ATR - Africa Cellular Towers Limited - Shareholders` update regarding the

ATR - Africa Cellular Towers Limited - Shareholders` update regarding the       
restructuring of the IDC funding of R99 Million, proposed rights offer and      
restructuring of debt, legal action taken by a creditor against Actowers and    
further cautionary announcement                                                 
AFRICA CELLULAR TOWERS LIMITED                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 2000/027374/06)                                            
JSE code: ATR                                                                   
ISIN: ZAE000088084                                                              
("ACTowers" or "the company")                                                   
SHAREHOLDERS` UPDATE REGARDING THE RESTRUCTURING OF THE IDC FUNDING OF R99      
MILLION, PROPOSED RIGHTS OFFER AND RESTRUCTURING OF DEBT, LEGAL ACTION TAKEN    
BY A CREDITOR AGAINST ACTOWERS AND FURTHER CAUTIONARY ANNOUNCEMENT              
Further to the cautionary announcements issued by the company, the latest of    
which was dated 26 April 2012, shareholders are advised that agreement in       
principle was reached between the company and the IDC in terms of which the     
IDC would restructure its funding line of R99 million subject to certain        
conditions precedent and more specifically that the company secure an equity    
partner to underwrite a rights issue. The company has received a letter of      
intent from a funder to underwrite such rights offer to the extent of R7.5      
million and the final decision by the IDC Credit Committee regarding the        
restructuring of its funding is expected by 25 May 2012.  If successfully       
concluded, the restructuring will provide the company with additional working   
capital of R51 million.                                                         
The directors of the company are considering the implementation of a rights     
offer after the finalisation of the restructuring of the IDC funding. As part   
of the IDC funding and the rights issue the company will enter into             
discussions with the secured and concurrent creditors for the purpose of        
restructuring the Balance Sheet of the company                                  
INTER-DEPENDENCY AND DEADLINE:                                                  
The above matters are all inter-dependent and the company anticipates that      
they will be resolved by 28 May 2012.                                           
LEGAL ACTION TAKEN BY A CREDITOR AGAINST ACTOWERS                               
A creditor served a liquidation application against ACTowers on 14 May 2012.    
The company is seeking legal advice in regard to these proceedings and a        
further announcement will be made in this regard.                               
FURTHER CAUTIONARY ANNOUNCEMENT                                                 
Shareholders are advised to continue exercising caution when dealing in the     
company`s securities until a further announcement in respect of the above       
matters is made.                                                                
JOHANNESBURG                                                                    
16 May 2012                                                                     
Designated Adviser                                                              
Vunani Corporate Finance                                                        
Date: 16/05/2012 15:05:15 Supplied by www.sharenet.co.za                     
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