19. CHANGES IN SHAREHOLDING
19.1 MTN Afghanistan
MTN Dubai completed the sale of MTN Afghanistan to MINT Trading Middle East Limited (a 100% subsidiary of M1 Group Limited) on 21 February 2024 for US$21 million (R409 million1) following completion or waiver of conditions precedent of the sale and purchase agreement entered into on 10 March 2023.
An impairment loss of R146 million after writing down the carrying amount of the disposal group to its fair value less costs to sell was recognised in profit or loss for the period ended 30 June 2024. MTN Afghanistan is presented as part of the MENA cluster in the segment information (note 7).
1 Translated at the date of disposal on 21 February 2024 of US$1 = 19.21.
The carrying amounts of assets and liabilities as at the effective date of the disposal were:
|
|
|
|
Property, plant and equipment |
114 |
|
Right-of-use assets |
62 |
|
Intangible assets |
38 |
|
Deferred tax and other non-current assets |
201 |
|
Trade receivables and other current assets |
551 |
|
Cash and cash equivalents |
885 |
|
Total assets |
1 851 |
|
Current liabilities |
1 049 |
|
Lease liabilities |
344 |
|
Other non-current liabilities |
49 |
|
Total liabilities |
1 442 |
|
Net carrying amount of assets |
409 |
|
|
|
|
Total consideration |
409 |
|
Recognition of intercompany receivables on deconsolidation |
62 |
|
Reclassification of foreign currency translation reserve |
956 |
|
Net carrying amount of asset derecognised |
(409) |
|
Gain on disposal of subsidiary |
1 018 |
|
Net cash: |
|
|
Cash received |
52 |
|
Less: Cash and cash equivalents in MTN Afghanistan |
885 |
|
Net cash deconsolidated |
(833) |
Included in the 2024 Group results is R498 million revenue representing 0.5% of the Group’s total revenue and R12 million CODM EBITDA1 representing 0.04% of the Group’s CODM EBITDA relating MTN Afghanistan up to the effective date of sale.
1 CODM EBITDA is defined in note 7.
19.2 MTN Ghana localisation
The Group disposed of shares in MTN Ghana to Ghanaian citizens as part of the Group’s localisation strategy. This took the Group’s shareholding from 81.04% to 77.98%.
The proceeds generated from the localisation, net of taxes and transaction costs amounted to US$39 million (R728 million1). This resulted in a net loss of R685 million that was recognised in equity as transaction with non-controlling interest.
1 Translated at the effective date of the sale. Cash proceeds per the statement of cash flows are translated at the spot rate on the date of receipt of the proceeds.
19.3 MTN Uganda localisation
The Group disposed of 1 575 million shares in MTN Uganda as part of the Group’s localisation strategy. This took the Group’s shareholding from 83.05% to 76.02%. Proceeds generated from the sale of shares, net of taxes and transaction costs amounted to UGX214 billion (R1 billion1). This resulted in a net gain of R564 million recognised in equity as a transaction with non-controlling interests.
1 Translated at the effective date of the sale. Cash proceeds per the statement of cash flows are translated at the spot rate on the date of receipt of the proceeds.