MTN Group Limited (formerly M-Cell Limited) - Inte26 Nov 2002
MTN Group Limited (formerly M-Cell Limited)                                     
(Incorporated in the Republic of South Africa)                                  
Registration number 1994/009584/06                                              
Share Code: MTN                                                                 
ISIN Code: ZAE000042164                                                         
Commentary                                                                      
OVERVIEW                                                                        
MTN Group Limited ("MTN Group" or "the Group") (formerly M-Cell Limited) has    
resumed its positive growth trend after a year of muted earnings caused by      
initial investment costs arising from its expansion into Africa. The Group now  
reports pleasing results for the six-month period ended 30 September 2002.      
The Group`s consolidated revenue increased by 68% to R8 683,5 million compared  
to the same period last year. Earnings before interest, tax, depreciation and   
amortisation ("EBITDA") grew by 79% to R2 687,1 million, while headline earnings
per share ("headline EPS") reached 60,9 cents. A significant contributor to     
these increases was the operations of MTN International (Proprietary) Limited   
("MTN International"), which houses the Group`s other African operations. MTN   
Cameroon Limited ("MTN Cameroon") and MTN Nigeria Communications Limited ("MTN  
Nigeria") have both reached profitability after tax and produced better than    
anticipated results.                                                            
The Group has successfully diversified its income streams. African operations   
contributed 34% to Group revenue, 39% to Group EBITDA and 26% to headline EPS.  
A total of 5,7 million capable subscribers was recorded in MTN Group`s managed  
operations, an increase of 19% since March 2002.                                
The following transaction and change in accounting policy had an impact on the  
results:                                                                        
-    The disposal of 30% in MTN Cameroon to Broadband Telecom, a local          
shareholder group in compliance with licence obligations.                       
-    A change in accounting policy for connection incentives was implemented to 
bring the Group`s treatment of subscriber acquisition costs in line with        
international best practice. Connection incentives are no longer capitalised and
amortised over 12 months, but are expensed in the period in which they occur.   
Prior period comparatives have been appropriately restated to reflect that      
change and to facilitate year-on-year comparison.                               
REVIEW OF RESULTS                                                               
Income statement                                                                
Revenue for the Group increased by 68% from R5 170,2 million to R8 683,5 million
compared to the same period in the previous year. MTN International increased   
revenue from R449,0 million to R2 968,8 million, contributing 34% to Group      
revenue. The more mature wireless South African operations achieved modest      
growth in revenue of 21% to R5 646,7 million.                                   
Consolidated Group EBITDA was R2 687,1 million, a 79% increase year on year. The
overall EBITDA margin for the Group increased to 30,9% from 29,1% compared to   
the same period in the previous year. The encouraging performance of the        
established African operations and the positive EBITDA levels achieved by MTN   
Nigeria were contributing factors, offsetting an EBITDA margin decline in South 
African operations.                                                             
As expected, net finance costs for the Group increased by 78% to R279,7 million 
compared to the same period last year. This resulted from increased borrowings  
by MTN Cameroon and MTN Nigeria, which had both raised project finance during   
previous periods and began to use these facilities to fund their network        
expansion in the current period.                                                
After a subdued year in 2002, headline EPS increased by 92% to 60,9 cents. South
African wireless operations contributed 45,6 cents, an 11,8% increase compared  
to the same period last year. African operations performed above expectations   
contributing 16,0 cents due to the earlier-than-anticipated profitability of MTN
Nigeria. It should be noted though that significant additional capital          
expenditure is still required by MTN Nigeria.                                   
Profit after tax, prior to taking into account minority interest, increased to  
R795,8 million from R219,3 million for the previous period. Attributable        
earnings for the Group increased 213% to R704,8 million.                        
Balance sheet and funding                                                       
The Group`s total assets have increased by 6% to R29 018,5 million since 31     
March 2002. Long-term liabilities reduced to R1 821,7 million, while short-term 
borrowings, including overdrafts, increased to R4 634,9 million. This shortening
in the debt maturity profile was due to the reclassification of the current     
US$450 million syndicated bridge loan facility arranged by Standard Bank London 
Limited and Sumitomo Mitsui Banking Corporation, which terminates in July 2003. 
