JOHNNIC/JOHNCOM/M-CELL - FURTHER CAUTIONARY ANNOUNCEMENT

JOHNNIC HOLDINGS LIMITED

  (FORMERLY JOHNNIES INDUSTRIAL CORPORATION LIMITED)
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1889/000429/06)
  ("JOHNNIC")
JOHNNIC COMMUNICATIONS LIMITED
  (FORMERLY OMNI MEDIA CORPORATION LIMITED)
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1889/000352/06)
  ("JOHNCOM")
M-CELL LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1994/009584/06)
  ("M-CELL")
(COLLECTIVELY "THE JOHNNIC GROUP")
FURTHER CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION

FURTHER TO THE CAUTIONARY ANNOUNCEMENT DATED 6 DECEMBER 2000, STANDARD
CORPORATE AND MERCHANT BANK IS AUTHORISED TO ANNOUNCE THAT THE BOARDS OF
DIRECTORS OF JOHNNIC AND JOHNCOM HAVE APPROVED THE FURTHER RESTRUCTURING OF THE
JOHNNIC GROUP ("THE PROPOSED RESTRUCTURING"). THE FIRST PHASE OF THE PROPOSED
RESTRUCTURING WILL, SUBJECT TO THE REQUISITE APPROVALS, INCLUDE THE UNBUNDLING
OF JOHNCOM OUT OF JOHNNIC. AS PART OF THE PROPOSED RESTRUCTURING, CERTAIN
NEGOTIATIONS REGARDING M-CELL ARE ONGOING.
2. RATIONALE

THE PROPOSED RESTRUCTURING WILL PERPETUATE THE SIGNIFICANT BLACK ECONOMIC
EMPOWERMENT PARTICIPATION IN THE JOHNNIC GROUP AND IS LIKELY TO UNLOCK VALUE
FOR THE JOHNNIC GROUP SHAREHOLDERS BY:

* ELIMINATING THE DOUBLE PYRAMID STRUCTURE OF THE JOHNNIC GROUP; AND
* INCREASING THE LIQUIDITY OF THE JOHNCOM SHARES;

THEREBY REDUCING THE DISCOUNT AT WHICH THE JOHNCOM SHARES TRADE ON THE JSE
SECURITIES EXCHANGE SOUTH AFRICA.
3. CAUTIONARY ANNOUNCEMENT

THE PROPOSED RESTRUCTURING, IF IMPLEMENTED, MAY HAVE A MATERIAL EFFECT ON THE
SHARE PRICES OF THE COMPANIES WITHIN THE JOHNNIC GROUP. ACCORDINGLY,

SHAREHOLDERS ARE ADVISED TO CONTINUE EXERCISING CAUTION WHEN DEALING IN THE
RESPECTIVE COMPANIES' SHARES UNTIL A FURTHER ANNOUNCEMENT IS MADE.
JOHANNESBURG
9 JANUARY 2001
MERCHANT BANKS
  SCMB
  STANDARD CORPORATE AND MERCHANT BANK

  (A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
  (REGISTRATION NUMBER 1962/000738/06)
  INVESTEC CORPORATE FINANCE
  INVESTEC BANK LIMITED
  (REGISTRATION NUMBER 1969/004763/06)
LEGAL ADVISER
  WEBBER WENTZEL BOWENS
TAX ADVISERS
DELOITTE & TOUCHE
FINSTRUCT FINANCIAL SERVICES