1 a public offering in terms of which black participants will be invited to subscribe for
and beneficially own MTNZ Futhi ordinary shares (“MTNZ Futhi Shares”) (“MTNZ
Futhi Public Offer”);
1.4.2 the “MTNZ Re-investment Offer”, in terms of which MTNZ Shareholders will be
offered an election to receive a portion of their investment in MTNZ Shares in
MTNZ Futhi Shares. The MTNZ Re-investment Offer is being facilitated by MTN
through a repurchase by MTN of a sufficient number of MTN Shares from MTN
Zakhele at the 30 day volume weighted average price (“VWAP”) per MTN Share
immediately preceding 18 November 2016 (“Repurchase Share Price”) (“MTNZ
Specific Repurchase”). In addition to facilitating the MTNZ Re-investment Offer,
the purpose of the MTNZ Specific Repurchase is for MTNZ to, amongst others,
realise sufficient cash to fully redeem the MTNZ Pref Shares, pay or provide for
taxes and provide for unwinding costs and contingencies;
1.4.3 MTNZ Futhi raising third party finance (through the issue of preference shares);
1.4.4 MTN providing MTNZ Futhi with funding and vendor facilitation through, among
others, the notional vendor funding and (potentially) a subordinated loan(s) from
MTN; and
1.4.5 the subscription by MTNZ Futhi for MTN Shares equal to approximately 4% of the
issued share capital of MTN, at an aggregate 20% discount to the 10 day VWAP per
MTN Share immediately preceding 18 August 2016 (being R128.50 per MTN Share)
(“Transaction Share Price”), which after the 20% discount equates to R102.80 per
MTN Share.
1.5 At the same time, it is envisaged that the board of directors of MTN Zakhele (“MTNZ
Board”) will propose, in terms of section 114 of the Companies Act, 2008 (Act No. 71 of
2008), as amended (“Companies Act”) a scheme of arrangement (“MTNZ Unwinding
Scheme” or “Scheme”) between MTNZ and the MTNZ Shareholders in terms of which
MTNZ will repurchase (and cancel) all the MTNZ Shares (other than the single MTNZ Share
to be acquired and held by Mobile Telephone Networks Holdings Limited (“MTN
Holdings”), which will not participate in the Scheme).
1.6 On 21 August 2016, MTN, MTNZ and various other parties entered into an agreement
entitled “New Empowerment Transaction and MTN Zakhele Unwinding Implementation
Agreement” which provides for the implementation of the New Empowerment
Transaction and the unwinding of MTN Zakhele (“Implementation Agreement”).
1.7 In the event that the New Empowerment Transaction is implemented in accordance with
the Implementation Agreement, MTNZ’s unwinding will be indivisibly linked to the New
Empowerment Transaction and MTNZ will unwind on a structured basis in accordance
with the terms of (and in the sequence provided for under Part A of) the Implementation
Agreement and the Scheme (“MTNZ Integrated Unwinding”). In the event, however, that
the New Empowerment Transaction conditions precedent are not fulfilled or if the New
Empowerment Transaction does not proceed for whatsoever reason, MTNZ will unwind
on a ‘standalone’ basis in accordance with the terms of (and in the sequence provided
for under Part B of) the Implementation Agreement and the Scheme (“MTNZ Standalone
Unwinding”).
1.8 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” or “Options”) based on their respective pro rata entitlement
to the MTNZ net assets, being effectively such number of 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 (“MTNZ Net Assets”):
1.8.1 a variable number MTN Shares (“MTN Consideration Shares”); and/or
1.8.2 a cash consideration equal to the market price of the MTN Consideration Shares
(“Cash Consideration”); and/or
1.8.3 subject to the New Empowerment Transaction being implemented, MTNZ Futhi
Shares in terms of the MTNZ Re-investment Offer (“MTNZ Futhi Consideration
Shares”).
1.9 Following the implementation of the Scheme (whether as part of the implementation of
the New Empowerment Transaction (i.e. as the MTNZ Integrated Unwinding) or on the
basis of the MTNZ Standalone Unwinding), MTNZ will become a wholly-owned subsidiary
of MTN Holdings and the listing of MTNZ on the JSE will be terminated.