Management is currently renegotiating the facility and firm underwriting        
commitments have been received for US$250 million. It is expected that the      
refinance will be concluded, thus facilitating a realignment of the Group`s debt
profile by the end of March 2003.                                               
Total net debt for the Group has decreased to R3 679,3 million since March 2002,
partly due to the strengthening of the South African rand during the period     
under review. As a result, the gearing ratio for the Group, being interest-     
bearing net borrowings as a percentage of total equity adjusted for R10,6       
billion of goodwill arising predominantly from the acquisition of shares from   
Transnet Limited in July 2000, decreased to 54% from 71% at 31 March 2002.      
The Group`s net offshore US dollar borrowings in MTN International (Mauritius)  
Limited ("MTN Mauritius"), which were raised to finance the initial capital     
investments in Nigeria, have increased to US$246 million as a result of         
additional capital calls by MTN Nigeria in April of this year. Management       
continues to pursue every effort to reduce this exposure in line with the South 
African Reserve Bank ("SARB") regulations. After 30 September 2002, the Group   
used approximately R170 million to reduce its offshore borrowings in line with  
previous SARB approvals. In addition, the Group invested R500 million in an     
international sinking fund policy, thus effecting an indirect US dollar hedge.  
In this respect, the Group welcomes the recent announcement by the Minister of  
Finance of the further liberalisation of exchange control, especially in regard 
to funding by South African corporates of investments into Africa. The Group is 
currently considering how to use these new regulations to facilitate the funding
of its investments on the continent.                                            
The Group was asked to report on its SARB approved share placements effected    
during January 2002 by the Myburgh Commission of Enquiry into the rapid         
Depreciation of the Rand during the last Quarter of 2001. The Group was found   
not to have contravened SARB regulations.                                       
REVIEW OF OPERATIONS                                                            
MTN South Africa                                                                
Mobile Telephone Networks (Proprietary) Limited ("MTN") and MTN Service Provider
(Proprietary) Limited ("MTN SP") (formerly M-Tel (Proprietary Limited) (together
"MTN South Africa") continue to face a challenging, competitive and difficult   
economic environment.                                                           
Revenue increased by 21% to R5 646,7 million, while EBITDA grew by 13% to R1    
635,1 million. Trading conditions remained competitive and the EBITDA margin    
decreased to 29,0% from 31,0% compared to the same period the previous year as a
result of increased subscriber acquisition costs and higher interconnect costs. 
Over the past year, MTN South Africa had embarked on a strategy to balance value
with volume. As a result, Average Revenue per User ("ARPU") per month for the   
period has marginally increased to R210 from R208 in March 2002. ARPU for post- 
paid increased to R602 while a small decline to R101 occurred in the pre-paid   
segment since March 2002. However, overall subscriber growth slowed, showing an 
increase of 11% to 4 284 000 since March 2002. The overall base consists of post
paid subscribers of 891 000, an increase of 5% or 39 000, and pre-paid          
subscribers of 3 393 000, a 12% increase since March 2002. A higher than        
expected level of involuntary churn was experienced during the period under     
review.                                                                         
In recognition of the competitive trading environment and the depth of the      
market, the Group refined its focus-on-value approach and launched several new  
pre-paid product offerings during the last few months of the period under       
review. New package options were introduced into the market offering innovative 
tariff structures as well as loyalty/retention benefits. As a result, it is     
anticipated that a more desirable balance between pre-paid and post-paid        
subscribers as well as a reduction in pre-paid churn will be achieved.          
It is pleasing to note that MTN`s share of active subscribers has not been      
negatively impacted by the third operator.                                      
In regard to data, MTN was the first South African operator to market in        
launching GPRS services, branded as MTNDataLive. During the trial phase,        
approximately 30 000 users had tested the GPRS-enabled handsets.                
