MTN Ghana is a leading provider of mobile telecommunications services in Ghana. The Company has over 17.83 million subscribers with a market share of approximately 55.09% as at December 2017. MTN Ghana, in line with its vision and mission, continues to lead the delivery of a bold new Digital World to customers and to make their lives a whole lot brighter.

MTN Ghana intends to undertake the following:

(a) a public offer of up to 4,637,394,533 ordinary shares of MTN Ghana (the “Offer Shares”), representing up to 35% of the issued shares of MTN Ghana after the offer, to Qualifying Applicants (as defined in the Prospectus) (the “Offer”). The Offer Shares will be acquired through an issuance of up to 2,489,698,667 new ordinary shares of MTN Ghana (“Subscription Shares”) and a sale by the Selling Shareholder (as defined in the Prospectus) of up to 2,147,695,867 issued shares in MTN Ghana (the “Sale Shares”); and

(b) a listing of all the Offer Shares and the already issued 10,760,000,000 ordinary shares of MTN Ghana (the “Existing Shares”) (the Offer Shares and the Existing Shares, together, the “MTN Ghana Shares”) on the Ghana Stock Exchange (the “Listing”), (the Offer and the Listing, together, the “Transaction”).

This Prospectus does not constitute an offer and may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. MTN Ghana and the Financial Adviser accept no responsibility for any violation by any person of any such restrictions.

If investors need advice, investors should consult a suitable professional adviser. Investors should rely exclusively on the information contained in this Prospectus when making a decision regarding the purchase of the Offer Shares.

To ascertain the financial soundness or value of this Transaction, the investing public is advised to consult a dealer, investment adviser or other professionals duly authorised under the Securities Industry Act for appropriate advice.

IC Securities (Ghana) Limited (“IC Securities”) is acting as Financial Adviser and Sponsoring Broker to MTN Ghana in respect of the Transaction.

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