1.10 MTNZ Shareholders are referred to the announcement published by MTN on 22 August
2016 simultaneously with this announcement.
2. ELECTIONS OF SCHEME CONSIDERATION
2.1 All elections (including “Fall-Back Elections” in the case of the election of MTNZ Futhi
Consideration Shares – see paragraph 2.5 below) 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, 21 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).
2.2 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, 19 October
2016; and
- MTN Consideration Shares and/or Cash Consideration by no later 12:00 on
Wednesday, 16 November 2016.
2.3 It is a term of the Scheme that if MTNZ Shareholders:
- do not elect one or a combination of the above Scheme Considerations by 12:00
on the Scheme Consideration Record Date (which election, for MTNZ Shareholders
who hold their MTNZ Shares through the Custody Entity, must be made by no later
than 12:00 on Wednesday, 16 November 2016 through the MTNZ trading
platform); or
- hold less than 50 MTNZ Shares on the Scheme Consideration Record Date,
such MTNZ Shareholders will be deemed to have elected to receive the Cash
Consideration in respect of 100% of their MTNZ Shares (or such portion of their MTNZ
Shares in respect of which no election was received, as the case may be).
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 Due to the potential application of principles and procedures which will govern the final
allocations of MTNZ Futhi Consideration Shares (“Scaling Principles”), which principles
may result in MTNZ Shareholders who elected MTNZ Futhi Consideration Shares receiving
less MTNZ Futhi Consideration Shares than they have elected, all MTNZ Shareholders are
encouraged to elect an alternative Scheme Consideration (“Fall-Back Election”) of either
the MTN Consideration Shares or Cash Consideration, or a combination thereof. Such
elections should also be made by no later than 12:00 on the Scheme Consideration
Record Date (or by no later than 12:00 on Wednesday, 16 November 2016, for MTNZ
Shareholders who hold their MTNZ Shares through the Custody Entity). In the absence of
such an election, MTNZ Shareholders will be deemed to have elected to receive the Cash
Consideration in respect of the entire portion of their MTNZ Shares for which MTNZ Futhi
Consideration Shares were not allocated.
2.6 In order to be eligible to receive:
- MTN Consideration Shares, MTNZ Shareholders must elect to receive MTN
Consideration Shares in respect of at least 200 of their MTNZ Shares (in aggregate)
– whether as their primary election or as (or when combined with) their Fall-Back
Election; and
- MTNZ Futhi Consideration Shares, MTNZ Shareholders must elect to receive MTNZ
Futhi Consideration Shares in respect of at least 50 of their MTNZ Shares;
2.7 MTNZ Shareholders who elect to receive MTNZ Futhi Consideration Shares must also, in
addition to making their election, complete the application process described in the
MTNZ Futhi prospectus (“Prospectus”) and deliver the necessary information and
supporting documents to a participating Nedbank branch by no later than 16:00 on
Friday, 21 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, 21 October 2016.
2.8 If the New Empowerment Transaction is not implemented, MTNZ Shareholders will not
be eligible to receive MTNZ Futhi Consideration Shares. In that instance, MTNZ
Shareholders would receive MTN Consideration Shares and/or Cash Consideration (in
such proportions as they may have elected as part of their Fall-Back Elections).
3. CALCULATION OF MTNZ NET ASSETS IN THE MTNZ INTEGRATED UNWINDING
3.1 Set out below is an indicative calculation of the MTNZ Net Assets in the MTNZ Integrated
Unwinding:
Number of MTN Value
Shares
(R’million)
MTN Shares held by MTNZ 75 363 138 10 037.7 1
MTNZ Specific Repurchase (20 532 164)3 (2 734.7)2
MTNZ Specific Repurchase to settle the (4 802 890) (639.7)1
notional vendor finance
MTN Shares disposed of to settle MTNZ (4 004 923) (554.7)4
taxes and costs
Net MTN Shares available for 46 023 161 6 108.6
distribution after settlement of the third
party preference share funding, notional
vendor finance, taxes, costs and
provisions
MTN Shares available for distribution per 0.56897 R75.52
MTNZ Share
Notes:
1. Based on the 30 day volume weighted average price per MTN Share to 17 August
2016 of R133.19 multiplied by the number of MTN Shares.