MTN South Africa has also partnered global technology companies Microsoft and   
Ericsson in delivering unique offerings to corporate South Africa. MTN Office   
Xchange was launched, allowing corporate access via cellphone to all            
functionalities of Microsoft Outlook through the customers` own mail servers.   
This is in line with providing customers cost-effective and useful applications 
and solutions rather than pure technologies. MTN South Africa continues to      
expand its partner base from technology providers to solution integrators. These
efforts have longer lead times but are expected to contribute to revenue in the 
future. While the impact of these new services is not yet materially reflected  
in the revenue numbers - data contributed around 3% or R172 million to the South
African revenue - it is anticipated that revenue from data will increase in the 
years to come.                                                                  
MTN International                                                               
MTN International`s operations have performed above expectations. Revenue       
increased from R449 million to R2 968,8 million compared to the same period last
year, with EBITDA levels reaching R1 056,2 million. All operations provided a   
positive contribution to profit after tax.                                      
MTN Cameroon achieved a turnaround in the period under review. With a new       
management team in place, revenue increased to R366,8 million and a 30% EBITDA  
margin was achieved. A profit after tax of R21,6 million was recorded before    
taking account of minority interests. Subscriber growth continues to be strong, 
reaching 316 000 by 30 September 2002, a 41% increase since March 2002. ARPU    
levels have stabilised at US$21.                                                
MTN Nigeria enjoyed a successful first year. Total revenue of R2 223,1 million  
was recorded with the EBITDA margin reaching 37%. A strong demand for our       
services resulted in a profit after tax of R420,7 million. During the period    
under review, significant investments were made in the network roll-out. MTN    
Nigeria now covers 26 cities and over 60 smaller towns, villages and communities
from a total of over 300 sites. MTN Nigeria is currently in the process of      
finalising its project finance facilities of around US$380 million. Given the   
better than anticipated performance, the funding plan was reviewed causing a    
delay in closing the financing arrangements.                                    
MTN Uganda continues to deliver strong results despite intensifying competition.
Subscriber numbers increased to 298 000, a 34% increase since March 2002, while 
ARPU levels declined only slightly to US$34.                                    
MTN Rwandacell and MTN Swaziland both turned in good performances. Subscriber   
growth was 30% to 90 000 and 15% to 63 000 subscribers respectively during the  
period under review.                                                            
Notwithstanding these pleasing results, MTN International`s African operations  
face a number of ongoing challenges, which includes managing the regulatory and 
political environment, currency volatilities and interconnect issues.           
Management, together with its local strategic partners, continues to address    
these issues in the respective countries.                                       
Strategic Investments                                                           
This division comprises Orbicom (Proprietary) Limited ("Orbicom"), MTN Network  
Solutions (Proprietary) Limited ("MTN NS") and Airborn. Orbicom`s core satellite
distribution business remained steady, whilst its Electronic Funds Transfer     
("EFT") operation in Ghana started to generate revenue. MTN NS continued to grow
its revenue base, although market conditions in its sector remain extremely     
competitive. Overall, the performance of the entities within Strategic          
Investments was below expectations.                                             
The South African government issued an Invitation to Apply ("ITA") for a 51%    
interest in the Second Network Operator ("SNO") in May this year. The Group has 
thoroughly investigated the opportunity and its potential impact on the         
telecommunications environment in South Africa. A decision was taken not to     
participate in the bid process. A Memorandum of Understanding was concluded with
one of the bidding consortiums, Goldleaf Trading (Proprietary) Limited, to      
leverage the Group`s infrastructure and network and to provide know-how on a    
commercial basis. The agreement is non-exclusive.                               
