M-CELL LIMITED - TERMS OF THE RIGHTS OFFER OF ORDINARY SHARES

TERMS OF THE RIGHTS OFFER OF ORDINARY SHARES
M-CELL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 94/09584/06)
(M-CELL)
TERMS OF THE RIGHTS OFFER OF ORDINARY SHARES

IT WAS ANNOUNCED ON 10 JULY 1998 THAT THE DIRECTORS OF M-CELL HAD RESOLVED TO
PROCEED WITH A RIGHTS OFFER OF ORDINARY SHARES ( NEW ORDINARY SHARES ) TO RAISE
APPROXIMATELY R600 MILLION ( THE RIGHTS OFFER ).
TERMS OF THE RIGHTS OFFER

(I) AMOUNT TO BE RAISED (BEFORE EXPENSES)                      R594 103 496
(II) NUMBER OF NEW ORDINARY SHARES TO BE ISSUED                 64 227 405
(III) ISSUE PRICE PER NEW ORDINARY SHARE                        925 CENTS
(IV) RATIO OF RIGHTS OFFER     13 NEW ORDINARY SHARES FOR EVERY 100 ORDINARY
SHARES HELD

THE NEW ORDINARY SHARES WILL RANK PARI PASSU WITH THE EXISTING ORDINARY SHARES.
APPLICATION FOR LISTING

APPLICATION HAS BEEN MADE TO THE JOHANNESBURG STOCK EXCHANGE ( THE JSE ) FOR A
LISTING OF RENOUNCEABLE (NIL PAID) LETTERS OF ALLOCATION ( LETTERS OF

ALLOCATION ) AND THE 64 227 405 NEW ORDINARY SHARES TO BE ISSUED IN TERMS OF
THE RIGHTS OFFER.
IRREVOCABLE UNDERTAKINGS AND UNDERWRITING

IRREVOCABLE UNDERTAKINGS TO FOLLOW THEIR RIGHTS HAVE BEEN RECEIVED FROM THE
HOLDERS OF 68,9% OF THE ISSUED SHARE CAPITAL OF M-CELL. NASIONALE PERS BEPERK
AND JOHNNIES STRATEGIC INVESTMENT HOLDINGS LIMITED, A WHOLLY OWNED SUBSIDIARY
OF JOHNNIES INDUSTRIAL CORPORATION LIMITED, HAVE UNDERTAKEN TO JOINTLY
UNDERWRITE THE BALANCE OF THE RIGHTS OFFER.
DOCUMENTATION

THE RIGHTS OFFER CIRCULAR, IN WHICH WILL BE ENCLOSED THE LETTER OF ALLOCATION,
IS IN THE COURSE OF FINALISATION AND WILL, SUBJECT TO THE APPROVAL OF THE JSE,
BE SENT TO SHAREHOLDERS OF M-CELL ENTITLED THERETO ON FRIDAY 31 JULY 1998.
NOTICE OF LAST DAY TO REGISTER

SHAREHOLDERS OF M-CELL ARE REMINDED THAT THE LAST DAY TO REGISTER FOR THE
RIGHTS OFFER IS AT THE CLOSE OF BUSINESS ON FRIDAY 24 JULY 1998.
CONDITIONS PRECEDENT
THE RIGHTS OFFER IS CONDITIONAL, INTER ALIA, UPON:

(I) THE REGISTRATION BY THE REGISTRAR OF COMPANIES OF THE RIGHTS OFFER
DOCUMENTS, AND
(II) THE GRANTING BY THE JSE OF LISTINGS FOR:

-THE LETTERS OF ALLOCATION PERTAINING TO THE NEW ORDINARY SHARES

-THE NEW ORDINARY SHARES TO BE ISSUED PURSUANT TO THE RIGHTS OFFER.

A FURTHER ANNOUNCEMENT PROVIDING INFORMATION ON THE SALIENT DATES OF THE RIGHTS
OFFER WILL BE MADE ON 22 JULY 1998.
JOHANNESBURG
20 JULY 1998