SENS Note - 29 June 2006
MTN -- first closing of Investcom offer
 
MTN Group has announced that the offer to Investcom LLC ("Investcom") shareholders to acquire the entire issued share capital of Investcom has been extended to 5.00 p.m. (Dubai time) on 12 July 2006. As previously announced, the MTN Group cash and share alternative will only remain open until 5.00 p.m. (Dubai time) on 12 July 2006.

MTN Group further announced that as at 5.00 p.m. (Dubai time) on Wednesday, 28 June 2006, the first closing date of the offer, it has received valid acceptances of the offer in respect of 1 120 281 524 Investcom shares (representing approximately 78.1% of the issued share capital of Investcom.

In addition, as at 5.00 p.m. (Dubai time) on 28 June 2006, The Bank of New York (as Tender Agent to the offer has received irrevocable instructions to participate in the offer in respect of 268 030 665 Investcom shares represented by 53 606 133 Investcom GDSs (representing approximately 18.7% of the issued share capital Investcom). As at 5.00 p.m. (Dubai time) on 28 June 2006, MTN Group has not received a valid acceptance of the offer in respect of any of these Investcom Shares represented by the Investcom GDSs. It is expected that, pursuant to the terms of the Tender Agent Agreement, The Bank of New York will accept into the offer the Investcom shares that it has received instructions in relation to when the offer is declared unconditional in all respects.

Accordingly, the aggregate valid acceptances and instructions to The Bank of New York to accept the Offer have been received in respect of a total of 1 388 312 189 Investcom shares (representing approximately 96.7% of the issued share capital of Investcom). Of those acceptances or instructions, elections to participate in the MTN Group cash and share alternative have been received in respect of a total of 1 013 875 914 Investcom Shares (representing approximately 70.6% of the issued share capital of Investcom). MTN Group shareholders are further advised that further announcements will be made in due course in relation to the fulfilment or waiver of the remaining conditions to which the offer is subject.
 
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