ACQUISITION BY M-CELL OF A FURTHER 4,9% INTEREST IN "MTN"

M-CELL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1994/009584/06)
("M-CELL")

ACQUISITION BY M-CELL OF A FURTHER 4,9% INTEREST IN MOBILE TELEPHONE NETWORKS
HOLDINGS (PROPRIETARY) LIMITED ("MTN HOLDINGS") FOR THE ISSUE OF NEW ORDINARY
M-CELL SHARES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION

STANDARD CORPORATE AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT M-CELL HAS
REACHED AGREEMENT WITH CERTAIN BLACK ECONOMIC EMPOWERMENT GROUPS, TO ACQUIRE 25
000 000 MTN HOLDINGS SHARES (EQUAL TO 4,9%), IN EXCHANGE FOR THE ISSUE OF 77
572 596 NEW ORDINARY M-CELL SHARES ("THE ACQUISITION").
2. RATIONALE FOR THE ACQUISITION

THE ACQUISITION REPRESENTS A FURTHER STEP IN THE CONSOLIDATION OF MTN HOLDINGS
INTO M-CELL AS APPROVED BY SHAREHOLDERS ON 29 APRIL 1999. M-CELL'S CURRENT
SHAREHOLDING OF 72,1% IN MTN HOLDINGS WILL INCREASE TO 77,0% AFTER THE
ACQUISITION.
3. FINANCIAL EFFECTS

THE FINANCIAL EFFECTS ON THE EARNINGS PER SHARE ("EPS") AND NET ASSET VALUE
("NAV") ATTRIBUTABLE TO AN M-CELL ORDINARY SHARE, BEFORE AND AFTER THE
ACQUISITION, HAVE BEEN CALCULATED BASED ON THE LATEST PUBLISHED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 1999, USING THE FOLLOWING ASSUMPTIONS:
3.1 FOR THE PURPOSE OF THE EPS CALCULATION, IT HAS BEEN ASSUMED THAT THE
ACQUISITION HAS BEEN EFFECTIVE FROM 1 APRIL 1999; AND

3.2 FOR THE PURPOSE OF THE NAV CALCULATION, IT HAS BEEN ASSUMED THAT THE
ACQUISITION WAS IMPLEMENTED ON 30 SEPTEMBER 1999 (BEING THE DATE OF M-CELL'S
LATEST PUBLISHED INTERIM RESULTS).

BASED ON THE ABOVE ASSUMPTIONS, THERE WOULD HAVE BEEN NO MATERIAL CHANGE IN THE
EPS AND NAV OF M-CELL.
4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

M-CELL SHAREHOLDERS ARE REFERRED TO THE LAST M-CELL CAUTIONARY ANNOUNCEMENT,
DATED 3 FEBRUARY 2000 AND ARE ADVISED THAT M-CELL AND TRANSNET LIMITED HAVE
SUSPENDED NEGOTIATIONS REGARDING TRANSNET LIMITED SWAPPING ITS SHAREHOLDING IN
MTN HOLDINGS FOR THE ISSUE OF ORDINARY M-CELL SHARES, THEREFORE CAUTION IS NO
LONGER REQUIRED.
JOHANNESBURG
3 APRIL 2000
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 1962/000738/06)
LEGAL ADVISER
WEBBER WENTZEL BOWENS
SPONSORING BROKER
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 1995/001805/07