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Investcom LLC (INVT)

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Tuesday 02 May, 2006

Investcom LLC

Offer for Investcom LLC

Investcom LLC
02 May 2006

Offer for investcom LLC

  Not for release, publication or distribution in or into the United States of
                      America, Canada, Australia or Japan

                                                                     02 May 2006

                               Recommended offer

                                       by

                     MTN INTERNATIONAL (MAURITIUS) LIMITED
                               ('MTN Mauritius')

                          a wholly-owned subsidiary of

                               MTN GROUP LIMITED
                                 ('MTN Group')

                               for INVESTCOM LLC
                                 ('Investcom')

Summary

•                    The boards of directors of MTN Group and Investcom announce
that they have reached agreement on the terms of a recommended cash offer with a
partial share alternative for Investcom.  Subject to the Pre-Conditions, the
Offer will be made by MTN Mauritius (a wholly-owned subsidiary of MTN Group)
whose undertakings and obligations will be guaranteed by MTN Group.

•                    The Offer will be US$3.85 in cash for each Investcom Share.
  The Offer values each Investcom GDS (evidenced by a Global Depository Receipt)
representing five Investcom Shares at US$19.25 and values Investcom's existing
issued share capital at approximately US$5,526 million.

•                    The value of the Offer represents a premium of
approximately 27 percent to the Investcom closing price of US$15.15 per
Investcom GDS on 28 April 2006 (the last practicable date prior to this
announcement).

•                    An MTN Group Share Alternative will be available pursuant
to which Investcom Shareholders (other than certain Restricted Shareholders)
will be able to elect to receive in aggregate New MTN Group Shares as an
alternative for up to approximately 36% of the cash consideration which would
otherwise be receivable under the Offer on the basis of one New MTN Group Share
for every US$9.79 of cash consideration which would otherwise be receivable
under the Offer.  A maximum number of 204.3 million New MTN Group Shares will be
available pursuant to the MTN Group Share Alternative.

•                    MTN Mauritius has received an irrevocable undertaking to
accept the Offer from Investcom's largest shareholder, M1, in respect of
1,013,572,574 Investcom Shares representing approximately 70.6 percent of
Investcom's existing issued ordinary share capital.

•                    MTN Group believes that the Offer has compelling strategic,
operational and financial logic.  MTN Group also believes that the MTN Group
Share Alternative enables Investcom Shareholders to participate in the
anticipated benefits of the combination of MTN Group and Investcom, which
include:

-                    Positioning the enlarged MTN Group as a leading
emerging markets mobile operator with:

-                      population under licence on a combined basis of
approximately 488 million across 21 countries; and

-                      over 28 million subscribers on a proforma basis as at 31
December 2005;

-                    Confirming MTN Group's position as a leading
regional consolidator of emerging mobile assets in a dynamic market environment;

-                    Enhancing MTN Group's financial growth profile and
diversifying its revenues and earnings; and

-                    Offering the potential for increased revenue and
reduced costs through regional cross-selling opportunities, enhanced economies
of scale, technology and product sharing and the alignment of a centralised
procurement system.

•                    The making of the Offer is subject to Pre-Conditions which
relate to the obtaining of certain regulatory approvals, and the absence of
significant conditions or obligations imposed by the regulatory authorities in
Investcom's four largest operating markets.  Unless MTN Mauritius obtains a time
extension from the DFSA, it must make its Offer by 23 May 2006 unless a
regulatory authority has refused to grant the relevant approval or has
intervened in certain respects and MTN Mauritius has accordingly elected not to
make the Offer.

•                    Commenting on the Offer, Phuthuma Nhleko, Chief Executive
Officer of MTN Group said:

'We are delighted with this transaction, as it delivers the next stage in MTN
Group's emerging markets growth strategy.  MTN Group and Investcom have a shared
vision to be the leader in developing markets and both companies have already
shown good progress individually in this regard.

This well-considered partnership entrenches our leadership in telecommunications
in Africa and the Middle East and will optimise value for our shareholders.  It
also substantially enhances MTN's growth prospects, securing a number of
important new markets for the MTN Group.'

•                    Commenting on the Offer, Azmi Mikati, Chief Executive
Officer of Investcom said:

'We believe this transaction represents the ideal platform for Investcom to
realise its goal of being a leading emerging markets telecommunications
enterprise.  We strongly believe that the combined group has a very exciting
future.  The proposed transaction offers our shareholders the opportunity to
participate in the growth of the number one telecommunications group in the
region, with a complementary geography and a scale of assets second to none.'

This summary should be read in conjunction with the attached announcement.

There will be a joint press and analysts' briefing at 12.00 noon today at MTN
Innovation Centre, 216 14th Avenue, Fairlands, 2195 South Africa.

Enquiries

MTN Group               +27 11 912 4067
Phuthuma Nhleko
Rob Nisbet

Deutsche Bank           +44 207 545 8000
Carl Tack
Amrit Singh

First Africa            +27 11 669 6300
Kofi Adjepong-Boateng

Investcom               +961 1 35 6666
Azmi Mikati
Jean-Francois Beaudouin

Citigroup               +44 207 986 6000
Bill Kennish
Ragnar Meitern

This announcement does not constitute an offer to sell or an invitation to
purchase any securities.  The Offer, subject to the Pre-Conditions, will be made
solely by means of the Offer Document and the acceptance forms accompanying the
Offer Document, which will contain the full terms and conditions of the Offer
including details of how it may be accepted.

Deutsche Bank and First Africa are acting exclusively for MTN Group and MTN
Mauritius and no-one else in connection with the Offer and will not be
responsible to anyone other than MTN Group and MTN Mauritius for providing the
protections afforded to clients of Deutsche Bank and First Africa (respectively)
nor for providing advice in relation to the Offer.

Citigroup is acting exclusively for Investcom and no-one else in connection with
the Offer and will not be responsible to anyone other than Investcom for
providing the protections afforded to clients of Citigroup nor for providing
advice in relation to the Offer.

The Offer, including the MTN Group Share Alternative, is not being made and will
not be made, directly or indirectly, in or into and is not and will not be
capable of acceptance in or from Canada, Australia or Japan.  In addition the
Offer, including the MTN Group Share Alternative, is not being made and will not
be made, directly or indirectly, in or into, or by use of the mails or any means
or instrumentality (including, without limitation, facsimile transmission,
electronic mail, telex, telephone or internet) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States or
to US Persons as defined in Regulation S of the Securities Act (each a 'US
Person') and the Offer (including, without limitation, the MTN Group Share
Alternative) is not and will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent to any US Person or in or into or
from the United States, Canada, Australia or Japan.  Custodians, nominees and
trustees should observe these restrictions and should not send or distribute
this announcement in or into the United States, Canada, Australia or Japan.

