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MTN ZAKHELE (RF) LIMITED - Posting of the circular, including a notice of general meeting, relating to the unwinding of MTN Zakhele

Release Date: 05/09/2016 08:00
Code(s): MTNZBE     PDF:  
 
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Posting of the circular, including a notice of general meeting, relating to the unwinding of MTN Zakhele

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”)

POSTING OF THE CIRCULAR, INCLUDING A NOTICE OF GENERAL MEETING, RELATING TO THE
UNWINDING OF MTN ZAKHELE IN NOVEMBER 2016 (“MTN ZAKHELE UNWINDING SCHEME”) AND
THE MTN ZAKHELE FUTHI (RF) LIMITED PROSPECTUS (“PROSPECTUS”)

1. Circular and Prospectus

   Shareholders are referred to the announcement dated 22 August 2016 containing details of the
   MTN Zakhele Unwinding Scheme and are hereby advised that the Company has today (5
   September 2016) commenced posting a circular, together with the accompanying Prospectus,
   pertaining to the MTN Zakhele Unwinding Scheme (“Scheme Circular”), which Scheme Circular
   incorporates a notice of general meeting of MTN Zakhele shareholders to be held at the Sandton
   Convention Centre, 161 Maude Street, Sandton, Johannesburg at 14:00 on Tuesday, 11 October
   2016.

   Copies of the Scheme Circular and the accompanying Prospectus are available on the Company’s
   website at www.mtnz.co.za. Copies of the Scheme Circular may also be obtained at the Company’s
   registered office (4th Floor Aloe Grove, Houghton Estate Office Park, 2 Osborn Road, Houghton),
   the offices of the Company’s transfer secretaries, Link Market Services South Africa Proprietary
   Limited (13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein) and from Velocity Trade
   Financial Services Proprietary Limited (200 Main Road, Claremont, Cape Town) from Monday, 5
   September 2016 to Friday, 18 November 2016.

2. Salient dates and times

   Set out below are the salient dates and times pertaining to the implementation of the MTN
   Zakhele Unwinding Scheme (assuming an “MTNZ Integrated Unwinding”):

                                                                                              2016
        “Scheme Consideration” election period opens                          Monday, 12 September

        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 Reinvestment             Tuesday, 18 October
        Offer” on
        MTNZ shares trade ex the MTNZ Reinvestment Offer on                  Wednesday, 19 October
 
        Last date on which MTNZ shareholders which hold their MTNZ           Wednesday, 19 October
        shares through “Pacific Nominees” can make an election in
        respect of the MTNZ Reinvestment Offer by 12:00 on
        Last date on which MTNZ shareholders can make an election in            Friday, 21 October
        respect of the MTNZ Reinvestment Offer by 12:00 on
        MTNZ Reinvestment Offer record date, being the date on which            Friday, 21 October
        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 Reinvestment 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 Pacific Nominees 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 Pacific Nominees, 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
        MTNZ cash top-up amount (if applicable) published on SENS on            Friday, 9 December
        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 Pacific Nominees, 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 Pacific Nominees 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                                                 
        Words shown in bold are as defined in the Scheme Circular

By order of the Board of Directors of MTN Zakhele (RF) Limited

5 September 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: 05/09/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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