Purchase of an 18.7% shareholding in MTN Group by Newshelf 664 and further

Purchase of an 18.7% shareholding in MTN Group by Newshelf 664 and further      
cautionary 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 ("the Purchase") by Newshelf 664 
(Proprietary) Limited ("the Purchaser") and further cautionary announcement     
Further to the cautionary announcements dated 26 November 2002 and 5 December   
2002 the company has been informed by the Purchaser, which is a company whose   
ordinary shares will be indirectly held predominantly for the benefit of staff  
who are currently beneficiaries of the MTN Group share trust, that a sale       
agreement has been signed, and the purchase is now subject only to the          
fulfilment of certain conditions precedent.                                     
Having regard to the company`s corporate governance procedures, an independent  
committee of directors of the company ("the independent committee") was         
established to assess the impact of the Purchase on the company and its         
subsidiaries. The independent committee is satisfied that, subject to final     
review of the sale agreement and other relevant documentation, it is not forseen
that the Purchase will have an adverse impact on the company and its            
subsidiaries.                                                                   
Shareholders are accordingly advised to continue to exercise caution when       
dealing in their MTN Group shares until the company announces that it has been  
advised that the remaining conditions precedent to the Purchase have been       
fulfilled.                                                                      
Sandton                                                                         
9 December 2002                                                                 
Financial Adviser to    Investment bank to the   Sponsor                        
Independent Directors   purchaser                                               
of MTN Group                                                                    
Deloitte & Touche       Nedcor Investment Bank   Merrill Lynch                  
Corporate Finance       Limited                  South Africa                   
                                                 (Pty) Limited                  
Legal adviser to        Legal adviser to the                                    
Independent Directors   purchaser                                               
of MTN Group                                                                    
Werksmans               Edward Nathan and                                       
Friedland (Pty)                                         

                        Limited                                                 
Date: 09/12/2002 04:59:00 PM Supplied by www.sharenet.co.za                     
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