SENS Note - 24 May 2001

M-Cell/Johnnic/Johncom restructure

The board of Johnnic and Johncom have proposed that Johncom will distribute in specie substantially all of its shareholding in M-Cell to its shareholders. Johncom will distribute all of its shareholding in M-Cell to its shareholders. Johncom holds about 34.4% of M-Cell's issued share capital and it is valued at approximately R13.3bn. The Johncom unbundling will result in Johncom shareholders receiving 530 M-Cell shares for every 100 Johncom shares held on 6 Jul 01. The unbundling ratio includes Johncom's contingent liabilities to Johncom option holders in respect of the current Johncom share scheme. Share certificates in respect of the unbundling shares will be issued and posted on 9 Jul 01. The unbundling is subject to the approval by Johncom shareholders, the JSE, SRP, and the SARS.

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