MTN
MTN
MTN Group - Offer to shareholders of Investcom declared unconditional all
respects
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")
OFFER TO SHAREHOLDERS OF INVESTCOM LLC DECLARED UNCONDITIONAL IN ALL RESPECTS
MTN Group announces that all the conditions of its offer to shareholders of
Investcom LLC ("Investcom") ("the Offer") have been satisfied or waived and the
Offer is now declared unconditional in all respects.
As previously announced, the Offer will remain open for acceptances until 5.00
p.m. (Dubai time) on 12 July 2006.
As and when MTN Group has received valid acceptances of the Offer in respect of
or otherwise acquired 90% or more in value of the Investcom ordinary shares to
which the Offer relates (which MTN Group expects will happen shortly pursuant to
the terms of the Tender Agent Agreement), MTN Group will seek to acquire
compulsorily the Investcom ordinary shares for which it has not received valid
acceptances of the Offer or otherwise acquired, pursuant to the provisions of
articles 81 to 89 (inclusive) of the Dubai International Financial Centre
Company Law 2004.
As MTN Group has attained the required 75% of the voting rights attaching to the
shares of Investcom, MTN Group is taking steps to procure the application by
Investcom: (i) for the cancellation of the trading in Investcom GDSs on the
London Stock Exchange"s market for listed securities and the listing of the
Investcom GDSs from the Official List of the UK Listing Authority; and (ii) for
the cancellation of the trading in Investcom GDSs on the Dubai International
Financial Exchange ("DIFX") and the listing of the Investcom GDSs from the
Official List of Securities of the DIFX.
Fairland
4 July 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: 04/07/2006 05:55:02 PM Produced by the JSE SENS Department
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