2. Comprising the estimated MTNZ Pref Shares redemption amount, net of cash
(R2 650.44 million), a general provisions amount (R21 million), MTN Zakhele’s
proportionate share of the A Indemnified Amount (R50 million) (see paragraph 8.1.7
below) and a provision for Securities Transfer Tax on redemption of the preference
shares (R13.27 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 17 August
2016 of R133.19.
4. The MTNZ taxes amount is an indicative figure.
4. RATIONALE FOR MTNZ SHAREHOLDERS TO VOTE IN FAVOUR OF THE SCHEME AT THE
SHAREHOLDERS' MEETING
4.1 The Scheme is designed to provide flexibility to MTNZ Shareholders to realise in cash the
full value of their shareholding in MTNZ and/or continue to retain exposure to MTN's
future growth prospects through their holding of MTN Shares and/or participation in the
New Empowerment Transaction.
4.2 Furthermore, unlike public applicants under the MTNZ Futhi Public Offer, MTNZ
Shareholders that validly elect to reinvest in the New Empowerment Transaction, will be
allocated at least a portion of the MTNZ Futhi Shares which they elect to receive, subject
to certain Scaling Principles.
5. CONSEQUENCES IF THE SCHEME IS NOT APPROVED OR IS OTHERWISE NOT IMPLEMENTED
5.1 If MTNZ Shareholders do not approve the Scheme, or if the Scheme does not become
operative for any other reason, then neither the MTNZ Integrated Unwinding nor the
MTNZ Standalone Unwinding will proceed. MTNZ Shareholders will continue to hold their
MTNZ Shares and will not receive a distribution of the MTNZ Net Assets (that is, none of
the Scheme Consideration options) as contemplated under the Scheme.
5.2 If the Scheme is not implemented, the MTNZ Shares are expected to remain listed (as
asset-backed securities) on the JSE, although the trading restrictions which currently
apply to the MTNZ Shares will lapse on 24 November 2016 when the MTNZ Shares
become freely tradable with other members of the broader public.
5.3 In addition, MTNZ's assets will be reduced following the repayment of its funding such
that MTNZ will no longer hold approximately 4% of MTN's issued share capital but will be
debt free.
6. MTNZ FUTHI OFFER AND THE PROSPECTUS
6.1 The offers of MTNZ Futhi Shares to both the black public under the MTNZ Futhi Public
Offer and to MTNZ Shareholders under the Scheme have been combined in the
Prospectus, a copy of which will accompany the circular to MTNZ Shareholders (“MTNZ
Scheme Circular”). Unlike applicants under MTNZ Futhi Public Offer, MTNZ Shareholders
who make an election to so receive the MTNZ Futhi Consideration Shares will not be
required to pay for the MTNZ Futhi Consideration Shares, but to exchange the relevant
proportion of their MTNZ Shares for the applicable proportion of the MTNZ Futhi
Consideration Shares.
6.2 MTNZ Futhi Shares will not be listed on a recognised stock exchange when they are issued
and may only become listed on a recognised stock exchange on or after the third
anniversary of the issue date. The New Empowerment Transaction is an 8-year scheme,
during which period various trading restrictions and obligations are imposed on MTNZ
Futhi Shareholders by the Relationship Agreement (being the agreement between MTN
and MTNZ Futhi and to which MTNZ Futhi Shareholders are bound pursuant to the MTNZ
Futhi Public Offer and MTNZ Re-investment Offer regulating the rights and obligations of
these parties relating to the holding of MTN Shares by MTNZ Futhi and the holding of
MTNZ Futhi Shares by the MTNZ Futhi Shareholders).
6.3 In addition to being distributed with the MTNZ Scheme Circular, copies of the Prospectus
will be made available at participating Nedbank branches and MTN stores around South
Africa to members of the black public who wish to participate in the MTNZ Futhi Public
Offer.
