MCELL/TRANSNET/NAIL/OMNI - INTENDED DISPOSAL OF AN EQUITY INTEREST

M-CELL LIMITED
(REGISTRATION NUMBER 94/09584/06)
("M-CELL")
TRANSNET LIMITED
(REGISTRATION NUMBER 90/00900/06)
("TRANSNET")
NEW AFRICA INVESTMENTS LIMITED
(REGISTRATION NUMBER 93/02467/06)
("NAIL")
OMNI MEDIA CORPORATION LIMITED
(REGISTRATION NUMBER 01/00352/06)
("OMNI")

ANNOUNCEMENT IN RELATION TO THE INTENDED DISPOSAL OF AN EQUITY INTEREST
OF UP TO 5% IN MOBILE TELEPHONE NETWORKS HOLDINGS (PROPRIETARY) LIMITED
("MTN") TO BLACK ECONOMIC EMPOWERMENT GROUPS
1. INTRODUCTION

AFRICAN MERCHANT BANK LIMITED ("AMB") IS AUTHORISED TO ANNOUNCE THAT M-CELL,
TRANSNET AND NATIONAL AFRICAN TELECOMMUNICATIONS (PROPRIETARY) LIMITED (THE
VEHICLE THROUGH WHICH NAIL AND OMNI HOLD AN INTEREST IN MTN) ("THE CURRENT MTN
SHAREHOLDERS") ARE CONSIDERING MAKING AN EQUITY INTEREST OF UP TO 5% IN MTN
("THE MTN INTEREST") AVAILABLE FOR PURCHASE BY BLACK ECONOMIC EMPOWERMENT
GROUPS ("BEE GROUPS") AS PART OF THE DISPOSAL BY SBC INTERNATIONAL, INC ("SBC")
OF ITS INTEREST IN MTN.
2. CRITERIA REQUIRED OF THE BEE GROUPS

THE SELECTION OF THE BEE GROUPS WHICH MAY PARTICIPATE IN THE MTN INTEREST, WILL
BE BASED ON THE FOLLOWING CRITERIA:

- THE BEE GROUPS MUST BE SOUTH AFRICAN ORGANISATIONS;

- THE BEE GROUPS MUST BE BROAD-BASED EMPOWERMENT GROUPINGS THROUGH THEIR
OWNERSHIP STRUCTURES AND MUST DEMONSTRATE THE ABILITY TO RAISE CAPITAL TO FUND
THEIR POTENTIAL EQUITY PARTICIPATION IN MTN;

- THE EXECUTIVE MEMBERS OF THE BEE GROUPS SHOULD HAVE A PROVEN TRACK RECORD IN
BUSINESS AND THE ABILITY TO ADD VALUE TO MTN;

- THE BEE GROUPS MUST BE ABLE TO DEMONSTRATE CONSISTENCY OF VISION WITH THE
CURRENT, MEDIUM AND LONG TERM STRATEGY OF MTN; AND

- THE BEE GROUPS MUST GIVE UNDERTAKINGS THAT THEY WILL NOT INVEST IN ANY
COMPETITOR OF MTN DURING THE PERIOD THAT THEY HOLD THE MTN INTEREST OR WITHIN A
ONE-YEAR PERIOD OF DISPOSING OF THE MTN INTEREST.
3. THE PROCESS AND INFORMATION REQUIRED

AMB WILL MANAGE THE PROCESS AND CONSEQUENTLY ANY QUERIES RELATING THERETO
SHOULD BE ADDRESSED TO THE INDIVIDUALS NAMED BELOW. THE PROCESS WILL
INCORPORATE THE FOLLOWING PHASES:
STEP 1

INTERESTED PARTIES ARE REQUESTED TO SUBMIT INDICATIONS OF INTEREST, WHICH
SHOULD INCLUDE, INTER ALIA:

- THE SHAREHOLDER PROFILE OF THE BEE GROUP SUPPORTED BY AN AUDITOR'S STATEMENT
CONFIRMING ITS SHAREHOLDER/OWNERSHIP BASE;