Directorate                                                                     
The Group also welcomes two non- executive directors, Ms Sindi Mabaso and Mr    
Alan van Biljon. Mr van Biljon will also serve as chairman of the Audit         
Committee. The board extends its thanks to Dr Chris Jardine who resigned from   
the board in October 2002.                                                      
PROSPECTS                                                                       
MTN South Africa faces a more maturing market and an increasingly competitive   
trading environment nevertheless, the Group anticipates that the performance of 
MTN International`s operations will contribute to ongoing growth. Overall, the  
board is confident that the Group will continue to perform soundly against its  
set objectives.                                                                 
The Group will continue to explore further African opportunities in line with   
its vision to become the leading provider of communication services on the      
continent.                                                                      
During the period under review, Mr Cyril Ramaphosa succeeded to the post of non-
executive chairman of the board and Mr Phuthuma Nhleko accepted the position of 
chief executive officer for the Group.                                          
DIVIDEND                                                                        
As a result of the ongoing funding requirement for the Group`s expansion into   
Africa, the directors believe that it is in the best interest of shareholders to
reinvest retained earnings to restrict borrowing levels. Accordingly, no interim
dividend is proposed. The dividend policy will be reviewed on a regular basis to
ensure optimisation of shareholder value.                                       
CAUTIONARY ANNOUNCEMENTS                                                        
The Group issued a cautionary announcement on 31 July in respect of its         
potential financial exposure following the liquidation of the CNA Group. Based  
on further legal review of the position, it is now considered unlikely that the 
MTN Group will have any additional exposure other than already anticipated. This
cautionary announcement is accordingly withdrawn.                               
The Group also issued a cautionary announcement on 22 November 2002 in respect  
of preliminary discussions in relation to a potential transaction involving its 
non-South African assets. No further developments have occurred since the       
release. Shareholders are still advised to exercise caution when dealing in MTN 
Group shares until a further announcement is made.                              
For and on behalf of the board                                                  
M C Ramaphosa  P F Nhleko                                                       
(Non-executive Chairman) (Chief Executive Officer)                              
26 November 2002                                                                
Sandton                                                                         
Consolidated income statement                                                   
               6 months    6 months*           Year*                            
               ended       ended               ended                            
30 Sept     30 Sept             31 March                         
               2002        2001                2002                             
               Reviewed    Reviewed   %        Audited                          
               Rm          Rm         change   Rm                               
Revenue        8 683,5     5 170,2    68,0     12 432,0                         
Cost of sales  (3 594,5)   (2 066,3)           (5 081,1)                        
Gross profit   5 089,0     3 103,9    64,0     7 350,9                          
Operating                                                                       
expenses                                                                        
- net of       (2 401,9)   (1 599,3)           (3 724,7)                        
sundry income                                                                   
Earnings                                                                        
before                                                                          
interest,                                                                       
taxation,                                                                       
depreciation                                                                    
and                                                                             
amortisation                                                                    
(EBITDA)       2 687,1     1 504,6    78,6     3 626,2                          
Depreciation   (766,8)     (455,3)             (1 081,6)                        
Amortisation   (138,3)     (50,5)              (175,1)                          
Profit from                                                                     
operations                                                                      
before                                                                          
goodwill                                                                        
amortisation   1 782,0     998,8      78,4     2 369,5                          
Goodwill       (297,5)     (291,8)             (592,0)                          
amortisation                                                                    
Profit from    1 484,5     707,0      110,0    1 777,5                          
operations                                                                      
Finance income 72,6        65,1                130,5                            
Finance costs  (352,3)     (222,0)             (447,4)                          
Share of                                                                        
profits                                                                         
(losses)                                                                        
of associates  0,8         (2,1)               (4,8)                            
Profit before  1 205,6     548,0      120,0    1 455,8                          
taxation                                                                        
Taxation       (409,8)     (328,7)             (908,4)                          
Profit after   795,8       219,3      262,9    547,4                            
taxation (PAT)                                                                  
Minority       (91,0)      6,0                 44,5                             
interest                                                                        
Attributable   704,8       225,3      212,8    591,9                            
earnings                                                                        
Contribution                                                                    
to                                                                              
attributable                                                                    
earnings                                                                        
Wireless       1 013,5     517,7      95,8     1 196,0                          
telecommunicat                                                                  
ions (MTN)                                                                      
- South Africa 750,1       663,3      13,1     1 454,3                          
- Rest of      263,4       (145,6)             (258,3)                          
Africa                                                                          
Satellite                                                                       
communications                                                                  
(Orbicom)      (11,2)      (0,6)               (12,1)                           
Gain on                                                                         
disposal of                                                                     
80%                                                                             
shareholding   (90,5)      -                   -                                
in MTN                                                                          