The New MTN Group Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act nor under any
laws of any jurisdiction of the United States.  Neither the US Securities and
Exchange Commission nor any US state securities commission has approved or
disapproved of the New MTN Group Shares offered in connection with the Offer, or
determined if this announcement is accurate or complete.  Any representation to
the contrary is a criminal offence.  No prospectus in relation to MTN Group, MTN
Mauritius or the New MTN Group Shares offered in connection with the Offer has
been approved by the competent authority of any EEA State; the relevant
clearances have not been, and will not be, obtained from the securities
commission of any province of Canada and no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance.  Accordingly, the MTN Group Share Alternative will
not be made, directly or indirectly, in or into and will not be capable of
acceptance in or from and the New MTN Group Shares may not be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into (unless in
each case an exemption under the relevant securities laws is applicable) any EEA
State, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in the any EEA State, Canada, Australia or Japan.  The MTN Group Share
Alternative is only directed to persons in the EEA who are 'qualified investors'
as defined in Article 2(1)(e) of Directive 2003/71/EC (the Prospective
Directive).

This statement relates to an Exempt Offer  in accordance with the Offered
Securities Rules of the DFSA.  This statement is intended for distribution only
to Persons of a type specified in those rules.  It must not be delivered to, or
relied on by, any other Person.  The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers.  The DFSA has not
approved this document not taken steps to verify the information set out in it,
and has no responsibility for it.  The securities to which this document relates
may be illiquid and/or subject to restrictions on their resale.  Prospective
purchasers of the securities offered should conduct their own due diligence on
the securities offered should conduct their own due diligence on the securities.

If you do not understand the contents of this document you should consult an
authorised financial adviser.


Not for release, publication or distribution in or into the United States of
America, Canada, Australia or Japan

                                                                     02 May 2006

                               Recommended offer

                                       by

                     MTN INTERNATIONAL (MAURITIUS) LIMITED
                               ('MTN Mauritius')

                          a wholly-owned subsidiary of

                               MTN GROUP LIMITED
                                 ('MTN Group')

                               for INVESTCOM LLC
                                 ('Investcom')

1.                  Introduction

The boards of directors of MTN Group and Investcom announce that they have
reached agreement on the terms of a recommended cash offer with a partial share
alternative for Investcom. Subject to the Pre-Conditions, the Offer will be made
by MTN Mauritius (a wholly-owned subsidiary of MTN Group), to acquire the whole
of the issued and to be issued share capital of Investcom not already held by
MTN Group or any of its Associates.  MTN Mauritius' undertakings and obligations
will be guaranteed by MTN Group.

The Offer will be US$3.85 in cash for each Investcom Share.  The Offer values
each Investcom GDS (evidenced by a Global Depository Receipt, representing five
Investcom Shares) at US$19.25 and values Investcom's existing issued share
capital at approximately US$5,526 million. This assumes that there are
1,435,257,519 Investcom Shares in issue as at the date of this announcement and
that no further Investcom Shares or rights over Investcom Shares will be
allotted, issued and/or granted during the period from the date of this
announcement until the date that the Offer closes.

The value of the Offer represents a premium of 27 percent to the Investcom
Closing Price of US$15.15 per Investcom GDS on 28 April 2006 (the last
practicable date prior to this announcement).

An MTN Group Share Alternative will also be available to Investcom Shareholders
who validly accept the Offer (other than certain Restricted Shareholders).

The directors of Investcom, who have been so advised by Citigroup, consider the
terms of the Offer to be fair, from a financial point of view.  Accordingly, the
directors of Investcom intend unanimously to recommend Investcom Shareholders to
accept the Offer.

2.                  Irrevocable Undertaking and Other Arrangements

MTN Mauritius has received an irrevocable undertaking to accept the Offer from
Investcom's largest shareholder, M1 (which is a company wholly-owned by two
directors of Investcom), in respect of 1,013,572,574 Investcom Shares,
representing approximately 70.6 percent of Investcom's existing issued ordinary
share capital.  M1 has undertaken to elect to receive the maximum number of New
MTN Group Shares available to it under the MTN Group Share Alternative.  The
undertaking from M1  will cease to be binding only if the Pre-Conditions are not
satisfied or the Offer lapses or is withdrawn and remains binding in the event
that a higher competing offer for Investcom is made.

MTN Mauritius and M1 have entered into an agreement, whereby M1 has provided
certain warranties and undertakings to MTN Mauritius in relation to Investcom
and its shareholding therein and has agreed to provide collateral (in the form
of cash and/or shares) valued at US$400,000,000 as security for its potential
liability under the agreement.  M1 also undertook to lock-up (i.e. not deal in)
the MTN Group securities issued to it in connection with the Offer, for a period
of 14 months after the issue of the relevant securities.

MTN Mauritius, M1 and the Mikatis have also entered into an agreement whereby M1
and the Mikatis have each undertaken not to compete with MTN Group in certain
territories for a period of between 1-2 years (depending on the relevant
territory) after the Offer has become wholly unconditional. M1 and the Mikatis
have further undertaken not to (without MTN Group's prior written consent)
acquire MTN Group Shares if as a result of such acquisition(s), they would hold
more than 9.9% in aggregate of MTN Group's share capital nor any other further
securities, or interests in any securities, in MTN Group during the first year
after the Offer has become wholly unconditional and not to acquire such
securities (or interests in such securities) during the second year after the
Offer has become wholly unconditional to the extent that it would directly or
indirectly hold 20% or more of MTN Group's shares.  Further, until the second
anniversary of the Offer becoming wholly unconditional, M1 and the Mikatis shall
vote in accordance with the recommendation of the board of directors of MTN
Group on any shareholder resolution regarding a transaction that may lead to a
change of control of MTN Group.

3.                  The Offer

The Offer, which will be subject to the Pre-Conditions set out in Appendix 1 and
the conditions and further terms set out in Appendix 2 and to be set out in the
Offer Document, will be made on the following basis:

for each Investcom Share                                      US$3.85 in cash
which is equivalent to:
for each Investcom GDS                                        US$19.25 in cash



4.                  MTN Group Share Alternative

As an alternative, up to approximately 36% of the cash consideration which would
otherwise be receivable under the Offer, Investcom Shareholders who validly
accept the Offer (other than certain Restricted Shareholders) are able to elect
to receive New MTN Group Shares (but subject to any scaling back as set out
below) on the following basis:

for each Investcom Share                        US$ 2.0809 in cash; plus
                                                0.1807 New MTN Group Shares

which is equivalent to:
for each Investcom GDS                          US$ 10.4047 in cash; plus
                                                0.9035 New MTN Group Shares



The assumed value of each New MTN Group Share under the MTN Group Share
Alternative, is equivalent to US$9.79, being the volume weighted average price
for MTN Group Shares during the 5 business day period prior to the last business
day before this announcement and converted to USD at the average closing price
of R/ US$ 6.05 during the same period and as further outlined in Appendix 3.

The maximum number of New MTN Group Shares available under the MTN Group Share
Alternative in connection with the Offer is 204.3 million, representing
approximately 10.9 percent of the then enlarged share capital of MTN Group.

