mtn zakhele (rf) limited - jse zakhele... · 2 mtn zakhele (rf) limited frequently asked questions...
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MTN ZAKHELE (RF) LIMITED FREQUENTLY ASKED QUESTIONS
OCTOBER 2015
1. BACKGROUND INFORMATION AND OVERVIEW
2. FREQUENTLY ASKED QUESTIONS
MTN ZAKHELE LISTING ON THE JSE
NEW APPLICATIONS
VERIFICATIONS
REGISTRATION ON THE TRANSACTION PLATFORM
CHANGE OF DETAILS
BUYING AND SELLING THROUGH THE TRANSACTION PLATFORM
TRANSFERS
VALUATION
SHAREHOLDER ENQUIRIES
1. BACKGROUND INFORMATION AND OVERVIEW
On 16 October 2015 MTN Zakhele ceased operating its "over-the-counter" trading platform. This was due to
regulatory policy changes implemented by the Financial Services Board in relation to all providers of OTC
platforms for trading in own shares. In order to provide regulatory certainty and enable its shareholders to
continue to trade their shares, MTN Zakhele will list its ordinary shares on the JSE on 5 November 2015.
From 26 October 2015, MTN Zakhele will begin processes to help shareholders prepare to trade (buy or sell)
MTN Zakhele shares once they are listed on the JSE. These include Application Processes to confirm eligibility
to own MTN Zakhele shares; Verification and Registration Processes to enable shareholders to buy or sell MTN
Zakhele shares using familiar methods of trading – a new Transaction Platform Call Centre and Website.
Trading MTN Zakhele shares once MTN Zakhele is listed on the JSE
From 5 November 2015, only verified black people and black groups will be able to trade MTN Zakhele shares
when they are listed on the JSE. To be verified as being eligible to trade MTN Zakhele shares, please visit
www.mtnz.co.za or phone the Call Centre on 083 123 6869 (this number is free for all calls coming from MTN
subscribers).
MTN Zakhele shares may be traded using the following 2 methods:
1. Trade using the new Transaction Platform
In order to make it easier for MTN Zakhele shareholders to trade MTN Zakhele shares, MTN Zakhele has
facilitated the establishment of a new Transaction Platform (this is known as the MTN Zakhele Facilitated
Trading Process). This new Transaction Platform will enable shareholders to buy, hold or sell their shares
in the JSE environment, and can be accessed at www.mtnz.tradedesk.co.za or on its Call Centre on
083 123 6869. Links to the Transaction Platform website are also available on www.mtnz.co.za.
2. Trade using your own stockbroker
Shareholders who have their own stockbrokers may contact their stockbrokers for more information on
how to trade MTN Zakhele shares on the JSE. This is known as the MTN Zakhele Independent Trading
Process, where MTN Zakhele shares may be held, traded or transferred using own service providers (e.g.
stockbroker and/or custody service provider). Shareholders using this process must also be verified prior
to trading.
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More information on trading processes for JSE listed MTN Zakhele shares
Shareholders and potential shareholders may trade or hold their shares in the JSE environment in the
following ways:
A: The MTN Zakhele Facilitated Trading Process (using the Transaction Platform Call Centre or
Transaction Platform Website to trade MTN Zakhele shares); or
B: The MTN Zakhele Independent Trading Process (using your own stockbroker and/or custody
service provider to trade/hold MTN Zakhele shares);
For transfers which occur outside of the JSE environment i.e. off-market transfers, shareholders may make use
of the MTN Zakhele Limited Transfers Process.
C: The MTN Zakhele Limited Transfers Process.
All the trading/transfer processes are described in more detail below.
A. The MTN Zakhele Facilitated Trading Process
What is the MTN Zakhele Facilitated Trading Process?
In order to make it easier for MTN Zakhele shareholders or prospective shareholders to access trading
on the JSE, MTN Zakhele has identified service providers (called the Trading Entity and the Custody
Entity respectively) to put the Transaction Platform in place to enable you to buy, sell and hold MTN
Zakhele shares on the JSE.
The Trading Entity will provide you with the ability to place buy or sell orders for MTN Zakhele shares,
which will match on the JSE through its usual processes.
The Custody Entity will hold the shares on behalf of shareholders as the registered shareholder (the
shareholder will remain the beneficial owner of the shares). The Custody Entity will also hold
shareholders’ cash in a separate bank account (cash which shareholders have deposited in
anticipation of placing an order or cash received as a result of a sale) and effect settlement on
shareholder accounts.
If you choose this trading process, you will enter into contracts with both the Trading Entity and the
Custody Entity in order to be able to use the Transaction Platform, and you will open a Transaction
Platform Account for trading MTN Zakhele shares only.
You can only sell shares which you already own, and you can only buy shares if you have deposited
sufficient cash into your Transaction Platform Account.
Users of the Transaction Platform will be able to place their orders through the Transaction Platform
Call Centre or through the Transaction Platform Website. You may not then also use your own
stockbroker for trading in MTN Zakhele shares. You can also access the Transaction Platform Website
by clicking on a link on the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za.
