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Distribution of Circular including Notice of Scheme Meeting relating to Scheme of Arrangement and Proposed Delisting
MTN Zakhele Futhi (RF) Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2016/268837/06)
Share code: MTNZF
ISIN: ZAE000279402
LEI: 378900429C4F73B1BE74
("MTNZF" or the "Company")
DISTRIBUTION OF CIRCULAR, INCLUDING A NOTICE OF SCHEME MEETING ("NOTICE OF
SCHEME MEETING"), RELATING TO AN OFFER TO MTNZF SHAREHOLDERS TO
REPURCHASE THEIR SHARES BY WAY OF A SCHEME OF ARRANGEMENT, AND THE
PROPOSED SUBSEQUENT DELISTING OF MTNZF FROM THE BEE SEGMENT OF THE MAIN
BOARD OF THE STOCK EXCHANGE OPERATED BY THE JSE LIMITED (THE "JSE")
1. Distribution of Circular and Notice of Scheme Meeting
1.1 MTNZF shareholders ("MTNZF Shareholders") are referred to the Company's firm
intention announcement released on the Stock Exchange News Service of the JSE
("SENS") on Tuesday, 25 November 2025 containing details of the proposed scheme of
arrangement in terms of section 114(1)(c) and 114(1)(e) of the Companies Act, 71 of 2008,
as amended (the "Companies Act"), pursuant to which, if implemented, the Company will
repurchase all of the issued ordinary no par value shares in MTNZF (the "MTNZF Shares")
from MTNZF Shareholders, save for one MTNZF Share held by each of Windup Co
Proprietary Limited, Tamela Holdings Proprietary Limited and TMF Trustees (South Africa)
Proprietary Limited (being a total of three MTNZF Shares) (the "Scheme Shares"), for a
scheme cash consideration of ZAR0.15 (15 cents) per Scheme Share (the "Scheme").
1.2 Unless otherwise defined in this announcement (for the sake of context and/or
convenience) or the context indicates otherwise, capitalised (defined) terms used herein
will have the same meanings ascribed to such terms in the Circular (as defined below).
1.3 Should the Scheme become unconditional and be implemented in accordance with its
terms, the gross Scheme Consideration (and the Agterskot Payment, if any) will be paid
to Scheme Participants, net of dividends tax at a rate of 20%, on the gross Scheme
Consideration (and the Agterskot Payment, if any) unless the Scheme Participant is
exempt from dividends tax or subject to a reduced dividends tax rate and has in each
instance duly submitted the prescribed declaration and written undertaking to the relevant
regulated intermediary. In respect of the Scheme Consideration, the gross Scheme
Consideration is ZAR0.15 (15 cents), which is ZAR0.12 (12 cents) net of dividends tax at
a rate of 20%. Should the Agterskot Payment become payable, the gross and net rates
will be provided in the Finalisation Announcement.
1.4 MTNZF Shareholders are hereby advised that the Company has today, Tuesday,
2 December 2025, distributed a circular to MTNZF Shareholders in respect of the Scheme
(the "Circular"). The Circular provides full details of the Scheme and contains a Notice of
Scheme Meeting, the report by the Joint Independent Experts, the recommendations of
the Independent Board, the salient dates and times relating to the Scheme and the
necessary forms in order to effect the Scheme.
1.5 The Scheme Meeting is expected to be held at 10h00 (South African Standard Time) on
or about Thursday, 15 January 2026 entirely by way of electronic communication as
contemplated in section 63(2)(a) of the Companies Act at:
https://mtnzakhelefuthi.vagm.africa.
1.6 The Circular is available in English only. Copies of the Circular are available on the
Company's website at https://mtnzakhelefuthi.nedsecure.co.za/investor-relations and may
be obtained at the Company's Registered Office, 135 Rivonia Road, Sandton, Gauteng,
South Africa during normal business hours from today, Tuesday, 2 December 2025 up to
and including the date of the Scheme Meeting, being Thursday, 15 January 2026.
