Phuthuma Nathi Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/015187/06)
APPLICATION FORM TO SUBSCRIBE FOR PHUTHUMA NATHI ORDINARY SHARES
AVAILABLE TO BLACK GROUPS WHO QUALIFY TO PARTICIPATE IN THE PUBLIC OFFER
Definitions and interpretations used in this prospectus are contained on pages 11 to 18
and apply to the contents of this application form.
This application form forms part of the prospectus which was registered by the Registrar on
21 September 2006 and must be read in conjunction with it.
SECTION 1 – INSTRUCTIONS AND NOTES
THIS APPLICATION FORM SHOULD ONLY BE COMPLETED BY BLACK GROUPS WHO QUALIFY
TO PARTICIPATE IN THE PUBLIC OFFER AND WOULD LIKE TO SUBSCRIBE FOR PHUTHUMANA
NATHI ORDINARY SHARES AT R10,00 PER SHARE. PLEASE REFER TO THE LAST COLUMN ON
PAGE 12 OF THE PROSPECTUS FOR A DESCRIPTION OF A BLACK GROUP.
PLEASE NOTE: IF YOU ARE A GROUP THAT IS PLANNING TO APPLY FOR 20 000 PHUTHUMA
NATHI ORDINARY SHARES OR MORE, YOU WILL NEED TO SUBMIT AN INITIAL BEE
OWNERSHIP CERTIFICATE OF COMPLIANCE OBTAINED FROM AN APPROVED BEE
VERIFICATION ENTITY OR AGENCY. THESE APPROVED AGENCIES TAKE AT LEAST 10 DAYS TO
ISSUE THIS CERTIFICATE, THEREFORE YOU NEED TO APPLY AS SOON AS POSSIBLE, TAKING
INTO ACCOUNT THAT THE CLOSING DATE FOR APPLICATIONS IS 27 OCTOBER 2006.
You may only complete this application form if you qualify to participate in the public offer.
Please refer to paragraph 3.2 on page 20 of the prospectus.
The subscription price in terms of the public offer is R10,00 per Phuthuma Nathi
Subscriptions for Phuthuma Nathi ordinary shares in terms of the public offer may only be
made for a minimum subscription amount of R200,00.
Applications are irrevocable and may not be withdrawn once submitted.
Please refer to the terms and conditions of the public offer set out in paragraph 3
commencing on page 19 of the prospectus.
Applicants should consult their broker, banker or other professional adviser or the helpline
on 0860 116 226 in case of doubt as to the correct completion of this application form.
Applicants must submit only one application form and one cheque or postal order or
deposit slip in respect of the application.
For every application hand delivered and accepted at a Post Office branch, the teller will
issue a receipt for the application form, payment and the supporting documents received.
For applications received by post, a receipt will be posted (at the applicant’s risk) to the
applicant’s postal address.
If any cheque is dishonoured, Phuthuma Nathi may, in its sole discretion, regard the relevant
application as invalid or take such other steps in regard thereto as it may deem fit.
All alterations on this application form must be authenticated by a full signature.
Phuthuma Nathi is entitled to verify the details of the applicant and the applicant is
obligated to assist in such verification.
• Phuthuma Nathi ordinary shares issued in respect of this application will be in a
certificated form and the original of the share certificate will be retained by Link Market
Services in terms of the articles.
• Certain restrictions are contained in the articles (and in this regard you are referred to
paragraph 5.17.3 on page 30 of the prospectus). In order to ensure that those
restrictions remain in place, MIH Holdings has, in terms of the constitutional documents,
been given certain call option and other rights.
If you have any questions regarding the contents of the prospectus, please call the
helpline on 0860 116 226.
SECTION 2 – HOW TO SUBMIT THE APPLICATION
Completed application forms should either be:
• sent in an envelope marked “Phuthuma Nathi Investments Limited – ordinary share
offer” by post to:
PO Box 10 000
• handed in at any Post Office.
All hand delivered applications must be received by the Post Office before the Closing Date,
being 15:00 on 27 October 2006, and all applications delivered by post must be postmarked on
or before the Closing Date and received by the Post Office on or before 15:00 on 3 November
2006. Application forms received after:
– the Closing Date – in the case of hand delivery; or
– seven days after the Closing Date (3 November 2006) – in the case of delivery by post
will be disregarded. In addition any application form received which does not contain all the
documentation required or which has not been completed in full will be rejected.