To the extent that valid elections for New MTN Group Shares under the MTN Group
Share Alternative exceed the maximum number of New MTN Group Shares available
under the MTN Group Share Alternative, such elections will be scaled back pro
rata, as nearly as practicable.  If elections for New MTN Group Shares are
scaled back, Investcom Shareholders will instead receive cash consideration in
respect of any election under the MTN Group Share Alternative which is not fully
satisfied by New MTN Group Shares.

If valid elections under the MTN Group Share Alternative are received in respect
of less than the maximum number of New MTN Group Shares, then all such elections
will be satisfied in full and the remaining number of New MTN Group Shares will
not be issued.

The MTN Group Share Alternative will remain open until the close of business on
the first closing date of the Offer and may be closed without notice on any
closing date of the Offer or on or after the Offer becomes unconditional as to
acceptances.  If the MTN Group Share Alternative has been closed MTN Mauritius
reserves the right to reintroduce the MTN Group Share Alternative (including in
respect of Investcom Shareholders whose Investcom Shares are acquired through
the provisions of Articles 81 to 89 (inclusive) of the Dubai International
Financial Centre Companies Law 2004).  The MTN Group Share Alternative is
conditional on the Offer becoming or being declared unconditional on all
respects.

Fractional entitlements to New MTN Group Shares arising pursuant to the MTN
Group Share Alternative will be disregarded and will not be allotted and
Investcom Shareholders will instead receive cash in respect of any consideration
represented by fractions.

The New MTN Group Shares have not been, and will not be, registered under the US
Securities Act, or under the securities laws of any jurisdiction of the United
States.  The New MTN Group Shares have not been, and will not be, registered
under the securities laws of any jurisdiction of any EEA State, Canada,
Australia or Japan.

The offer of New MTN Group Shares as consideration will allow Investcom
Shareholders to remain invested in the same business sector and to participate
in any potential future value creation by the enlarged MTN Group.

Application will be made to the JSE for the New MTN Group Shares to be admitted
to the Main Board of the list maintained by the JSE of securities admitted to
listing.  It is expected that such admission will take effect on the first
dealing day following the day on which the relevant New MTN Group Shares are
issued as consideration under the Offer. Temporary documents of title will not
be issued pending the despatch by post of definitive certificates for such New
MTN Group Shares in accordance with the terms of the Offer.

The New MTN Group Shares will be issued fully paid and, subject to the
provisions of the JSE Listings Requirements and the memorandum and articles of
association of MTN Group which apply pari passu to all shares of the same class
in the issued share capital of the company, free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and other third party
rights of any nature whatsoever and together with all rights attaching to them.
The New MTN Group Shares will rank equally in all respects with the existing MTN
Group Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of the Offer.

Investcom Shareholders are encouraged to consider seeking their own professional
advice before deciding on whether to elect for the MTN Group Share Alternative.

5.                  Pre-Conditions

The making of the Offer is subject to the Pre-Conditions, which relate to
certain regulatory matters.  The Pre-Conditions are set out in Appendix 1.
Unless MTN Mauritius obtains a time extension from the DFSA, it must make its
Offer by 23 May 2006 unless a regulatory authority has refused to grant the
relevant approval or has intervened in certain respects and MTN Mauritius has
accordingly elected not to makes its Offer.

6.                  Investcom GDSs

It is expected that eligible holders of Investcom GDSs will be able to instruct
the depositary of the Investcom GDS programme on whether to accept the Offer
with respect to the Investcom Shares underlying their Investcom GDSs.  Further
details in relation to how eligible holders of Investcom GDSs can accept the
offer will be set out in the Offer Document.  It is further expected that the
Investcom GDS programme will be terminated after the Offer becomes or is
declared unconditional in all respects.

7.                  Financing

The cash consideration will be financed through a credit facility provided by
Deutsche Bank of approximately US$3,850 million.

In connection with the Offer, MTN Group will issue up to approximately 204.3
million New MTN Group Shares to Investcom Shareholders. These New MTN Group
Shares are expected to represent approximately 10.9 percent of the enlarged
share capital of MTN Group. The issue of New MTN Group Shares will be undertaken
from MTN Group's existing authorised, but unissued, share capital. The Offer
requires prior MTN Group shareholder approval.

Deutsche Bank is satisfied that the necessary financial resources are available
to MTN Mauritius to enable it to implement the Offer in full.

8.                  Information relating to MTN Group

MTN Group is one of the largest GSM operators in Africa.  MTN Group is listed on
the JSE and has over 23 million subscribers across the African continent where
it provides cellular, satellite and internet access services to 10 African
countries and Iran.

In 1994, MTN Group was awarded the second national digital GSM licence for
cellular telecommunications in South Africa. The company commenced its
commercial operations as a provider of cellular and communications services in
June 2004. Having established itself in South Africa, MTN Group has expanded its
mobile and fixed-line telecommunications operations to 10 other countries namely
Nigeria, Cameroon, Cote d'Ivoire, Uganda, Rwanda, Botswana, Swaziland, Zambia,
the Republic of Congo and recently Iran.

In 1998, MTN Group was awarded GSM licences to provide mobile telecommunications
services in Swaziland, Uganda and Rwanda. In addition to the GSM licence awarded
to MTN Group in Uganda, MTN Group has the right to operate a fixed line network,
which includes fixed wireless terminals and broadband fibre technology.

MTN Group commenced operations in Cameroon during 2000, following the
acquisition of the mobile operations of Camtel, a state-owned telecommunications
operator. In August 2001, MTN Group commenced operations in Nigeria. As at 31
December 2005, MTN Group had a subscriber base of approximately 8.4 million in
Nigeria.

In 2005, MTN Group acquired interests in Libertis Telecom in the Republic of
Congo, IranCell Telecommunications Services Company in Iran, Mascom Wireless in
Botswana, Telecel in Zambia and Loteny Telecom in Cote d'Ivoire.

MTN Group changed its financial year-end from 31 March to 31 December in line
with its operational cycle and to align itself with its international peer
group. Although not directly comparable with the prior 12 month period ended 31
March 2005, MTN Group reported revenue for the 9 month period ended 31 December
2005 of R27.2 billion (US$4.2 billion) compared to R29.0 billion (US$4.7
billion) for the prior 12 month period. MTN Group reported earnings before
interest, tax, depreciation and amortisation ('EBITDA') of R11.2 billion (US$1.7
billion) for the nine month period ended 31 December 2005 demonstrating strong
growth when compared to the restated EBITDA of R12.0 billion (US$2.0 billion)
for the prior 12 month period. In line with its strong performance, MTN Group
reported profit after tax of R6.7 billion (US$1.0 billion) for the 9 month
period to 31 December 2005, which compared favourably to R7.3 billion (US$1.2
billion) reported for the prior 12 month period.

MTN Group's total assets have increased significantly from R29.7 billion (US$4.8
billion) at 31 March 2005 to R44.8 billion (US$7.1 billion) at 31 December 2005.
  Long-term borrowings increased to R7.5 billion (US$1.2 billion) from R3.0
billion (US$483 million) at 31 March 2005, while short term borrowings increased
to R1.1 billion (US$174 million) from R221 million (US$36 million) at 31 March
2005.  Net debt increased from a net cash position of R3.2 billion (US$515
million) to net debt of R1.0 billion (US$168 million).