Who can use the MTN Zakhele Facilitated Trading Process?
Any persons (whether individuals or groups) who have successfully completed the BEE Verification Process
for the MTN Zakhele Facilitated Trading Process and been notified by MTN Zakhele that they are Verified
Shareholders. Only persons who are eligible to own MTN Zakhele shares will be permitted to become
Verified Shareholders. You may need to complete the Application Process to confirm whether you are
eligible. In addition, you will have to register on the Transaction Platform to open a Transaction Platform
Account.
How do I get verified to use the MTN Zakhele Facilitated Trading Process?
BEE Verification for the Facilitated Process includes:
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accepting the MTN Zakhele Facilitated Trading Process Verification Terms and Conditions, the
MTN Zakhele Privacy Policy and the Important Disclosures Document (individuals can accept these
online, while groups must accept these using the relevant Verification Form);
submitting required FICA documentation; and
entering into relevant contracts with the Trading Entity and the Custody Entity.
All of these documents can be downloaded from the MTN Zakhele Shareholder Platform Website or you
can call the BEE Verification Call Centre on 083 123 6869 for assistance.
After completing the BEE Verification Process you will receive a notification that you have been verified,
and invited to register to use the Transaction Platform.
Do I have to use the MTN Zakhele Facilitated Trading Process?
No, you can also choose to hold, buy, sell or transfer MTN Zakhele shares using the MTN Zakhele
Independent Trading Process (where you wish to use your own service providers) or the MTN Zakhele
Limited Transfers Process (where you wish to participate in an Off-Market Transfer) (these processes are
described below).
What are the costs of using the MTN Zakhele Facilitated Trading Process?
There is no fee for completing the Application Process, BEE Verification and for registering to use the
Transaction Platform. You will, however, have to pay transaction fees and taxes to the Trading Entity and
the Custody Entity when you buy or sell MTN Zakhele shares through the Transaction Platform. Other fees
such as cash withdrawal fees or cash and cheque deposit fees may also be applicable.
For more information on fees, please visit the Transaction Platform Website www.mtnz.tradedesk.co.za
or call the Transaction Platform Call Centre 083 123 6869. (also refer to FAQ no. 34 below)
What are the requirements for using the MTN Zakhele Facilitated Trading Process?
You must be eligible to own MTN Zakhele shares (i.e. you must have completed the Application process).
You will need to complete the BEE Verification Process for the MTN Zakhele Facilitated Trading Process. In
order to begin transacting on the Transaction Platform you must complete a registration process on the
Transaction Platform, which will result in you opening a Transaction Platform Account.
B. The MTN Zakhele Independent Trading Process
What is the MTN Zakhele Independent Trading Process?
If a you choose the MTN Zakhele Independent Trading Process, you may use your own stockbroker to
hold, buy, sell and transfer MTN Zakhele shares or use your own stockbroker (or relevant intermediary) to
buy and sell only and/or use a CSDP (or relevant intermediary) for holding your shares, for settlement and
administration purposes.
Who can use the MTN Zakhele Independent Trading Process?
Any persons (whether individuals or groups) who have completed the BEE Verification Process for the
MTN Zakhele Independent Trading Process, and have been notified by MTN Zakhele that they are Verified
Shareholders. Only persons who are eligible to own MTN Zakhele shares will be permitted to become
Verified Shareholders. BEE Verification for this process includes:
completing the relevant Verification Form, and accepting the MTN Zakhele Independent Trading
Process Verification Terms and Conditions, the MTN Zakhele Privacy Policy and the Important
Disclosures Document and
completing and signing the MTN Zakhele BEE Contract, and ensuring that the MTN Zakhele BEE
Contract is completed and signed by all the relevant parties (e.g. stockbroker, CSDP, intermediary
etc. as applicable).
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The Verification Form for the MTN Zakhele Independent Trading Process and the MTN Zakhele BEE
Contract can be downloaded from the MTN Zakhele Shareholder Platform Website or you can call the BEE
Verification Call Centre for assistance.
What are the costs of using the MTN Zakhele Independent Trading Process?
There is no fee for completing the Application Process or BEE Verification Process. You may have to pay
transaction or other fees and taxes to your selected service provider/s. You will need to obtain details of
these fees from your chosen service provider/s.
What are the requirements for using the MTN Zakhele Independent Trading Process?
You must be eligible to own MTN Zakhele shares. You will need to complete the BEE Verification Process
for the MTN Zakhele Independent Trading Process. Once BEE Verification is completed you will be able to
transact in MTN Zakhele shares via the MTN Zakhele Independent Trading Process (using your selected
service provider/s).
C. The MTN Zakhele Limited Transfers Process
What is the MTN Zakhele Limited Transfer Process?
