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Qibs (As Defined Below) Or (2) Persons Other Th IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) OR (2) PERSONS OTHER THAN US PERSONS (AS DEFINED IN AND IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) IN AN OFFSHORE TRANSACTION IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular (the “Offering Circular”) following this page and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from (or on behalf of) MTN (MAURITIUS) INVESTMENTS LIMITED (the “Issuer”), MTN Group Limited, Mobile Telephone Networks Holdings Limited, MTN International (Mauritius) Limited, MTN International Proprietary Limited or Mobile Telephone Networks Proprietary Limited (together the “Guarantors”), Barclays Bank PLC, Citigroup Global Markets Limited, Merrill Lynch International or The Standard Bank of South Africa Limited (together the “Joint Bookrunners”) or J.P. Morgan Securities plc, Mizuho Securities USA Inc., MUFG Securities EMEA plc, SMBC Nikko Capital Markets Limited or Standard Chartered Bank (the “Co-Managers” and, together with the Joint Bookrunners, the “Managers”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER UNITED STATES JURISDICTION, AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED IN WHOLE OR IN PART TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY US ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES. Confirmation of your representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the securities described therein, prospective investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A (“Rule 144A”) under the Securities Act), or (2) a person other than a US person (as defined in and in accordance with Regulation S under the Securities Act) purchasing in an offshore transaction. The Offering Circular is being sent to you at your request, and by accepting the email and accessing the Offering Circular you shall be deemed to have represented to the Issuer, the Guarantors and the Managers that (1) either (a) you and any customers you represent are QIBs, or (b) you are a person other than a US person (as defined in Regulation S under the Securities Act) and you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S under the Securities Act) and the electronic mail address that you gave us and to which this email has been delivered is not located in the United States, and (2) you consent to delivery of the Offering Circular by electronic transmission. You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the Offering Circular to any other person. The materials relating to this offering of securities do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that this issuance of securities be made by a licensed broker or dealer, and a Manager or any affiliate of any Manager is a licensed broker or dealer in the relevant jurisdiction, this offering shall be deemed to be made by such Manager or affiliates on behalf of the Issuer and the Guarantors in such jurisdiction. The Offering Circular may only be distributed to, and is only directed at (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth bodies corporate falling within Article 49(2) of the Order, and (c) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on the Offering Circular or any of its contents. The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantors or the Managers, any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. Please ensure that your copy of the Offering Circular is complete. You are responsible for protecting against viruses and other destructive items. MTN (MAURITIUS) INVESTMENTS LIMITED (incorporated with limited liability in Mauritius) US$500,000,000 5.373% Guaranteed Notes due 2022 US$500,000,000 6.500% Guaranteed Notes due 2026 each guaranteed on a joint and several basis by MTN Group Limited (incorporated with limited liability in the Republic of South Africa) Mobile Telephone Networks Holdings Limited (incorporated with limited liability in the Republic of South Africa) MTN International (Mauritius) Limited (incorporated with limited liability in Mauritius) MTN International Proprietary Limited (incorporated with limited liability in the Republic of South Africa) and Mobile Telephone Networks Proprietary Limited (incorporated with limited liability in the Republic of South Africa) MTN (MAURITIUS) INVESTMENTS LIMITED (the “Issuer”) is issuing US$500,000,000 5.373% Guaranteed Notes due 2022 (the “2022 Notes”) and the US$500,000,000 6.500% Guaranteed Notes due 2026 (the “2026 Notes” and, together with the 2022 Notes, the “Notes” and each a “Series”). The Notes will be guaranteed on a joint and several basis by MTN Group Limited (“MTN Group”), Mobile Telephone Networks Holdings Limited, MTN International (Mauritius) Limited, MTN International Proprietary Limited and Mobile Telephone Networks Proprietary Limited (together the “Guarantors”) pursuant to a deed of guarantee in respect of each Series (each a “Guarantee” and together, the “Guarantees”) to be dated the Issue Date (as defined below). Interest on the 2022 Notes will be paid in arrear on the thirteenth day of each February and August, provided that if any such date is not a Business Day (as defined below), then such payment will be made on the next Business Day. Principal of the 2022 Notes is scheduled to be paid on 13 February 2022, but may be paid earlier under certain circumstances as further described herein. The 2022 Notes initially will be sold to investors at a price equal to 100% of the principal amount thereof. For a more detailed description of the 2022 Notes, see “Conditions of the 2022 Notes”. Interest on the 2026 Notes will be paid in arrear on the thirteenth day of each April and October, provided that if any such date is not a Business Day (as defined below), then such payment will be made on the next Business Day. Principal of the 2026 Notes is scheduled to be paid on 13 October 2026, but may be paid earlier under certain circumstances as further described herein. The 2026 Notes initially will be sold to investors at a price equal to 100% of the principal amount thereof. For a more detailed description of the 2026 Notes, see “Conditions of the 2026 Notes”. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER “RISK FACTORS” BEGINNING ON PAGE 1 OF THIS OFFERING CIRCULAR. This offering circular (the “Offering Circular”) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/ECas amended (including by Directive 2010/73/EU) (the “Prospectus Directive”). The Central Bank of Ireland only approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Notes to be admitted to the official list of the Irish Stock Exchange (the “Official List”) and to trading on its regulated market (the “Main Securities Market”). Such approval will only relate to Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area.
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