| SENS Note - 15 January 2003 |
| MTN Group Limited - PURCHASE OF AN 18,7% SHAREHOLD |
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MTN Group Limited (formerly M-Cell Limited) (Incorporated in the Republic of South Africa) (Registration number 1994/009584/06) (Share code MTN ISIN ZAE000042164) ("the MTN Group" or "the company") PURCHASE OF AN 18,7% SHAREHOLDING IN MTN GROUP BY NEWSHELF 664 (PROPRIETARY) LIMITED ("THE PURCHASER") AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the cautionary announcement dated 18 November 2002 and the subsequent announcements dated 26 November 2002, 5 December 2002 and 9 December 2002 regarding the proposed sale by Transnet Limited, on behalf of Ice Finance BV, of approximately 18,7% of the issued share capital of the MTN Group to the purchaser ("the sale"). Shareholders were advised inter alia, that a committee had been established made up of independent non-executive directors of the company in order to consider the impact of the sale on the MTN Group, notwithstanding that the MTN Group was not a party to the sale and did not provide any form of financial assistance for the sale. Having reviewed the sale agreement and all other relevant documentation, the committee has determined that the sale will not have an adverse impact on the MTN Group. Shareholders are now advised that as all the conditions to the sale have been fulfilled, they are no longer required to exercise caution when dealing in their MTN Group shares in respect of this transaction. This withdrawal of cautionary announcement does not affect the further cautionary announcement dated 8 January 2003 and shareholders must continue exercising caution in that regard. Sandton 15 January 2003 Financial adviser to independent directors of the MTN Group Deloitte & Touche Corporate Finance Investment bank to the purchaser Nedbank Corporate Sponsor Merrill Lynch Global Markets & Investment Banking Group Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Securities Exchange South Africa Legal adviser to independent directors of the MTN Group Werksmans Incorporated (Registration number 1990/007215/21) Legal adviser to the purchaser Edward Nathan & Friedland (Pty) Ltd Corporate Law advisers & Consultants (Registration number 1999/026464/07) Date: 15/01/2003 12:24:00 PM Produced by the JSE SENS Department |
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