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Tuesday 20 June, 2006

MTN Group Limited

Offer Update

MTN Group Limited
20 June 2006



OFFER FOR INVESTCOM LLC

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

20 June 2006

Offer by MTN International (Mauritius) Limited ('MTN Mauritius') for Investcom
LLC ('Investcom')



CONDITIONS TO THE MTN GROUP OFFER TO INVESTCOM SHAREHOLDERS

The following announcement is made following an  undertaking in the MTN Group
shareholder circular dated 12 June 2006 to communicate the fulfillment or
otherwise of the conditions pertaining to MTN Group's offer to shareholders of
Investcom LLC ('Investcom') to acquire the entire issued share capital of
Investcom ('the Offer').  MTN has announced that satisfactory progress is being
made and that, as at the date of this announcement, no additional material
information has come to the attention of the Board of MTN Group which should be
brought to the attention of the shareholders of MTN Group in voting for the
approval of the Offer at the general meeting to be held on 27 June 2006.  The
Offer remains subject to, amongst other things, the fulfillment or waiver of the
acceptance condition, the approval of the Offer by MTN shareholders, the
approval by the JSE Limited of the listing of additional MTN Group shares to be
issued as consideration for the Offer and the approval by the Commission for the
Protection of Competition in Cyprus as referred to in the circular dated 12 June
2006.

The Offer remains open for acceptance by Investcom shareholders until 5.00 p.m.
(Dubai time) on 28 June 2006.

Further announcements will be made in due course, as appropriate.


Enquiries

MTN Group                    +27 11 912 4067

Deutsche Bank               +44 207 545 8000
Amrit Singh

First Africa                 +27 11 669 6300
Kofi Adjepong-Boateng


This announcement does not constitute an offer to sell or an invitation to
purchase any securities.  The Offer is made solely by means of the Offer
Document and the acceptance forms accompanying the Offer Document, which 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.

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. 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 US 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 or 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. Persons receiving this announcement (including
custodians, nominees and trustees) should observe these restrictions and must
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 the United
States or to, or for the account of a US person, or 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 'Prospectus Directive').




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