| SENS Note - 15 December 2008 |
| MTN distribution by Newshelf 664 of a dividend |
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Newshelf and the trust have entered into an agreement with PIC for the payment of a dividend in specie of MTN shares to the trust and the distribution of such dividend to the beneficiaries. The special dividend is anticipated to be paid early in 2009 subject to the fulfilment or waiver of the condition precedent referred to in paragraph 3. As a result of the payment by Newshelf of the special dividend approximately 1.8% of the issued ordinary share capital of MTN will be received by the beneficiaries based on the 20 trading day volume weighted average price of an MTN share up to 10 December 2008 of R100.01. The Special Dividend The number of MTN shares constituting the special dividend will be calculated based on the net asset value of Newshelf on 22 December 2008 calculated with reference to the 20 trading day VWAP of an MTN share up to and including 19 December 2008. The MTN shares that constitute the special dividend will be distributed early in 2009 to the beneficiaries in accordance with the beneficiaries' participation ratios on 1 January 2009 after the retention of 300 000 MTN shares to cover contingencies in the trust. The balance of the proceeds from these MTN shares after the settlement of contingencies will be distributed to the beneficiaries at a later date. Immediately after the declaration of the special dividend, the trust will grant PIC a call option to acquire the entire issued ordinary share capital of Newshelf from the trust for its residual nominal value. The exercise of the call option by PIC is subject to the approval of the relevant South African Competition Authorities. MTN and PIC have entered into a memorandum of understanding subject to certain conditions precedent, whereby MTN has agreed to acquire the entire issued ordinary share capital of Newshelf or the call option from PIC for its residual nominal value. Condition precedent The implementation of the special dividend agreement is subject to the registration by the registrar of companies of special resolutions to amend the articles of association of Newshelf that are necessary to give effect to the special dividend agreement. Quantum of the special dividend Based on the forecast balance sheet on 22 December 2008 using the reference price or a VWAP of R95 per MTN share the indicative special dividend to be received by beneficiaries after deducting the 300 000 MTN shares retained to cover contingencies in the trust will be as follows:
Further announcement and documentation A further announcement will be made after 22 December 2008 indicating whether the special dividend agreement has become unconditional in accordance with its terms. It is envisaged that further communication will be sent to the beneficiaries during January 2009 regarding the number of MTN shares that they are entitled to receive following the declaration of the special dividend and the final vesting of their interests in the Trust. |
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