SENS Note - 26 November 2010
MTN -- results of the BEE offer
 
Members of the black public were invited to apply for ordinary shares ("MTN Zakhele Shares") in MTN Zakhele Ltd ("MTN Zakhele") in terms of the prospectus issued by MTN Zakhele on 30 August 2010 ("Prospectus"). A total of 80,900,000 MTN Zakhele shares were offered to members of the black public at R20 per share. As announced in a media release on 21 October 2010, the response to the MTN Zakhele Black Economic Empowerment public offer ("MTN Zakhele Offer") was very positive and MTN has achieved its objectives of creating a truly broad-based empowerment transaction. MTN Zakhele has now completed a detailed reconciliation process and can confirm that R2.78 billion was raised from the Black Public and applications were 1.7 times subscribed. MTN Zakhele Shares were allotted and issued by MTN Zakhele to successful applicants on 24 November 2010. Information will be posted to all applicants on or about 29 November 2010 to inform them, inter alia, of the status of their applications, including, where applicable, the extent to which their applications were accepted and the number of shares that were allotted and issued to them. To the extent that applications were not accepted, refunds together with interest on such refunds will be paid on or about 3 December 2010.

Basis of allocation
One of MTN's primary objectives with respect to the MTN Zakhele offer was to achieve truly broad-based empowerment. In order to achieve this objective, the allocation process adopted a "bottom up" approach, starting with applications for the minimum number of MTN Zakhele Shares and with a priority for Black individuals ("Black People"). All valid applications for subscription amounts between R2 000 (100 MTN Zakhele Shares) and R25,000 (1,250 MTN Zakhele Shares), inclusive, were accepted in full. In respect of valid applications for subscription amounts in excess of R25 000, applicants were allocated R25 000 worth of MTN Zakhele Shares plus a percentage of the balance of the MTN Zakhele Shares applied for. In addition, Black People who were RICA-compliant customers of MTN and who did not get their full allocation, received a preferential allocation of up to an additional 200 MTN Zakhele Shares (i.e. a subscription amount of R4,000). As a result, approximately 94% of all applicants, received all of the MTN Zakhele Shares that they applied for. On a simple average basis, the percentage by which the applications in excess of R25 000 have been accepted amounts to 49% of the balance of MTN Zakhele Shares applied for. The actual percentage will vary depending on the size of the application. The allocations methodology and principles were determined by an independent sub committee of the MTN board (i.e. independent non-executive directors of MTN who had not directly or indirectly applied for MTN Zakhele Shares) and the allocations effected by the MTN Zakhele board, in consultation with the sub- committee, and in accordance with the methodology and principles determined by the sub-committee. Furthermore, PricewaterhouseCoopers Inc and SizweNtsaluba VSP, the auditors of MTN Zakhele, are in the process of performing procedures agreed with management around the allocation process as part of the agreed upon procedures performed in accordance with the International Standard on Related Services (ISRS) 4400 "Engagements to Perform Agreed-upon Procedures Regarding Financial Information" in relation to the MTN Zakhele Offer.

Conditions precedent
MTN shareholders are hereby advised that all of the outstanding conditions precedent for the MTN BEE transaction, as set out in the circular to MTN shareholders dated 28 July 2010, have been met and as a result the MTN BEE transaction has commenced, and the initial implementation thereof was effected on 24 November 2010. As a consequence of the implementation of the MTN BEE transaction, MTN has issued in aggregate 42 040 364 new MTN ordinary shares to MTN Zakhele, which shares will be listed on the exchange operated by the JSE Ltd. Fairland.
 
Click here for original article