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MTNZF Trading statement for the six months ended 30 June 2025
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2016/268837/06)
(Share code MTNZF)
(ISIN: ZAE000279402)
(MTNZF or the Company)
MTNZF Trading statement for the six months ended 30 June 2025
MTNZF is currently in the process of finalising its results for the six months ended 30 June 2025 (H1 25)
and provides this trading statement in accordance with paragraph 3.4(b)(i) of the JSE Limited (JSE) Listings
Requirements (Listings Requirements).
The Listings Requirements require that issuers publish a trading statement as soon as they are satisfied
that a reasonable degree of certainty exists that the financial results for the period to be reported upon next
will differ by at least 20% from the financial results for the previous corresponding period. The MTNZF H1
25 results will differ from the corresponding period (H1 24) due to the following:
Accelerated Bookbuild Offering (ABO)
23,768,040 MTN Group Limited (MTN) ordinary shares held by MTNZF were placed at a price of R128.00
per share (Placement), representing a 2.8% discount to the day's closing price of R131.74 per MTN
ordinary share and a 2.8% premium to the 30-day volume-weighted average price per MTN ordinary share
of R124.49 as at market close on 11 June 2025. The Placement raised gross proceeds of approximately
R3.0 billion. MTNZF used the net proceeds of the Placement to settle its outstanding preference share
funding, pay or provide for any applicable taxes, cover unwind costs and distribute the balance of
proceeds to the MTNZF ordinary shareholders at the appropriate time.
Notional Vendor Financing (NVF) Call Option Early Exercise Offer (NVF Settlement)
MTNZF had provided MTN with an NVF Call Option Early Exercise Offer (as defined in MTNZF's Stock
Exchange News Service of the JSE (SENS) announcement dated 13 June 2025). The call option under the
NVF Call Option Early Exercise Offer was exercised on 23 June 2025, following the fulfilment of the NVF
Acceptance Condition (as defined in the SENS announcement dated 13 June 2025), which occurred on 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 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 occurring on 25 June 2025.
The residual MTN ordinary shares, being the remainder of the original 76,835,378 MTN ordinary shares
held by MTNZF not sold in the ABO and not used to settle the NVF Call Option Exercise Offer above, were
determined to be 2,476,448 MTN ordinary shares which were sold in the market over the period of 18 to
20 August 2025 (together, the Market Sales). The Market Sales raised aggregate net proceeds of R391
million after costs, including brokerage fees, but before any provision for taxes.
Based on the change in the MTN ordinary share price during the 12 month period ended 30 June 2025,
being R84.94 at 30 June 2024 and R140.84 at 30 June 2025, the ABO and the NVF Settlement, MTNZF
shareholders are advised that MTNZF expects to report an increase in earnings per share and (EPS) and
headline earnings per share (HEPS) against H1 24 results of greater than 100%.
H1 25 Expected Range H1 24 Change Percentage
(cents) (cents) (cents) Change (%)
EPS/HEPS 2 185 - 2 297 (560) 2 745 - 2 857 >100
There are no items included in the calculation of profit attributable to shareholders which are required to
be excluded in terms of circular 1/2023, Headline Earnings, in the calculation of HEPS.
In addition, based on the change in the MTN ordinary share price during the 12 month period ended 30
June 2025, being R84.94 at 30 June 2024 and R140.84 at 30 June 2025, the ABO and the NVF Settlement,
MTNZF shareholders are advised that MTNZF expects to report an increase in Net Asset Value per share
(NAVPS) against H1 24 results of greater than100%.
H1 25 Expected Range H1 24 Change Percentage
(cents) (cents) (cents) Change (%)
NAVPS 2 417 - 2 550 666 1 751 - 1884 >100
The financial information on which this trading statement is based has not been reviewed and reported
on by the external auditor of MTNZF. The Company's H1 25 reviewed financial results are expected to be
released on SENS on or before 5 September 2025.
Release date: 22 August 2025
Sponsor
Tamela Holdings Proprietary Limited
Date: 22-08-2025 08:56:00
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