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Friday 23 June, 2006

MTN Group Limited

Offer Update

MTN Group Limited
23 June 2006

OFFER FOR INVESTCOM LLC

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

23 June 2006

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

Offer becomes unconditional as to acceptances

On 23 May 2006, MTN Mauritius  made an offer for the entire issued and to be
issued share capital of Investcom (the 'Offer').

MTN Mauritius announces that as at 5.00 p.m. (Dubai time) on 22 June 2006, it
had received valid acceptances of the Offer in respect of 1,120,281,524
Investcom shares (representing approximately 78.1 per cent. of the issued share
capital of Investcom).  This includes the acceptance of the Offer by M1 Limited
pursuant to the irrevocable undertaking to accept the Offer described in the
Offer Document dated 23 May 2006.  Other than that irrevocable undertaking, MTN
Mauritius did not hold any Investcom shares or rights over such shares before
the Offer Period commenced and has not acquired or agreed to acquire any
Investcom shares during the Offer Period (other than by way of acceptances of
the Offer). The Offer has therefore become unconditional as to acceptances.

The Offer remains open for acceptance and the first closing date of the Offer
will be on 28 June 2006. A further announcement regarding acceptance levels as
at that closing date will be made on 29 June 2006. Further announcements will
also be made in due course in relation to the fulfilment or waiver of the
remaining conditions to which the Offer is subject.

Terms defined in the Offer Document dated 23 May 2006 have the same meaning in
this announcement.

Enquiries

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

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