MTN Zakhele Futhi Announces Virtual Annual General Meeting
MTN Zakhele Futhi (RF) Limited has made the decision to conduct its upcoming Annual General Meeting (AGM) exclusively through electronic communication. This move is driven by increased shareholder access to digital platforms and amendments to the company’s memorandum of incorporation, in line with section 63(2)(a) of the Companies Act. The virtual meeting is scheduled for April 10, 2024, at 09:00, and shareholders can participate via the platform athttps://mtnzakhelefuthi.vagm.events/.
The company, which trades under the JSE code MTNZF, has outlined key dates for the AGM. The record date for determining eligibility to receive the meeting notice was March 1, 2024. Shareholders who wish to attend, speak, or vote must ensure they trade by April 2, 2024. The record date for eligibility to attend, speak, and vote at the meeting is April 5, 2024. Administrative tasks, including the submission of proxy forms, must be completed by April 8, 2024.
The AGM notice includes the audited financial statements for the year ending December 31, 2023. These documents are available on the company’s website in English and will be translated into Zulu and Sotho by March 15, 2024. According to information from the Johannesburg Stock Exchange (JSE), the financial statements, audited by SizweNtsalubaGobodo Grant Thornton Inc., highlight an emphasis of matter. The company plans to wind up operations within the next 12 months due to the mandatory redemption of preference shares, which requires the sale of its shares in MTN Group Limited. As a result, the financial statements have not been prepared on a going concern basis.
Shareholders are encouraged to engage with the AGM electronically. They can vote via the Proxy platform or submit proxy forms in advance. Participation and voting online using smart devices are also possible, subject to specific conditions for dematerialised shareholders without own-name registration. It is important to note that shareholders will bear their own network charges for electronic participation, and the company, along with the JSE and service providers, will not be held responsible for any connectivity issues during the AGM.
The board has brought several matters to shareholders’ attention. The termination of services provided by Nedgroup Private Wealth Stockbrokers Proprietary Limited will take effect on April 15, 2024, with a new service provider to be announced in due course. MTN Zakhele Futhi is set to unwind on November 22, 2024. Shareholders are urged to ensure their registration and contact details are current.
The Net Asset Value (NAV) of each MTN Zakhele Futhi share was R21.26 as of December 31, 2023, based on the MTN share price of R115.50. However, the NAV would decrease to zero if the MTN share price falls to R82.86, considering the outstanding Preference share balance and Notional Vendor Finance as of December 31, 2023. This calculation has not been audited.
Shareholders are encouraged to participate in the AGM and utilize the online proxy platform for administrative convenience, ensuring timely submission of proxies.
Key Dates and Deadlines for the AGM
- Record Date for Notice of Meeting:March 1, 2024
- Last Day to Trade for Eligibility:April 2, 2024
- Record Date for Attendance and Voting:April 5, 2024
- Deadline for Proxy Submissions:April 8, 2024
Financial Highlights
- Audited Financial Statements:Available on the company’s website in English, with translations in Zulu and Sotho by March 15, 2024.
- Audit Firm:SizweNtsalubaGobodo Grant Thornton Inc.
- Emphasis of Matter:Highlighted in the financial statements.
- Winding Up Plan:Operations will cease within 12 months due to mandatory redemption of preference shares.
Shareholder Engagement
- Electronic Participation:Shareholders can attend, speak, and vote online via the specified platform.
- Proxy Voting:Available through the Proxy platform or by submitting proxy forms in advance.
- Dematerialised Shareholders:Must meet specific conditions to participate online.
- Network Charges:Shareholders are responsible for all costs related to electronic participation.
Additional Information
- Termination of Services:Nedgroup Private Wealth Stockbrokers Proprietary Limited will cease providing services on April 15, 2024.
- Unwinding Date:MTN Zakhele Futhi will be dissolved on November 22, 2024.
- NAV Calculation:Based on the MTN share price of R115.50 as of December 31, 2023.
Final Notes
Shareholders are strongly advised to review all materials provided and ensure their details are up to date. Participation in the AGM is crucial for shareholders to voice their opinions and exercise their rights. The company encourages prompt action to avoid any last-minute complications.