9.                  Information relating to Investcom

Investcom is a leading international provider of mobile telecommunications
services with operations in ten countries in Africa, the Middle East and Europe.
  As at 31 December 2005, Investcom had a total of approximately 4.9 million
subscribers compared to approximately 2.5 million as at 31 December 2004.

Investcom operates five mobile telecommunications networks in Africa, namely
Benin, Ghana, Guinea-Bissau, Liberia and Sudan.  In the Middle East, Investcom
operates mobile telecommunications networks in Syria and Yemen and in Europe,
Investcom operates GSM 3G mobile telecommunications networks in Cyprus.  In
addition, Investcom has recently been granted licences to operate in Afghanistan
and Guinea Republic.  Investcom also provides international carrier services,
principally through Mediterranean Network SAM in Monaco and telecommunication
engineering and consulting services.  For the year ending 31 December 2005,
Investcom had revenues of approximately US$0.9 billion (R5.7 billion) and net
income of approximately US$0.2 billion (R1.2 billion).

Investcom was incorporated in 1994 under the name Investcom Holding (Luxembourg)
S.A., as a Societe Anonyme domiciled in the Grand Duchy of Luxembourg.
Investcom is the holding company of the group companies with its head office
located in Beirut, Lebanon.  In September 2005, Investcom changed its domicile
from the Grand Duchy of Luxembourg to the Dubai International Financial Centre
in the Emirate of Dubai in the United Arab Emirates. Following the change of its
domicile, Investcom's name was changed from Investcom Holding (Luxembourg) S.A.
to Investcom LLC. In October 2005, Investcom went public with a primary listing
on the DIFX and a secondary listing on the LSE.

10.              Background to and reasons for the Offer

The proposed transaction is in line with MTN Group's vision to be the leading
provider of telecommunications in emerging markets.  MTN Group is undertaking
the proposed transaction to enhance its growth profile in Africa and the Middle
East, to gain further scale in emerging mobile markets, to strengthen its
operational capabilities and to diversify its financial profile, thereby
unlocking synergistic potential.

Investcom is a leading international provider of mobile telecommunications
services with operations in Africa, the Middle East and Europe. At the end of
2005, Investcom's mobile operations had approximately 4.9 million subscribers in
Benin, Cyprus, Ghana, Guinea Bissau, Liberia, Sudan, Syria and Yemen. Investcom
has recently been awarded GSM licences to build and operate mobile networks in
Afghanistan and Guinea Republic, expanding its operations to ten countries and
boosting its combined population under licence to approximately 147 million.

There are no overlapping operations between MTN Group and Investcom. On a
combined basis, MTN Group and Investcom (the 'Enlarged Group') would operate
mobile networks in 21 countries, covering a population under licence of
approximately 488 million people and serving approximately 28 million
subscribers (as of 31 December 2005).  The footprint would also more
comprehensively cover important regional hubs such as West and Central Africa
with Nigeria, Ghana, Cameroon, Cote d'Ivoire, Benin, Congo Brazzaville, Liberia,
Guinea Bissau and Guinea Republic and East Africa with Sudan, Uganda and Rwanda.
  Furthermore, the proposed transaction would expand MTN Group's presence in the
Middle East through operations in Iran, Syria, Yemen and Afghanistan.

Given the attractive competitive position of MTN Group and Investcom in their
various markets, the proposed transaction would complement the enlarged MTN
Group's strategy to be the leading mobile operator across its footprint.

It is expected that Investcom's cash generative operations would make a sizeable
contribution to the financial performance of MTN Group, enhancing its growth
profile and diversifying revenues and earnings.  The proposed transaction also
offers the enlarged MTN Group the potential for increased revenues and reduced
costs through regional cross-selling opportunities, enhanced economies of scale,
technology and product sharing and the alignment of a centralised procurement
system.

The addition of Investcom's experienced personnel would also broaden the proven
management capacity of MTN Group, facilitate knowledge transfer within MTN
Group's operations and enable MTN Group to develop its business further in the
Middle East.

11.              Management and employees

MTN Group attaches great importance to the skills and experience of the existing
management and employees of Investcom and believes that they will benefit from
greater opportunities within the MTN Group.

12.              Disclosure of interests in Investcom relevant securities

As at the close of business on 28 April 2006, Deutsche Bank and its affiliates,
who are acting in concert with MTN Group, held 95,000 Investcom GDSs, which
represents 475,000 Investcom Shares.

Save for that holding, neither MTN Mauritius nor any of the Directors of MTN
Mauritius nor, so far as MTN Mauritius is aware, any person acting in concert
with MTN Mauritius, owns or has control over any Investcom Share or holds any
option to purchase Investcom Shares.

13.              Shareholder approval

In view of the size of the Offer, the JSE Listings Requirements require that the
Offer is made conditional upon the prior approval of MTN Group shareholders. The
necessary resolutions will be put to an extraordinary general meeting of MTN
Group. Further details of this meeting will be sent to MTN Group shareholders in
due course.

14.              Compulsory acquisition

Upon the Offer becoming, or being declared, unconditional in all respects and
sufficient acceptances being received, MTN Group intends to apply the provisions
of Article 81 to 89 (inclusive) of the Dubai International Financial Centre
Companies Law 2004 to acquire compulsorily the outstanding Investcom Shares on
the same terms as the Offer.

15.       General

The making of the Offer will be subject to the Pre-Conditions set out in
Appendix 1 and, if and when made, the Offer will be subject to the conditions
set out in Appendix 2.

The bases and sources of certain financial information contained in this
announcement are set out in Appendix 3.  Certain terms used in this announcement
are defined in Appendix 4.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities.  The Offer will, subject to the Pre-Conditions, be made
solely by means of the Offer Document and the acceptance forms accompanying the
Offer Document, which will contain the full terms and conditions of the Offer
including details of how it may be accepted.

Deutsche Bank and First Africa are acting exclusively for MTN Group and MTN
Mauritius and no-one else in connection with the Offer and will not be
responsible to anyone other than MTN Group and MTN Mauritius for providing the
protections afforded to clients of Deutsche Bank and First Africa (respectively)
nor for providing advice in relation to the Offer.

Citigroup is acting exclusively for Investcom and no-one else in connection with
the Offer and will not be responsible to anyone other than Investcom for
providing the protections afforded to clients of Citigroup nor for providing
advice in relation to the Offer.

The Offer, including the MTN Group Share Alternative, is not being and will not
be made, directly or indirectly, in or into and is not and will not be capable
of acceptance in or from Canada, Australia or Japan.  In  the Offer, including
the MTN Group Share Alternative, is not being and will not be made, directly or
indirectly, in or into, or by use of the mails or any means or instrumentality
(including, without limitation, facsimile transmission, electronic mail, telex,
telephone or internet) of interstate or foreign commerce of, or any facilities
of a national securities exchange of, the United States or to US Persons as
defined in Regulation S of the Securities Act (each a 'US person') and the Offer
(including, without limitation, the MTN Group Share Alternative) is not and will
be capable of acceptance by any such use, means, instrumentality or facility or
from within the United States.  Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise forwarded, distributed or sent to
any US person or in or into or from the United States, Canada, Australia or
Japan.  Custodians, nominees and trustees should observe these restrictions and
should not send or distribute this announcement in or into the United States,
Canada, Australia or Japan.

