(formely M-Cell Limited) - Business Report 2003 - MTN Group

DIRECTORS’ REPORT (continued)
FOR THE YEAR ENDED 31 MARCH 2003
SHARE CAPITAL AND PREMIUM
Authorised share capital
There has been no change in the authorised share capital of the Company.
Issued share capital
The issued share capital of the Company was further increased during the year under review by the allotment and
issue to the MTN Staff Incentive Trust (the MTN Debenture Trust) of the following ordinary share allotments in respect
of the acquisition of 3 732 350 MTN Holdings ordinary shares from the beneficiaries of the MTN Debenture Trust.
● 93 949 at R12,94 on 30 May 2002
● 8 672 744 at R13,27 on 21 June 2002
● 508 092 at R11,34 on 19 August 2002
● 1 579 659 at R10,50 on 25 September 2002
● 581 060 at R11,95 on 18 December 2002
● 184 801 at R13,10 on 3 March 2003
Accordingly, at 31 March 2003, the issued share capital of the Company was R165 206, comprising 1 652 057 646
ordinary shares of 0,01 cent each.
Unissued share capital
The unissued ordinary shares are the subject of a general authority granted to the directors in terms of section 221 of
the Companies Act, 1973 (Act No. 61 of 1973) (the Companies Act). As this general authority remains valid only until
the next annual general meeting, which is to be held on 29 September 2003, members will be asked at that meeting
to consider an ordinary resolution placing the said unissued ordinary shares up to a maximum of 10% of the
Company’s issued share capital under the control of the directors until the 2004 annual general meeting.
Acquisition of the Company’s own shares
At the last annual general meeting, shareholders gave the Company or any of its subsidiaries, a general authority in
terms of sections 85 and 89 of the Act, for the acquisition of shares of the Company. As this general authority remains
valid only until the next annual general meeting, which is to be held on 29 September 2003, members will be asked at
that meeting to consider a special resolution to renew this general authority until the 2004 annual general meeting.
Distribution to shareholders
During the period under review, no distributions to shareholders have been made. The Board reviews the Group’s
dividend policy on an ongoing basis with a view to optimising shareholder returns.
SHAREHOLDERS’ INTEREST
Major shareholders
According to the Company’s share register at 31 March 2003 the following nominee shareholders held shares in
excess of 5% of the ordinary issued share capital of the Company:
Number of % of issued
Shareholder shares share capital
Standard Bank Nominees (Tvl) (Proprietary) Limited 789 555 442 47,79
Nedcor Nominees Holdings 460 773 466 27,89
Disclosure in accordance with section 140A (8) (a) of the Companies Act
According to information received by the Directors, the following shareholders held shares in excess of 5% of the
ordinary issued share capital as at 31 March 2003:
Number of % of issued
Shareholder shares share capital
Johnnic Holdings Limited 596 345 263 36,10
Newshelf 664 (Proprietary) Limited 309 000 000 18,71
Certain of these shareholdings are partially or wholly included in the nominee companies mentioned above. Apart
from this, the Company is not aware of any other party that has a shareholding of more than 5% in the Company.
PAGE 60
MTN BUSINESS REPORT 2003