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Conclusion of resolution agreement with the Central Bank of Nigeria & withdrawal of cautionary announcement
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1994/009584/06
ISIN: ZAE000042164
Share code: MTN
(“MTN” or the “Company”)
Conclusion of resolution agreement with the Central Bank of Nigeria (CBN) and
withdrawal of cautionary announcement
As previously communicated, the Central Bank of Nigeria has alleged improper repatriation by
MTN Nigeria Communications Limited (“MTN Nigeria”) of US$8,1 billion between 2007 and
2015.
MTN Nigeria has held various engagements in order to find an equitable resolution to the matter.
In particular, a series of meetings were held in Lagos with CBN officials during November 2018.
At these meetings MTN Nigeria provided additional material documentation which satisfactorily
clarified its remittances. The CBN upon review of the additional documentation concluded that
MTN Nigeria is no longer required to reverse the historical dividend payments made to MTN
Nigeria shareholders. However, the CBN maintains that the proceeds from the preference shares
in MTN Nigeria’s private placement remittances of 2008 of circa USD$ 1 billion were irregular
having been based on CCIs that only had an approval-in-principle, but not final regulatory approval
of CBN.
The CBN instructed MTN Nigeria to implement a notional reversal of the 2008 private placement
of shares in MTN Nigeria at a net cost of circa N19.2 billion - equivalent to US$52.6m (the notional
reversal amount). This is on the basis that certain certificates of capital importation (CCIs) utilised
in the private placement were not properly issued.
MTN Nigeria and the CBN have agreed that they will resolve the matter on the basis that MTN
Nigeria will pay the notional reversal amount without admission of liability. In terms of the
resolution agreement, the CBN will regularise all the CCIs issued on the investment by
shareholders of MTN Nigeria of circa $402,625,419 without regard to any historical disputes
relating to those CCIs, thereby bringing to a final resolution all incidental disputes arising from
this matter.
MTN Nigeria relied on certain commercial banks to ensure all approvals had been obtained prior
to the CCIs being issued and to ensure the CCIs were properly utilised in the private placement.
MTN Nigeria will be engaging with the banks in relation to the issues dealt with in the resolution
agreement.
Shareholders are advised that the legal process initiated by MTN Nigeria for injunctive relief
restraining the AGF from taking further action in respect of its orders for back taxes is continuing.
The AGF matter came up for initial mention before the Federal High Court of Nigeria Lagos
Judicial Division on 8 November 2018 and has been adjourned to 7 February 2019. MTN Nigeria
continues to maintain that its tax matters are up to date and no additional payment, as claimed by
the AGF, is due, and consequently no provisions or contingent liabilities are being raised in the
accounts of MTN Nigeria for the AGF back taxes claim.
As a result of the above, shareholders are no longer required to exercise caution in dealing with
the Company securities.
Fairland
27 December 2018
Lead Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Joint Sponsor
Tamela Holdings Proprietary Limited
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