Cameroon                                                                        
Provision                                                                       
against loan                                                                    
arising on                                                                      
disposal of                                                                     
MTN Cameroon                                                                    
to                                                                              
reflect net    90,5        -                   -                                
asset value                                                                     
Basic headline 1 002,3     517,1      93,8     1 183,9                          
earnings                                                                        
Goodwill       (297,5)     (291,8)             (592,0)                          
amortisation                                                                    
Attributable   704,8       225,3      212,8    591,9                            
earnings                                                                        
Basic headline                                                                  
earnings                                                                        
per ordinary                                                                    
share (cents)                                                                   
Wireless       61,6        31,8       93,7     73,2                             
telecommunicat                                                                  
ions (MTN)                                                                      
- South Africa 45,6        40,8       11,8     89,0                             
- Rest of      16,0        (9,0)               (15,8)                           
Africa                                                                          
Satellite                                                                       
telecommunicat                                                                  
ions                                                                            
(Orbicom)      (0,7)       (0,0)               (0,7)                            
Basic headline                                                                  
earnings per                                                                    
share (cents)  60,9        31,8       91,5     72,5                             
Effect of      (18,1)      (17,9)              (36,3)                           
goodwill                                                                        
amortisation                                                                    
Attributable                                                                    
earnings                                                                        
per share      42,8        13,9       207,9    36,2                             
(cents)                                                                         
Number of                                                                       
ordinary                                                                        
shares in                                                                       
issue:                                                                          
- Weighted     1 646 566   1 626 067           1 632 853                        
average (000)                                                                   
- At period    1 651 292   1 638 007           1 640 437                        
end (000)                                                                       
*    Restated for change in accounting policy for connection incentives (note   
10)                                                                             
Summarised consolidated balance sheet                                           
                       6 months       6 months*  Year*                          
                       ended          ended      ended                          
                       30 Sept        30 Sept    31 March                       
2002           2001       2002                           
                       Reviewed       Reviewed   Audited                        
                       Rm             Rm         Rm                             
ASSETS                                                                          
Non-current assets     23 358,6       20 751,8   23 242,4                       
Property, plant and    9 044,5        6 296,9    8 321,6                        
equipment                                                                       
Goodwill               10 598,9       11 061,7   10 802,6                       
Intangible assets      3 193,3        3 017,6    3 684,8                        
Investments and loans  449,2          326,6      347,5                          
Deferred taxation      28,9           49,0       42,1                           
Non-current prepaid    43,8           -          43,8                           
tax                                                                             
Current assets         5 659,9        2 959,2    4 170,1                        
Bank balances,                                                                  
deposits, cash and                                                              
amounts receivable on  1 529,0        647,1      1 214,2                        
demand                                                                          
Securitised cash       1 248,3        9,6        354,1                          
deposits **                                                                     
Other current assets   2 882,6        2 302,5    2 601,8                        
Total assets           29 018,5       23 711,0   27 412,5                       
EQUITY AND                                                                      
LIABILITIES                                                                     
Capital and reserves                                                            
Ordinary               16 457,5       15 226,0   15 915,8                       
shareholders`                                                                   
interest                                                                        
Minority interests     941,1          595,5      820,6                          
Non-current            2 777,6        4 660,4    6 201,7                        
liabilities                                                                     
Long-term liabilities  1 821,7        3 886,2    5 297,8                        
Deferred taxation      955,9          774,2      903,9                          
Current liabilities    8 842,3        3 229,1    4 474,4                        
Non-interest bearing   4 207,4        2 405,9    3 996,7                        
liabilities                                                                     
Interest bearing       4 634,9        823,2      477,7                          
liabilities                                                                     
Total equity and       29 018,5       23 711,0   27 412,5                       
liabilities                                                                     
Net asset value per                                                             
ordinary share (rand)                                                           
- Book value           9,97           9,30       9,70                           
Net debt/equity        0,21           0,26       0,25                           
Net debt/equity        0,54           0,85       0,71                           
(excluding goodwill)                                                            
*    Restated for change in accounting policy for connection incentives and     
reclassification of letters of credit in MTN Nigeria from other current assets  
**   These monies are placed on deposit with banks in Nigeria to secure letters 
of credit                                                                       
Summarised consolidated cash flow statement                                     
                       6 months       6 months*  Year*                          