7. REPORT OF THE INDEPENDENT EXPERT AND THE MTNZ BOARD’S RECOMMENDATION AND
RESPONSIBILITY STATEMENT
7.1 QuestCo Proprietary Limited and Basis Points Capital Proprietary Limited, acting as joint
independent expert to the MTNZ Board (“Independent Expert”), have been appointed to
provide external advice to the MTNZ Board in terms of section 114 of the Companies Act.
A copy of the Independent Expert’s Report will be included in the MTNZ Scheme Circular.
7.2 The MTNZ Board will consider the terms and conditions of the Scheme and, taking into
account the opinion of the Independent Expert, will provide its opinion, and provide its
recommendations as to whether or not MTNZ Shareholders should vote in favour of the
resolutions to approve the MTNZ Unwinding Scheme in the MTNZ Scheme Circular.
7.3 The MTNZ Board accepts responsibility for the information contained in this
announcement, confirms that to the best of their respective knowledge and belief, the
information contained in this announcement is true and the announcement does not
omit anything likely to affect the importance of the information.
8. SCHEME CONDITIONS PRECEDENT
8.1 The implementation of the Scheme is subject to the fulfilment (or deemed fulfilment) or
waiver of, inter alia, the following summarised conditions on or before 17:00 on
Thursday, 17 November 2016, (or such later date and/or time as may be agreed in writing
between MTN and MTNZ) ("Fulfilment Date and Time"):
8.1.1 all regulatory approvals and consents necessary in respect of the Scheme
being obtained, including, but not limited to approvals and consents
from the JSE and the Takeover Regulation Panel;
8.1.2 the special resolution to approve the Scheme (including the disposal by
MTNZ of all or the greater part of its assets or undertaking for purposes
of section 112 of the Companies Act and for all other purposes) being
adopted by a majority representing not less than (i) 75% of the votes of
exercised by holders of all classes of shares in MTNZ (including the MTNZ
Pref Shares) present and entitled to vote; and (ii) 75% of the votes
exercised by MTNZ Shareholders present and entitled to vote, either in
person or by proxy;
8.1.3 the special resolution referred to above not being opposed by 15% or
more of the voting rights exercised on such resolution under either (i) or
(ii) thereof, or; should the resolution be opposed by 15% or more of the
voting rights exercised on it, no person who voted against the special
resolution requiring MTNZ to seek the approval of the court in terms of
section 115(3) of the Companies Act;
8.1.4 if the special resolution referred to above is opposed by 15% or more of
the voting rights exercised on such resolution, and a person who voted
against the special resolution requires the Company to seek the approval
of the Court in terms of section 115(3) of the Companies Act and MTNZ
waives the condition in paragraph 8.1.3, MTNZ does not elect to treat
the special resolution as a nullity in terms of section 115(5) of the
Companies Act;
8.1.5 no leave is granted by the Court, pursuant to section 115(3)(b) of the
Companies Act, to any person who voted against the special resolution
and who applied to the Court for a review of the Scheme;
8.1.6 within the period prescribed under section 164(7) of the Companies Act,
no valid demands having been received by, or remain capable of being
given to, MTNZ in terms of such section which in aggregate represent
more than 5% of the MTNZ Shares;
8.1.7 in the predicate that the New Empowerment Transaction is
implemented, the amount (if applicable) for which MTNZ has agreed
with MTN to bear the economic cost and risk, as it relates to security
required to be provided for by MTNZ in terms of the funding agreements
pertaining to the MTNZ Pref Shares, not exceeding R100 000 000 (“A
Indemnified Amount”), and between them, MTN and MTNZ having
agreed how this amount (if applicable) is to be funded;
8.1.8 MTN not having, on or prior to the Fulfilment Date and Time, delivered
a notice to MTNZ recording that it is of the opinion that an “MTN
Material Adverse Event”, as such term is defined in the Implementation
Agreement, has occurred or is likely to occur on or before the applicable
Operative Date; and
8.1.9 on Thursday, 17 November 2016, there being no “Enforcement Action”,
as such term will be defined in the MTNZ Scheme Circular, ongoing by or
on behalf of any party.
The above conditions may be waived, in whole or in part, by MTN and MTNZ, acting
jointly.
