MTN
MTN
MTN Group - Offer to shareholders of Investcom LLC open until further notice
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 OPEN UNTIL FURTHER NOTICE
MTN Group shareholders are referred to the announcement dated 29 June 2006 which
advised that the second closing date of the offer to shareholders of Investcom
LLC ("Investcom") ("the Offer") was 12 July 2006. MTN Group now announces that
the Offer is open until further notice. Remaining Investcom shareholders who do
not accept the Offer will receive at least 14 days notice before the Offer is
closed. As previously announced, the MTN Group share and cash alternative
closed at 5.00 p.m. (Dubai time) on 12 July 2006, save that MTN Group reserves
the right to reintroduce the MTN Group share and cash 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 announces that as at 5.00 p.m. (Dubai time) on 12 July 2006 it had
received valid acceptances of the Offer in respect of 1,428,797,344 Investcom
shares (representing approximately 99.5% 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 as described in the circular to
MTN Group shareholders dated 12 June 2006. Other than the irrevocable
undertaking from M1 Limited, 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). As at 5.00 p.m. (Dubai time) on 12 July 2006,
The Bank of New York (as Tender Agent to the Offer) had accepted into the Offer
all Investcom shares in respect of which it had received irrevocable
instructions to participate in the Offer. Of the acceptances received,
elections to participate in the MTN Group share and cash alternative have been
received in respect of a total of 1,013,890,914 Investcom Shares (representing
approximately 70.6% of the issued share capital of Investcom).
Fairland
13 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: 13/07/2006 08:00:06 AM Produced by the JSE SENS Department
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