2. Salient dates and times
2025
Record date for posting the Circular, being the date by which a Friday, 21 November
Shareholder is required to be recorded as such in the Register in order
to be eligible to receive the Circular and Notice of Scheme Meeting
Firm Intention Announcement by MTNZF regarding the Scheme Tuesday, 25 November
released on SENS
Circular and Notice of Scheme Meeting posted to MTNZF Shareholders Tuesday, 2 December
and announced on SENS
2026
Last day to trade in MTNZF Shares in order to be recorded in the Tuesday, 6 January
Register on the Voting Record Date in order to be eligible to vote at the
Scheme Meeting (see note (b) below) on
Voting Record Date to be eligible to participate in and vote at the Friday, 9 January
Scheme Meeting by close of trading on
Forms of Proxy (yellow) for the Scheme Meeting to be lodged (for Tuesday, 13 January
administrative purposes only) by no later than 10h00 on
Last date and time for MTNZF Shareholders to give notice to MTNZF Thursday, 15 January
objecting, in terms of section 164(3) of the Companies Act, to the
Scheme Resolution to be able to invoke Appraisal Rights by 10h00 on
Scheme Meeting to be held at 10h00 on Thursday, 15 January
MTNZF to give notice of adoption of the Scheme Resolution approving Friday, 16 January
the Scheme to Dissenting Shareholders in accordance with
section 164(4) of the Companies Act on
Publication of results of the Scheme Meeting on SENS on or about Friday, 16 January
If the Scheme is approved by the MTNZF Shareholders at the
Scheme Meeting:
Last day for MTNZF Shareholders who voted against the Scheme to Thursday, 22 January
require MTNZF to seek Court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total votes
of MTNZF Shareholders at the Scheme Meeting were exercised against
the Scheme
Last day for MTNZF Shareholders (who voted against the Scheme) to Thursday, 29 January
be granted leave by a Court for a review of the Scheme in terms of
section 115(3)(b) of the Companies Act, if the Scheme Resolution is
approved by MTNZF Shareholders at the Scheme Meeting (where
applicable)
Last date for Dissenting Shareholders to make an Appraisal Rights Friday, 13 February
demand in accordance with section 164(7) of the Companies Act on
The following dates assume that no Court approval or review of the
Scheme is required and that all other Scheme Conditions
Precedent are fulfilled (or waived, where such conditions are
capable of waiver) and will be confirmed in the Finalisation
Announcement if the Scheme becomes unconditional:
Finalisation Announcement with regard to the Scheme published on Tuesday, 17 February
SENS before 11h00 (assuming no MTNZF Shareholder exercises their
right in terms of section 115(3)(a) or section 115(3)(b) of the Companies
Act) on or about
Date for receipt of the TRP's Compliance Certificate, and confirmation Wednesday, 18
of receipt of TRP's Compliance Certificate published on SENS on or February
about
Application for the delisting of MTNZF Shares on or about Thursday, 19 February
Last day to trade, being the last day to trade the MTNZF Shares on the Tuesday, 24 February
JSE in order to participate in the Scheme ("Scheme Last Day to Trade")
on or about
Suspension of the listing of MTNZF Shares on or about Wednesday, 25
February
"Scheme Consideration Record Date", being the date on which Friday, 27 February
Scheme Participants must be recorded in the Register to receive the
Scheme Consideration (and the Agterskot Payment, if any), by close of
trade on or about
"Effective Date" on or about Friday, 27 February
Scheme Consideration (and the Agterskot Payment, if any) to be sent Monday, 2 March
by EFT to Scheme Participants who are Certificated Shareholders and
who have lodged their Form of Surrender and Transfer (blue) with the
Transfer Secretaries on or prior to 12h00 on the Scheme Consideration
Record Date, on or about
Dematerialised Scheme Participants to have their accounts (held at their Monday, 2 March
CSDP or Broker) credited with the Scheme Consideration (and the
Agterskot Payment, if any) on or about
Termination of listing of MTNZF Shares at the commencement of trade Tuesday, 3 March
on or about
Notes:
(a) All of the above dates and times are subject to change, with the approval of the JSE and TRP,
if required. The dates have been determined based on certain assumptions regarding the dates
by which certain regulatory approvals including, but not limited to, that of the JSE and TRP, will
be obtained and that no Court approval or review of the Scheme will be required. Any change
will be released on SENS.
(b) MTNZF Shareholders should note that as transactions in MTNZF Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place three Business
Days after such trade. Therefore, MTNZF Shareholders who acquire MTNZF Shares on the
JSE after the Scheme Last Day to Trade so as to be recorded in the Register on the Voting
Record Date will not be entitled to participate in and vote at the Scheme Meeting in respect of
such MTNZF Shares.
(c) Certificated MTNZF Shares may not be Dematerialised, and Dematerialised MTNZF Shares
may not be rematerialised from Wednesday, 7 January 2026 to Friday, 9 January 2026, both
days inclusive, and from Wednesday, 25 February 2026.
(d) All times referred to above are references to South African Standard Time.
(e) MTNZF Shareholders who wish to exercise their Appraisal Rights (to the extent such arise) are
referred to paragraph 5.8 and Annexe F of the Circular for further details.
(f) If the Scheme Meeting is adjourned or postponed, Forms of Proxy (yellow) submitted for the
initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting, unless stated otherwise in the relevant form.
(g) Should sufficient MTNZF Shareholders vote against the Scheme Resolution at the Scheme
Meeting so that a MTNZF Shareholder may require MTNZF to obtain Court approval regarding
the Scheme Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a
MTNZF Shareholder in fact delivers such a request, the dates and times set out above will need
to be amended. MTNZF Shareholders will be notified separately of the applicable dates and
times under this process.
(h) If any MTNZF Shareholder who votes against the Scheme Resolution exercises its rights in
terms of section 115(3)(b) of the Companies Act and applies to Court for a review of the
Scheme, the dates and times set out above will need to be amended. MTNZF Shareholders
will be notified separately of the applicable dates and times under this process.
3. Responsibility Statement
The Independent Board and the MTNZF Board, individually and collectively, accept full
responsibility for the accuracy of the information contained in this announcement and certify that,
to the best of their knowledge and belief, such information is true and this announcement does
not omit any facts that would make any of the information false or misleading or would be likely
to affect the importance of any information contained in this announcement. The Independent
Board and the MTNZF Board have made all reasonable enquiries to ascertain that no facts have
been omitted and this announcement accordingly contains all information required by law and
the Companies Act.
Johannesburg
Tuesday, 2 December 2025
FINANCIAL ADVISOR AND SPONSOR TO MTNZF
Tamela Holdings Proprietary Limited
LEGAL AND TAX ADVISOR TO MTNZF
Webber Wentzel
JOINT INDEPENDENT EXPERTS
THEZA Capital Proprietary Limited and BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARIES
Nedbank Limited (acting through its Share Scheme Administration business unit)
Date: 02-12-2025 04:55:00
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