MTN
MTN
MTN - MTN Group Limited - Results of the offer to members of the Black Public to
subscribe for ordinary shares in MTN Zakhele Limited
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1994/009584/06
Share code: MTN ISIN: ZAE000042164
("MTN")
RESULTS OF THE OFFER TO MEMBERS OF THE BLACK PUBLIC TO SUBSCRIBE FOR ORDINARY
SHARES IN MTN ZAKHELE LIMITED
1. INTRODUCTION
Members of the Black Public were invited to apply for ordinary shares ("MTN
Zakhele Shares") in MTN Zakhele Limited ("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, as described in more detail in paragraph
4 below, will be paid on or about 3 December 2010.
2. 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.
3. RESULTS OF THE ALLOCATION PROCESS
The results of the allocation process are summarised in the table below.
Individuals Groups Total
Number of 120,349 2,203 122,552
applications
received
Number of 98.2% 1.8% 100.0%
applications
received (% of
total)
Capital raised R1,190,796,389 R1,584,484,703 R2,775,281,093
Capital raised (% 42.9% 57.1% 100.0%
of total)
Capital allocated R 961,735,400 R656,264,600 R1,618,000,000
Capital allocated 59.4% 40.6% 100.0%
(% of total)
Number of shares 48,086,770 32,813,230 80,900,000
allotted and issued
on 24 November 2010
4. REFUNDS
As stated in the Prospectus, refunds will be made in respect of all applications
which were unsuccessful, and in respect of the portions of any applications
which were accepted only in part due to the oversubscription.
Refunds will be paid on or about 3 December 2010 by electronic funds transfer
into each affected applicant`s specified transactional bank account.
Interest will be paid on the refunded amounts from the closing date of the MTN
Zakhele Offer being 14 October 2010 up to but excluding the date of payment of
the refund, and will be paid together with the refunded amounts.
5. DECLARATION OF PARTICIPATION BY DIRECTORS OF MTN AND ITS MAJOR SUBSIDIARIES
AND THEIR ASSOCIATES
All Black staff and Black directors of MTN and its major subsidiaries and their
associates were entitled to participate in the MTN Zakhele Offer on precisely
the same terms as members of the Black Public. The table below sets out the
number of MTN Zakhele Shares which were allocated to the directors and company
secretary of MTN and/or their associates:
Director Direct/ Allocation Number of
indirect in Rand shares
interest
Matamela Cyril Ramaphosa Indirect 187,349,300 9,367,465
Shanduka Group (Proprietary) beneficial
Limited
Phuthuma Freedom Nhleko Direct 40,214,000 2,010,700
Nontokozo Trivia Nhleko beneficial 44,000 2,200
(spouse) Direct
beneficial
Koosum Parsotam Kalyan Direct 554,000 27,700
beneficial
Marion Lesego Dawn Marole Direct 314,000 15,700
Kabelo Maropefela (son) beneficial 160,000 8,000
Tshedza Marole (son) Direct 160,000 8,000
beneficial
Direct
beneficial
Mfundiso Johnson Ntabankulu Direct 134,000 6,700
Njeke beneficial 74,000 3,700
Madoda S`Bulele Njeke (son) Direct
beneficial
Jeff van Rooyen
Amy Doreen van Rooyen (spouse) Direct 10,000 500
Alvin van Rooyen (son) beneficial 10,000 500
Cheryl Hart (daughter) Direct 40,000 2,000
beneficial
Direct
beneficial
Nkateko Peter Mageza Indirect
Songhai Capital (Proprietary) beneficial 1,028,400 51,420
Limited 20,000 1,000
Tsakane Mageza (son) Direct 20,000 1,000
Nkululeko Khumalo (son) beneficial
Direct
beneficial
Sibongile Beatrice Mtshali
(Group Secretary) Indirect 130,000 6,500
Tashako Trust (Trustee) beneficial
Director Direct/ Allocation Number of
indirect in Rand shares
interest
Jeff van Rooyen Non 11,754,000 587,700
Kurland Covie Trust (Trustee) beneficial
interest
The table below sets out the number of MTN Zakhele Shares which were allocated
to directors of major subsidiaries of MTN and/or their associates:
Director Direct/ Allocation Number of
indirect in Rand shares
interest
Fatima Jakoet (Director of MTN Direct 614,000 30,700
Nigeria Communications Limited) beneficial
Omar Jakoet (spouse) 130,000 6,500
Thaabiet Omar Jakoet (son) Direct 74,000 3,700
Nuria Jakoet (daughter) beneficial 74,000 3,700
Direct
beneficial
Direct
beneficial
Carol Winifred Nosipho Molope Direct 20,000 1,000
(Director of Mobile Telephone beneficial
Networks (Proprietary) Limited)
Imogen Nonhlanhla Mkhize Direct 40,000 2,000
(Director of Mobile Telephone beneficial
Networks (Proprietary) Limited )
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.
6. LETTERS OF ALLOCATION
A welcome pack containing, inter alia, a welcome letter, proof of participation
certificate and important MTN Zakhele shareholder information will be posted to
all successful applicants on or about 29 November 2010. Unsuccessful applicants
(who failed to comply with the terms of the MTN Zakhele Offer) will, on the same
date, also be notified by post that their applications were unsuccessful.
In accordance with the terms of the Relationship Agreement as provided in the
Prospectus, the original share certificates issued in respect of the relevant
MTN Zakhele Shares allotted and issued to the successful applicants on 24
November 2010 pursuant to the MTN Zakhele Offer will be retained by Link Market
Services South Africa (Proprietary) Limited, the transfer secretary of MTN
Zakhele, in respect of the MTN Zakhele Offer.
7. 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 Limited.
Fairland
26 November 2010
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Joint reporting accountants
PricewaterhouseCoopers Inc.
SizweNtsaluba VSP
Legal and tax adviser
Webber Wentzel attorneys
Attorneys to MTN Zakhele
Prinsloo, Tindle & Andropoulos Inc
Transfer Secretary of MTN Zakhele
Link Market Services South Africa (Proprietary) Limited
Date: 26/11/2010 07:05:01 Produced by the JSE SENS Department.
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