MTN GROUP LIMITED - ANNOUNCEMENT

MTN GROUP LIMITED - ANNOUNCEMENT                                                
MTN Group Limited                                                               
(formerly M-Cell Limited)                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration Number 1994/009584/06)                                            
(Share code MTN ISIN ZAE000042164)                                              
("MTN Group" or "the company")                                                  
PURCHASE OF AN 18.7% SHAREHOLDING IN MTN GROUP BY NEWSHELF 664 (PTY) LIMITED    
(THE "PURCHASER") AND FURTHER CAUTIONARY                                        
Further to the cautionary announcement dated 18 November 2002, the company has  
been informed by the purchaser that Transnet Limited, on behalf of Ice Finance  
BV, the holder of approximately 18.7% of the issued share capital of MTN Group, 
has agreed to sell its shareholding to the purchaser (the "sale").              
MTN Group has been informed further that:                                       
the purchaser is a company whose ordinary shares will be indirectly held for the
benefit of staff who are currently beneficiaries of the MTN Group share trust;  
the sale will further enhance the South African black economic empowerment and  
employee ownership profile of MTN Group;                                        
this beneficial interest in shares in the MTN Group is structured such that     
benefits will accrue to participants on a long-term vesting basis;              
certain financiers will also hold long-term beneficial economic interests in the
purchaser;  and                                                                 
the sale is subject to conditions precedent being met by 3 December 2002 (or    
such later date as the parties may mutually agree).                             
Notwithstanding that the company is not a party to the sale and that the company
is not providing any financial assistance for the sale, the company has         
established a committee of independent non-executive directors of MTN Group to  
consider the impact of the sale on the MTN Group.This committee has in turn     
appointed legal and financial advisers to advise on the implications of the sale
for the MTN Group.                                                              
Shareholders are advised to continue to exercise caution when dealing in their  
MTN Group shares until the company announces that it has been advised that the  
conditions precedent to the sale have been met.                                 
Sandton                                                                         
26 November 2002                                                                
Financial Adviser to     Investment bank to the      Sponsor                    
Independent Directors    purchaser                                              
of MTN Group                                                                    
- Deloitte & Touche       NIB                        -  Merrill Lynch           
Corporate Finance                                                               
                         Nedcor Investment Bank      Merrill Lynch South        
                         Limited                     Africa (Pty) Limited       
Legal adviser to         Legal adviser to the                                   
Independent Directors    purchaser                                              
of MTN Group                                                                    
Werksmans                 ENF                                                   
                         Edward Nathan and Friedland                            
(Pty)                                                  

                         Limited                                                
Date: 26/11/2002 05:14:32 PM Supplied by www.sharenet.co.za                     
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