MTN GROUP LIMITED -
MTN GROUP LIMITED
("MTN")
(formerly M-CELL LIMITED)
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
Share code MTN
ISIN ZAE000042164
ANNOUNCEMENT TO SHAREHOLDERS
Shareholders are referred to the announcement dated 20 December 2002 regarding
the acquisition by Newshelf 664 (Proprietary) Limited ("Newshelf") of
approximately 18,7% of the issued share capital of MTN from Transnet Limited.
Newshelf is a company whose ordinary shares will be held by a Trust to be formed
of which the beneficiaries will be eligible employees of MTN.
In order to fund this acquisition, Newshelf issued various classes of preference
shares, inter alia "B" Preference shares ("B prefs") to the Public Investment
Commissioners ("the PIC") for an aggregate issue consideration of approximately
R2,1 billion.
In addition one "B" Participating preference share ("B participating pref") has
been issued to the PIC. The B participating pref entitles the B pref holder to
participate in a portion of any surplus in Newshelf on the winding up of
Newshelf once all amounts owing to various funders have been settled.
The PIC gave an option to the executive directors of MTN jointly to participate
in the economic benefit attaching to the B prefs for an option price of R5
million (amounting to less than 0,25% of the funding raised by the issue of the
B prefs).The directors have exercised the option and have accordingly acquired
an economic interest in the B prefs and as a result of the rights attaching to
the B participating pref, the economic interest extends to the participation in
any surplus that may be available on the winding up of Newshelf. The
acquisition consideration paid by each executive director in respect of this
option is as follows:
PF Nhleko R1 315 500
PL Zim R 921 125
RD Nisbet R 921 125
RS Dabengwa R 921 125
I Charnley R 921 125
Total R5 000 000
The directors will not acquire any direct or indirect, beneficial or non-
beneficial interest in the MTN shares acquired by Newshelf as a result of
exercising the option. However shareholders are advised that the executive
directors are included among the eligible employees who will be beneficiaries of
the Trust to be formed. Further disclosure, to the extent required, will be
made once the Trust has been registered.
Johannesburg
11 April 2003
Sponsor
Merrill Lynch South Africa (Pty) Limited
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