MTN : 'MTN Nigeria takes steps towards listing and appoints transaction advisors'

MTN Nigeria takes steps towards listing and appoints transaction advisors

Johannesburg - On 10 June 2016, MTN Nigeria announced that, as part of a settlement arrangement with the Federal Government of Nigeria, it would undertake to take immediate steps to ensure the listing of its shares on The Nigerian Stock Exchange (The NSE) as soon as commercially and legally possible.

MTN Nigeria is pleased to announce that its Board of Directors has resolved to proceed with preparations for a listing of MTN Nigeria on The NSE as soon as commercially and legally possible and has established a management task team with the responsibility to guide the company towards a listing. At present, MTN Nigeria is targeting that the listing takes place during 2017, subject to suitable market conditions.

MTN Nigeria is further pleased to announce that it has appointed Stanbic IBTC Capital Limited (together with its affiliates, The Standard Bank of South Africa Limited and Standard Advisory London Limited) (collectively 'Stanbic') and Citigroup Global Markets Limited ('Citi') as its Joint Transaction Advisors and Joint Global Coordinators with Stanbic acting as Lead Issuing House. A full syndicate including Nigerian receiving agents, Nigerian receiving banks and other advisers would be appointed in due course, as appropriate.

The proposed listing would be subject to suitable market circumstances and conditions and the appropriate approvals from relevant regulators and other stakeholders.

This press release does not constitute an announcement of an intention to float MTN Nigeria. MTN Nigeria will make further announcements at appropriate intervals on progress in this regard.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement is only being distributed to and is only directed at (A) persons located outside the European Economic Area or, if located within the European Economic Area, are qualified investors within the meaning of the Prospectus Directive as implemented in the relevant member state of the European Economic Area and (B) persons who are located outside the United Kingdom or, if located within the United Kingdom, are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (A) and (B) above together being referred to as 'relevant persons'). Any securities described herein will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

- Issued by MTN Group Corporate Affairs

About the MTN Group

Launched in 1994, the MTN Group is a leading emerging market operator, connecting subscribers in 22 countries in Africa, Asia and the Middle East. The MTN Group is listed on the JSE Securities Exchange in South Africa under the share code: 'MTN.' As of 30 April 2016, MTN recorded 230.3 million subscribers across its operations in Afghanistan, Benin, Botswana, Cameroon, Cote d'Ivoire, Cyprus, Ghana, Guinea Bissau, Guinea Republic, Iran, Liberia, Nigeria, Republic of Congo (Congo-Brazzaville), Rwanda, South Africa, Sudan, South Sudan, Swaziland, Syria, Uganda, Yemen and Zambia. Visit us at, www.mtnbusiness.com and www.mtn.com

For more information, please contact:

Chris Maroleng on [phone], [e-mail] or [e-mail]

Twitter: @MTNGroup

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