MTN Group’s 2025 integrated report, published this week, has disclosed that a non-executive director traded the company’s shares during a Johannesburg Stock Exchange (JSE) closed period in early January 2026 without obtaining prior clearance, in breach of both the JSE’s listings requirements and MTN’s own share dealing policy.
The report does not name the director, but a Stock Exchange News Service (SENS) announcement issued by MTN on January 13, 2026 identifies him as Vincent Rague, a Kenyan independent non-executive director who sits on MTN’s audit committee.
According to the SENS notice, Rague purchased a total of 10,000 American Depositary Receipts (ADRs) representing MTN ordinary shares across 11 separate off-market transactions between December 2, 2025 and January 7, 2026, at a total cost of US$99,872.10. He then sold all 10,000 ADRs in a single off-market transaction on January 8, 2026, for US$106,693.10, generating a profit of approximately US$6,820.
MTN’s closed period for its full-year 2025 results began on January 1, 2026, and ran until the results announcement on March 16, 2026. That means approximately 3,000 of Rague’s purchases, as well as his entire disposal of the ADRs on January 8, fell within the restricted window.
The SENS notice was unequivocal about the procedural failure. “Prior clearance to deal was not sought for the above-referenced series of transactions as contemplated in terms of the listings requirements and MTN’s policy,” it stated.
MTN said in its integrated report that the matter was promptly reported to the JSE in accordance with regulatory requirements and that the company had taken significant steps to reinforce awareness of its share dealing and disclosure protocols among directors and employees. The report described the share dealing and insider trading policy as establishing “a comprehensive framework governing all transactions undertaken by directors and employees,” designed to ensure every transaction complies with the listings requirements and the Financial Markets Act.
Under JSE listings requirements, directors of listed companies must obtain advance clearance before dealing in their company’s securities and are prohibited from dealing during closed periods. The closed period ordinarily runs from the end of the financial reporting period until the announcement of results. Breaches may be referred to the JSE for disciplinary action, though no public indication of any sanction in this case has emerged.
MTN’s website describes Rague as an investment executive with extensive experience across banking, insurance, infrastructure, and private equity in Africa and global markets. He is co-founder and non-executive partner at Catalyst Principal Partners, a Nairobi-based private equity firm, and serves as non-executive chairman of Jambojet, a Kenyan low-cost airline. He also holds directorships in several MTN Group-owned companies, including the position of independent non-executive director at Harith Group.
MTN Group is the parent company of Scancom PLC, which operates MTN Ghana and is listed on the Ghana Stock Exchange.
