PRELIMINARY REVIEWED RESULTS FOR THE YEAR ENDED 320 Jun 2003
MTN GROUP LIMITED -
MTN Group Limited                                                               
formerly M-Cell limited                                                         
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
Share code MTN                                                                  
ISIN ZAE000042164                                                               
Preliminary reviewed results for the year ended 31 March 2003                   
Revenue increased by 56%                                                        
EBITDA increased by 71%                                                         
Adjusted headline earnings per share increased by 97%                           
Total number of subscribers increased by 41%                                    
Review of results                                                               
The MTN Group is pleased to report a 97% increase in adjusted headline earnings 
per share ("Adjusted HEPS") to 142,8 cents for the financial year ended 31 March
2003.                                                                           
The Group"s consolidated revenue increased by 56% to R19 405 million compared to
last year. Earnings before interest, tax, depreciation and amortisation         
("EBITDA") grew 71% to R6 217 million, while Adjusted HEPS increased by 97% to  
142,8 cents. During the past financial year, both MTN Cameroon Limited          
("MTNCameroon") and MTN Nigeria Communications Limited ("MTN Nigeria") were     
profitable after tax and contributed R81 million and R911 million respectively, 
to the Group"s adjusted headline earnings.                                      
In line with its set objective of diversifying its income sources, the Group now
derives 36% of its revenue, 46% of its EBITDA, and 38% of its adjusted headline 
earnings from its non-South African operations. As a result of this             
diversification the Group"s earnings are and will be increasingly impacted by   
currency fluctuations.                                                          
An overall EBITDA margin of 32,0% for the Group was recorded which compares     
favourably to last years 29,2%. The Group"s international operations recorded an
overall EBITDA margin of 40,8%. MTN South Africa, which comprises Mobile        
Telephone Networks (Proprietary) Limited ("MTN") and MTN Service Provider       
(Proprietary) Limited ("MTN SP") (together "MTN South Africa") recorded an      
EBITDA margin of 27,6% for the year. This decline was primarily as a result of  
increased subscriber acquisition costs, as well as increased interconnect costs.
Net finance costs for the Group increased by 164% to R833 million compared to   
last year"s R316 million. This was primarily a result of increased borrowings by
MTN Nigeria, which had raised financing facilities during the previous period   
and utilised these funds for network expansion in the current period.           
The Group"s tax rate, excluding goodwill amortisation charges, declined to      
19,6%. This was mainly due to MTNNigeria"s pioneer status (tax holiday) coupled 
with its deferred tax asset raised in accordance with AC102.                    
Adjusted HEPS increased by 97% to 142,8 cents. MTN South Africa contributed 90,2
cents, a 1% increase on last year, while MTN International, which comprises the 
Group"s non-South African operations, increased its contribution to 54,4 cents, 
compared to a loss of 15,8 cents last year.                                     
The Group"s total assets increased by 3% to R28 156 million from 31 March 2002. 
Due to the strengthening of the Rand during the year from R11,4 to R7,9 to the  
US$ at 31 March 2003, foreign currency translation reserves were reduced by a   
total of R930 million.                                                          
Aided by the strengthening Rand, long-term liabilities reduced by 39% to R3235  
million, while short-term borrowings, including overdrafts, increased from R478 
million to R1600 million, primarily due to commercial paper borrowings by MTN   
Nigeria against its short-term locally raised facility.                         
Total net debt for the Group deducting cash of R1 542 million and security      
deposits of R586 million, has decreased by 36% to R2 707 million from R4 208    
million last year. Approximately R1 billion of the decrease was due to the      
strengthening of the Rand, the balance being strong cash flows from operations. 
As a result, the Group"s gearing ratio, being interest-bearing net borrowings as
a percentage of total equity adjusted for capitalised goodwill decreased to 35% 
from 71% last year.                                                             
The Group"s net off-shore US$ borrowings in MTN International (Mauritius)       
Limited ("MTN Mauritius"), raised to finance the initial capital investments in 
Nigeria, were US$204 million at the year-end. The debt in MTN Mauritius is      
partly hedged by a sinking fund policy taken out in October 2002. The net       
unhedged position has been reduced to US$157 million. The total cost including  
foreign exchange losses due to the strengthening of the Rand on this investment 
amounted to R125 million. Management continues to pursue every effort to reduce 
this exposure in line with the South African Reserve Bank ("SARB") regulations. 