When you wish to transfer any of your MTN Zakhele shares or take transfer of any MTN Zakhele shares via
an Off-Market Transfer (examples of which include transfers resulting from deceased estates, insolvent
estates, divorces etc.), you must do so in terms of the MTN Zakhele Limited Transfers Process. This
process applies to transfers using the Custody Entity only for both sides of the transfer, if you want to use
your own custody services provider, (e.g. portfolio transfers from the Custody Entity to your own service
provider) you must use the Independent Trading Process.
Who can use the MTN Zakhele Limited Transfer Process?
Any persons (whether individuals or groups) who have successfully completed the BEE Verification Process
for the MTN Zakhele Limited Transfers Process, and been notified by MTN Zakhele that they are Verified
Shareholders.
Only persons who are eligible to own MTN Zakhele shares will be permitted to become Verified
Shareholders. BEE Verification for this process includes:
completing the relevant Verification Form, and accepting the MTN Zakhele Limited Transfers Process
Verification Terms and Conditions, the MTN Zakhele Privacy Policy and the Important Disclosures
Document; and
may also include accepting the Custody Entity mandate.
For more information on the MTN Zakhele Limited Transfers Process, please call the BEE Verification Call
Centre.
The Verification Form for the MTN Zakhele Limited Transfers Process and the Custody Entity mandate can
be downloaded from the MTN Zakhele Shareholder Platform Website or you can call the BEE Verification
Call Centre for assistance.
What are the costs of using the MTN Zakhele Limited Transfer Process?
There is no fee for completing the Application Process or BEE Verification Process. There will however be
costs for the transfer of MTN Zakhele shares.
For more information on these and other costs, please visit the MTN Zakhele Shareholder Platform
Website www.mtnz.co.za or call the BEE Verification Call Centre on 083 123 6869.
What are the requirements for using the MTN Zakhele Limited Transfer Process?
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You must be eligible to own MTN Zakhele shares. You will need to complete the BEE Verification Process
for the MTN Zakhele Limited Transfers Process. Once BEE Verification is completed you will be able to
transfer your MTN Zakhele shares via the MTN Zakhele Limited Transfers Process.
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2. FREQUENTLY ASKED QUESTIONS
MTN ZAKHELE LISTING ON THE JSE
1. Why is MTN Zakhele listing on the JSE
The main reason for MTN Zakhele listing on the JSE is to provide MTN Zakhele shareholders with
regulatory certainty regarding their ability to continue trading their MTN Zakhele shares. As a result of
regulatory policy changes implemented by the Financial Services Board in 2014, it will no longer be
possible to continue buying and selling MTN Zakhele Shares on the OTC trading platform without
MTN Zakhele applying for an exchange licence.
2. Most people don’t understand trading in JSE listed shares, how will MTN Zakhele ensure trading is
simple for most people?
In order to make it easier for MTN Zakhele shareholders to access trading in the JSE environment,
MTN Zakhele has established the MTN Zakhele Facilitated Trading Process and identified service
providers (called the Trading Entity and the Custody Entity) to put in place a facility (called a
Transaction Platform) to enable MTN Zakhele shareholders to hold, buy and sell their shares.
In order to use the Transaction Platform, you must complete the BEE Verification Process in respect of
the MTN Zakhele Facilitated Trading Process. Verified Shareholders using the Transaction Platform
will still be able to place their orders through a call centre on 083 123 6869 (referred to as the
Transaction Platform Call Centre) or a website at www.mtnz.tradedesk.co.za (referred to as the
Transaction Platform Website) and do not have to find their own stockbroker.
You will be able to submit orders either via the online Transaction Platform, which can be accessed by
clicking on “TRADE YOUR MTN ZAKHELE SHARES” on the MTN Zakhele Shareholder Platform Website
at www.mtnz.co.za, or directly on the Transaction Platform Website or via the Transaction Platform
Call Centre.
3. How will MTN Zakhele ensure people understand trading on the JSE listed environment?
MTN Zakhele is implementing an extensive communication campaign to educate its existing
shareholders and prospective shareholders. These include communicating directly with the existing
shareholders through SMS. Other communication methods will include the internet, Call Centre, and
media (print, radio and electronic). You are also encouraged to call the Call Centre if you have any
questions.
4. What will the Trading Entity and the Custody Entity do, and who are they?
The Trading Entity is Velocity Trade Financial Services Proprietary Limited, an authorised financial
services provider.
The Trading Entity will provide you with the ability to place buy or sell orders using the Transaction
Platform Call Centre or the Transaction Platform Website. These orders will match on the JSE and not
on the Transaction Platform.
The Custody Entity is Link Investor Services Proprietary Limited, a central securities depository
participant (CSDP), acting through Pacific Custodian Nominees (RF) Limited.
The Custody Entity will hold the shares on behalf of shareholders as the registered shareholder (the
shareholder will remain the beneficial owner of the shares).
If you choose to use the Transaction Platform, you must enter into contracts with both the Trading
Entity and Custody Entity, and open a Transaction Platform Account for trading.
