MTN - MTN Group Limited - Announcement of infrastructure sharing strategy and

MTN - MTN Group Limited - Announcement of infrastructure sharing strategy and   
related joint Tower Company with American Tower Corporation in Ghana            
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share code: MTN                                                                 
ISIN code: ZAE000042164                                                         
("MTN" or "the Group")                                                          
ANNOUNCEMENT OF INFRASTRUCTURE SHARING STRATEGY AND RELATED JOINT TOWER COMPANY 
WITH AMERICAN TOWER CORPORATION IN GHANA                                        
1.   INFRASTRUCTURE SHARING STRATEGY                                            


    *    On 15 July 2010 the Group advised that it would increase its focus on  
         the following:                                                         
                                                                                
*    optimising efficiencies including infrastructure sharing,              
         standardisation of systems and processes, rationalisation of           
         suppliers, cost management and cash optimisation;                      
    *    monitoring infrastructure investments to ensure appropriate levels of  
capacity and quality of service, incorporating continued investment in 
         fibre and cable to service its evolving voice and data requirements;   
    *    continued engagement with regulatory authorities in the development    
         and refinement of the telecommunications sector in its markets;        
*    investigating options to meaningfully improve cash returns to          
         shareholders; and                                                      
    *    conclusion of the MTN Black Economic Empowerment ("BEE") transaction.  
    Since this announcement, MTN has declared and paid a maiden interim         
dividend and concluded its BEE transaction.                                 
    One of the key aspects of the Group strategy is to embark on an             
    infrastructure sharing initiative. MTN has in the recent past explored and  
    considered various permutations of the costs and benefits of passive        
infrastructure sharing in its key markets. MTN has now resolved to pursue   
    more extensive passive infrastructure sharing in general, whilst taking     
    into consideration the unique prevailing circumstances of its operations in 
    each market.  This is with a view to MTN ultimately establishing a tower    
holding company at sub-Saharan Africa level. The Ghanaian market presents   
    an ideal opportunity to commence pursuing the Group`s medium term           
    objectives with respect to its towers.                                      
2.   JOINT TOWERCO IN GHANA                                                     
MTN and American Tower Corporation ("ATC") have today announced that they   
    have entered into a definitive agreement for the establishment of a joint   
    initiative in Ghana ("TowerCo Ghana"). ATC is a leading owner, operator and 
    developer of wireless and broadcast communications sites and currently owns 
and operates approximately 33,000 communications sites in the United        
    States, Brazil, Chile, Colombia, India, Mexico and Peru. TowerCo Ghana,     
    which will be managed by ATC, will be at least 98.5% owned by a holding     
    company of which a wholly owned ATC subsidiary will hold a 51% share and a  
wholly owned MTN Group subsidiary a 49% share.  The transaction involves    
    the sale of up to 1,876 of MTN Ghana`s existing sites to TowerCo Ghana for  
    an agreed purchase price of $428.3m. This requires ATC to pay up to         
    approximately $218.5 million for its 51% stake in the holding company.      
MTN Ghana will be the anchor tenant, on commercial terms, on each of the    
    towers being purchased. In addition, TowerCo Ghana is expected to build at  
    least 400 more sites for both MTN Ghana and other wireless operators in     
    Ghana over the next five years.  MTN Group, ATC and MTN Ghana expect to     
close the transaction by early 2011, subject to customary closing           
    conditions.                                                                 
    The agreement with ATC builds on an existing relationship between ATC and   
    MTN. In February 2010 ATC and MTN Ghana entered into a marketing and        
services agreement which provided for ATC to assist MTN Ghana in            
    commercialising its tower portfolio and entering into passive               
    infrastructure sharing lease arrangements with operators in Ghana. The      
    marketing agreement in Ghana will be superseded by the agreements referred  
to above on closing of the transaction.                                     
Fairland                                                                        
6 December 2010                                                                 
Sponsor                                                                         
Deutsche Securities (SA) (Proprietary) Limited                                  
Financial Advisers                 Legal Advisers                               
Citigroup Global Markets Limited   Freshfields Bruckhaus Deringer LLP           
Joint Independent Financial Advisers to MTN Group Board on Ghana Transaction    
Barclays Capital                   Absa Capital                                 
Date: 06/12/2010 08:30:01 Supplied by www.sharenet.co.za                     
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