SECTION 3 – REQUIRED DOCUMENTS
Applications should be sent with:
• a copy of the certificate of incorporation (if applicable) or other comparable document
evidencing the valid establishment of the Black Group. (For example, trustees must submit
letters of authority issued by the Master of the South African High Court, and unincorporated
associations must submit a copy of their constitution or deed of association.);
an affidavit confirming your group’s BEE status as declared below;
for Black Groups applying for Phuthuma Nathi ordinary shares in excess of 20 000, submit
a certified copy of the Initial BEE Ownership Certificate of Compliance from an approved
BEE verification entity or agency obtained specifically for the purpose of the MCSA
Empowerment Transaction; and
submit a list of all of the natural persons who, both directly or indirectly, hold the beneficial
interest in the Black Group, including such persons’ names, ID numbers, nationality, gender,
racial group and effective percentage economic (and, if different, voting) interest held. If an
effective interest in the Black Group is held by natural persons indirectly through a company
or entity, a detailed organogram setting out the sequence of ownership is required.
Each application submitted must be in one name only and show only one address. Phuthuma
Nathi reserves the right to accept or reject any application in its absolute discretion.
You may pay for your Phuthuma Nathi ordinary shares either:
by cheque or postal order, which must be attached to the application form. The cheque
must be crossed “not transferable” with the words “or bearer” deleted and the words
“Phuthuma Nathi” written on the back and made payable to “SA Post Office” or “South
African Post Office”. If the cheque is dishonoured, your application will be rejected; or
by debit card, presented at the Post Office; or
by cash, deposited at the Post Office; or
by electronic funds transfer (“EFT”) by calling 0860 116 226 (Phuthuma Nathi – Call
Centre) for a reference number and account details and submitting the application form
together with the proof of payment and all requisite documents to the Post Office.
The Directors reserve the right to accept payment in any other form in their sole discretion.
Please note: Debit card and cash payments can only be used as a form of payment if
the application form and required documentation are delivered by HAND and
processed at the Post Office. Credit cards will NOT be accepted.
SECTION 4 – DECLARATION
To: Phuthuma Nathi Investments Limited
We, the undersigned, as representatives of .….….……………………………………………
confirm that we have full legal capacity and are duly authorised to contract and hereby irrevocably
apply for the number of Phuthuma Nathi ordinary shares set out in section 5 hereof or any lesser
number that may, in the absolute discretion of the Directors, be allotted to our group.
We warrant that our group is a Black Group incorporated or formed in South Africa as defined
in the definition section commencing on page 11 of the prospectus.
We understand that the issue of Phuthuma Nathi ordinary shares is conditional on the Directors
allotting and issuing them to us. We further understand that we may be allotted and issued a
lesser number of Phuthuma Nathi ordinary shares than requested and accept this.
We understand that should we elect to be issued Phuthuma Nathi ordinary shares in
uncertificated form, we are required to rematerialise our group’s Phuthuma Nathi ordinary
shares within 14 days of having received them and to deliver the share certificate(s) thereof to
Link Market Services who will retain them. We acknowledge that this is a condition for our
group’s participation in the MCSA Empowerment Transaction.
We acknowledge that the articles of Phuthuma Nathi and the MCSA Holdings Shareholders’
Agreement have been made available for inspection in terms of paragraph 8 on page 45 of the
prospectus, and that we have accordingly been informed that various restrictions are imposed
upon the transferability of Phuthuma Nathi ordinary shares. We further acknowledge that MIH
Holdings is granted certain call option rights in respect of Phuthuma Nathi ordinary shares
pursuant to the MCSA Holdings Shareholders’ Agreement and the articles. In applying for
Phuthuma Nathi ordinary shares, we undertake that, if Phuthuma Nathi ordinary shares are
issued to our group, we will comply with the terms of the articles including all the restrictions
contained in the articles, and we agree to be bound by the provisions of the MCSA Holdings
Shareholders’ Agreement. We have read paragraph 5.17.3 on page 30 of the prospectus. We
understand that if we contravene these restrictions we may have action taken against our group
which may result in our group losing any benefit which we would otherwise have had in our
investment in Phuthuma Nathi, or even our Phuthuma Nathi ordinary shares.
Telephone number (office hours) ( )
Authorised representative 1:
Name [in capital letters]
Authorised representative 2:
Name [in capital letters]