Subsequent to year-end, permission was received from the SARB to repay US$20,5  
million, and following the announcement by the Minister of Finance of the       
further liberalisation of exchange control, the Group has obtained permission to
externalise in the region of R900 million for network expansion within its      
Nigeria operations.                                                             
The following significant matters had an impact on the results:                 
As prescribed by South African Statement of Generally Accepted Accounting       
Practice AC102, a deferred tax asset has been raised as a result of deductible  
temporary differences within the Group"s Nigerian operations, which turned      
profitable during the year. This enhanced MTN Group"s basic headline earnings by
R128 million for the current financial year. The actual economic benefit to be  
derived from this deferred tax asset is uncertain as it will only be realised   
once MTN Nigeria emerges from the five year tax holiday period granted to it    
under the "pioneer status" legislation. Current accounting standards do not     
permit the discounting of such assets to take cognisance of timing and currency 
uncertainties. As a result, the board of directors has taken a decision to      
report, in addition to basic headline earnings, adjusted headline earnings that 
exclude the effect of the deferred tax asset, as it does not consider the       
unadjusted basic headline earnings a fair representation of the results for the 
year. Further details on the financial results had the deferred tax asset not   
been raised, are provided in the notes to the financial statements.             
The Group disposed of a 30% interest in MTN Cameroon to Broadband Telecom, a    
Cameroonian partner/shareholder group, in compliance with Cameroonian licence   
obligations, for a consideration of US$29,8 million on loan account effective in
April 2002.                                                                     
A change in accounting policy was implemented to bring the Group"s treatment of 
connection incentives 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. Details in this regard are given in the notes to the    
financials.                                                                     
Operational report                                                              
A total of 6,7 million capable subscribers were recorded in MTN Group"s managed 
operations, an increase of 41% since March 2002, with 6,1 million of these      
directly attributable to the MTN Group calculated on equity ownership.          
MTN SOUTH AFRICA                                                                
MTN South Africa experienced a challenging year. Although revenue increased by  
23% to R12 298 million, EBITDA grew by a modest 6% to R3 389 million with EBITDA
margin declining from 32,0% to 27,6%. This reduction was primarily due to       
competitive trading conditions and aggressive acquisition strategies in the post
paid market which resulted in increased subscriber acquisition costs in the form
of handset and subscription subsidies. MTN"s post-paid subscriber base increased
by a net 123 000 subscribers as a result.                                       
Overall, capable subscriber numbers increased steadily, with a growth of 22% to 
4 723 000. This consisted of 975 000 post-paid subscribers, an increase of 14%  
year on year, and 3 748 000 pre-paid subscribers, reflecting a year on year     
increase of 24%. The healthy subscriber growth in both segments can be          
attributed to several new product launches as well as very competitive pricing  
options during the year. MTN South Africa re-launched its pre-paid offering with
several new tariff plans including MTN PayBack, a regressive pricing plan, aimed
at enhancing subscriber loyalty.                                                
Blended Average Revenue per User ("ARPU") per month of R206 was recorded for the
year. This decline of 2%, compared to half year numbers, and 1% to last year,   
was primarily due to the shift in subscriber mix towards the pre-paid segment,  
which constitutes approximately 79,4% of MTN South Africa"s subscriber base.    
ARPU for post-paid subscribers continued to increase and was recorded at R607,  
with pre-paid ARPU declining by 4% to R101 since March 2002.                    
MTN was the first South African operator to market General Packet Radio Services
("GPRS"), branded as MTNdataLive. At year-end, approximately 30 000 active GPRS 
users were recorded on the network. Total data revenue now contributes 3,3% to  
MTN South Africa"s revenue.                                                     
Subsequent to year-end, the Minister of Communications announced the terms and  
conditions in respect of access to 1800Mhz frequency. MTN welcomes the          
Minister"s announcement as both constructive and positive, and believes the     
respective frequency and radio licence fees, as well as the prescribed universal
service obligations, to be fair and equitable.                                  