MTN Zakhele shares can also be held, traded or transferred using the MTN Zakhele Independent
Trading Process (using your own service providers to trade or transfer shares, e.g. a stockbroker), or
the MTN Zakhele Limited Transfers Process (for participating in an Off-Market Transfer).
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5. Will I have to appoint my own stockbroker in order to buy or sell MTN Zakhele shares?
No, if you choose the MTN Zakhele Facilitated Trading Process, you will not have to appoint your own
stockbroker for buying or selling MTN Zakhele shares once they are listed on the JSE.
You will be able to submit orders either via the online Transaction Platform, which can be accessed by
clicking on “TRADE YOUR MTN ZAKHELE SHARES” on the MTN Zakhele Shareholder Platform Website or
directly on the Transaction Platform Website or via the Transaction Platform Call Centre.
6. Do I have to sell my shares when MTN Zakhele lists?
No, you do not have to sell your shares when MTN Zakhele shares are listed. You can choose to keep all of
your shares or you can choose to sell only a portion of your shares. You can also choose to buy more
shares.
7. What will happen to my shares when MTN Zakhele lists?
If you own MTN Zakhele shares, you will still own the same number of shares when MTN Zakhele lists on
the JSE. The difference is that your shares will no longer be shown on a physical share certificate, but will
instead be held electronically as uncertificated shares. Unless you have elected to continue to hold your
shares in a certificated form, you will receive a statement of your shareholding twice per year from the
Custody Entity or your custody service provider.
8. Who qualifies to become a shareholder of MTN Zakhele?
Black People - African, Coloured and Indian persons who are natural persons and who:
o are citizens of South Africa by birth or descent; or
o are citizens of South Africa by naturalisation before the commencement date of the
Constitution of the Republic of South Africa, Act 200 of 1993 (Interim Constitution); or
o became citizens of South Africa after the commencement date of the Interim Constitution,
but who, but for the apartheid policy that had been in place prior to that date, would have
been entitled to acquire citizenship by naturalisation prior to that date.
Black Groups ("Black Groups") as defined in the prospectus issued by MTN Zakhele in August 2010) ),
which are made up of Black Companies and Other Black Entities:
o Black company – a company incorporated in accordance with the laws of South Africa, in which
black people own or control more than 50% of the ordinary shares or other equity interest of the
company, on an effective flow-through basis (excludes measurement utilising the modified flow-
through principle)
Other Black Entities – a vesting trust; a broad-based ownership scheme and an unincorporated
entity or association, including a partnership, joint venture, syndicate or stokvel, which is owned
or controlled by a majority of black people.
9. How do I trade MTN Zakhele shares now that they are listed on the JSE?
If you are using the MTN Zakhele Facilitated Trading Process, you can buy or sell shares via the Transaction
Platform. This can be accessed directly through the internet at www.mtnz.tradedesk.co.za or by calling
the Transaction Platform Call Centre at 083 123 6869.
If you have your own stockbroker, you must complete the BEE Verification Process in respect of the MTN
Zakhele Independent Trading Process, and you can then call your stockbroker for assistance.
10. Is there a minimum or maximum number of shares people can buy or sell and why?
There is a minimum order size of 20 shares when buying and selling shares, except where a shareholder
wishes to sell the balance of his shares. The reason for this limitation is to ensure that the processing of
buy and sell orders remains cost-effective for you.
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There is no maximum number of shares that you can buy or sell, although you can only sell the shares you
own.
11. Where do I find a buyer for my shares?
You do not have to go and find a buyer for your shares. If you are trading using the Transaction Platform,
you simply place your trade (sell order) on the Transaction Platform Website or through the Transaction
Platform Call Centre to sell your shares.
Your instruction to sell will be matched on the JSE with instructions to buy from potential buyers of your
shares.
If you have elected to use the MTN Zakhele Independent Trading Process; where you are using your own
stockbroker to buy or sell your shares, you can contact them regarding transacting.
12. What are the trading hours?
Trading hours are weekdays (Monday to Friday) between 09h00 and 17h00 excluding public holidays.
13. What do I need to do to be able to trade my shares once they are listed on the JSE?
To trade your shares in the JSE environment, you must first choose how you wish to trade your shares
(e.g. the MTN Zakhele Facilitated Trading Process, the MTN Zakhele Independent Trading Process or the
MTN Zakhele Limited Transfers Process) and then be BEE Verified by MTN Zakhele in respect of your
chosen process. Please see Verification and Registration section below for verification and registration
processes.
NEW APPLICATIONS
14. I want to become an MTN Zakhele shareholder, what should I do?
You can visit the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za to complete the online
application form (if you are an individual) or to download an Application Form (if you are a group) from
the section titled ‘New MTN Zakhele Shareholders’ on the home page. You may also call the BEE
Verification Call Centre on 083 123 6869, where you can request the documents to be sent to you.
15. What documentation do I need to provide in order to become a new shareholder?
All supporting documentation to be submitted is specified on the relevant Application Form for Black
People or Black Groups.
