FACTBOX-Regulatory obstacles to any bid for S.Africa's MTN

JOHANNESBURG, May 16 (Reuters) - Indian mobile operator Bharti Airtel (BRTI.BO: Quote, Profile, Research, Stock Buzz) is in exploratory talks with its biggest rival in sub-Saharan Africa, MTN (MTNJ.J: Quote, Profile, Research, Stock Buzz).

The UAE's Emirates Telecommunications Corp ETEL.AD (Etisalat) also has said it is evaluating a possible bid for MTN.

Below are details of the regulatory obstacles facing any foreign company aiming to take a stake in MTN.

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Any company planning to buy a stake in a listed South African company must do so via a "scheme of arrangement" or general offer to shareholders.

The scheme of arrangement process is court sanctioned, needs the support of the company targeted and approval by three-quarters of scheme members present and voting at a special meeting.

Only after the approval of the requisite number of shareholders, and provided no shareholder lodges an objection with the High Court, will the High Court approve the scheme of arrangement.

If a deal is done through a general offer to shareholders, company support is not required nor is a shareholders' meeting.