The New MTN Group Shares to be issued in connection with the Offer have not
been, nor will they be, registered under the US Securities Act nor under any
laws of any jurisdiction of the United States.  Neither the US Securities and
Exchange Commission nor any US state securities commission has approved or
disapproved of the New MTN Group Shares offered in connection with the Offer, or
determined if this announcement is accurate or complete.  Any representation to
the contrary is a criminal offence.  No prospectus in relation to MTN Group or
the New MTN Group Shares offered in connection with the Offer has been approved
by the competent authority of any EEA State;  the relevant clearances have not
been, and will not be, obtained from the securities commission of any province
of Canada and no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance.  Accordingly, the MTN Group Share Alternative will not be made,
directly or indirectly, in or into and will not be capable of acceptance in or
from and the New MTN Group Shares may not be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into (unless in each case an
exemption under the relevant securities laws is applicable) any EEA State,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in any EEA State, Canada, Australia or Japan.  The MTN Group Share Alternative
is only directed to persons in the EEA who are 'qualified investors' as defined
in Article 2(1)(e) of Directive 2003/71/EC (the Prospective Directive).



This statement relates to an Exempt Offer  in accordance with the Offered
Securities Rules of the DFSA.  This statement is intended for distribution only
to Persons of a type specified in those rules.  It must not be delivered to, or
relied on by, any other Person.  The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers.  The DFSA has not
approved this document not taken steps to verify the information set out in it,
and has no responsibility for it.  The securities to which this document relates
may be illiquid and/or subject to restrictions on their resale.  Prospective
purchasers of the securities offered should conduct their own due diligence on
the securities offered should conduct their own due diligence on the securities.
  If you do not understand the contents of this document you should consult an
authorised financial adviser.



Appendix 1
Regulatory Pre-Conditions And conditions

Pre-Conditions

1.         The posting of the Offer Document will be subject to satisfaction or
waiver by MTN of the following conditions (the 'Pre-Conditions'):

(a)        the National Communication Authority of Ghana having either:

(i)         given to MTN Mauritius and/or Investcom approval in writing in
respect of the change of control of Scancom Limited as a result of the Offer
under the licence for Mobile Cellular Operations in Ghana dated 4 December
2004, between the National Communication Authority and Scancom Limited (the '
Ghana Licence'); or

(ii)        given to MTN Mauritius and/or Investcom a confirmation in writing
that no such approval is required under the Ghana Licence or otherwise,

in each case having not imposed any cost, variation, requirement, obligation,
restriction or other condition in respect of the Ghana Licence or on any member
of the Investcom Group or any member of the MTN Group which is significant and,
as at the first date on which all other Pre-Conditions are fulfilled or waived,
such approval or confirmation remaining in full force and effect and there being
no written notice or intimation of any intention to revoke, suspend, resist or
modify such approval or confirmation;

(b)        the National Telecommunications Authority of Sudan having:

(i)         given to MTN Mauritius and/or Investcom approval in writing in
respect of the change of control of Bashair Telecom Co. Ltd. as a result of the
Offer under the licence agreement for Public Cellular Mobile Telecommunications
Service dated 25 October 2003, between National Telecommunications Service and
Bashair Telecom Co. Ltd. (the 'Sudan Licence'); or

(ii)        given to MTN Mauritius and/or Investcom a confirmation in writing
that no such approval is required under the Sudan Licence or otherwise; or

(iii)       any applicable time period within which the National
Telecommunications Service is required to have granted such approval having
expired, lapsed or been terminated with the effect that such approval is deemed
to have been given,

in each case having not imposed any cost, variation, requirement, obligation,
delay, restriction or other condition in respect of the Sudan Licence or on any
member of the Investcom Group or any member of the MTN Group which is
significant and, as at the first date on which all other Pre-Conditions are
fulfilled or waived, such approval or confirmation remaining in full force and
effect and there being no written notice or intimation of any intention to
revoke, suspend, resist or modify such approval or confirmation;

(c)        the Ministry of Telecommunications and Information Technology of
Yemen having either:

(i)         given to MTN Mauritius and/or Investcom approval in writing in
respect of the change of control of Spacetel Yemen S.A. as a result of the Offer
under the Licence Agreement to Install, Maintain, Operate and Exploit a Public
Cellular Mobile Network Service in the Republic of Yemen according to the GSM
Standard dated 31 July 2000, between the Ministry of Telecommunications and
Information Technology and Spacetel Yemen S.A. (the 'Yemen Licence'); or

(ii)        given to MTN Mauritius and/or Investcom a confirmation in writing
that no such approval is required under the Yemen Licence or otherwise,

in each case having not imposed any cost, variation, requirement, obligation,
delay, restriction or other condition in respect of the Yemen Licence or on any
member of the Investcom Group or any member of the MTN Group which is
significant and, as at the first date on which all other Pre-Conditions are
fulfilled or waived, such approval or confirmation remaining in full force and
effect and there being no written notice or intimation of any intention to
revoke, suspend, resist or modify such approval or confirmation; and

(d)        the Ministry of Telecommunications of Syria or the Syrian
Telecommunications Establishment ('STE') not having intervened (as defined
below) and there not continuing to be outstanding any statute, regulation or
order of the Ministry of Telecommunications or STE which would or would
reasonably be expected to:

(i)         make the Offer, its implementation or the proposed acquisition by
MTN Mauritius of any Investcom Shares or the (direct or indirect) control or
management of Investcom or any member of the Investcom Group void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly restrain,
prevent, prohibit, restrict or delay the same or impose conditions or
obligations with respect to the Offer or such acquisition, or otherwise impede,
challenge or interfere with the Offer or such acquisition, or require amendment
to the terms of the Offer or the proposed acquisition of any Investcom Shares or
the acquisition of control or management of Investcom or the Investcom Group by
MTN Mauritius or any member of the MTN Group;

(ii)        prevent or delay, or impose any limitations on, the ability of any
member of the MTN Group or any member of the Investcom Group to acquire or to
hold or to exercise, directly or indirectly, all or any rights of ownership in
respect of shares or other securities in, or to exercise voting or management
control over, any member of the Investcom Group or any member of the MTN Group;

(iii)       require the divestiture by any member of the MTN Group of any
Investcom Shares;

(iv)       require the divestiture by any member of the MTN Group or by any
member of the Investcom Group of all or any portion of their respective
businesses, assets or properties or limit the ability of any of them to conduct
any of their respective businesses or to own or control any of their respective
assets or properties or any part thereof;

(v)        except pursuant to Part 10 of the Companies Laws 2004, require any
member of the MTN Group or of the Investcom Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) in any member of
either group owned by any Regulatory Party;

(vi)       result in any member of the Investcom Group or the MTN Group ceasing
to be able to carry on business, in all material respects, in the manner that it
presently does so;

(vii)      impose any variation, suspension, revocation, additional obligation
or financial penalty pursuant to the concession provided in the
Build-Operate-Transfer Contract dated 12 February 2001 between STE and Spacetel
Syria S.A.,

in a manner which is significant and any applicable waiting and other time
periods during which the Ministry of Telecommunications of Syria or STE could so
intervene under the laws of Syria having expired, lapsed or been terminated.