8.2 The Scheme is further subject to the following two conditions which must be satisfied (or
waived by MTN) prior to the applicable Operative Date:
8.2.1 there being no "Enforcement Action" 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; and
8.2.2 if the New Empowerment Transaction is not implemented, the Scheme
is further subject to the condition that the amount (if applicable), as it
relates to security required to be provided for by MTNZ in terms of the
funding agreements pertaining to the MTNZ Pref Shares, not exceeding
R100 000 000.
8.3 An announcement will be released on SENS and published in the South African press as
soon as possible after the fulfilment, waiver or non-fulfilment, as the case may be, of the
above Scheme conditions.
8.4 Notwithstanding the fulfilment or waiver of the Scheme Conditions Precedent set out in
paragraph 8.1 above, the implementation of the New Empowerment Transaction (and
accordingly the ability of MTNZ Shareholders to elect and be transferred MTNZ Futhi
Consideration Shares as part of the Scheme Consideration) is subject to the fulfilment or
waiver of certain conditions precedent by no later than Monday, 21 November 2016, (or
such later date as may be agreed in writing between the relevant parties).
9. SALIENT DATES AND TIMES
Set out below are the salient dates and times pertaining to the implementation of the MTNZ
Integrated Unwinding:
2016
Record date for posting the MTNZ Scheme Circular Friday, 2 September
Circular and Prospectus posted to MTNZ Shareholders no later Monday, 12 September
than
Notice convening the MTNZ Shareholders' meeting (“MTNZ Monday, 12 September
Shareholders’ Meeting”) published on SENS on
Scheme Consideration election period opens Monday, 12 September
Notice convening MTNZ Shareholders' meeting published in the Tuesday, 13 September
South African press on
Last day to trade in MTNZ Shares in order to be recorded in the Tuesday, 27 September
register on the Voting Record Date in order to be eligible to vote
at the MTNZ Shareholders' Meeting on
Voting Record Date to be eligible to vote at the MTNZ Friday, 30 September
Shareholders' Meeting by close of trading on
Proxy forms for the MTNZ Shareholders' Meeting to be lodged Friday, 7 October
with the MTNZ transfer secretaries, Link Market Services
Proprietary Limited, by 14:00 on
Last date and time for MTNZ Shareholders to give notice, in Tuesday, 11 October
terms of section 164(3) of the Companies Act, to MTNZ
objecting to the special resolution approving the MTNZ
Unwinding Scheme by 14:00 on
MTNZ Shareholders' Meeting to be held at the Sandton Tuesday, 11 October
Convention Centre, 161 Maude Street, Sandton, Johannesburg
at 14:00 on
Publication of results of the MTNZ Shareholders' Meeting on Wednesday, 12 October
SENS on
Publication of results of the MTNZ Shareholders' Meeting in the Thursday, 13 October
South African press on
If the MTNZ Unwinding Scheme is approved by MTNZ
Shareholders at the MTNZ Shareholders' Meeting:
Last day to trade to participate in the MTNZ Re-investment Tuesday, 18 October
Offer on
MTNZ Shares trade ex the MTNZ Re-investment Offer on Wednesday, 19 October
Last date on which MTNZ Shareholders which hold their MTNZ Wednesday, 19 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 in Friday, 21 October
respect of the MTNZ Re-investment Offer by 12:00 on
MTNZ Re-investment Offer Record Date, being the date on Friday, 21 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 date on which MTNZ Shareholders can make application to Tuesday, 25 October
the Court in terms of section 115(3)(b) of the Companies Act
Last date for MTNZ to send objecting MTNZ Shareholders Tuesday, 25 October
notices of the adoption of the special resolution approving the
MTNZ Unwinding Scheme, in terms of section 164(4) of the
Companies Act
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, 16 November
commencement of trading on
Last date on which MTNZ Shareholders which hold their MTNZ Wednesday, 16 November
Shares through the Custody Entity can make an election in
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, 14 December
trading on or about
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.
10. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As the detailed terms of the unwinding of the MTN Zakhele scheme have been announced,
MTNZ Shareholders are no longer required to exercise caution when dealing in their MTNZ
Shares.
By order of the Board of Directors of MTN Zakhele (RF) Limited
22 August 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
Independent Expert
QuestCo
Basis Points Capital
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