NASPERS SHARE SWAP WITH OMNI

NASPERS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 04/01431/06)
("NASPERS")
NASPERS SHARE SWAP WITH OMNI
1. INTRODUCTION

OMNI MEDIA CORPORATION LIMITED ("OMNI") AND NASPERS ARE THE SOLE SHAREHOLDERS
IN MIH INVESTMENTS (PROPRIETARY) LIMITED ("MIHI"), A COMPANY WHOSE ONLY ASSET
IS ITS SHAREHOLDING IN THE MIH HOLDINGS LIMITED/M-WEB HOLDINGS LIMITED
LINKED-UNIT ("MIH/M-WEB").

OMNI AND NASPERS HAVE REACHED AN AGREEMENT, WITH EFFECT FROM 1 FEBRUARY 1999
("THE EFFECTIVE DATE"), IN TERMS OF WHICH OMNI WILL SWAP THEIR ENTIRE HOLDING
IN MIHI IN RETURN FOR M-CELL LIMITED ("M-CELL") SHARES HELD BY NASPERS ("THE
SHARE SWAP").
2. RATIONALE

THE SHARE SWAP FOLLOWS OMNI'S STRATEGY OF REALIGNING ITS INVESTMENTS AND
FOCUSING ON BECOMING A FULLY FLEDGED INFOTAINMENT AND TELECOMMUNICATIONS
COMPANY. FOR NASPERS, THE SHARE SWAP IS IN LINE WITH NASPERS' INCREASING FOCUS
ON ELECTRONIC MEDIA.
3. TERMS OF THE AGREEMENT

THE SHARE SWAP IS BASED ON A RATIO OF 1,473 M-CELL SHARES FOR EACH MIHI SHARE
HELD BY OMNI CALCULATED AT APPROXIMATELY R8,35 PER M-CELL SHARE AND R12,30 PER
MIHI SHARE. THE SWAP RATIO WAS BASED UPON A FORMULA REFLECTED IN SHAREHOLDERS
AGREEMENTS. OMNI WILL SELL TO NASPERS ITS ENTIRE 44% HOLDING IN MIHI, IN
EXCHANGE FOR APPROXIMATELY 91 MILLION M-CELL SHARES. FOLLOWING IMPLEMENTATION
OF THE SHARE SWAP, NASPERS' EFFECTIVE STAKE IN MIH/M-WEB WILL APPROXIMATE 52%
WHILST OMNI AND JOHNNIES INDUSTRIAL CORPORATION LIMITED WILL, TOGETHER, RETAIN
A SIGNIFICANT STAKE IN MIH/M-WEB.

FURTHER SHARES HELD IN M-CELL MAY BE SWAPPED AT A LATER STAGE FOR ADDITIONAL
SHARES IN MIH/M-WEB.

THE SECURITIES AND REGULATION PANEL HAS REVIEWED THE TRANSACTION AND HAS RULED
THAT THE SHARE SWAP BETWEEN OMNI AND NASPERS DOES NOT CONSTITUTE A CHANGE OF
CONTROL IN EITHER M-CELL OR MIH/M-WEB, AND ACCORDINGLY NO OFFER TO MINORITY
SHAREHOLDERS IN EITHER COMPANY WILL BE MADE.
4. FINANCIAL EFFECTS OF THE SHARE SWAP

THE FINANCIAL EFFECTS ON THE EARNINGS PER SHARE ("EPS") AND NET ASSET VALUE
("NAV") ATTRIBUTABLE TO A NASPERS ORDINARY SHARE BEFORE AND AFTER THE SHARE
SWAP, HAVE BEEN CALCULATED USING THE FOLLOWING ASSUMPTIONS:

4.1 FOR THE PURPOSE OF THE EPS CALCULATION IT HAS BEEN ASSUMED THAT THE SHARE
SWAP HAS BEEN EFFECTIVE FROM 1 APRIL 1998, AND EXCLUDES THE EXCEPTIONAL PROFIT
THAT WILL BE RECORDED ON THE SHARE SWAP; AND

4.2 FOR THE PURPOSE OF THE NAV CALCULATION, IT HAS BEEN ASSUMED THAT THE SHARE
SWAP WAS IMPLEMENTED ON 30 SEPTEMBER 1998 AND AS SUCH, REFLECTS THE NET EFFECT
OF BOTH THE EXCEPTIONAL PROFITS AND THE GOODWILL.

                     UNAUDITED             PRO FORMA             PERCENTAGE
                     30 SEPTEMBER 1998     30 SEPTEMBER 1998     CHANGE
                     (CENTS)               (CENTS)               (%)

EPS                  8                     5                     (37)

NAV                  917                   945                   3
5. DOCUMENTATION

A CIRCULAR PROVIDING FURTHER DETAILS OF THE SHARE SWAP WILL BE MAILED TO
NASPERS SHAREHOLDERS WITHIN 28 DAYS.
JOHANNESBURG
26 JANUARY 1999
MERCHANT BANK
INVESTEC BANK LIMITED
(REG NO 69/04763/06)
ATTORNEYS
JAN S. DE VILLIERS & SON
SPONSORING BROKERS
HSBC SIMPSON MCKIE (PTY) LIMITED
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REG. NO. 84/01736/07
BOE SECURITIES (PTY) LIMITED
REG. NO. 96/15589/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE