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MTN Shares Info

In the event that the Minimum Amount is not obtained, then MTN Ghana shall in its sole and absolute discretion be entitled to regard the Offer as being null and void, in which event the transactions contemplated by this Prospectus will not be implemented and all monies paid for the Offer Shares and deposited into the Escrow Account will be returned (without interest) to the Receiving Banks and Receiving Agents immediately after the Offer Closure Date for onward distribution to the Qualifying Applicants. An application will be deemed successfully refunded at the point where the funds have been returned or transferred to Qualifying Applicants’ corresponding Receiving Banks and Receiving Agents for onward distribution to Qualifying Applicants. MTN Ghana will publish details of such refunds in a national daily newspaper and announcements on local radio stations or other recognised information channels with wide circulation in Ghana within one (1) week of the Offer Closure Date. The announcement will specify how and where Qualifying Applicants may claim their refunds.

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If any refund is not repaid to the Receiving Banks and Receiving Agents within eight (8) days after the Refund Commencement Date, the Directors shall be jointly and severally liable to repay the refunds with interest at the rate of 5% per annum each day of default until the refund is made to the Receiving Bank or Receiving Agent unless the Directors can prove that the default in the repayment was not due to any misconduct or negligence on their part.

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1.4.7 Oversubscription

Should MTN Ghana receive applications for Offer Shares in excess of 4,637,394,533 ordinary shares or 35% of the issued shares of MTN Ghana, the Directors shall not issue additional ordinary shares of MTN Ghana to satisfy the extra demand. Any monies received in respect of applications, and for which Offer Shares are not allotted, will be returned to the Qualifying Applicants within ten (10) days of the allotments. Refunds after this period will attract interest at the BoG policy rate until the refund is made unless the Company can prove that the default in the repayment was not due to any misconduct or negligence on its part. Further details on refunds can be found in Section 1.4.14 (Refund of Excess Application Funds).

In the event of an oversubscription, the allotment of Offer Shares will be conducted at the discretion of the MTN Ghana Board and in the following order of priority:

  1. first, satisfy all duly completed applications from Ghanaian Investors; and
  2. second, satisfy all duly completed applications from other Qualified Applicants who are not Ghanaian Investors.

1.4.8 Opening and Closing of the Offer

The Offer opens at 12:30 pm (GMT) on the Offer Commencement Date and closes at 5:00 pm (GMT) on the Offer Closure Date. Any changes to these dates will be communicated accordingly in accordance with Applicable Law.

Applications which are received after the Offer Closure Date will not be processed or considered. Applicants can get confirmation of the number of Offer Shares allocated to them pursuant to the Offer by checking their MTN Mobile Money account or visiting the Offer Website mtnghanashares. com.

1.4.9 Availability of Prospectus

With effect from 12:30 pm (GMT) on the Offer Commencement Date until 5:00 pm (GMT) on the Offer Closure Date, any prospective Qualifying Applicant may obtain (free of charge):

  1. a copy of the printed Prospectus from the regional offices of MTN Ghana, as well as the offices of IC Securities and any of the Receiving Banks or Receiving Agents appointed by MTN Ghana in respect of the Offer.
  2. an electronic version of the Prospectus from the Offer Website at mtnghanashares.com or MTN Ghana’s website at www.mtn.com.gh.

1.4.10 Manner of Subscription for the Offer Shares

Only Qualifying Applicants can apply for the purchase of the Offer Shares.

A Qualifying Applicant may apply to purchase Offer Shares through a physical Application Form, the Offer Website or the MTN Mobile Money platform, as set out in this section.

(a) Physical application

All Qualifying Applicants must deliver or lodge their duly completed and signed Application Forms, together with the amount payable on application at the offices of IC Securities or any of the named Receiving Banks or Receiving Agents during business hours and during the Offer Period until 5:00 pm (GMT), on the Offer Closure Date. An Application Form sent via email should be sent to mtnshareoffer@icsecurities.com. Original completed Application Forms should then be mailed to IC Securities through a registered mail service.

