ACQUISITION BY M-CELL OF A 23% INTEREST IN MTN

M-CELL LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1994/009584/06)
("M-CELL")

ACQUISITION BY M-CELL OF A 23% INTEREST IN MOBILE TELEPHONE NETWORKS

HOLDINGS (PROPRIETARY) LIMITED ("MTN HOLDINGS") FROM TRANSNET LIMITED
("TRANSNET")
1.  INTRODUCTION

STANDARD CORPORATE AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT M-CELL HAS
REACHED AGREEMENT WITH TRANSNET TO ACQUIRE 117 647 060 MTN HOLDINGS SHARES
TOGETHER WITH ALL CLAIMS ON LOAN ACCOUNT AGAINST MTN HOLDINGS ("THE

ACQUISITION"), IN EXCHANGE FOR THE ISSUE OF 366 000 000 NEW ORDINARY M-CELL
SHARES AT AN ISSUE PRICE OF R33,00 PER SHARE.
2.  RATIONALE FOR THE ACQUISITION

THE ACQUISITION REPRESENTS THE FINAL STEP IN THE CONSOLIDATION OF MTN HOLDINGS
INTO M-CELL AS APPROVED BY SHAREHOLDERS ON 29 APRIL 1999 AND POSITIONS M-CELL
AND MTN HOLDINGS TO TAKE ADVANTAGE OF FUTURE TELECOMMUNICATIONS OPPORTUNITIES
IN SOUTH AFRICA AND THE REST OF AFRICA, AS THESE ARISE.
3.  FINANCIAL EFFECTS OF THE ACQUISITION

THE FINANCIAL EFFECTS OF THE ACQUISITION ON THE HEADLINE EARNINGS PER SHARE
("HEADLINE EPS"), ATTRIBUTABLE EARNINGS PER SHARE ("ATTRIBUTABLE EPS") AND NET
ASSET VALUE ("NAV") ATTRIBUTABLE TO AN M-CELL ORDINARY SHARE, BEFORE AND AFTER
THE ACQUISITION, HAVE BEEN CALCULATED BASED ON THE LATEST PUBLISHED RESULTS FOR
THE YEAR ENDED 31 MARCH 2000, USING THE FOLLOWING ASSUMPTIONS:

3.1  FOR THE PURPOSE OF THE HEADLINE EPS AND THE ATTRIBUTABLE EPS CALCULATION,
IT HAS BEEN ASSUMED THAT THE ACQUISITION HAS BEEN EFFECTIVE FROM 1 APRIL 1999;
3.2  IN ACCORDANCE WITH NEW SOUTH AFRICAN ACCOUNTING STANDARDS EFFECTIVE FOR
PERIODS COMMENCING AFTER 1 JANUARY 2000, GOODWILL OF R11,5 BILLION ARISING ON
THE ACQUISITION WILL BE AMORTISED OVER 20 YEARS. THE ANNUAL AMORTISATION CHARGE
OF R575 MILLION WILL BE REFLECTED IN THE INCOME STATEMENT; AND

3.3  FOR THE PURPOSE OF THE NAV CALCULATION, IT HAS BEEN ASSUMED THAT THE
ACQUISITION WAS IMPLEMENTED ON 31 MARCH 2000, BEING THE DATE OF M-CELL'S LATEST
FINANCIAL YEAR-END.

BASED ON THE ABOVE ASSUMPTIONS, THE PRO FORMA FINANCIAL EFFECTS ARE SHOWN IN
THE TABLE BELOW:

                                  BEFORE            AFTER

                                  PER M-CELL SHARE  PER M-CELL SHARE  CHANGE
                                  (CENTS)           (CENTS)           (%)
HEADLINE EPS                      50,7              50,8              0,2
ATTRIBUTABLE EPS                  50,7              13,1              (74,2)
ATTRIBUTABLE EPS

(EXCLUDING GOODWILL)              50,7              50,8

GOODWILL AMORTISATION             -                 (37,7)

NAV                               154               867               463,0
NAV (EXCLUDING GOODWILL)          154               154

GOODWILL ARISING ON ACQUISITION   -                 713
JOHANNESBURG
10 JULY 2000
MERCHANT BANK
SCMB
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 1962/000738/06)
ATTORNEYS
WEBBER WENTZEL BOWENS
SPONSORING BROKER
MERRILL LYNCH SOUTH AFRICA (PTY) LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 1995/001805/07