ACQUISITION BY M-CELL; AND FURTHER CAUTIONARY

M-CELL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 94/09584/06)
("M-CELL")

ACQUISITION BY M-CELL OF AN EFFECTIVE 11,76% INTEREST IN MOBILE TELEPHONE
NETWORKS HOLDINGS (PROPRIETARY) LIMITED ("MTN HOLDINGS") FOR THE ISSUE OF NEW
SHARES IN M-CELL
1. INTRODUCTION

1.1 FURTHER TO THE CAUTIONARY ANNOUNCEMENT DATED 11 MARCH 1999, STANDARD
CORPORATE AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT, SUBJECT TO THE
APPROVAL BY M-CELL SHAREHOLDERS IN GENERAL MEETING, M-CELL HAS AGREED WITH NEW
AFRICA INVESTMENTS LIMITED ("NAIL") AND OMNI MEDIA CORPORATION LIMITED
("OMNI"), THAT IT WILL ACQUIRE NAIL'S DIRECT AND INDIRECT INTERESTS IN MTN
HOLDINGS AND OMNI'S 30% INTEREST IN NEW AFRICA COMMUNICATIONS (PROPRIETARY)
LIMITED ("NAFCOM") AND OMNI'S 15,63% INTEREST IN NATIONAL AFRICAN

TELECOMMUNICATIONS (PROPRIETARY) LIMITED ("NAFTEL") ("THE ACQUISITION") IN
EXCHANGE FOR AN ISSUE OF 126 741 680 NEW M-CELL SHARES TO NAIL AND 72 909 709
NEW M-CELL SHARES TO OMNI.

1.2 NAFCOM OWNS 84,37% OF NAFTEL, WHICH IN TURN OWNS AN 11,76% INTEREST IN MTN
HOLDINGS, WHICH IS THE HOLDING COMPANY OF, INTER ALIA, MOBILE TELEPHONE
NETWORKS (PROPRIETARY) LIMITED, THE HOLDER OF A CELLULAR TELEPHONY LICENCE IN
SOUTH AFRICA AND M-TEL (PROPRIETARY) LIMITED, A CELLULAR TELEPHONY SERVICE
PROVIDER IN SOUTH AFRICA.

1.3 PURSUANT TO THE ACQUISITION, M-CELL'S CURRENT SHAREHOLDING OF 34,71% IN MTN
HOLDINGS WILL INCREASE TO 46,47%.
2. RATIONALE FOR THE ACQUISITION

M-CELL WISHES TO INCREASE ITS INTEREST IN MTN HOLDINGS AND TO CONSOLIDATE THE
INTEREST OF ITS CONTROLLING SHAREHOLDER, NAMELY OMNI, IN M-CELL. THE

ACQUISITION PRESENTS M-CELL WITH AN OPPORTUNITY OF ACHIEVING THIS. M-CELL ALSO
WISHES TO EXPAND ITS INTERESTS IN THE TELECOMMUNICATIONS FIELD AND THE
ACQUISITION REPRESENTS AN OPPORTUNITY FOR M-CELL TO CREATE A BASE FROM WHICH IT
CAN BECOME A DIVERSIFIED TELECOMMUNICATIONS COMPANY.
3. TERMS OF THE ACQUISITION

3.1 THE ACQUISITION OF OMNI'S INTEREST IN NAFCOM AND NAFTEL REPRESENTS A
RELATED PARTY TRANSACTION AND AS SUCH WILL BE SUBJECT TO M-CELL SHAREHOLDER
APPROVAL. M-CELL SHAREHOLDERS WILL ALSO BE ASKED TO APPROVE THE ACQUISITION OF
NAIL'S DIRECT AND INDIRECT INTERESTS IN MTN HOLDINGS AND, FAILING SUCH APPROVAL
BY 3 MAY 1999, OMNI HAS UNDERTAKEN TO ACQUIRE NAIL'S DIRECT AND INDIRECT
INTERESTS IN MTN HOLDINGS IN EXCHANGE FOR THE SAME NUMBER OF SHARES DUE TO
NAIL, FROM THE SHARES WHICH OMNI CURRENTLY OWNS IN M-CELL.

3.2 NAIL WILL RECEIVE 126 741 680 NEW SHARES IN M-CELL IN EXCHANGE FOR ITS
DIRECT AND INDIRECT INTERESTS IN MTN HOLDINGS. M-CELL WILL, SUBJECT TO
SHAREHOLDER APPROVAL, DELIVER SUCH SHARES TO NAIL BY NO LATER THAN 3 MAY 1999,
FAILING WHICH OMNI WILL EFFECT SUCH DELIVERY.

3.3 OMNI WILL RECEIVE 72 909 709 NEW SHARES IN M-CELL IN EXCHANGE FOR OMNI'S
INTERESTS IN NAFCOM AND NAFTEL. M-CELL WILL, SUBJECT TO SHAREHOLDER APPROVAL,
DELIVER SUCH SHARES TO OMNI BY NO LATER THAN 3 MAY 1999.
4. FINANCIAL EFFECTS

THE FINANCIAL EFFECTS ON THE HEADLINE EARNINGS PER SHARE ("EPS") AND NET ASSET
VALUE ("NAV") ATTRIBUTABLE TO AN M-CELL ORDINARY SHARE BEFORE AND AFTER THE
ACQUISITION HAVE BEEN CALCULATED USING THE FOLLOWING ASSUMPTIONS:

4.1 FOR THE PURPOSE OF THE EPS CALCULATION, IT HAS BEEN ASSUMED THAT THE
ACQUISITION HAS BEEN EFFECTIVE FROM 1 APRIL 1998; AND

4.2 FOR THE PURPOSE OF THE NAV CALCULATION, IT HAS BEEN ASSUMED THAT THE
ACQUISITION WAS IMPLEMENTED ON 30 SEPTEMBER 1998 (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 OF M-CELL, WHILE ITS NAV WOULD HAVE INCREASED FROM 119 CENTS TO 307 CENTS
(PRO FORMA
30 SEPTEMBER 1998).
5. FURTHER CAUTIONARY

M-CELL IS INVOLVED IN FURTHER NEGOTIATIONS WHICH, IF SUCCESSFULLY CONCLUDED,
COULD HAVE AN EFFECT ON THE M-CELL SHARE PRICE AND M-CELL SHAREHOLDERS ARE,
ACCORDINGLY, ADVISED TO CONTINUE TO EXERCISE CAUTION WHEN DEALING IN THEIR
M-CELL SHARES.
6. DOCUMENTATION

A CIRCULAR CONTAINING INFORMATION ON THE ACQUISITION AND INCLUDING A NOTICE
CONVENING A GENERAL MEETING OF M-CELL SHAREHOLDERS, IS CURRENTLY BEING PREPARED
AND WILL, SUBJECT TO THE APPROVAL OF THE JOHANNESBURG STOCK EXCHANGE, BE POSTED
TO SHAREHOLDERS IN DUE COURSE.
JOHANNESBURG
15 MARCH 1999
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
JOINT SPONSORING BROKERS
MERRILL LYNCH SOUTH AFRICA (PTY) LTD.
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 95/01805/07
EQUISEC (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
(REGISTRATION NUMBER 96/05007/07)
ATTORNEYS
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