Applicants who choose to post their Application Forms by registered mail to any of the Receiving Banks or Receiving Agents are advised to use registered mail services. However, all documents mailed to any of the Receiving Banks or Receiving Agents by Qualifying Applicants will be at the Qualifying Applicant’s own risk.

Qualifying Applicants are to note that Application Forms must be lodged at or posted to the same Receiving Bank or Receiving Agent’s office where payment is made for the Offer. The Receiving Bank or Receiving Agent will acknowledge receipt of successfully submitted Application Forms and funds from Qualifying Applicants.

(b) Application via MTN Mobile Money

All Qualifying Applicants subscribing through the MTN Mobile Money platform must duly complete all the required fields on the platform and complete the payment process during the Offer Period until 5.00 pm (GMT) on the Offer Closure Date. Successfully submitted applications will be evidenced by a confirmation text message. An Application Form delivered through the MTN Mobile Money platform shall be deemed to have been duly delivered when a confirmation text message is received by the Qualifying Applicant.

If for any reason there are technical difficulties that do not allow a Qualifying Applicant to successfully complete and submit an application via this method, the Qualifying Applicant is advised to use the physical application method.

(c) Online Applications via the Offer Website

All Qualifying Applicants subscribing through the Offer Website (at mtnghanashares. com) must duly complete all the required fields on the platform and complete the payment process by paying cash or cheque through a Receiving Bank or via debit card or MTN Mobile Money, during the Offer Period until 5:00 pm (GMT) on the Offer Closure Date. Successfully submitted applications will be evidenced by a confirmation email and/or text. An Application Form delivered through the Offer Website shall be deemed to have been duly delivered when a confirmation email and/or text is received by the Qualifying Applicant.

If for any reason there are technical difficulties that do not allow a Qualifying Applicant to successfully complete submit an application via this method, the Qualifying Applicant is advised to use the physical application method.

Please note that the application is also subject to the additional terms and conditions indicated under Appendix A (How to Apply for the Offer Shares) and any instructions in the relevant Application Form.

1.4.12 Escrow Account

All Application Funds collected by the Receiving Banks and Receiving Agents will be deposited into the Escrow Accounts below:

Stanbic Bank (Ghana) Limited

Branch – Stanbic Heights

7th Floor, Stanbic Heights

Branch Code – 041029

215 South Liberation Link, Airport City

SWIFT Code – SBICGHAC

Accra, Ghana

ESCROW BANK ACCOUNT DETAILS

Country

Account Name

Account Type

Type Currency

Account Number

Ghana

MTN Ghana Shares Offer

Escrow Account

Ghana Cedi (GHS)

9040006730528

Ghana

MTN Ghana Shares Offer

Escrow Account

US Dollar (USD)

9040006730536

APPLICANTS SHOULD NOT MAKE PAYMENT INTO THE ESCROW ACCOUNT. PAYMENT FOR APPLICATIONS BY QUALIFYING APPLICANTS SHOULD BE MADE DIRECTLY TO ANY OF THE RECEIVING BANKS OR RECEIVING AGENTS STATED IN APPENDIX G (RECEIVING BANKS AND RECEIVINGAGENTS)OFTHISPROSPECTUS.PROCEEDSFROMMOBILEMONEYSUBSCRIPTIONS WILL BE HELD IN A RECEIVING ACCOUNT HELD BY STANBIC BANK GHANA LIMITED.

The Receiving Banks and the Sponsoring Broker shall remit all cleared funds in the receiving accounts (or any other accounts into which payments are made by the Qualifying Applicants in relation to the Offer) into a reconciliation account held with the Escrow Bank for purposes of reconciliation and onward transfer to the Escrow Account. The remittance into the reconciliation account shall be undertaken on every Monday by 12:00 pm until the Offer Closure Date and by 12:00 pm on the next Business Day after the Offer Closure Date. The remittance from the reconciliation account to the Escrow Account shall be undertaken on every Monday by 12:00 pm until the Offer Closure Date and by 12:00 pm on the third Business Day after the Offer Closure Date.

 

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