A non-executive director of MTN Group “inadvertently” traded the company’s shares during a JSE closed period in early January 2026, and did so without obtaining prior clearance – a breach of the JSE’s listings requirements and MTN’s own share dealing policy.
The matter is disclosed in MTN’s 2025 integrated report, published on Wednesday, although the report does not name the director or set out the specifics of the trades. However, a stock exchange news service announcement issued by MTN on 13 January 2026 fills in that detail.
According to that Sens notice, Vincent Rague – a Kenyan independent non-executive director who sits on MTN’s audit committee – bought a total of 10 000 American Depository Receipts (ADRs) representing MTN ordinary shares, in 11 separate off-market tranches between 2 December 2025 and 7 January 2026. The total cost of the purchases was US$99 872.10.
He then sold all 10 000 ADRs in a single off-market trade on 8 January 2026 for US$106 693.10 – netting a small profit of about $6 820.
The closed period for MTN’s full-year 2025 results – announced on 16 March 2026 – would have run from 1 January 2026 until the results announcement. That means about 3 000 of Rague’s purchases, plus the disposal of all 10 000 ADRs on 8 January 2026, fell inside the closed period.
The Sens notice was unambiguous 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.”
‘Significant steps’
In the integrated report, MTN said 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 the policy and disclosure protocols among directors and employees”.
MTN Group’s website describes Rague as an “investment executive with extensive experience in banking, insurance, infrastructure and private equity across Africa and global markets”. He is the co-founder and non-executive partner at Catalyst Principal Partners, a Nairobi-based private equity firm, where he serves on the investment committee and the board.
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He also serves as non-executive chairman of Jambojet, a Nairobi-based low-cost airline, and as an independent non-executive director at Harith Group. He holds directorships in several MTN Group-owned companies.
Under the JSE listings requirements, directors of JSE-listed companies must obtain clearance before dealing in their company’s securities, and must not deal during prohibited (closed) periods. The closed period typically covers the time between the end of the financial reporting period and the announcement of results. Failure to comply can be referred to the JSE for disciplinary action, although in this case there is no public indication of any sanction having been imposed.
MTN said in the integrated report that its share dealing and insider trading policy “establishes a comprehensive framework governing all transactions undertaken by directors and employees”, and that the policy is designed to ensure every deal complies with the listings requirements and the Financial Markets Act. – © 2026 NewsCentral Media
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