16. How soon after submitting my/our forms, will I know that I qualify?
Once your Application has been approved you will be notified via SMS and guided to the MTN Zakhele
Shareholder Platform Website at www.mtnz.co.za to select how you want to hold, buy, sell or otherwise
transfer MTN Zakhele shares (i.e. using the Transaction Platform or using your own stockbroker or doing
an Off-Market Transfer). You should receive this SMS within 5 business days.
17. What if I do not receive an SMS?
If you have not received the SMS within 5 days, please contact the BEE Verification Call Centre on 083 123
6869.
BEE VERIFICATIONS
18. How do I get Verified and Registered for the MTN Zakhele Facilitated Trading Process (using the
Transaction Platform Call Centre or Transaction Platform Website)
BEE Verification and Registration for the MTN Zakhele Facilitated Trading Process includes:
accepting the MTN Zakhele Facilitated Trading Process Verification Terms and Conditions, the MTN
Zakhele Privacy Policy and the Important Disclosures Document (individual shareholders can accept
these online, while group shareholders must accept these using the relevant Verification Form which
must be submitted manually);
submitting required FICA documentation; and
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entering into relevant contracts with the Trading Entity and the Custody Entity.
All of these documents can be downloaded from the MTN Zakhele Shareholder Platform Website at
www.mtnz.co.za or you can call the BEE Verification Call Centre on 083 123 6869 for assistance.
After completing the BEE Verification and Registration, login to your account on the Transaction platform.
19. What are the costs of using the MTN Zakhele Facilitated Trading Process?
There is no fee for completing the Application Process or BEE Verification Process and for registering to
use the Transaction Platform. If you want to trade your shares you would have to pay transaction fees
and taxes to the Trading Entity and the Custody Entity when you buy or sell MTN Zakhele shares through
the Transaction Platform. Other fees such as cash withdrawal fees, cash and cheque deposit fees may also
be applicable.
For more information on fees, please visit the Transaction Platform Website at www.mtnz.tradedesk.co.za
or call the Transaction Platform Call Centre on 083 123 6869.
20. How do I get verified for the MTN Zakhele Independent Trading Process
BEE Verification for this process includes:
completing the relevant Verification Form, and accepting the MTN Zakhele Independent Trading
Process Verification Terms and Conditions, the MTN Zakhele Privacy Policy and the Important
Disclosures Document, and
completing and signing the MTN Zakhele BEE Contract, and ensuring that the MTN Zakhele BEE
Contract is completed and signed by all the relevant parties (e.g. stockbroker, CSDP, intermediary
etc. as applicable).
The Verification Form for the MTN Zakhele Independent Trading Process and the MTN Zakhele BEE
Contract can be downloaded from the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or
you can call the BEE Verification Call Centre on 083 123 6869 for assistance.
21. What are the costs of using the MTN Zakhele Independent Trading Process?
There is no fee for completing the Application Process or BEE Verification Process. You may have to pay
transaction, other fees and taxes to your selected service provider/s. You will need to obtain details of
these fees from your chosen service provider/s.
22. How do I get verified for the MTN Zakhele Limited Transfers Process?
BEE Verification for this process includes:
completing the relevant Verification Form, and accepting the MTN Zakhele Limited Transfers
Process Verification Terms and Conditions, the MTN Zakhele Privacy Policy and the Important
Disclosures Document, and
may include completing and signing the Custody Entity mandate if you have chosen the Custody
Entity to provide you with custody services. For more information on the MTN Zakhele Limited
Transfers Process, please call the BEE Verification Call Centre on 083 123 6869.
The Verification Form for the MTN Zakhele Limited Transfers Process and the Custody Entity mandate can
be downloaded from the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or you can call
the BEE Verification Call Centre on 083 123 6869 for assistance.
23. What are the costs of using the MTN Zakhele Limited Transfer Process?
There is no fee for completing the Application Process or the BEE Verification Process. There will however
be costs for the transfer of MTN Zakhele shares to or from the Custody Entity. For more information on
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these and other costs, please visit the MTN Zakhele Shareholder Platform Website on
www.mtnz.tradedesk.co.za or call the BEE Verification Call Centre on 083 123 6869.
VERIFICATION AND REGISTRATION ON THE TRANSACTION PLATFORM
24. I am an existing shareholder, I registered for the OTC Platform, why do I need to register again for
trading MTN Zakhele shares which are now listed on the JSE?
MTN Zakhele ceased to operate the OTC Platform a few weeks before listing on the JSE. MTN Zakhele has
identified service providers who will provide a new Transaction Platform directly to shareholders and
prospective shareholders to enable them to trade MTN Zakhele shares after they are listed on the JSE. If
you decide to use the MTN Zakhele Facilitated Trading Process, you are required to register on the
Transaction Platform in order to buy/sell your MTN Zakhele shares in the JSE environment through the
Transaction Platform Website or the Transaction Platform Call Centre.