MTN INTERNATIONAL                                                               
MTN International"s operations continue to perform above expectations. All      
operations provided a positive contribution to profit after tax of R1194 million
(adjusted for the deferred tax asset in Nigeria).                               
MTN Cameroon achieved a positive turn-around from March 2002. Under the new     
management team, which began managing the operations in June 2002, revenue      
increased by 94% to R874 million while EBITDA increased by 254% to R297 million.
An EBITDA margin of 34,0% and a profit after tax of R102 million were recorded. 
MTN Cameroon, with a subscriber base of 431 000 as at 31 March 2003, has an     
estimated market share of 54%. ARPU levels eased to US$21 from US$24.           
MTN Nigeria recorded a strong set of results for its first full year of         
operation. Revenue increased from R1 316 million to R5 361 million year on year,
generating EBITDA of R2 088 million and a R1 146 million profit after tax, not  
taking into account the deferred tax asset raised in accordance with AC102. With
an estimated market share of 59%, MTN Nigeria has become an integral part of the
socio-economic environment in Nigeria. Subscriber numbers increased from 327 000
as at 31 March 2002 to 1 037 000 as at 31 March 2003. ARPU of US$57 was         
achieved. Due to the high demand for mobile communication services, MTN         
Nigeria"s network experienced high congestion rates resulting in lower network  
quality. As a result, the sale of pre-paid packages was initially slowed through
increased connection fees, and subsequently through a reduction in the sale of  
pre-paid packages to allow the network roll-out to catch up with subscriber     
demand. In January 2003, "Y"helloBahn", a 3 400 km microwave backbone, was      
launched to increase transmission quality and availability on the network. As at
31 March 2003, some 40 cities and 100 smaller towns and communities have been   
connected to the network through Y"helloBahn. Geographic coverage of the country
is estimated at 14%, while population coverage has reached an estimated 38%. A  
key area of focus is to increase network capacity and to prepare for the entry  
of an additional fixed/mobile competitor. Despite this strong performance by MTN
Nigeria to date, significant additional capital expenditures and investments are
still required. For this purpose, MTN Nigeria is currently in the process of    
raising project finance facilities of approximately US$380 million.             
Subsequent to year-end, President Olusegun Obasanjo was re-elected to office.   
This is expected to provide continuity to the economic development of the       
country.                                                                        
MTN Uganda continues to deliver strong results despite intensifying competition.
With a mobile market share of 71%, subscriber numbers increased to 363 000, a   
64% increase since March 2002, while ARPU levels declined to US$28 from US$37.  
MTN Rwandacell and MTN Swaziland performed in line with expectations recording  
subscriber numbers of 105 000 - a 52% increase, and 68 000 - a 24% increase,    
respectively.                                                                   
Despite this strong set of results, the Group"s international operations        
continue to monitor factors such as regulatory issues, currency fluctuations and
interconnect receivable collection which are addressed with the assistance of   
the respective local strategic partners.                                        
STRATEGIC INVESTMENTS                                                           
This division comprises Orbicom (Proprietary) Limited ("Orbicom"), MTN Network  
Solutions (Proprietary) Limited ("MTN NS") and Airborn. Orbicom"s core satellite
signal distribution business remained steady. The Electronic Funds Transfer     
("EFT") operation in Ghana has performed below expectations, and alternative    
strategies are currently being explored. MTN NS completed its core national     
network roll-out during the financial year ended 31 March 2003 as well as the   
construction of a new commercial hosting facility in Rosebank.                  
