SENS Note - 29 December 2017
MTN GROUP LIMITED - Dealing in MTN Zakhele Futhi (RF) Limited securities by an associate of a director of MTN
 
MTN 201712290017A
Dealing in MTN Zakhele Futhi (RF) Limited securities by an associate of a director of MTN

MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration Number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN" or “MTN Group”)

DEALING IN MTN ZAKHELE FUTHI (RF) LIMITED SECURITIES BY AN ASSOCIATE OF A
DIRECTOR OF MTN

Shareholders are referred to, amongst others, the MTN announcement of 22 November 2016
in which it was stated that the MTN board of directors had resolved to proceed with the
implementation of the MTN Zakhele Futhi (RF) Limited ("MTN Zakhele Futhi") BEE
transaction in November 2016 on the basis that MTN subscribed for MTN Zakhele Futhi
ordinary shares to make up the equity shortfall (that is, the difference between the equity
actually raised pursuant to the MTN Zakhele Futhi public offer and the target equity raise).
On 23 November 2016 MTN accordingly subscribed for 27 848 672 MTN Zakhele Futhi
ordinary shares ("Warehoused Shares"), at R20.00 per ordinary share, for an aggregate
subscription price of approximately R557 million, with the intention of on-selling the
Warehoused Shares to qualifying BEE participants in due course.

MTN has on 28 December 2017 entered into a Sale of Shares Agreement with Main Street
1561 Proprietary Limited ("Main Street 1561") (being an associate of one of the MTN directors
for purposes of the JSE Limited Listings Requirements) pursuant to which MTN will sell
14 750 000 of the Warehoused Shares ("Sale Shares") to Main Street 1561 for an aggregate
purchase price of R295 000 000.00 (calculated as R20.00 per Warehoused Share) ("the
Transaction"). Completion of the Transaction (including the transfer of the Sale Shares to
Main Street 1561 and payment of the purchase price to MTN) is subject to certain
administrative and procedural conditions precedent being fulfilled (or waived, as the case may
be) by no later than 15 February 2018, which conditions include the requisite FICA and BEE
verification being completed on Main Street 1561 ("Conditions Precedent").

Accordingly, in compliance with paragraphs 3.63 – 3.66 of the JSE Limited Listings
Requirements, MTN shareholders are advised of the following details of the Transaction:

Name of Associate: Main Street 1561 Proprietary Limited

Relationship with director: Wholly-owned and/or controlled

Name of director: PF Nhleko

Name of company of which he is a director: MTN

Date of Transaction: The Sale of Shares Agreement is dated 28
December 2017. The Transaction will be
completed on the third business day after the
fulfillment of the Conditions Precedent (such
Conditions Precedent to be fulfilled or waived by
no later than 15 February 2018)
Number of shares: 14 750 000 MTN Zakhele Futhi ordinary shares

Purchase price per share: R20.00 per share

Total value of shares: R295 000 000.00

Class of securities: MTN Zakhele Futhi ordinary shares having no
par value

Nature of transaction: Purchase of MTN Zakhele Futhi ordinary shares
off-market from MTN, subject to the fulfillment (or
waiver, as the case may be) of certain Conditions
Precedent on or before 15 February 2018

Nature of interest: Indirect beneficial


Fairland
29 December 2017

Sponsor
Deutsche Securities (SA) Proprietary Limited

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