For more information on Registration or how to open a Transaction Platform Account, please visit the
Transaction Platform Website on www.mtnz.tradedesk.co.za or call the Transaction Platform Call Centre
on 083 123 6869. You can also access the Transaction Platform by clicking on a link on the MTN Zakhele
Shareholder Platform Website at www.mtnz.co.za.
25. How do I register on the Transaction Platform as a Black Group?
Before you can register on the Transaction Platform you are required to complete a Verification Form
(Black Groups) for the MTN Zakhele Facilitated Trading Process.
This form is available on the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or you may
contact the Transaction Platform Call Centre on 083 123 6869.
Once your BEE Verification has been approved you will receive notification with an Investor Number
prompting you to visit the Transaction Platform website to complete the registration process.
26. How do I register a shareholder who is a minor (under 18 years)?
Minors are required to have a parent or legal guardian complete the BEE Verification Process for them and
register on their behalf. Only approved representatives of a minor will be able to complete the
Transaction Platform registration process. The registration process for minors will only be available by
contacting the Call Centre.
27. What if my details have changed?
You will be required to update your details before you can register on the Transaction Platform. Please see
change of details section.
28. How much does it cost to register on the Transaction Platform
There is no fee for completing the Registration Process.
You will, however, have to pay transaction fees and taxes to the Trading Entity and the Custody Entity
when you buy or sell MTN Zakhele shares through the Transaction Platform. Other fees such as cash
withdrawal fees, cash and cheque deposit fees may also be applicable.
For more information on fees, please visit the Transaction Platform Website at www.mtnz.tradedesk.co.za
or call the Transaction Platform Call Centre on 083 123 6869.
CHANGE OF DETAILS
29. I have changed my address. What must I do?
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You can go to the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or the Transaction
Platform Website at www.mtnz.tradedesk.co.za and download the Change of Details form or alternatively
you may call the BEE Verification Call Centre on 083 123 6869, where you can request the documents to
be sent to you. Once you have completed the form you will have to submit the form with all the relevant
supporting documentation specified on the form (Individual or Groups).
30. I have changed my name / surname. What must I do?
You can go to the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or the Transaction
Platform Website at www.mtnz.tradedesk.co.za and download the Change of Details form or alternatively
you may call the BEE Verification Call Centre on 083 123 6869, where you can request the documents to
be sent to you. Once you have completed the form you will have to submit the form with all the relevant
supporting documentation specified on the form.
BUYING & SELLING SHARES ON THE TRANSACTION PLATFORM
31. How do I access the online Transaction Platform Website?
The Transaction Platform can be accessed by clicking on “TRADE YOUR MTN ZAKHELE SHARES” on the
MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or directly on the Transaction Platform
Website at www.mtnz.tradedesk.co.za or via the Transaction Platform Call Centre at 083 123 6869.
32. How do I buy or sell MTN Zakhele shares on the Transaction Platform?
To use the Transaction Platform, you may click on the tab ‘TRADE YOUR MTN ZAKHELE SHARES’ on the
MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or you can go directly to the Transaction
Platform Website at www.mtnz.tradedesk.co.za or you may call the Transaction Platform Call Centre on
083 123 6869 where an agent will take you through a step by step process.
In order to buy or sell MTN Zakhele shares using the Transaction Platform, you must own the shares to
place a sell order or have cash in your Transaction Platform Account to place a buy order. For more
information on buying, selling, deposits and withdrawals, please visit the Transaction Platform Website or
call the Transaction Platform Call Centre.
33. Where should I deposit cash if I want to buy MTN Zakhele shares using the Transaction Platform
Pacific Custodians Nominees Trading Account details
Bank Name: Nedbank
Bank Account Name: Pacific Custodians Nominees RF Trading Account
Bank Account Number: 1110593848
Branch Code: 198765
34. What will it cost to buy or sell MTN Zakhele shares using the Transaction Platform?
The Transaction Fee you will pay when you trade is the higher of R150 or 0.75% per matched traded value
per day. During Normal Trading Hours the Transaction Fee deducted from your account for each Partial
Transaction is 0.75% multiplied by the value of the Transaction. If the total Transaction Fee deducted
from your Transaction Platform Account during the day for a Partial Transaction is less than R150 then the
difference between this total and R150 will be deducted from your Transaction Platform Account after
Normal Trading Hours.
The transaction fee is exclusive of VAT (14%).
This on platform transaction fee is inclusive of the following:
Investor protection levy
On platform settlement fee
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JSE Member trading fee
Securities Transfer Tax (0.25%) is payable by the buyer.
These are the only fees for the Transaction, and the Transaction Fee covers all other costs related to this
Transaction (including Strate settlement fees, the FSB levy, JSE Member transaction fees, VAT on any of
the aforementioned fees and levy, and bank costs for payment of settlement proceeds if you have chosen
to be paid out on settlement date after your order results in a Transaction).
For examples on how the Transaction Fee is calculated, see below. For a full fee schedule please refer to
the website www.mtnz.tradedesk.co.za
Example 1- When the Order to Buy and Oder to sell is matched in full and the Transaction Fee is more
than R150.
