As filed with the U.S.
Securities and Exchange Commission on July 10, 2026
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
MTN Group Limited
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Republic of South Africa
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8, New York, New York
10017
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Depositary Management Corporation
570 Lexington Avenue, Suite 2405
New York, New York 10022
Telephone: (212) 319-4800
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
|
Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600 |
It is proposed that this filing become effective
under Rule 466
| ☐ |
|
immediately upon filing |
| ☐ |
|
on (Date) at (Time) |
| |
|
|
| If a separate registration statement has been filed to register
the deposited shares, check the following box. ☐ |
CALCULATION OF REGISTRATION FEE
|
Title of each class of
Securities to be registered |
Amount
to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of MTN Group Limited |
75,000,000
American Depositary Shares |
$0.05 |
$3,750,000 |
$517.88 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A
to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which
is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption
|
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| |
|
|
|
|
| (1) |
Name and address of Depositary |
|
Introductory paragraph and bottom of face of American Depositary Receipt |
| |
|
|
|
| (2) |
Title of American Depositary Receipts and identity of deposited securities |
|
Face of American Depositary Receipt, top center |
| |
|
|
|
| |
Terms of Deposit: |
|
|
| |
|
|
|
| |
(i) |
Amount
of deposited securities represented by one unit of American Depositary Shares |
|
Face of American Depositary Receipt, upper right corner |
| |
|
|
|
|
| |
(ii) |
Procedure
for voting the deposited securities |
|
Paragraph (12) |
| |
|
|
|
|
| |
(iii) |
Procedure
for collecting and distributing dividends |
|
Paragraphs (4), (5), (7) and (10) |
| |
|
|
|
|
| |
(iv) |
Procedures
for transmitting notices, reports and proxy soliciting material |
|
Paragraphs (3), (8) and (12) |
| |
|
|
|
|
| |
(v) |
Sale
or exercise of rights |
|
Paragraphs (4), (5) and (10) |
| |
|
|
|
|
| |
(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
|
Paragraphs (4), (5), (10) and (13) |
| |
|
|
|
|
| |
(vii) |
Amendment,
extension or termination of the Deposit Agreement |
|
Paragraphs (16) and (17) |
| |
|
|
|
|
| |
(viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs |
|
Paragraph (3) |
| |
|
|
|
|
| |
(ix) |
Restrictions
upon the right to transfer or withdraw the underlying securities |
|
Paragraphs (1), (2), (4), and (5) |
| |
|
|
|
|
| |
(x) |
Limitation
upon the liability of the Depositary |
|
Paragraph (14) |
| |
|
|
|
|
| (3) |
Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
|
Paragraph (7) |
Item 2. AVAILABLE INFORMATION
|
Item Number and Caption |
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| |
|
|
| (a) |
Statement that MTN Group Limited publishes information in English required
to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.mtn.com)
or through an electronic information delivery system generally available to the public in its primary trading market. |
|
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement
dated as of , 2026 among MTN Group Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and
Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary
Receipt. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative
of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused
this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on July 10, 2026.
| |
Legal entity created by the
form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
|
| |
|
| |
By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
| |
|
|
| |
By: |
/s/ Gregory A. Levendis |
| |
Name: |
Gregory A. Levendis |
| |
Title: |
Executive Director |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, MTN Group Limited certifies that it has reasonable grounds to believe that all the requirements for filing
on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto
duly authorized, on July 10, 2026.
| |
MTN Group Limited |
| |
|
|
| |
By: |
/s/ Ralph Mupita |
| |
Name: |
Ralph Mupita |
| |
Title: |
Executive Director, Group President and Chief Executive Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Ralph Mupita and Tsholofelo Molefe, and each of them, his or her true and
lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement
and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Under the requirements of the Securities Act,
this Registration Statement on Form F-6 has been signed by the following persons on July 10, 2026, in the capacities indicated.
SIGNATURES
| Signature |
|
Title |
| |
|
|
|
/s/ Ralph Mupita
Ralph Mupita |
|
Executive Director, Group President and Chief Executive Officer
(principal executive officer) |
| |
|
|
|
/s/ Tsholofelo Molefe
Tsholofelo Molefe |
|
Executive Director and Group Chief Financial Officer (principal
financial and accounting officer) |
| |
|
|
|
|
|
Independent Non-Executive Chairman |
| Mcebisi Jonas |
|
|
| |
|
|
|
|
|
Independent Non-Executive Director |
| Khotso Mokhele |
|
|
| |
|
|
|
/s/ Noluthando Gosa
Noluthando Gosa |
|
Independent Non-Executive Director
|
| |
|
|
|
|
|
Independent Non-Executive Director |
| Sindi Mabaso-Koyana |
|
|
| |
|
|
|
/s/ Nosipho Molope
Nosipho Molope |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Sandile Gwala
Sandile Gwala |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Vincent Rague
Vincent Rague |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Tim Pennington
Tim Pennington |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Lamido Sanusi
Lamido Sanusi |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Galetlane Juliana Rasethaba
Galetlane Juliana Rasethaba |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Safradou Yeboah-Amankwah
Safradou Yeboah-Amankwah |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Nicky Newton-King
Nicky Newton-King |
|
Independent Non-Executive Director
|
| |
|
|
|
/s/ Stéphane Richard
Stéphane Richard |
|
Independent Non-Executive Director
|
| |
|
|
|
|
|
Independent Non-Executive Director |
| Ignatius Sehoole |
|
|
| |
|
|
|
/s/ Herman Bosman
Herman Bosman |
|
Independent Non-Executive Director
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of MTN Group Limited, has signed this Registration Statement
on Form F-6 in New York, New York, on July 10, 2026.
| |
Authorized U.S. Representative
Depositary Management Corporation |
| |
|
|
| |
By: |
/s/ George Boychuk |
| |
Name: |
George Boychuk |
| |
Title: |
Managing Director |
INDEX TO EXHIBITS
| Exhibit Number |
|
|
| |
|
|
| (a) |
Form of Second Amended and Restated Deposit Agreement. |
|
| |
|
|
| (d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
|
| |
|
|
