Mtn Group Limited - Management And Staff Buy-in - Announcement To Shareholders
Release Date: 18/07/2003 14:00:01 Code(s): MTN
MTN Group Limited - Management And Staff Buy-In - Announcement To Shareholders
MTN Group Limited
("MTN" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(Share code MTN ISIN ZAE000042164)
MANAGEMENT AND STAFF BUY-IN - ANNOUNCEMENT TO SHAREHOLDERS
Shareholders are referred to the announcement by Newshelf 664 (Proprietary)
Limited ("Newshelf") dated 20 December 2002 regarding the management and staff
buy-in through the acquisition by Newshelf of approximately 18,7% of the issued
share capital of MTN from Transnet Limited ("the acquisition"). These MTN
shares were acquired at an average price of R13,90 per share. Shareholders were
further advised in an announcement dated 11 April 2003 that Newshelf is a
company whose ordinary shares were to be held by a Trust ("the Trust") of which
the beneficiaries will be eligible employees of MTN.
The Trust has been formed and registered with the Master of the High Court. Five
trustees have been appointed, two of whom are directors of MTN namely, PF Nhleko
and I Charnley. Furthermore, all the directors of Newshelf are currently
appointed by the Trust. To date, five directors have been appointed namely, PF
Nhleko, I Charnley, PL Zim, RD Nisbet, and RS Dabengwa (jointly "the MTN
Executive Directors" or "the promoters"). In addition, in terms of the
financing arrangements relating to Newshelf, certain financiers are entitled to
appoint in aggregate two directors of Newshelf.
Shareholders are reminded that MTN was not a party to the acquisition nor did it
provide any financial assistance whatsoever for the acquisition.
The MTN Executive Directors are among the eligible employees who will be
potential beneficiaries of the Trust and consequently their interests in respect
of the MTN shares held by Newshelf are as follows:
As a result of being trustees of the Trust, PF Nhleko and I Charnley, together
with the other independent trustees, have an indirect, non-beneficial interest
in the MTN shares which are currently held by Newshelf. Newshelf holds a total
of 309 000 000 ordinary shares in MTN.
As a result of being directors of Newshelf, PF Nhleko, I Charnley, PL Zim, RD
Nisbet and RS Dabengwa have an indirect, beneficial interest in respect of
voting* the MTN shares which are currently held by Newshelf.
As a result of being promoters of the transaction and beneficiaries of the
Trust, the MTN Executive Directors have an indirect, beneficial interest in MTN
shares that are held by Newshelf. The beneficial interest will be in the form of
rights to participate in a predetermined ratio ("the participation ratio") in
the net surplus in Newshelf which may arise once all of Newshelf"s obligations
have been met including debt and financing obligations to its financiers. This
is currently anticipated to be in 2008. Certain of the financial instruments
used to fund the acquisition of the MTN shares also participate in the growth of
the shares of MTN before any net surplus is paid.
Subject to the terms and conditions of the Trust Deed, the rights to participate
as outlined below will accrue to the MTN Executive Directors in equal tranches
of 16,6666% per annum for six years on condition that in the event that any
director not being in the employ of MTN at the end of the six years period, he
or she will only be entitled to that percentage of the rights to participate
which will have vested prior to the MTN Executive Director leaving the employ of
MTN. The benefits (if any), which accrue to the MTN Executive Directors will
only be received once Newshelf"s obligations to its financiers have been
extinguished which is expected to take place at the end of the six year period.
The participation ratio in the net surplus of each MTN Executive Director is as
follows:
PF Nhleko 7.9270%;
I Charnley 5.5869%;
RS Dabengwa 5.5869%;
RD Nisbet 5.5869%; and
PL Zim 5.5869%
(*In terms of the Listings Requirements of the JSE Securities Exchange South
Africa, the definition of beneficial interest in shares includes the right to
exercise the voting attaching to those shares. The directors of Newshelf (who
are appointed by the trustees of the Trust) have the right to exercise the vote
attaching to the MTN shares held in Newshelf from time to time.)
Johannesburg
18 July 2003
Sponsor
Merrill Lynch South Africa
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