2.         Subject to the next sentence, the Pre-Conditions must be fulfilled or
waived by midnight (GMT + 3 hours) on:

(a)        23 May 2006; or

(b)        in the event that MTN Mauritius applies for and has received a waiver
from the DFSA, such later date as may be permitted pursuant to such waiver,
failing which the Offer will not be made.  If paragraph 2(a) of this Appendix 1
applies and the Pre-Conditions have not been fulfilled by midnight (GMT + 3
hours) on  23 May 2006, then provided that no relevant Regulatory Authority has
refused to give any Authorisation required to fulfil any of the Pre-Conditions
set out in paragraphs ' (a), (b) and (c) of this Appendix 1 and the Ministry of
Telecommunications of Syria and/or the STE have not intervened as set out in the
Pre-Condition set out in paragraph 1(d) of this Appendix 1, MTN Mauritius will
post the Offer Document in accordance with paragraph 3 of this Appendix 1  below
in which event the Offer shall be subject to the following Conditions:

(c)        in the same terms as each of the Pre-Conditions in paragraphs 1(a),
(b) and (c) of this Appendix 1 that have not been or do not remain fulfilled on
or prior to the date of posting of the Offer Document;

(d)        in the same terms as the Pre-Condition in paragraph 1(d) of this
Appendix 1; and

(e)        that as at the first date on which all other Conditions included
pursuant to paragraphs 2(c) and (d) of this of this Appendix 1 are fulfilled or
waived, the approval or confirmation obtained in respect of any of the
Pre-Conditions in paragraphs 1(a), (b) and (c) of this Appendix 1 that has been
and remains fulfilled on or prior to the date of posting of the Offer Document
remains in full force and effect and there is no written notice or intimation of
any intention to revoke, suspend, resist or modify such approval or
confirmation.

MTN Mauritius may waive any or all of the Pre-Conditions, in whole or in part,
by notice in writing to Investcom. MTN Mauritius will be deemed to have waived
the Pre-Condition set out in paragraph 1(d) of this Appendix 1 (or the
equivalent Condition if the Offer Document has then been posted) if, on or at
any time after 26  June 2006 the Pre-Conditions set out in paragraphs 1(a), (b)
and (c) of this Appendix 1 (or the equivalent Conditions if the Offer Document
has then been posted) have then been and remain fulfilled unless, before that
date, the Ministry of Telecommunications of Syria and/or the STE has intervened
as set out in the Pre-Condition set out in paragraph 1(d) of this Appendix 1.
Save for the foregoing, MTN Mauritius will be under no obligation to waive,
determine to be or remain fulfilled or to treat as fulfilled any of the
Pre-Conditions by a date earlier than the latest date specified above for the
fulfilment of the Pre-Conditions, notwithstanding that any other Pre-Condition
may at such earlier date have been waived or fulfilled and there may not be, at
such earlier date, no circumstances indicating that any Pre-Condition may not be
capable of fulfilment.

Regulatory Conditions

3.         The Offer Document will be posted (in accordance with the
requirements of the Takeover Rules) by no later than midnight (GMT + 3 hours) on
the 21st day after the date of this announcement or, if later and paragraph 2(b)
of this Appendix 1 applies, the 5th day after the Pre-Conditions are fulfilled
or waived.

4.         If paragraph 2(b) of this Appendix 1  applies, the Offer will be
subject to a Condition in the same terms as each Pre-Condition to the extent
that they have been waived (but not deemed to be waived) by MTN Mauritius as a
Pre-Condition.

5.         Subject to the requirements of the DFSA, MTN Mauritius reserves the
right to waive all or any Conditions included pursuant to paragraphs 2(c), (d)
and (e) of this Appendix 1 (the 'Regulatory Conditions'), in whole or in part.
The Regulatory Conditions must be fulfilled, be reasonably determined by MTN
Mauritius to be or remain fulfilled or be waived by midnight (GMT + 3 hours) on
the 21st day after the later of the first closing date of the Offer and the date
on which the acceptance condition is fulfilled (or in each case such later date
as MTN Mauritius may, with the agreement of the Investcom and the consent of the
DFSA, decide) (the 'Latest Conditions Date'), failing which the Offer will
lapse. MTN Mauritius shall be under no obligation to waive (if capable of
waiver), to determine to be or remain fulfilled or to treat as fulfilled any of
the Regulatory Conditions by a date earlier than the Latest Conditions Date
specified above for the fulfilment of that condition, notwithstanding that the
other conditions of the Offer or other Regulatory Conditions may at such earlier
date have been waived or fulfilled and that there are, at such earlier date, no
circumstances indicating that any Regulatory Condition may not be capable of
fulfilment.

6.         MTN Group shall post a circular to its shareholders convening a
meeting for the purpose of approving the Offer on:

(a)        the first date on or after 1 June 2006 as all of the Pre-Conditions
set out in paragraphs 1(a), (b) and (c) of this Appendix 1 (or the equivalent
Conditions if the Offer Document has then been posted) have then been and remain
fulfilled unless, before that date, the Ministry of Telecommunications of Syria
and/or the STE has intervened as set out in the Pre-Condition set out in
paragraph 1(d) of this Appendix 1; or

(b)        if paragraph (a) does not apply and, at the date of posting of the
Offer Document, the Offer is not subject to a Regulatory Condition, three days
after the posting of the Offer Document or, if later, the 21st day after the
date of this announcement; or

(c)        if paragraphs (a) and (b) do not apply, the earlier of:

(i)         three days after the date on which all of the Regulatory Conditions
have been fulfilled or waived; and

(ii)        the 67th day after the date of posting of the Offer Document.

Co-operation on regulatory matters

7.         From the date of this Announcement until the fulfilment or waiver of
the Pre-Conditions and, if the Offer is subject to any Regulatory Condition when
the Offer Document is posted, until the Latest Conditions Date or the date on
which the Offer lapses in accordance with its terms, MTN Mauritius and Investcom
will co-operate with each other and use their respective reasonable best efforts
to seek satisfaction of the Pre-Conditions, any Regulatory Conditions and any
other Authorisations required by law to be obtained from a Regulatory Authority
in relation to the Offer as soon as reasonably practicable, including, without
limitation, joint communications with and visits to the relevant Regulatory
Authorities.   This shall not require MTN Mauritius to agree to make any
payment, agree to any undertaking or concession with a Regulatory Party,
amendment to the term of any existing Authorisation or otherwise agree to any
restriction or limitation on the conduct of its business following the Offer.

