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MTN
MTN
Alpine/ M1 - Increasing MTN Group Black Shareholder Base
The Alpine Trust
(registered in the Republic of South Africa)
(Master"s reference no. IT 476503)
("Alpine")
M1 Limited
(registered in the Dubai International Finance Centre)
(Registration number 0085)
("M1")
INCREASING MTN GROUP BLACK SHAREHOLDER BASE
1. Introduction
Alpine, together with M1, is proposing to increase its
shareholding in the MTN Group Limited ("MTN Group") by purchasing
additional MTN Group shares through a newly formed special purpose
vehicle ("Newco") ("the Transaction"). Any such purchases will be
in addition to the shares in the MTN Group which Alpine and M1
already own or in which they have an interest. An announcement
concerning the Transaction has been made by MTN Group.
2. An overview of Alpine and Newshelf 664 (Pty) Ltd ("Newshelf")
Alpine and Newshelf, which is 100% owned by Alpine, were
established for the benefit of eligible permanent staff employed
by MTN Group and its South African subsidiaries as well as
eligible senior staff members of its African operations. At 31
December 2005 Alpine held and controlled 243 500 011 MTN Group
shares through Newshelf and more than 75% of the value
attributable to Alpine, after settling any costs and taxes and
financing obligations, will be distributed to historically
disadvantaged South Africans. Newshelf was externally funded in a
transaction concluded in December 2002 for the benefit of the
Alpine beneficiaries.
3. Transaction mechanics
Newco, which will be funded by M1 and 3rd party financiers, will
seek to acquire MTN Group shares. Newco, in its sole discretion
will determine the timing of the acquisition of any MTN Group
shares, the price at which it will acquire such shares and the
nature of the transactions that it will conclude. Newco will only
acquire such MTN Group shares if, in its view, price, market
conditions and other macro-economic factors are favourable. There
is no fixed obligation upon Newco to acquire MTN Group shares.
The economic sharing arrangements are as follows:
- M1 will receive all of the economic benefits in Newco until
it receives an agreed return on its investment; and
- any return, over and above the agreed return for M1, will be
shared in a predetermined residual equity sharing ratio
between M1 and Alpine.
The implementation of the Transaction is subject to the fulfilment
of certain conditions precedent, which may not be fulfilled.
As more fully described in the announcement by the MTN Group, the
MTN Group board has waived certain clauses of the Deed of Covenant
entered into between M1 and the MTN Group in connection with the
acquisition of Investcom LLC by the MTN Group permitting Newco
and/or M1 to acquire additional MTN Group shares pursuant to the
Transaction.
Fairland
10 November 2006
Transaction Advisor to The Alpine Trust
Nedbank Capital
Legal Advisor to The Alpine Trust
Edward Nathan
Transaction advisor to M1
First Africa
South African Legal Advisors to M1
Bowman Gillfillan
International Legal Advisors to M1
Dewey Ballantine
Date: 10/11/2006 01:35:29 PM Produced by the JSE SENS Department
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