Finalisation of cash consideration, rounding cash amount and MTNZ tax cash top-up amount and termination of listing
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”)
FINALISATION OF THE CASH CONSIDERATION, ROUNDING CASH AMOUNT AND MTNZ TAX CASH
TOP-UP AMOUNT AND THE TERMINATION OF LISTING OF MTNZ
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
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.
1. CASH CONSIDERATION, ROUNDING CASH AMOUNT AND MTNZ TAX CASH TOP-UP AMOUNT
1.1 Scheme Participants are referred to the announcements released by the Company on
SENS on 22 August 2016, 12 and 17 October 2016, and 22, 24, 28 and 29 November 2016,
in relation to the unwinding of MTN Zakhele.
1.2 Following conclusion of the Market Sale Process on Tuesday, 29 November 2016, the
Company hereby advises Scheme Participants of the following finally determined
amounts in relation to the Scheme:
1.2.1 the Cash Consideration payable to Scheme Participants who elected such (or were
deemed to have elected such), is an amount of 5907.90594 cents per MTNZ Share.
The Cash Consideration is not taxable in the hands of Scheme Participants;
1.2.2 the MTNZ Tax Cash Top-Up amount is R8 560 304, which amount is payable to all
Scheme Participants on a pro rata basis and amounts to 10.58288 cents per MTNZ
Share. DWT is payable on the MTNZ Tax Cash Top-Up Amount, resulting in a net
amount of 8.99545 cents per MTNZ Share; and
1.2.3 the total Rounding Cash Amount, being the amount that arose as a result of the
fractional entitlements attributable to Scheme Participants, was realised through
the Market Sale Process in terms of which 54 120 MTN Shares were sold resulting
in net proceeds of R5 955 705.79. The Rounding Cash Amount is determined as an
amount of 7.36289 cents per MTNZ Share payable to all Scheme Participants. DWT
is payable on the Rounding Cash Amount, resulting in a net amount of 6.25846
cents per MTNZ Share.
a. The repurchase by MTNZ on the applicable Operative Date of that number of MTNZ Shares in
respect of which Scheme Participants elected (or were deemed to have elected) to receive MTN
Consideration Shares and/or Cash Consideration, has resulted 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;
b. The liability for DWT in respect of the MTNZ Tax Cash Top-Up Amount and Rounding Cash Amount
will fall on the recipient (i.e. the beneficial owner) of the dividend and will be withheld from the
dividend payment by the MTNZ Transfer Secretaries in respect of Certificated Scheme Participants,
or where relevant, certain other withholding agents (including CSDPs) in respect of Dematerialised
Scheme Participants; and
c. The MTN Consideration Shares and the Cash Consideration are both deemed to be dividends in
specie for purposes of DWT levied under the Income Tax Act.
2. TERMINATION OF LISTING OF MTNZ
Following settlement of the abovementioned cash amounts on or about Tuesday, 13 December
2016, the listing of MTNZ on the JSE will be terminated with effect from the commencement of
trading on Wednesday, 14 December 2016.
By order of the Board of Directors of MTN Zakhele (RF) Limited
9 December 2016
Legal and tax advisor
Nedbank Corporate and Investment Banking
Date: 09/12/2016 11:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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