MTN
MTN
MTN Group - First closing of the offer to shareholders of Investcom and
extension of offer
MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(Share code: MTN)
(ISIN code: ZAE000042164)
("MTN Group" or the "Company")
FIRST CLOSING OF THE OFFER TO SHAREHOLDERS OF INVESTCOM LLC AND EXTENSION OF
OFFER
MTN Group announces that the offer to Investcom LLC ("Investcom") shareholders
to acquire the entire issued share capital of Investcom ("the Offer") has been
extended to 5.00 p.m. (Dubai time) on 12 July 2006. As previously announced, the
MTN Group cash and share alternative will only remain open until 5.00 p.m.
(Dubai time) on 12 July 2006, save that MTN Group reserves the right to
reintroduce the cash and share alternative in respect of Investcom shareholders
whose Investcom shares are acquired as part of any potential compulsory
acquisition of Investcom shares in respect of the Offer.
MTN Group further announces that as at 5.00 p.m. (Dubai time) on Wednesday, 28
June 2006, the first closing date of the Offer, it has received valid
acceptances of the Offer in respect of 1,120,281,524 Investcom shares
(representing approximately 78.1% of the issued share capital of Investcom.
This includes the acceptance of the Offer by M1 Limited pursuant to the
irrevocable undertaking to accept the Offer described in paragraph 5 of the
circular to MTN Group shareholders dated 12 June 2006. Other than that
irrevocable undertaking, MTN Group did not hold any Investcom shares or rights
over such shares before the Offer period commenced and has not acquired or
agreed to acquire any Investcom shares during the Offer period (other than by
way of acceptances of the Offer.
In addition, as at 5.00 p.m. (Dubai time) on 28 June 2006, The Bank of New York
(as Tender Agent to the Offer has received irrevocable instructions to
participate in the Offer in respect of 268,030,665 Investcom shares represented
by 53,606,133 Investcom GDSs (representing approximately 18.7% of the issued
share capital Investcom). As at 5.00 p.m. (Dubai time) on 28 June 2006, MTN
Group has not received a valid acceptance of the Offer in respect of any of
these Investcom Shares represented by the Investcom GDSs. It is expected that,
pursuant to the terms of the Tender Agent Agreement, The Bank of New York will
accept into the Offer the Investcom shares that it has received instructions in
relation to when the Offer is declared unconditional in all respects.
Accordingly, the aggregate valid acceptances and instructions to The Bank of New
York to accept the Offer have been received in respect of a total of
1,388,312,189 Investcom shares (representing approximately 96.7% of the issued
share capital of Investcom). Of those acceptances or instructions, elections to
participate in the MTN Group cash and share alternative have been received in
respect of a total of 1,013,875,914 Investcom Shares (representing approximately
70.6% of the issued share capital of Investcom).
MTN Group shareholders are further advised that further announcements will be
made in due course in relation to the fulfillment or waiver of the remaining
conditions to which the Offer is subject.
Fairland
29 June 2006
Joint financial adviser and transaction sponsor
Deutsche Securities (SA) (Proprietary) Limited
Member of the Deutsche Bank Group
Joint financial adviser
First Africa (SA) (Proprietary) Limited
South African legal adviser
Webber Wentzel Bowens
International legal advisers
Freshfields Bruckhaus Deringer
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Date: 29/06/2006 08:17:14 AM Produced by the JSE SENS Department
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