8.         If after MTN Mauritius releases the Press Announcement, either
Investcom or MTN Mauritius becomes aware that any Pre-Condition or Regulatory
Condition is unlikely to be fulfilled, it will give reasonable notice to and
consult with M1 and the other in relation to the non-fulfilment of such
Pre-Condition or Regulatory Condition and, save to the extent that there are
timing restrictions prescribed by the Takeover Rules and/or the terms of the
Offer, shall permit M1 a reasonable period to seek the fulfilment of such
Pre-Condition or Regulatory Condition.  In this regard, any payment or cost
imposed by a Regulatory Authority in respect of a Pre-Condition or a Regulatory
Condition may be paid by M1.

Definitions

9.         For the purpose of this Appendix 1 and Appendix 2:

(a)        'Regulatory Party' means any central bank, government, government
department or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any national anti-trust
or merger control authority), court in any relevant jurisdiction (including,
without limitation, any body expressly named in any of the Pre-Conditions or the
Regulatory Conditions;

(b)        a Regulatory Party shall be regarded as having 'intervened' if it has
decided to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or made, proposed or enacted any statute,
regulation, decision or order or taken any measures or other steps or required
any action to be taken or information to be provided or communicated or
intimated an intention or proposal to do any of the foregoing or otherwise
having done anything and 'intervene' shall be construed accordingly;

(c)        'Authorisations' means authorisations, orders, grants, recognitions,
determinations, certificates, concessions, confirmations, consents, licences,
clearances, provisions and approvals; and

(d)        'significant' means which involves a payment or costs being imposed
which is not paid by M1 (and which in the case of Sudan is considered by MTN
Mauritius to be material to Bashair Telecom Co. Ltd.) or such as has an effect
on the value of the business of the Investcom Group in the relevant country
which MTN Mauritius considers to be material to such business.


Appendix 2

CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER

1.                  Conditions of the Offer

In addition to the Pre-Conditions which become Regulatory Conditions in
accordance with Appendix 1, the Offer will be subject to the following
conditions:

(a)                valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (Dubai time) on the first closing date of
the Offer (or such later time(s) and/or date(s) as MTN Mauritius may, subject to
the Takeover Regulations, decide) in respect of not less than 75 per cent (or
such lower percentage as MTN Mauritius may decide) in nominal value of the
Investcom Shares, provided that this condition will not be satisfied unless MTN
Mauritius and/or any Associate shall have acquired or agreed to acquire (whether
pursuant to the Offer or otherwise) Investcom Shares carrying in aggregate more
than 50 per cent. of the voting rights then normally exercisable at a general
meeting of Investcom.  For the purpose of this condition:

(i)         Investcom Shares which have been unconditionally allotted but not
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion
rights or otherwise, shall be deemed to carry the voting rights which they will
carry upon issue; and

(ii)        valid acceptances shall be deemed to have been received in respect
of Investcom Shares which are treated for the purposes of Article 83(7) of the
Companies Law 2004 as having been acquired or contracted to be acquired by MTN
Mauritius by virtue of acceptances of the Offer;

(b)               the approval by the JSE of the admission to listing of the New
MTN Group Shares to the Main Board of the JSE in terms of the JSE Listing
Requirements, subject  to the due allotment and issue of the New MTN Group
Shares pursuant to the Offer;

(c)                the approval, by resolution of the shareholders of MTN in
general meeting, of the Offer by a majority of the votes cast in favour of such
resolution by all equity securities holders present or represented by proxy at
the general meeting convened to approve such resolution, and given in accordance
with the JSE Listings Requirements;

(d)               all Authorisations which are required by law by MTN Mauritius
in any relevant jurisdiction for or in respect of the Offer or the change of
control of any member of the Investcom Group having been obtained from all
appropriate Regulatory Authorities dealing with anti-trust, competition, merger
or foreign investment matters in each case where the absence of such
Authorisation would have a material adverse effect on the Investcom Group taken
as a whole and all such Authorisations remaining in full force and effect and
there being no notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;

(e)                since 31 December 2005 and except as otherwise publicly
announced by Investcom prior to 1 May 2006 (by the delivery of an announcement
to a Regulatory Information Service and in accordance with the DIFC Offered
Securities Rules) or as otherwise fairly disclosed prior to 1 May 2006 in
writing to MTN Mauritius by or on behalf of Investcom in the course of
negotiations Investcom having not:

(i)     taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any part of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction which in any case is material in the context of the Investcom Group
taken as a whole;

(ii)     been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business in any case with a material adverse effect on
the Investcom Group taken as a whole;

(f)                 except as disclosed in the offering memorandum dated 6
October 2005 relating to the initial public offering by Investcom of the
Investcom GDSs or as otherwise publicly announced by Investcom prior to 1 May
2006 (by the delivery of an announcement to a Regulatory Information Service and
in accordance with the DIFC Offered Securities Rules) or as otherwise fairly
disclosed prior to 1 May 2006 in writing to MTN Mauritius by or on behalf of
Investcom in the course of negotiations, MTN Mauritius not having discovered
that the consolidated net asset value of the Investcom Group is less than 50% of
the consolidated net asset value of the Investcom Group as disclosed in its
audited consolidated financial statements as at 31 December 2005 which has
arisen as a result of fraud by any director(s), officer(s) or employee(s) of the
Investcom Group.

Subject to the requirements of the DFSA, MTN Mauritius reserves the right to
waive all or any of the above conditions, in whole or in part, except conditions
(a) and (b).

Conditions (b) to (f) (inclusive) must be fulfilled, be reasonably determined by
MTN Mauritius to be or remain satisfied or (if capable of waiver) be waived by
midnight (Dubai time) on the 21st day after the later of the first closing date
of the Offer and the date on which condition (a) is fulfilled (or in each case
such later date as MTN Mauritius may, with the agreement of Investcom and the
consent of the DFSA, decide), failing which the Offer will lapse. MTN Mauritius
shall be under no obligation to waive (if capable of waiver), to determine to be
or remain satisfied or to treat as fulfilled any of conditions (b) to (f)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment of that condition, notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are,
at such earlier date, no circumstances indicating that any condition may not be
capable of fulfilment.

If the DFSA requires MTN Mauritius to make an offer for Investcom Shares under
the provisions of Article 4 of the Takeover Regulations, MTN Mauritius may make
such alterations to the conditions of the Offer, including to condition (a), as
are necessary to comply with the provisions of the Takeover Regulations provided
that such alterations are no less favourable to the Investcom Shareholders than
the terms set out in this announcement.

If the Offer lapses it will cease to be capable of further acceptance.
Investcom Shareholders who have accepted the Offer and MTN Mauritius shall then
cease to be bound by acceptances delivered on or before the date on which the
Offer lapses.

The MTN Group Share Alternative shall be conditional upon the Offer becoming
unconditional in all respects.  If the Offer lapses or is withdrawn, the MTN
Group Share Alternative will lapse.

2.                  Certain further terms of the Offer

Investcom Shares will be acquired by MTN Mauritius fully paid and free from all
liens, equitable interests, charges, encumbrances and other third party rights
of any nature whatsoever and together with all rights attaching to them,
including the right to receive and retain all dividends and distributions (if
any) declared, made or payable after the date of this announcement.