ended          ended      ended                          
                       30 Sept        30 Sept    31 March                       
                       2002           2001       2002                           
                       Reviewed       Reviewed   Audited                        
Rm             Rm         Rm                             
Cash inflows from      2 186,2        530,9      2 755,3                        
operating activities                                                            
Cash outflows from     (1 858,7)      (1 226,7)  (3 501,9)                      
investing activities                                                            
Cash inflows from      974,1          394,9      702,4                          
financing activities                                                            
Net increase                                                                    
(decrease) in cash                                                              
and                                                                             
cash equivalents       1 301,6        (300,9)    (44,2)                         
Cash and cash          1 230,4        803,7      803,7                          
equivalents at                                                                  
beginning of period                                                             
Reclassification from  -              24,9       354,1                          
other current assets                                                            
Foreign entities       (11,2)         (28,5)     116,8                          
translation                                                                     
adjustment                                                                      
Cash and cash          2 520,8        499,2      1 230,4                        
equivalents at end of                                                           
period                                                                          
*    Restated for change in accounting policy for connection incentives (note   
10)                                                                             
Summarised group statement of changes in shareholders` equity                   
                       6 months       6 months   Year                           
                       ended          ended      ended                          
                       30 Sept        30 Sept    31 March                       
2002           2001       2002                           
                       Reviewed       Reviewed   Audited                        
                       Rm             Rm         Rm                             
Opening balance at 1   15 949,1       14 766,9   14 766,9                       
April                                                                           
Change in accounting   (33,3)         (52,6)     (52,6)                         
policy                                                                          
Restated opening       15 915,8       14 714,3   14 714,3                       
balance at 1 April                                                              
Net profit             704,8          225,3      591,9                          
attributable to                                                                 
ordinary shareholders                                                           
Dividends              -              (0,5)      (0,4)                          
Share capital issued                                                            
at a premium                                                                    
less share issue       138,2          314,8      348,9                          
expenses                                                                        
Share election         -              (113,5)    (113,5)                        
reserve                                                                         
Exchange differences                                                            
arising on                                                                      
translation of         (301,3)        85,6       374,6                          
foreign entities                                                                
                       16 457,5       15 226,0   15 915,8                       
Segment analysis                                                                
                       6 months       6 months*  Year*                          
                       ended          ended      ended                          
                       30 Sept        30 Sept    31 March                       
2002           2001       2002                           
                       Reviewed       Reviewed   Audited                        
                       Rm             Rm         Rm                             
REVENUE                                                                         
Wireless               8 615,5        5 121,3    12 331,0                       
telecommunications                                                              
(MTN)                                                                           
 - South Africa        5 646,7        4 672,3    9 981,7                        
- Rest of Africa      2 968,8        449,0      2 349,3                        
Satellite              68,0           48,9       101,0                          
communications                                                                  
(Orbicom)                                                                       
8 683,5        5 170,2    12 432,0                       
EBITDA                                                                          
Wireless               2 691,3        1 499,8    3 630,0                        
telecommunications                                                              
(MTN)                                                                           
 - South Africa        1 635,1        1 447,2    3 190,6                        
 - Rest of Africa      1 056,2        52,6       439,4                          
Satellite              (4,2)          4,8        (3,8)                          
communications                                                                  
(Orbicom)                                                                       
                       2 687,1        1 504,6    3 626,2                        
PAT                                                                             
Wireless               1 102,9        511,5      1 148,4                        
telecommunications                                                              
(MTN)                                                                           
 - South Africa        749,1          662,6      1 451,9                        
- Rest of Africa      353,8          (151,1)    (303,5)                        
Satellite              (11,2)         (0,6)      (12,1)                         
communications                                                                  
(Orbicom)                                                                       
Corporate head office  (295,9)        (291,6)    (588,9)                        
(goodwill)                                                                      
                       795,8          219,3      547,4                          
*    Restated for change in accounting policy for connection incentives (note   
10)                                                                             
Notes                                                                           
1.   Basis of accounting                                                        
     These consolidated condensed interim financial statements are prepared in  
accordance with South African Statements of Generally Accepted Accounting       
Practice (GAAP) and Schedule 4 of the South African Companies Act (Act No 61 of 
1973) as amended. The accounting policies are consistent with those used in the 
annual financial statements for the year ended 31 March 2002, except for the    
change in accounting policy relating to the capitalisation and amortisation of  
connection incentives, which are now recognised as costs in the period incurred.
