Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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Jumia Technologies AG
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(Name of Issuer)
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Ordinary Shares, no par value
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(Title of Class of Securities)
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48138M105*
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(CUSIP Number)
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December 31, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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* This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two Ordinary Shares of the Issuer.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 48138M105
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1
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NAMES OF REPORTING PERSONS
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Mobile Telephone Networks Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Africa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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29,702,544(1)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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29,702,544(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,702,544(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.4%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Represents 29,702,544 Ordinary Shares, which may be represented by American Depositary Shares, held by the Reporting Persons as of December 31, 2019.
(2) Based on 161,572,930 Ordinary Shares of the Issuer that were outstanding as of August 14, 2020 according to an extract from the German company register relating to Jumia Technologies AG provided by the Issuer to the Reporting Persons.
1
CUSIP No. 48138M105
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1
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NAMES OF REPORTING PERSONS
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MTN Group Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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South Africa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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29,702,544(1)
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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29,702,544(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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29,702,544(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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18.4%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Represents 29,702,544 Ordinary Shares, which may be represented by American Depositary Shares, held by the Reporting Persons as of December 31, 2019.
(2) Based on 161,572,930 Ordinary Shares of the Issuer that were outstanding as of August 14, 2020 according to an extract from the German company register relating to Jumia Technologies AG provided by the Issuer to the Reporting Persons.
2
CUSIP No. 48138M105
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Item 1.
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(a)
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Name of Issuer
Jumia Technologies AG
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(b)
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Address of Issuer’s Principal Executive Offices
Skalitzer Straße 104, 10997 Berlin, Germany
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Item 2.
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(a)
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Name of Person Filing
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Mobile Telephone Networks Holdings Limited
MTN Group Limited
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Mobile Telephone Networks Holdings Limited is the direct holder of the Ordinary Shares reflected in this Schedule 13G. Mobile Telephone Networks Holdings Limited is a wholly owned subsidiary of MTN Group Limited, which may be deemed
to have beneficial ownership of all of these Ordinary Shares.
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(b)
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Address of Principal Business Office or, if none, Residence
Mobile Telephone Networks Holdings Limited - 216 14th Avenue, Fairland, Johannesburg, South Africa, 2195
MTN Group Limited - 216 14th Avenue, Fairland, Johannesburg, South Africa, 2195
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(c)
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Citizenship
Each Reporting Person – South Africa
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(d)
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Title of Class of Securities
Ordinary Shares, no par value, which may be represented by American Depositary Shares
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(e)
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CUSIP Number
48138M105
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
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3
CUSIP No. 48138M105
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Item 4.
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Ownership
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Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following □.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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See attached Exhibit A
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certification
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Not applicable
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4
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 2, 2020
| Mobile Telephone Networks Holdings Limited | ||||
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By:
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/s/ Kholekile Ndamase | ||
| Name: | Kholekile Ndamase |
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| Title: | Executive: Group Mergers and Acquisitions |
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| MTN Group Limited | ||||
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By:
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/s/ Kholekile Ndamase | ||
| Name: | Kholekile Ndamase |
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| Title: | Executive: Group Mergers and Acquisitions |
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5
EXHIBIT A
Pursuant to the instructions in Item 7 of Schedule 13G, the following identifies the subsidiary which acquired the securities being reported on by MTN Group Limited:
Mobile Telephone Networks Holdings Limited
6
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and
accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the
extent that she, he or it knows or has reason to believe that such information is inaccurate.
Date: October 2, 2020
| Mobile Telephone Networks Holdings Limited | ||||
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By:
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/s/ Kholekile Ndamase | ||
| Name: | Kholekile Ndamase |
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| Title: | Executive: Group Mergers and Acquisitions |
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| MTN Group Limited | ||||
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By:
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/s/ Kholekile Ndamase | ||
| Name: | Kholekile Ndamase |
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| Title: | Executive: Group Mergers and Acquisitions |
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7