- OTHER INVESTMENTS HELD BY THE BEE GROUP, IN PARTICULAR ANY INVESTMENTS IN THE
MEDIA AND TELECOMMUNICATIONS INDUSTRY;

- STRATEGIC OBJECTIVES AND INVESTMENT PHILOSOPHY OF THE BEE GROUP;

- OTHER INFORMATION TO ASSIST THE CURRENT MTN SHAREHOLDERS IN EVALUATING THE
ABILITY OF THE BEE GROUP TO MEET THE CRITERIA SET OUT IN PARAGRAPH 2 ABOVE; AND
- AN INDICATION OF THE SIZE OF THE INVESTMENT THE BEE GROUP WISHES TO MAKE IN
MTN.

BEE GROUPS SHOULD SUBMIT THEIR WRITTEN PRELIMINARY INDICATIONS OF INTEREST BY
12 JUNE 1998 AT THE ADDRESS BELOW:
MTN: INDICATION OF INTEREST
C/O CORPORATE FINANCE DIVISION
AFRICAN MERCHANT BANK LIMITED
9TH FLOOR
THE FORUM
CNR MAUDE AND FIFTH STREETS
SANDTON, 2146
(PO BOX 786833, SANDTON, 2146)
ANY QUERIES IN THIS REGARD SHOULD BE DIRECTED TO:
CHRIS VOSLOO
DUMISANI MUHLWA
TELEPHONE (011) 784-9112
FACSIMILE (011) 784-9211
STEP 2

FROM THE PRELIMINARY INDICATIONS OF INTEREST RECEIVED AND BASED ON, INTER ALIA,
THE CRITERIA SET OUT ABOVE, THE CURRENT MTN SHAREHOLDERS WILL PREPARE A
SHORT-LIST OF SELECTED BEE GROUPS. THE CURRENT MTN SHAREHOLDERS WILL THEN HOLD
DETAILED DISCUSSIONS WITH THE SHORT-LISTED BEE GROUPS TO CLARIFY THE

INFORMATION PROVIDED BY THE BEE GROUPS AND TO EXAMINE THE ABILITY OF THE BEE
GROUPS TO MEET THE CRITERIA SET. SHORT-LISTED BEE GROUPS WILL BE REQUIRED TO
SIGN APPROPRIATE CONFIDENTIALITY UNDERTAKINGS.
STEP 3

FOLLOWING MEETINGS WITH THE BEE GROUPS, AND SUBJECT TO ADDITIONAL CRITERIA
WHICH MAY BE SET, THE CURRENT MTN SHAREHOLDERS WILL SELECT AND ALLOCATE A
PORTION OF THE MTN INTEREST TO THE APPROPRIATE BEE GROUPS.
4. SUSPENSIVE CONDITION

THE ALLOCATION OF THE MTN INTEREST TO THE BEE GROUPS SELECTED IS CONDITIONAL ON
THE SUCCESSFUL CONCLUSION OF THE SALE BY SBC OF ITS INTEREST IN MTN.
5. GENERAL

IT SHOULD BE NOTED THAT THIS IS NOT AN OFFER FOR SALE BUT AN INVITATION TO BEE
GROUPS TO REGISTER THEIR INTEREST IN PARTICIPATING IN THE MTN INTEREST. IN
ADDITION, THE CURRENT MTN SHAREHOLDERS RESERVE THE RIGHT, IN THEIR SOLE AND
ABSOLUTE DISCRETION AND AT ANY TIME, TO AMEND THE PROCESS REFERRED TO ABOVE. IN
THIS REGARD IT SHOULD BE NOTED THAT MTN IS A PRIVATE COMPANY AND HENCE ANY
INVESTMENT IN MTN BY THE BEE GROUPS WILL BE SUBJECT TO THE TERMS AND CONDITIONS
DETERMINED BY THE CURRENT MTN SHAREHOLDERS.
JOHANNESBURG
25 MAY 1998
MERCHANT BANK
AMB
AFRICAN MERCHANT BANK LIMITED
(REGISTRATION NUMBER 96/16470/06)
REGISTERED BANK
ATTORNEYS
WEBBER WENTZEL BOWENS