2.   Comparatives                                                               
     Where necessary, comparative figures have been adjusted to conform with    
changes in presentation in the current period.                                  
3.   Earnings per ordinary share                                                
     The calculation of basic headline earnings per ordinary share is based on  
attributable earnings before goodwill amortisation of R1 002,3 million (2001:   
R517,1million) and a weighted average of 1 646 566 391 (2001: 1 626 067 069)    
ordinary shares in issue.                                                       
     No fully diluted earnings per ordinary share, in respect of debentures and 
options convertible into ordinary shares, have been disclosed as the potential  
dilution is not considered to be material.                                      
4.   Independent review by the auditors                                         
     These interim results have been reviewed by our joint auditors             
PricewaterhouseCoopers Inc. and Nkonki Sizwe Ntsaluba Inc., who have performed  
their review in accordance with the guideline "Guidance for Auditors on Review  
of Interim Financial Information" issued by the South African Institute of      
Chartered Accountants.                                                          
     The scope of the review was to enable the joint auditors to report that    
nothing came to their attention that caused them to believe that the interim    
financial information needs modification, so as to fairly present, in accordance
with South African Statements of Generally Accepted Accounting Practice, in all 
material respects, the financial position of the Group at 30 September 2002, and
the results of its operations, cash flows and changes in equity for the period  
then ended.                                                                     
     It should be recognised that their review did not constitute an audit where
a high level of assurance is expressed on the fair presentation of the interim  
financial information. Accordingly, PricewaterhouseCoopers Inc. and Nkonki Sizwe
Ntsaluba Inc. expressed only a moderate level of assurance on the fair          
presentation of the interim financial information.                              
     A copy of their unqualified review report is available for inspection at   
the registered office of the company.                                           
5.   Listing requirements                                                       
     This interim report has been prepared in compliance with the Listings      
Requirements of the JSE Securities Exchange South Africa.                       
