MVG/MVGP - Mvelaphanda - Proposed subscription for shares and acquisition by

MVG/MVGP - Mvelaphanda - Proposed subscription for shares and acquisition by    
Mvelaphanda Group of shares in Vox Telecom                                      
MVELAPHANDA GROUP LIMITED                                                       
(Incorporated in the Republic of South Africa)                                  
Registration number 1995/004153/06                                              
Ordinary share code: MVG                                                        
Preference share code: MVGP                                                     
Ordinary share: ISIN: ZAE000060737                                              
Preference share: ISIN: ZAE000073540                                            
("Mvelaphanda Group")                                                           
Proposed subscription (the "subscription") for shares and acquisition by        
Mvelaphanda Group of shares (the "acquisition") (collectively the "transaction")
in Vox Telecom Limited ("Vox Telecom")                                          
1.   Introduction                                                               
    Mvelaphanda Group is pleased to announce that it has subscribed for 110     
million shares of Vox Telecom as part of Vox Telecom`s private placement to 
    existing and potential strategic partners, subject to the fulfillment of    
    the conditions precedent outlined in paragraph 4 below. In addition,        
    Mvelaphanda Group has entered into a separate agreement with Vantage        
Capital (Proprietary) Limited ("Vantage") to acquire 27.5 million shares    
    held by Vantage in Vox Telecom. The combined 137.5 million shares represent 
    12.3% of the issued share capital of Vox Telecom.                           
2.   Rationale of the transaction                                               
Mvelaphanda Group`s strategy is to create shareholder value through the     
    combination of quality investments and cash generative operations. To       
    achieve this strategy, Mvelaphanda Group seeks to maintain a balanced       
    exposure through its investments and operations to those sectors of the     
South African economy which it believes will outperform in the medium to    
    long term.                                                                  
    Vox Telecom is a leading alternative, independent telecom operator,         
    providing voice and data services to the southern African market.           
Vox Telecom competes through its primary brands, namely DataPro, Vox, Orion 
    Telecoms and @Lantic Internet Services. The company listed in 2004 with a   
    market capitalisation of R140 million on the Alternative Exchange (AltX), a 
    division of the JSE Limited ("JSE") and it currently has a market           
capitalisation of R2.3 billion.                                             
    Vox Telecom is ideally positioned to benefit from the development of the    
    South African telecom industry. Mvelaphanda Group will work with the        
    management of Vox Telecom to facilitate Vox Telecom`s licensing obligations 
and enable Vox Telecom to further grow its business in the corporate and    
    government sector. Mvelaphanda Group believes that the transaction will     
    positively contribute to the delivery of growth in Mvelaphanda Group`s      
    intrinsic net asset value and ultimately improve the return earned on       
Mvelaphanda Group`s capital employed.                                       
    The transaction would give Mvelaphanda Group key strategic positioning over 
    a unique range of operating telecom assets. Mvelaphanda Group will continue 
    to seek opportunities to increase its investment in Vox Telecom.            
3.   Terms of the transaction                                                   
    Mvelaphanda will acquire 137.5 million shares at a cost of R292.3 million   
    paid in cash, which represents 12.3% of the enlarged issued share capital   
    of Vox Telecom.                                                             
Mvelaphanda Group has, subject to the fulfillment of the conditions         
    precedent set out in paragraph 4 below, subscribed for 110 million shares   
    in Vox Telecom as part of Vox Telecom`s private placement to existing and   
    potential strategic partners. The subscription price is 212 cents per share 
representing a 16% discount to the volume weighted average share price of   
    Vox Telecom for the 90 trading days to 6 November 2007 on AltX. The cost of 
    the subscription is R233.2 million.                                         
    Further, Mvelaphanda Group has acquired 27.5 million Vox Telecom shares     
from Vantage in a separate agreement at 215 cents per share. The cost of    
    the acquisition is R59.1 million.                                           
4.   Conditions precedent                                                       
    Shareholders are referred to the detailed announcement released by Vox      
Telecom (the "Vox Telecom announcement") on 8 November 2007 for the         
    conditions precedent to the transaction. The transaction is, inter alia,    
    dependent on the conclusion of Vox Telecom`s ABSA and Storm acquisitions as 
    detailed in the Vox Telecom announcement.                                   
5.   Financial effects of the transaction                                       
    The transaction will not have a material effect on Mvelaphanda Group for    
    the financial year ending 30 June 2008.                                     
6.   Cautionary announcement                                                    
Shareholders are advised that the cautionary announcement released on SENS  
    on 7 November 2007 is hereby removed.                                       
8 November 2007                                                                 
Johannesburg                                                                    
Sponsor:                                                                        
Deutsche Securities (SA) (Proprietary) Limited                                  
Legal Adviser                                                                   
Hofmeyr Herbstein & Gihwala Inc                                                 
Date: 08/11/2007 07:00:03 Supplied by www.sharenet.co.za                     
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