MTN Group Limited - MTN Announcement Relating To Celtel International
B.V.(`Celtel`) And Cautionary Announcement
MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(ISIN code ZAE000042164)
(Share code MTN)
(`MTN`)
Copies of this document are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from Australia,
Canada, Japan or any jurisdiction where to do so would violate the laws in that
jurisdiction.
MTN announcement relating to Celtel International B.V.(`Celtel`) and cautionary
announcement
1. Court proceedings
MTN announces that it has made an application to the English courts seeking
disclosure of certain documents from Celtel and Dr Mohamed Ibrahim, Celtel`s
chairman and a major shareholder. MTN believes that legally binding undertakings
in relation to the offer set out below were given in favour of MTN by
shareholders of Celtel holding in aggregate a substantial percentage of the
issued share capital of Celtel prior to the announcement by Celtel of an offer
by Mobile Telecommunications Company K.S.C. on 29 March 2005. Upon
determination of MTN`s application which is being heard today, MTN will review
its position and determine what further action is necessary or advisable in
order to protect its rights.
There can be no assurance as to the outcomes of the current proceedings or any
other actions that MTN may decide to take. Certain outcomes could have a
material effect on the price at which MTN securities trade. Accordingly,
shareholders are advised to exercise caution when dealing in MTN securities
until a further announcement is made.
2. Key offer terms
MTN`s offer to acquire 100 per cent. of the fully diluted share capital of
Celtel (the `Offer`), comprising 55,337,479 Celtel shares, 4,102,801 options and
133,334 warrants (`Fully Diluted Share Capital`), to which the said legally
binding undertakings relate will be governed by the laws of England and is
subject to the key terms set out below.
2.1 Offer consideration
The aggregate consideration to be offered by MTN for the Fully Diluted Share
Capital is US$2,673 (ZAR16,787 (note 1)) million (`Aggregate Consideration`) of
which payment of an amount of US$100 (ZAR628 (note 1)) million will be deferred
until the first anniversary of the date on which the Offer is declared
unconditional in all respects (the `Deferred Consideration`). In addition, an
amount of US$150 (ZAR 942 (note 1)) million will be retained in escrow and will
be paid out in full or in part only when and if certain legal and other issues
have been resolved in a satisfactory manner. The Aggregate Consideration will be
applied as follows:
Number of Aggregate Payment at Escrow Deferred
instruments Considerati settlement amount Consider
(000`s) on (US$ (US$ 000`s) (US$ ation
000`s) 000`s) (US$
000`s)
Celtel 55,337 2,539 2,307 139 93
shareholde
rs
Celtel 4,236 134 116 11 7
option and
warrant
holders
59,574 2,673 2,423 150 100
The Aggregate Consideration due to Celtel Shareholders will be settled by
issuing at least 102 million new MTN shares at a price of US$7.72 (ZAR48.48
(note 1)) per MTN share, representing the volume-weighted average share price of
MTN shares over the 30 trading days up to and including 17 March 2005, being the
date by which representatives of MTN and Celtel agreed in principle this
component of the Offer consideration. The balance of the Aggregate Consideration
will be settled in cash, other than the Deferred Consideration which may be
settled in cash or newly issued MTN shares at MTN`s election.
Note:1. Based on the 15 April 2005 closing ZAR/US$ exchange rate of 6.28 as
reported by I-Net
2.2. Key offer conditions
The conditions to which the Offer will be subject will include conditions in
respect of the following matters:
(a) valid acceptances of the Offer being received and MTN having otherwise
acquired Celtel Shares, by no later than 3:00 pm (London time), on the first
closing date of the Offer or such later time(s) and/or date(s) as MTN may
decide, in respect of not less than 95 per cent. in aggregate (or such lesser
percentage as MTN may decide) of the Fully Diluted Share Capital on such date;
(b) unconditional and unqualified approvals or consents to the Offer being
obtained from the Zambian Competition Commission and the relevant competition
authorities in Burkina Faso and Chad no later than the date two months following
the date of the Offer (or, in the case of Zambia, such later date as may be
necessary in order to ensure that the procedures stipulated in the Zambian
Competition and Fair Trading Act, 1994 are duly complied with or as MTN may
decide), provided that failure to satisfy these conditions in one country only
will not permit MTN to lapse the Offer, but may lead to an adjustment of the
Deferred Consideration;
(c) no material adverse change occurring in Celtel or its subsidiaries or
associated undertakings;
(d) no information previously provided by Celtel proving to be materially
misleading or to contain any material omission or any material undisclosed
liability being discovered;
(e) certain specified events including dividends, share capital
reorganisations, significant transactions and insolvency related events) having
not occurred in respect of Celtel, its subsidiaries and associated undertakings;
and
(f) the Offer not having certain material consequences which have not been
disclosed and no governmental or regulatory authority having prohibited or
restricted the Offer and its implementation in certain respects.
4. Other matters
MTN ordinary shares will only be issued under the Offer to Celtel shareholders
(i) who are resident and accept the Offer in the UK or South Africa, (ii) who
are resident in the Netherlands and will receive MTN shares with a value of at
least Euro50,000 under the Offer (including any election for additional MTN
ordinary shares), (iii) who are in the United States and are QIBs or accredited
investors, or (iv) to which MTN determines in its absolute discretion to issue
MTN ordinary shares under the Offer having reasonably determined that to do so
will not breach any applicable law or regulation. Celtel shareholders who do
not fall within these categories will receive all their consideration in cash.
The MTN shares to be issued under the Offer have not been, and will not be,
registered under the United States Securities Act of 1933 or under the
securities laws of any jurisdiction of the United States. Neither the United
States Securities Exchange Commission nor any United States state securities
commission has approved or disapproved of the securities offered in connection
with the Offer, or determined if this document is accurate or complete. Any
representation to the contrary is a criminal offence.
Johannesburg18 April 2005
Transaction and lead sponsor
Morgan Stanley South Africa (Proprietary) Limited
Joint sponsorMerrill Lynch South Africa
For enquiries, please contact:
Monika Steinlechner, investor relations
Tel: +27 83 212 5710
Yvonne Muthien, corporate affairs
Tel: +27 83 200 0300 |