6 months      6 months    Year                     
                             ended         ended       ended                    
                             30 Sept       30 Sept     31 March                 
                             2002          2001        2002                     
Reviewed      Reviewed    Audited                  
                             Rm            Rm          Rm                       
6.  Interest bearing                                                            
    liabilities                                                                 
Call borrowings          256,5         157,5       337,9                    
    Short-term borrowings    4 378,4       665,7       139,8                    
    Current liabilities      4 634,9       823,2       477,7                    
    Long-term liabilities    1 821,7       3 886,2     5 297,8                  
6 456,6       4 709,4     5 775,5                  
7.  Capital expenditure      1 833,6       1 239,1     3 355,7                  
    incurred                                                                    
8.  Contingent liabilities                                                      
and commitments                                                             
    Local currency           94,8          61,1        181,6                    
    guarantees (ZAR                                                             
    equivalent)                                                                 
Operating leases         782,0         1 262,1     954,7                    
    Commitments for capital                                                     
    expenditure                                                                 
    - Contracted for         1 790,6       481,6       876,0                    
- Authorised but not     2 614,4       2 263,6     5 790,7                  
    contracted for                                                              
9.  Cash and cash                                                               
    equivalents                                                                 
Bank balances, deposits  1 529,0       647,1       1 214,2                  
    and cash                                                                    
    Securitised cash         1 248,3       9,6         354,1                    
    deposits                                                                    
Call borrowings          (256,5)       (157,5)     (337,9)                  
                             2 520,8       499,2       1 230,4                  
10.  Change in accounting policy                                                
     During the interim period ended 30 September 2002, the Group  changed its  
accounting policy with respect to the treatment of capitalisation and           
amortisation of connection incentives. In order to align with international     
industry practice, the Group now recognises connection incentives as costs in   
the period incurred rather than capitalising connection incentives and          
amortising the cost over 12 months. The comparative amounts have been           
appropriately restated. The effects of the change are as follows:               
                             6 months      6 months    Year                     
                             ended         ended       ended                    
30 Sept       30 Sept     31 March                 
                             2002          2001        2002                     
                             Reviewed      Reviewed    Audited                  
                             Rm            Rm          Rm                       
(Decrease) increase in   (17,2)        (12,4)      19,3                     
    profit after tax                                                            
    (Decrease) increase in   (24,6)        (17,8)      27,5                     
    profit before tax                                                           
Taxation                 7,4           5,4         (8,2)                    
    (Decrease) increase in   (33,3)        (52,6)      (52,6)                   
    opening accumulated                                                         
    profits                                                                     
Gross                    (47,6)        (75,1)      (75,1)                   
    Taxation                 14,3          22,5        22,5                     
     The change in accounting policy has no effect on the minority interests.   
11.  Changes in shareholding of subsidiaries                                    
Disposal of 30% shareholding in MTN Cameroon                               
     In April 2002, MTN Mauritius sold 30% of its holding in MTN Cameroon, on   
loan account, to Broadband Telecom Limited, a company incorporated in Cameroon  
in compliance with licence obligations.                                         
The Group`s financial position has not been significantly affected by this 
transaction.                                                                    
     The results of MTN Cameroon are consolidated into the Group financial      
statements. However, in terms of certain conditions of the disposal agreement,  
80% of MTN Cameroon`s economic risk still vests with the Group and therefore the
consolidated financial statements include 80% of the results of MTN Cameroon.   
     Increase in shareholding in MTN Nigeria                                    
     During the period the Group increased its shareholding in MTN Nigeria from 
77,5% to 79,5% as a result of further capital provided to MTN Nigeria.          
Registration number: 1994/009584/06 (Incorporated in the Republic of South      
Africa)  Share code: MTN  ISIN code: ZAE000042164  American Depository Receipt  
(ADR) Programme: Cusip No 5527IU109 ADR to ordinary share 1:1  Depository: The  
Bank of New York, 101 Barclay Street, New York NY 10286 USA  Registered office: 
3 Alice Lane * Sandown Extension 38 * 2196                                      
Non-executive directors: M C Ramaphosa (Chairman) * D D B Band * Z N A Cindi * P
L Heinamann * S N Mabaso * A van Biljon * L C Webb (alternate) * J R D Modise   
(alternate)  Executive directors: P F Nhleko (CEO) * I Charnley * R S Dabengwa *
R D Nisbet * P L Zim  Company secretary: M M R Mackintosh * 3 Alice Lane *      
Sandown Extension 38 * 2196 * Private Bag 9955 * Sandton * 2146                 
Transfer secretaries: Computershare Investor Services Limited * 70 Marshall     
Street * Johannesburg * 2001 * PO Box 1053 * Johannesburg 2000  Joint auditors: 
Nkonki Sizwe Ntsaluba Inc. * 1 Woodmead Drive * Sandton * 2196 * PO Box 2939 *  
Saxonwold * 2132 and PricewaterhouseCoopers Inc. * 2 Eglin Road * Sunninghill   
2157 * Private Bag X36 * Sunninghill * 2157                                     
E-mail: investor_relations@mtn.co.za     These results can be viewed on the     
Group`s website at http://www.mtngroup.com