Prospects                                                                       
Assuming current market conditions continue, the Board is confident that the    
Group"s operations will show satisfactory earnings growth in the year ahead. MTN
South Africa is projected to grow their contribution to subscriber and earnings 
growth.  The international operations are expected to maintain strong positive  
cash flows. In the face of a maturing local market, management is implementing  
strategies to optimise performance. The Group is exploring value enhancing      
activities, in line with its vision of becoming the leading provider of         
communication services on the continent.                                        
Directorate                                                                     
Subsequent to year end, an announcement was made that Ms Santie Botha will join 
the MTN Group board in the capacity of Executive Director: Marketing, with      
effect from 7 July 2003.                                                        
Dividend                                                                        
The directors believe that it is in the best interest of shareholders to        
reinvest retained earnings in the expansion of the operations and reduction of  
borrowing levels where appropriate. Accordingly, no final dividend is proposed. 
Taking the strong cash generation of the South African operations and the       
reducing debt levels into consideration, the dividend policy will be regularly  
reviewed to ensure optimisation of shareholder value.                           
Shareholder matters                                                             
During the period under review, Transnet Limited, through Ice Finance BV,       
disposed of an approximate 18,7% interest in MTN Group to Newshelf 664          
(Proprietary) Limited ("Newshelf"). Newshelf is a special purpose vehicle       
established for the benefit of eligible MTN management and staff and is funded  
through a long-term six year funding structure involving redeemable preference  
shares, participating preference shares and promissory notes. The shares in     
Newshelf will be held for the benefit of approximately 2 400 MTN staff. No      
financial assistance for the transaction was provided by the eligible MTN Group 
and a committee of independent non-executive directors was set-up to consider   
the impact of the transaction on the Group. The committee, after having sought  
professional advice, concluded that no negative impact on the Group is expected 
as a result of this transaction.                                                
In February 2003, Johnnic Holdings Limited ("Johnnic") announced its intention  
to unbundle the majority of its 36,5% shareholding in MTN Group to its          
shareholders. On 3 June 2003, Johnnic"s shareholders approved the unbundling of 
a 31,9% interest in MTN Group. The record date for the unbundling is 20 June    
2003.                                                                           
It is envisaged that the National Empowerment Consortium, which will receive an 
estimated 8,8% interest in the MTN Group as a result of the unbundling, will    
enter into a voting pool agreement with Newshelf. The free-float of MTN Group   
shares, being the shares freely available for trading, will increase accordingly
to an expected 72,5%.                                                           
For and on behalf of the Board                                                  
M C Ramaphosa          P F Nhleko                      19 June 2003             
(Chairman)             (Chief Executive Officer)       Sandton                  
Certain statements in this announcement that are neither reported financial     
results nor other historical information are forward looking statements,        
relating to matters such as future earnings, savings, synergies, events, trends,
plans or objectives.                                                            
Undue reliance should not be placed on such statements because they are         
inherently subject to known and unknown risks and uncertainties and can be      
affected by other factors, that could cause actual results and Company plans and
objectives to differ materially from those expressed or implied in the forward- 
looking statements (or from past results).                                      
Unfortunately the Company cannot undertake to publicly update or revise any of  
these forward-looking statements, whether to reflect new information or future  
events or circumstances or otherwise.                                           
Consolidated income statement                                                   
                                Year ended     Year ended*                      
                                31 March 2003  31 March 2002                    
                                Reviewed       Audited        %                 
Rm             Rm             change            
Revenue                         19 405         12 432         56                
Cost of sales                   (8 321)        (5 081)                          
Gross profit                    11 084         7 351          51                
Operating expenses                                                              
- net of sundry income          (4 867)        (3 725)                          
Earnings before interest,                                                       
taxation,depreciation and                                                       
amortisation (EBITDA)           6 217          3 626          71                
Depreciation                    (1 651)        (1 082)                          
Amortisation                    (233)          (175)                            
Profit from operations before                                                   
goodwill amortisation           4 333          2 369          83                
Goodwill amortisation           (596)          (592)                            
Profit from operations          3 737          1 777          110               
Finance income                  124            131                              
Finance costs                   (957)          (447)                            
Share of profits (losses)                                                       
of associates                   1              (5)                              
Profit before taxation          2 905          1 456          100               
Taxation                        (687)          (908)                            
Profit after taxation (PAT)     2 218          548            305               
Minority interest               (289)          44                               
Attributable earnings           1 929          592            226               
Headline earnings                                                               
Attributable earnings           1 929          592            226               
Less: Non-headline earnings                                                     
items                                                                           
Goodwill amortisation           596            592                              
Gain on disposal of 20%                                                         
shareholding in MTN Cameroon    (91)           -                                
