SENS Note - 30 November 2016 |
MTN GROUP LIMITED - Dealings in respect of (i) The MTN ZAKHELE FUTHI public offer; and(ii) The MTN ZAKHELE Re-Investment offer |
MTN 201611300070A Dealings in respect of (i) The MTN ZAKHELE FUTHI public offer; and(ii) The MTN ZAKHELE Re-Investment offer MTN Group Limited (Incorporated in the Republic of South Africa) (Registration number 1994/009584/06) Share code: MTN ISIN: ZAE000042164 (“MTN” or the “Company”) DEALINGS IN RESPECT OF (i) THE MTN ZAKHELE FUTHI PUBLIC OFFER; AND (ii) THE MTN ZAKHELE RE- INVESTMENT OFFER 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 circular to MTN Shareholders dated 6 September 2016 relating to the 2016 MTN BEE Transaction. 1. Introduction All black employees and black directors of MTN and its major subsidiaries and their associates were entitled to participate in the MTN Zakhele Futhi Public Offer and MTN Zakhele Re-investment Offer on precisely the same terms as members of the black public and MTN Zakhele Shareholders, respectively. As stated in the Prospectus, no preference in any allocation was given to any employee or director of MTN or its subsidiaries, or their associates. In terms of paragraph 3.63 of the JSE Limited (“JSE”) Listings Requirements, the Company is required to announce on the Stock Exchange News Service of the JSE the details of any transaction in securities relating to MTN by or on behalf of (i) a director and the company secretary of MTN; (ii) a director and company secretary of a major subsidiary of MTN; or (iii) any associate of (i) or (ii) above. A transaction includes, amongst others, “any other transaction that will provide direct or indirect exposure to the share price of…” MTN. MTN Zakhele Futhi is the special purpose vehicle established to give effect to the 2016 MTN BEE Transaction, principally through subscribing for or acquiring MTN Shares. As such, any transaction by the abovementioned parties involving MTN Zakhele Futhi Ordinary Shares will provide direct or indirect exposure to the share price of MTN. Set out below are details of transactions in securities relating to MTN as a result of (i) the participation by the relevant parties in the MTN Zakhele Futhi Public Offer, and (ii) elections made the relevant parties as a result of their shareholdings in MTN Zakhele. 2. Participation by directors and the company secretary of MTN and/or their associates 2.1 MTN Zakhele Futhi Public Offer The table below sets out the number of MTN Zakhele Futhi Ordinary Shares which were issued to the directors and the company secretary of MTN and/or their associates on Thursday, 24 November 2016 in terms of the MTN Zakhele Futhi Public Offer: Director Direct/Indirect beneficial Number of MTN Zakhele Futhi Rand amount Ordinary Shares allocated at R20.00 per MTN Zakhele Futhi Ordinary Share Kandimathie Direct 23 500 R470 000 Christine Ramon (Independent non- executive director) Tashako Trust Indirect 20 000 R400 000 (Associate of Sibongile Beatrice Mtshali, Group secretary) Amy Doreen van Indirect 500 R10 000 Rooyen (Associate of Jeff van Rooyen, independent non- executive director) 2.2 MTN Zakhele Re-investment Offer The table below sets out the elections made (or deemed to have been made) by the directors and the company secretary of MTN and/or their associates, effective Thursday, 24 November 2016, in respect of their holdings of MTN Zakhele Shares: Number of MTN Zakhele Shares in respect of which an election was made (or deemed to have been made) Director Direct/Indirect Cash MTN MTN Zakhele Number (and beneficial Consideration* Consideration Futhi Ordinary Rand Shares Shares amount) of MTN Zakhele Futhi Ordinary Shares allocated at R20.00 per MTN Zakhele Futhi Ordinary Share Phuthuma Direct - 2 010 700 - - Freedom Nhleko (Chairman) (1 079 506 MTN Shares, R123 171 635**) Koosum Direct - - 27 700 83 967 Parsotam Kalyan (Independent (R1 679 340) non-executive director) Nkateko Peter Direct - - 51 420 155 870 Mageza (Independent (R3 117 400) non-executive director) Marion Lesego Direct 15 700 - - - Dawn Marole (Independent non-executive director) Tshedze Ofentse Direct 8 000 - - - Marole (Associate of Marion Lesego Dawn Marole) Kabelo Direct 8 000 - - - Marophefela (Associate of Marion Lesego Dawn Marole) Tashako Trust Indirect - - 6 500 19 703 (Associate of Sibongile Beatrice (R394 060) Mtshali (Company secretary) Amy Doreen van Indirect 500 - - - Rooyen (Associate of Jeff van Rooyen, Independent non- executive director)
3. Participation by directors of major subsidiaries of MTN and/or their associates 3.1 MTN Zakhele Futhi Public Offer The table below sets out the number of MTN Zakhele Futhi Ordinary Shares which were issued to directors of major subsidiaries of MTN (being Mobile Telephone Networks Proprietary Limited and MTN Nigeria Communications Limited) and/or their associates in terms of the MTN Zakhele Futhi Public Offer: Director and major Direct/Indirect beneficial Number of MTN Zakhele Futhi Ordinary Shares Rand amount subsidiary of which allocated at R20.00 per MTN Zakhele Futhi Ordinary he/she is a director Share Lorato Wendy Cecilia Direct 5 000 R100 000 Phalatse (Independent non- executive director, Mobile Telephone Networks Proprietary Limited) Molefe Seth Phalatse Indirect 5 000 R100 000 (Associate of Lorato Wendy Cecilia Phalatse) Shauket Fakie Direct 10 000 R200 000 (Independent non- executive director, Mobile Telephone Networks Proprietary Limited) 3.2 MTN Zakhele Re-investment Offer The table below sets out the elections made (or deemed to have been made) by the directors of major subsidiaries of MTN and/or their associates, effective Thursday, 24 November 2016, in respect of their holdings of MTN Zakhele Shares: Number of MTN Zakhele Shares in respect of which an election was made (or deemed to have been made) Director and Direct/Indirect Cash MTN MTN Zakhele Number (and major subsidiary beneficial Consideration* Consideration Futhi Ordinary Rand of which he/she Shares Shares amount) of is a director MTN Zakhele Futhi Ordinary Shares allocated at R20.00 per MTN Zakhele Futhi Ordinary Share Shauket Fakie Direct - - 1 000 3 031 (Independent non-executive (R60 620) director, Mobile Telephone Networks Proprietary Limited) Zainab Fakie Direct - - 1 000 3 031 (Associate of Shauket Fakie) (R60 620) Shabnum Fakie Direct - - 500 1 515 (Associate of Shauket Fakie) (R30 300) Zeenath Fakie Direct - - 500 1 515 (Associate of Shauket Fakie) (R30 300) Lorato Wendy Direct 2 000 - - - Cecilia Phalatse (Independent non-executive director, Mobile Telephone Networks Proprietary Limited)
The directors, the company secretary and the directors of major subsidiaries were given the necessary clearance to deal in terms of paragraph 3.66 of the JSE Listings Requirements. By order of the Board of Directors of MTN Group Limited 30 November 2016 Transaction sponsor to MTN Nedbank Corporate and Investment Banking Date: 30/11/2016 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS. |