MTN
MTN
MTN - MTN Group Limited - Unwind of hedge transaction by Newshelf resulting in
MTN directors` indirect dealing
MTN Group Limited
Registration number 1994/009584/06
Share code: MTN
ISIN: ZAE000042164
("MTN")
UNWIND OF HEDGE TRANSACTION BY NEWSHELF 664 (PROPRIETARY) LIMITED ("NEWSHELF")
RESULTING IN MTN DIRECTORS` INDIRECT DEALING
Shareholders are referred to previous announcements made by MTN from time to
time regarding Newshelf and its shareholding in MTN. In particular, shareholders
are reminded that in terms of the agreements for the funding of Newshelf entered
into in 2003, Newshelf was obliged to enter into a hedging transaction in
respect of 65.5 million MTN shares. Ancillary to this hedging transaction these
MTN shares were also made subject to a script lending arrangement. This hedging
and scrip lending arrangement is in the process of being naturally unwound in
accordance with the terms of the original agreements under which they were put
in place in 2003. This unwind will take place in a series of disposals over a
period of a few months and as a result Newshelf will dispose of these 65.5
million MTN shares to the hedge providers ("the Hedge Unwind"). Subject to
market conditions Newshelf may resolve to acquire some or all the shares to be
disposed of from the Hedge Unwind. Requisite announcement will be made at that
time.
The entire issued ordinary share capital of Newshelf is held by the Alpine
Trust. PF Nhleko, RD Nisbet, RS Dabengwa and I Charnley are directors of
Newshelf and PF Nhleko and I Charnley are, amongst others, trustees of the
Alpine Trust. The beneficiaries of the Alpine Trust are the management and
employees of MTN including the executive directors of MTN as well as some of the
directors of MTN`s major subsidiaries, and as such, have an indirect, beneficial
interest in the MTN shares held by Newshelf which are being disposed of as part
of the Hedge Unwind. The Hedge Unwind will be effected through a series of
disposals, the first of which is for a total of 1,000,000 MTN shares which were
disposed of with effect from 27 February 2007 at a price of R20 per share (the
"Initial Hedge Unwind"). The price per share was market related at the time the
hedge transaction was entered into in 2003.
Following the Initial Hedge Unwind, Newshelf has decreased its direct beneficial
holding and currently holds a direct beneficial interest in 308 million MTN
shares but has voting control over 243.5 million MTN shares as a result of the
scrip lending arrangement. Once the entire series of disposals making up the
Hedge Unwind has been completed and in the event that Newshelf does not
repurchase any of the MTN shares so disposed, Newshelf will hold a direct
beneficial interest in 243.5 million MTN shares.
Fairland
2 March 2007
Sponsor to MTN
Merrill Lynch South Africa (Proprietary) Limited
Date: 02/03/2007 15:50:00 Produced by the JSE SENS Department. |