MTN Zakhele Futhi Announces Scheme of Arrangement and Planned JSE Delisting
The core of the document outlines a scheme of arrangement proposed by the MTNZF Board between the company and its Scheme Participants, in line with sections 114(1)(c) and 114(1)(e) of the Companies Act.
MTN Zakhele Futhi (RF) Limited (MTNZF) has issued a Circular to its shareholders regarding a proposed scheme of arrangement, which the company emphasizes requires immediate attention. The core of the document outlines a scheme of arrangement proposed by the MTNZF Board between the company and its Scheme Participants, in line with sections 114(1)(c) and 114(1)(e) of the Companies Act.
If the scheme is implemented, MTNZF will repurchase and cancel all Scheme Shares, which are all the MTNZF Shares save for the Excluded MTNZF Shares. The consideration for this repurchase is set at ZAR0.15 (15 cents) per Scheme Share, plus an additional variable payment, known as the Agterskot Payment, if any. Crucially, the scheme will also result in all MTNZF Shares being delisted from the BEE Segment of the main board of the JSE.
The key event for shareholders is the Scheme Meeting, scheduled to be held entirely by way of electronic communication at 10h00 on Thursday, 15 January 2026. This meeting is for shareholders to consider and vote on the necessary resolutions. Following approval, the last day to trade MTNZF Shares on the JSE to participate in the Scheme is expected to be on or about Tuesday, 24 February 2026. The Scheme Consideration Record Date and the Effective Date are expected to be on or about Friday, 27 February 2026, with the ultimate termination of the listing on the JSE expected to commence on or about Tuesday, 3 March 2026.
Should the Scheme not be implemented, Scheme Participants will not receive the Scheme Consideration or the potential Agterskot Payment. In this scenario, shareholders will retain their MTNZF Shares, and the company will continue to incur costs as a listed entity despite having no further active business, investments, or meaningful liquidity in its shares. Shareholders who are in any doubt as to the action they should take are strongly advised to consult their broker, CSDP, banker, legal adviser, or other professional adviser immediately.
