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Further Update on the MTNZF Scheme
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Date of incorporation: 21 June 2016)
(Registration number: 2016/268837/06)
(JSE Share code: MTNZF)
(ISIN: ZAE000279402)
(LEI: 378900429C4F73B1BE74)
("MTNZF")
FURTHER UPDATE ON THE MTNZF SCHEME
MTNZF shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS")
of the JSE Limited on 13 June 2025 (the "Announcement") by MTNZF. All capitalised terms used in this
announcement and not otherwise defined herein, shall have the meanings given to them in the Announcement,
unless the context clearly indicates otherwise.
The Announcement stated that MTNZF had provided MTN with an NVF Call Option Early Exercise Offer. The call
option under the NVF Call Option Early Exercise Offer was exercised today, 23 June 2025, following the fulfilment
of the NVF Acceptance Condition, which occurred on Thursday, 19 June 2025. The NVF settlement was based on
a c.R6.4 billion NVF balance and the 30-day VWAP of MTN ordinary shares up to and including Friday, 20 June
2025. This resulted in 50,590,890 MTN ordinary shares being repurchased by MTN at R0.0001 per MTN ordinary
share, with settlement expected to occur on Wednesday, 25 June 2025.
The Residual Shares, being any of the original 76,835,378 MTN ordinary shares held by MTNZF not sold in the
accelerated bookbuild offering of 23,768,040 MTN ordinary shares and not used to settle the NVF Call Option
Exercise Offer above, have now been determined to be 2,476,448 MTN ordinary shares and will be sold in the
open market in due course.
Following the Placement, and the use of the net proceeds thereof to settle the Amounts Owing, and based on
certain assumptions, including, amongst others, the price at which the Residual Shares will be sold, the Net Asset
Value ("NAV") of MTNZF is currently expected to be approximately between R2.468 billion and R2.776 billion which
translates to an NAV per MTNZF ordinary share of approximately between R20 and R22.50 (based on 123 416 818
MTNZF ordinary shares in issue).
Shareholders should be mindful of the ongoing Unwind process when dealing in MTNZF's ordinary shares as this
process will result in MTNZF becoming a cash shell in the short term, which will fundamentally alter the basis for
its valuation. MTNZF will update MTNZF shareholders as more information becomes available.
This SENS announcement is the responsibility of the Board. The financial information has not been reviewed or
reported on by MTNZF's external auditors.
Sandton
23 June 2025
Financial Advisor and Sponsor to MTNZF:
Tamela Holdings Proprietary Limited
Legal Advisor to MTNZF:
Webber Wentzel Attorneys
Date: 23-06-2025 05:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
