MTN - MTN Group - Further Announcement Relating To The Proposed Acquisition Of

MTN - MTN Group - Further Announcement Relating To The Proposed Acquisition Of  
    Newshelf 664 (Proprietary) Limited And MTN`s Proposed Black Economic        
         Empowerment Transaction                                                
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share code:  MTN & ISIN:  ZAE000042164                                          
("MTN" or "the Company")                                                        
FURTHER ANNOUNCEMENT RELATING TO THE PROPOSED ACQUISITION OF NEWSHELF 664       
(PROPRIETARY) LIMITED AND MTN`S PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTION 
In an announcement dated 15 December 2008, published on SENS and in the press,  
MTN shareholders were advised that MTN and Public Investment Corporation Limited
("PIC") had entered into a memorandum of understanding ("MOU") recording the    
salient terms and conditions for the acquisition of Newshelf 664 (Proprietary)  
Limited by MTN from PIC and related matters ("Newshelf Acquisition") and that   
MTN planned to implement a new Black Economic Empowerment transaction ("BEE     
Transaction") during the first half of 2009.                                    
MTN shareholders are advised that, in light of the severe constraints in current
financial markets, the board of directors of MTN ("Board") has determined that  
it is presently not in the best interests of the Company, its shareholders and  
the BEE investors to implement the proposed BEE Transaction during the first    
half of 2009 as originally planned. The Board remains fully committed to        
implementing the BEE Transaction at the appropriate time.                       
The Board believes that it remains in the best interests of MTN to implement the
Newshelf Acquisition and, subject to concluding the relevant agreements, will be
tabling the transaction for shareholder approval as soon as practicable. The    
legal agreements necessary to implement the Newshelf Acquisition are in the     
process of being finalised and a further announcement containing the final terms
of the Newshelf Acquisition will be made, and circular to shareholders posted,  
in due course.                                                                  
Fairland                                                                        
17 February 2009                                                                
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (a division of FirstRand Bank Limited)                       
Legal and tax adviser                                                           
Webber Wentzel                                                                  
Legal adviser to MTN`s independent directors                                    
Werksmans Attorneys                                                             
Joint reporting accountants and auditors                                        
PricewaterhouseCoopers Inc.                                                     
SizweNtsaluba VSP                                                               
Sponsor                                                                         
Deutsche Securities (SA) (Proprietary) Limited                                  
Date: 18/02/2009 07:05:04 Supplied by www.sharenet.co.za                     
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