7 July 2006

Nigeria: MTN Shareholders Approve Purchase Of Investcom

Abuja — Shareholders of the MTN Group have approved the acquisition of the Investcom LLC, the Dubai and London listed telecommunications giant. The deal will see MTN's takeover of the entire issued share capital of Investcom. Following this approval, the MTN Group will acco-rdingly, now submit an application to the Johannesburg Stock Exchange Limited for the listing of a maximum of 204,298,809 new MTN Group ordinary shares in respect of the offer.

The acquisition of Investcom has already received valid acceptances from shareholders owning approximately 78.1 percent of the issued share capital of Investcom (representing 1,120,281,524 Investcom shares) and the acquisition has become unconditional as to acceptances. MTN Group President and CEO, Mr Phuthuma Nhleko said: "The approval of these resolutions by the req-uisite majority of our share-holders is good progress towards the conclusion of the Investcom deal and brings us closer to the realisation of the MTN Group's strategy to consolidate our position in Africa and the Middle East." Following the approval, MTN has raised R6,3bn in a bond issue to help fund its acquisition of the company, but the cellular operator is under fire for "unethically" manipulating the bond market by not accepting all the bids.

MTN wanted to raise R8bn in the public bond market, in South Africa but refused to place bonds with investors demanding a higher yield rate. That capped the cost of its capital, but upset investors, and might put them off supporting MTN in future, said Andrew Canter, head of fixed interest at Futuregrowth Asset Management. MTN is paying $5,5bn for Investcom, and offered the bonds to local investors. It could have raised its full target had it accepted all the bids, but instead it came back to the bidders and asked them to lower their expected yield rates, Canter said. Those that refused received no bonds. "MTN didn't like the prices that were being offered, so it didn't have enough bids to ta ke the whole issue," Canter said. "The placement is a relative failure because it got 75% of what it wanted at higher yields than it wanted."

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