The Offer will be on the terms and will be subject, inter alia, to the
conditions which are set out in part 1 of this Appendix 2 and those terms which
will be set out in the formal Offer Document and such further terms as may be
required to comply with the Listing Rules of the UK Listing Authority, the
Listing Requirements of the JSE, the Listing Rules of the DIFX and the
provisions of the Takeover Regulations. The Offer and any acceptances and
elections thereunder will be governed by English law.

The availability of the Offer and the MTN Group Share Alternative to persons not
resident in the DIFC may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in DIFC should inform themselves about and observe
any applicable requirements.



Appendix 3
Bases and Sources

(a)                The value attributed to the existing issued share capital of
Investcom is based upon the 1,435,257,519 Investcom Shares in issue on 28 April
2006.  The market value per Investcom Share is calculated by dividing the market
price per Investcom GDS by five as each Investcom GDS is evidenced by a Global
Depository Receipt representing five Investcom Shares.

(b)               For the purposes of the financial comparisons contained in
this announcement, no account has been taken of any liability to taxation or the
treatment of fractions under the Offer.

(c)                Unless otherwise stated, the financial information on MTN
Group is extracted from MTN Group's Annual Report and Accounts for the 12 months
ended 31 March 2005, MTN Group's results presentation for the 9 months ended 31
December 2005 and MTN Group's internal records.

(d)               Unless otherwise stated, the financial information on
Investcom is extracted from Investcom's Annual Report and Accounts for the year
ended 31 December 2005.

(e)                The volume weighted average price for MTN Group shares as
quoted on the JSE during the 5 business day period per the date of this
announcement was R59.2485 (or US$9.7895 using the average exchange rate for that
5 business day period of R6.0522/US$1).

Appendix 4

Definitions

The following definitions apply throughout this announcement unless the context
requires otherwise.

'Associate'                                has the meaning given in Article 89 of the Dubai International
                                           Finance Centre Companies Law 2004
'Australia'                                the Commonwealth of Australia, its territories and possessions
'Canada'                                   Canada, its provinces and territories and all areas under its
                                           jurisdiction and political sub-divisions thereof
'Citigroup'                                Citigroup Global Markets Limited at Citigroup Centre, Canada
                                           Square, Canary Wharf, London, E14 5LB, UK
'Companies Law 2004'                       Dubai International Financial Centre Companies Law 2004
'Deutsche Bank'                            Deustche Bank AG, London Branch at 1 Great Winchester Street,
                                           London, EC2N 2DB, UK
'DIFC'                                     the Dubai International Financial Centre
'DFSA'                                     the Dubai Financial Services Authority
'DIFX'                                     the Dubai International Financial Exchange
'EEA State'                                a member state of the European Union, Norway, Iceland or
                                           Liechtenstein
'First Africa'                             First Africa (SA) Pty. Ltd. at Wierda Valley West, Sandton,
                                           2196, South Africa
'Investcom'                                Investcom LLC
'Investcom GDS'                            an Investcom Global Depositary Share evidenced by a Global
                                           Depository Receipt representing five Investcom Shares
'Investcom Group'                          Investcom and its subsidiary undertakings
'Investcom Shareholders'                   holders of Investcom Shares
'Investcom Shares'                         includes:

                                           (i)     the existing unconditionally allotted or issued and
                                           fully paid ordinary shares of US$0.05 each in the capital of
                                           Investcom; and

                                           (ii)    any further ordinary shares of US$0.05 each in the
                                           capital of Investcom which are unconditionally allotted or
                                           issued and fully paid before the date on which the Offer
                                           closes or before such earlier date as MTN Group (subject to
                                           the Takeover Rules) may determine not being earlier than the
                                           date on which the Offer becomes or is declared unconditional
                                           as to acceptances

'Japan'                                    Japan, its cities, prefectures, territories and possessions
'JSE'                                      JSE Limited, a public company incorporated in South Africa and
                                           licensed as an exchange in terms of the South African
                                           Securities Services Act, 2004 (Act 36 of 2004), as amended
'JSE Listings Requirements'                the Listings Requirements of the JSE, as amended from time to
                                           time
'London Stock Exchange' or 'LSE'           London Stock Exchange plc
'M1'                                       M1 Limited
'Mikatis'                                  Messrs Taha, Najib and Azmi Mikati
'MTN'                                      MTN Group Limited
'MTN Mauritius'                            MTN Group International (Mauritius) Limited
'the MTN Group'                            MTN Group and its subsidiaries and subsidiary undertakings
'MTN Group Share Alternative'              means the alternative by which eligible Investcom Shareholders
                                           who validly accept the Offer may elect to receive New MTN
                                           Group Shares instead of part of the cash consideration to
                                           which they would otherwise be entitled under the Offer
'MTN Group Shares'                         ordinary shares of 0.01 cent each in the capital of MTN Group
                                           Limited
'New MTN Group Shares'                     the new MTN Group Shares to be issued to Investcom
                                           Shareholders credited as fully paid pursuant to the Offer
'Offer'                                    the recommended offer to be made by MTN Group, to acquire
                                           Investcom Shares, including where the context so requires, any
                                           subsequent revision, variation, extension or renewal of such
                                           offer
'Offer Document'                           the document that makes the Offer
'Pre-Conditions'                           the pre-conditions to posting of the Offer Document set out in
                                           Appendix 1
'Restricted Shareholders'                  Investcom Shareholders who are not lawfully able to (as
                                           applicable) accept the offer and/or elect for the MTN Group
                                           Share Alternative
'Substantial Interest'                     a direct or indirect interest in 20 percent or more of the
                                           voting equity capital of an undertaking
'Takeover Rules'                           the Takeover Rules Module of the DFSA
'UK' or 'United Kingdom'                   the  United Kingdom of Great Britain and Northern Ireland
'United States of America' 'US' or 'United the United States of America, its territories and possessions,
States'                                    any state of the United States and the District of Columbia
'US Securities Act'                        the United States Securities Act of 1933 and the rules and
                                           regulations promulgated thereunder (as amended)
'Wider Investcom Group'                    Investcom and the subsidiaries and subsidiary undertakings of
                                           Investcom and associated undertakings (including any joint
                                           venture, partnership, firm or company in which any member of
                                           the Investcom Group is interested or any undertaking in which
                                           Investcom and such undertakings (aggregating their interests)
                                           have a Substantial Interest
'Wider MTN Group'                          MTN Group and the subsidiaries and subsidiary undertakings of
                                           MTN Group and associated undertakings (including any joint
                                           venture, partnership, firm or company in which any member of
                                           the MTN Group is interested or any undertaking in which MTN
                                           Group and such undertakings (aggregating their interests) have
                                           a Substantial Interest

For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', '
undertaking', 'associated undertaking' have the meanings given by the UK
Companies Act 1985.


                      This information is provided by RNS
            The company news service from the London Stock Exchange                   LD                                                                                                                                                                                                                                                             

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