SENS Note - 03 October 2006

MTN to acquire extra 6.98% interest in MTN Nigeria

MTN, acting through its wholly-owned subsidiary, MTN International (Mauritius) Ltd ("MTN International"), intends to acquire a 6.98% interest in its major subsidiary, MTN Nigeria Communications Ltd ("MTN Nigeria") from certain minority shareholders which include Celtelecom Investments Ltd, Celtel Funded Shares Ltd, Universal Communications Ltd, SASPV Ltd, N-Cell Ltd, Hermitage Overseas Corporation, Mobile Communications Holding Ltd and Mobile Communications Invest Ltd ("the SPVs"). Various agreements have been signed between MTN Nigeria, MTN International, MTN, the SPVs and the Minority Shareholders on 15 August 2006 ("the transaction agreements") which are still subject to certain technical conditions precedent. The acquisition will increase MTN's shareholding in MTN Nigeria to 81.87%. In terms of the transaction agreements, each of the SPVs will sell its part of the sale equity (made up of ordinary shares in the share capital of MTN Nigeria with a nominal value of Naira 1.00 each and linked shareholder loans of USD0.9925579 each ("linked units")) to MTN International which will purchase such sale equity as one indivisible transaction on and with effect from the effective date. The aggregate sale equity comprises 28 085 156 linked units ("the sale equity"). The purchase consideration payable by MTN is USD12.424 per linked unit representing a total purchase consideration of USD348 929 978.14. The effective date will be the fifth business day after the date on which the last of the conditions precedent is fulfilled or waived, which is currently anticipated to be 16 October 2006. The purchase consideration shall be paid on the effective date as follows: by a payment of USD287 760 749.59 in cash; and by the issue of 6 093 463 ordinary shares in MTN ("MTN consideration shares") in respect of the remaining purchase consideration. The cash portion of the purchase consideration will be financed through cash resources available within MTN as well as utilising available banking facilities. USD15 082 114.80 of the cash settlement amount will be utilised to off-set a portion of the outstanding loan accounts the minority shareholders had with MTN International reducing the cash obligation to USD272 678 634.79. The share portion of the purchase consideration will be settled through a new issue of MTN shares under the general authority granted to the directors of MTN at the annual general meeting held on 13 June 2006.

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