If Sipho buys 500 MTN Zakhele shares from Neo for R50 per share, the total price is R25 000
The cost for Sipho (buyer) is the following:
Cost How it is worked out Total
Filled Price 500 MTN Zakhele shares x R50 per MTN Zakhele
share
R25 000
Transaction Fee The higher of R150 and 0.75% of R25 000 R187.50
VAT on Transaction Fee 14% of R187.50 R26.25
Securities Transfer Tax 0.25% of R25 000 R62.50
Total Transaction Costs R25 276.25
The costs for Neo (the seller) is the following:
Cost How it is worked out Total
Transaction Fee The higher of R150 and 0.75% of R25 000 R187.50
VAT on Transaction Fee 14% of R187.50 R26.25
Total Transaction Costs R213.75
Example 2
If the Order to Buy the MTN Zakhele Shares took more than a day to complete; for example, more
than 2 days to complete and each day there was a settlement then a scenario of the fees for the first
two days is below for Sipho.
The costs for Sipho (buyer) are the following:
Cost How it is worked out Total
Day 1: Value of Order 500 MTN Zakhele Shares x R50 per Share R25 000
Day1: Value of Partial Transaction 40 MTN Zakhele shares x R50 per Share R2 000
Day 1: Transaction Fee: The higher of R150 and 0.75% of R2 000 R150
Day 1: VAT on Transaction Fee 14% of R150 R21
Day 1: Securities Transfer Tax 0.25% of R2 000 R5
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Day 1: Total Transaction Costs R2 176
Day 2: Value of remaining order 460 MTN Zakhele Shares x R50 per Share R23 000
Day2: Value of Partial Transaction 40 MTN Zakhele shares x R50 per Share R2 000
Day 2: Transaction Fee: The higher of R150 and 0.75% of R2 000 R150
Day 2: VAT on Transaction Fee 14% of R150 R21
Day 2: Securities Transfer Tax 0.25% of R2 000 R5
Day 2: Total Transaction Costs R2 176
** 0.75% of R2000 is R15.The higher of R15 and R150 is R150. Therefore the Transaction Fee is R150.
Example 3– When the Order to Buy and Order to Sell is matched in full and the minimum transaction fee
applies (R150)
If Sipho buys 50 MTN Zakhele shares for R40 per share, the total price is R2000.
The cost for Sipho (buyer) is the following:
Cost How it is worked out Total
Filled Price 50 MTN Zakhele shares x R40 per MTN Zakhele share R2 000
Transaction Fee The higher of R150 and 0.75% of R2000 R150
VAT on Transaction Fee 14% of R150 R21
Securities Transfer Tax 0.25% of R2 000 R5
Total Transaction Costs R2 176
The cost for Neo (seller) is the following:
Cost How it is worked out Total
Transaction Fee The higher of R150 and 0.75% of R2 000 R150
VAT on Transaction Fee 14% of R150 R21
Total Transaction Cost R171
** 0.75% of R2000 is R15.The higher of R15 and R150 is R150. Therefore the transaction fee is R150.
35. How many MTN Zakhele shares can I buy?
There is no limit on the amount of MTN Zakhele shares you can buy. The Black Share Transfer Committee
(known as the BSTC) may investigate or review any trade, for example trades of shares above a certain
amount and may refuse to allow certain transfers. The BSTC will only do what is allowed in terms of the
Relationship Agreement between MTN Zakhele, MTN and each shareholder of MTN Zakhele and the
memorandum of incorporation of MTN Zakhele.
36. Is there a minimum or maximum number of shares people can buy and why?
There is a minimum order size of 20 shares when buying and selling shares, except where a
shareholder wishes to sell the balance of his shares. The reason for this limitation is to ensure that
the transaction remain cost-effective for you.
There is no maximum number of shares that you can buy or sell, although you can only sell the shares
you own.
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37. Who can I contact if I have a query regarding the Transaction Platform?
You can speak to any of the agents in the Transaction Platform Call Centre on 083 123 6869. Alternatively,
you can email a Transaction Platform Call Centre agent at [email protected] and they will endeavour to
respond in the quickest possible time.
38. Would I be able to buy or sell MTN Zakhele Shares if my BEE Status has expired?
No, all Black Groups will be required to update their BEE certificate at least annually by submitting a new
valid BEE certificate for incorporated entities (e.g. companies), or completing a BEE declaration which is
available on the MTN Zakhele Shareholder Platform Website at www.mtnz.co.za or can be requested from
the BEE Verification Call Centre on 083 123 6869.
TRANSFERS
39. What happens if I die?
Your estate will be permitted to transfer your MTN Zakhele shares to your heir, provided that your heir is
an eligible Black Person or Black Group, or to sell your MTN Zakhele shares to another eligible Black
Person or Black Group. Contact the BEE Verification Call Centre on 083 123 6869, who will be able to assist
you.
