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MTN ZAKHELE FUTHI (RF) LIMITED - Update on the MTNZF scheme and Cautionary Announcement

Release Date: 22/08/2025 08:58
Code(s): MTNZF     PDF:  
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Update on the MTNZF scheme and Cautionary Announcement

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" or "Company")

Update on the MTNZF scheme and Cautionary Announcement


Completion of the sale of MTNZF's remaining shares in MTN Group Limited ("MTN")

Shareholders of MTNZF ("Shareholders") are referred to the announcements released on the Stock Exchange
News Service ("SENS") of the JSE Limited ("JSE") by MTNZF on 23 June 2025 and 15 July 2025.

By way of update, MTNZF is pleased to announce that it has completed the sale of MTNZF's remaining 2,476,448
MTN shares 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.

In light of the fact that MTNZF no longer holds any MTN shares, MTNZF will no longer release reference
announcements relating to MTN on SENS or on the Company website.


Finalisation of the unwind of the MTNZF scheme

The board of MTNZF ("Board") is in the process of finalising its preferred approach to the unwind of the MTNZF
scheme and return of the residual Net Asset Value ("NAV") to Shareholders ("Final Unwind Distribution"), and is
engaging with its advisers and MTN in this regard. Following completion of the Market Sales, MTNZF's NAV is
calculated to be approximately R494 million and translates to approximately R4.00 per MTNZF ordinary share
("MTNZF Share") (based on 123,416,826 MTNZF Shares in issue). The final amount of the residual NAV is
dependent on the costs of the unwind and associated provisions to be made by MTNZF for any liabilities following
the implementation of the Final Unwind Distribution.

This announcement does not constitute an offer, undertaking or firm intention to make any offer to Shareholders.
Shareholders are advised that the Board's deliberations are ongoing and that there is currently no certainty
regarding the format, structure, timing and quantum of the Final Unwind Distribution. Accordingly, Shareholders are
advised to exercise caution when trading in their MTNZF Shares until a further SENS announcement is made. The
Board will update Shareholders as more information becomes available.


Payment of the Special Distribution

To date, the special distribution by way of a capital payment from capital reserves of R20.00 per MTNZF ordinary
share ("Special Distribution") has been paid in respect of c.90% of the MTNZF ordinary shares in issue (amounting
to approximately R2.213 billion of the total R2.468 billion payable). Any shareholders who have not received the
payment of the Special Distribution are urged to contact MTNZF to ensure that their contact details are up to date
and to register their accounts and ensure that they have completed the necessary FICA and bank verification
processes:
•   Email Address: MTNZF@singular.co.za
•   WhatsApp: 0113215400
•   Walk-in Centre: 25 Scott Street, Waverley, Johannesburg
•   Registrations and Trading Website: www.i-ex.co.za
•   Telephone numbers: 083 900 6863 or 010 476 2012

This announcement is the responsibility of the Board. The financial information contained herein has not been
reviewed or reported on by MTNZF's external auditors.

Johannesburg
22 August 2025

JSE Sponsor
Tamela Holdings Proprietary Limited

Legal and tax adviser
Webber Wentzel Attorneys

Date: 22-08-2025 08:58:00
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.