M-CELL - ACQUISITION OF A FURTHER 5,2% INTEREST IN MTN

M-CELL LIMITED
(REGISTRATION NUMBER 94/09584/06)
("M-CELL")

ANNOUNCEMENT REGARDING THE ACQUISITION BY M-CELL OF A FURTHER 5,2% EFFECTIVE
INTEREST IN MOBILE TELEPHONE NETWORKS HOLDINGS (PROPRIETARY) LIMITED ("MTN")
("THE ACQUISITION")
1. INTRODUCTION

FURTHER TO THE JOINT CAUTIONARY ANNOUNCEMENT DATED 29 MAY 1998 PUBLISHED BY
M-CELL, NEW AFRICA INVESTMENTS LIMITED AND OMNI MEDIA CORPORATION LIMITED,
M-CELL SHAREHOLDERS ARE ADVISED THAT AGREEMENT HAS BEEN REACHED IN TERMS OF
WHICH M-CELL, TRANSNET LIMITED ("TRANSNET") AND NATIONAL AFRICAN

TELECOMMUNICATIONS (PROPRIETARY) LIMITED ("NAFTEL")("THE PURCHASERS") HAVE
ACQUIRED THE ENTIRE INTEREST OF SBC INTERNATIONAL, INC ("SBC") IN MTN ("THE
AGREEMENT").  IT IS THE INTENTION OF THE PURCHASERS TO DISPOSE OF A PORTION OF
THE INTEREST ACQUIRED IN MTN TO SELECTED BLACK ECONOMIC EMPOWERMENT GROUPS
("BEE GROUPS") ON SIMILAR TERMS ON WHICH SBC DISPOSED OF ITS INTEREST IN MTN TO
THE PURCHASERS ("THE DISPOSAL TO BEE GROUPS").  SHAREHOLDERS OF M-CELL ARE
REFERRED TO THE JOINT ANNOUNCEMENT IN THIS REGARD PUBLISHED BY M-CELL, TRANSNET
AND NAFTEL ON 25 MAY 1998.
2. RATIONALE FOR THE ACQUISITION

M-CELL'S PRIMARY INVESTMENT IS A 29,5% INTEREST IN MTN.  MTN HAS ENJOYED
EXCEPTIONAL GROWTH IN THE FOUR YEARS OF ITS EXISTENCE WITH THE TOTAL ACTIVE
SUBSCRIBER BASE NOW EXCEEDING SOME 750 000.  HAVING ESTABLISHED ITS NETWORK IN
SOUTH AFRICA AND HAVING ACHIEVED A CRITICAL MASS OF SUBSCRIBERS, MTN IS BOTH
PROFITABLE AND CASH GENERATIVE.  THE ACQUISITION PRESENTS AN OPPORTUNITY FOR
M-CELL TO INCREASE ITS EXPOSURE TO ITS CORE ASSET, MTN.
3. SALIENT TERMS OF THE ACQUISITION

IN TERMS OF THE AGREEMENT AND AFTER THE DISPOSAL TO BEE GROUPS, M-CELL WILL
ACQUIRE A FURTHER EFFECTIVE INTEREST OF 5,2% IN MTN.  FOLLOWING THE

ACQUISITION, M-CELL'S INTEREST IN MTN WILL INCREASE FROM 29,5% TO 34,7%.
THE NET PURCHASE PRICE OF THE ACQUISITION IS APPROXIMATELY R590 MILLION WHICH
IS PAYABLE IN CASH ON 31 AUGUST 1998, THE EFFECTIVE DATE OF THE ACQUISITION.
IT IS M-CELL'S INTENTION TO FUND THE ACQUISITION BY MEANS OF A RIGHTS OFFER TO
ITS SHAREHOLDERS.
4. FINANCIAL EFFECTS OF THE ACQUISITION

HAD THE ACQUISITION BEEN EFFECTIVE FOR THE 12-MONTH PERIOD ENDED 31 MARCH 1998,
IT WOULD NOT HAVE HAD ANY MATERIAL EFFECT ON THE EARNINGS PER SHARE OR NET
ASSET VALUE PER SHARE OF M-CELL.
5. DOCUMENTATION

ANY DOCUMENTATION REQUIRED TO BE CIRCULATED IN REGARD TO THE ACQUISITION AND
THE FUNDING THEREOF WILL BE MAILED TO M-CELL SHAREHOLDERS IN DUE COURSE.
SANDTON
2 JULY 1998
MERCHANT BANKS
AMB
AFRICAN MERCHANT BANK LIMITED
(REGISTRATION NUMBER 96/16470/06)
REGISTERED BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
ATTORNEYS
WWB
WEBBER WENTZEL BOWENS