40. If I want to donate / transfer my shares to my dependants, relatives and family; how do I do that?
Contact the BEE Verification Call Centre on 083 123 6869, who will be able to assist you.
41. My relative has died and owns MTN Zakhele shares. What must I do?
Contact the BEE Verification Call Centre on 083 123 6869. Your relative’s estate will be permitted to
transfer his or her shares to an eligible Black Person or Black Group.
42. What are the Trading Restrictions on the MTN Zakhele shares?
Restricted trading will be allowed from 25 November 2013 to 24 November 2016, during which period you
can only sell your MTN Zakhele shares to eligible Black People or Black Groups.
You cannot Encumber (i.e. use for security, borrow against) your MTN Zakhele shares at any time before
25 November 2016.
There will be no special restrictions on the sale or Encumbrance of MTN Zakhele shares after 24
November 2016.
Until 25 November 2015, you will be bound by the Relationship Agreement between MTN and MTN
Zakhele and each shareholder of MTN Zakhele.
From 25 November 2016, you will be able to trade your MTN Zakhele shares without any special
restrictions.
43. I have become insolvent and my estate is being sequestrated. I need to sell my MTN Zakhele shares.
You should ask your liquidator to contact the BEE Verification Call Centre on 083 123 6869. Your estate
will be permitted to transfer your shares to an eligible Black Person or Black Group.
VALUATION
44. How will I track the share price/performance of MTN Zakhele?
Delayed trade and price information will be available from 5 November 2015 on the MTN Zakhele
Shareholder Platform Website at www.mtnz.co.za at all times or you can call the BEE Verification Call
Centre on 083 123 6869 during trading hours. This information will be delayed by 15 minutes.
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If you are registered to use the Transaction Platform, you will have access to real-time data once you are
logged into the Transaction Platform Website. The Transaction Platform can be accessed by clicking on
“TRADE YOUR MTN ZAKHELE SHARES” on the MTN Zakhele Shareholder Platform Website at
www.mtnz.co.za or directly on the Transaction Platform Website at www.mtnz.tradedesk.co.za or via the
Transaction Platform Call Centre at 083 123 6869.
45. What will happen to my shares post November 2016?
At the end of the Empowerment Compliance Period November 2016, the following options would be
made available to the current shareholders of MTN Zakhele:
A cash settlement equivalent to the value of their MTN Zakhele Shares at the time; or
A combination of MTN Shares and a cash settlement equivalent to the value of their MTN Zakhele
Shares at the time.
In addition to the above options, the board of directors of MTN is evaluating alternatives for a
new BEE share scheme that may come into effect on the expiry of the Empowerment Compliance
Period. As part of this new BEE share scheme, it is possible, although not yet certain, that the
holders of MTN Zakhele Shares at that time will be granted the opportunity of a partial
reinvestment into the new BEE share scheme on terms yet to be determined.
Additional information regarding the above options, will be communicated to the shareholders closer to
the end of the empowerment compliance period.
46. What is a dividend?
A dividend is a payment made by a company to its shareholders as a distribution of its profits, if so
decided by the directors of the company, taking into account the future cash needs of the company.
47. When will MTN Zakhele declare a dividend?
Dividends that MTN Zakhele earns on its investment in MTN Group are used firstly to pay for the
permitted operational costs of MTN Zakhele, as well as taxes due by MTN Zakhele. Thereafter, the
dividend income is used to meet obligations to funders and reduce the cost of funding, which MTN
Zakhele has done to date. In fact, higher-than-expected dividends from MTN Group have helped MTN
Zakhele repay funding sooner than originally planned, which is beneficial for all MTN Zakhele
shareholders.
SHAREHOLDER ENQUIRIES
48. How do I get copies of my previous notices and reports including the Relationship Agreement and the
prospectus?
You can view and download these from the MTN Zakhele Shareholder Platform Website at
www.mtnz.co.za. You can also contact the BEE Verification Call Centre on 083 123 6869
49. How do I check how many shares I own?
If you have a Transaction Platform Account, you can login and check under the My Account section of the
Transaction Platform Website. Alternatively, you can contact the Transaction Platform Call Centre on
083 123 6869 where an agent will be able to assist you.
50. How do I know what my shareholder number is?
You can contact the BEE Verification Call Centre on 083 123 6869 where an agent will be able to assist
you.
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51. Where is my share certificate?
All share certificates in respect of MTN Zakhele shares are currently held by Link Market Services; the
transfer secretaries and custodian of MTN Zakhele share certificates.
Once MTN Zakhele lists on the JSE, MTN Zakhele shares will become uncertificated. If you are
registered to trade on the Transaction Platform, you will get a statement of your shareholding from
the Custody Entity twice per annum.
If you have elected to keep your shares in certificated form, you will not be able to trade your shares
in the JSE environment, and in that case, your share certificate will continue to be held by the
transfer secretaries, Link Market Services.
If you have any questions with respect to your shares, please contact the BEE Verification Call Centre on
083 123 6869.