Provision against loan arising                                                  
on disposal of MTN Cameroon to                                                  
reflect net asset value         49             -                                
Basic headline earnings         2 483          1 184          110               
Less: Adjustment                                                                
Reversal of deferred tax credit                                                 
(see note 10)      (128)                                                        
Adjusted headline earnings      2 355          1 184          99                
Reconciliation of headline                                                      
earnings per ordinary                                                           
share (cents)                                                                   
Attributable earnings                                                           
per share (cents)               117,0          36,2           223               
Effect of goodwill amortisation 36,1           36,3                             
Effect of disposal of stake                                                     
in MTN Cameroon                 (2,5)          -                                
Basic headline earnings                                                         
per share (cents)               150,6          72,5           108               
Effect of reversal of deferred                                                  
tax credit (see note 10)        (7,8)                                           
Adjusted headline earnings                                                      
per share (cents)               142,8          72,5           97                
Contribution to adjusted                                                        
headline earnings per ordinary                                                  
share (cents)                                                                   
Wireless telecommunications                                                     
(MTN)                           144,6          73,2           98                
- South Africa                  90,2           89,0           1                 
- Rest of Africa                54,4           (15,8)                           
Satellite communications                                                        
(Orbicom)                       (1,8)          (0,7)                            
Adjusted headline earnings                                                      
per share (cents)               142,8          72,5           97                
Number of ordinary shares                                                       
in issue:                                                                       
- Weighted average (000)        1 648 530      1 632 853                        
- At period end (000)           1 652 057      1 640 437                        
* Restated for change in accounting policy for connection incentives (note 11). 
Summarised consolidated balance sheet                                           
                                       Year ended      Year ended*              
                                       31 March 2003   31 March 2002            
Reviewed        Audited                  
                                       Rm              Rm                       
ASSETS                                                                          
Non-current assets                     22 842          23 243                   
Property, plant and equipment          9 374           8 322                    
Goodwill                               10 298          10 803                   
Intangible assets                      2 263           3 685                    
Investments and loans                  734             347                      
Deferred taxation                      173             42                       
Non-current prepaid tax                -               44                       
Current assets                         5 314           4 170                    
Bank balances, deposits, cash                                                   
and amounts receivable on demand       1 542           1 214                    
Securitised cash deposits **           586             354                      
Other current assets                   3 186           2 602                    
Total assets                           28 156          27 413                   
EQUITY AND LIABILITIES                                                          
Capital and reserves                                                            
Ordinary shareholders" interest        17 063          15 916                   
Minority interests                     882             820                      
17 945          16 736                   
Non-current liabilities                4 042           6 202                    
Long-term liabilities                  3 235           5 298                    
Deferred taxation                      807             904                      
Current liabilities                    6 169           4 475                    
Non-interest bearing liabilities       4 569           3 997                    
Interest bearing liabilities           1 600           478                      
Total equity and liabilities           28 156          27 413                   
Net asset value per ordinary                                                    
share (rand)                                                                    
- Book value                           10,33           9,70                     
Net debt/equity                        0,15            0,25                     
Net debt/equity (excluding goodwill)   0,35            0,71                     
*   Restated for change in accounting policy for connection incentives and      
reclassification of letter 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                                     
                                       Year ended      Year ended*              
                                       31 March 2003   31 March 2002            
Reviewed        Audited                  
                                       Rm              Rm                       
Cash inflows from operating                                                     
activities                             5 330           2 755                    
Cash outflows from investing                                                    
activities                             (4 333)         (3 502)                  
Cash inflows from financing                                                     
activities                             187             702                      
Net increase (decrease) in cash                                                 
and cash equivalents                   1 184          (45)                      
Cash and cash equivalents at                                                    
beginning of period                    1 230           804                      
Reclassification from other                                                     
current assets                         -               354                      
Foreign entities translation                                                    
adjustment                             (492)           117                      
Cash and cash equivalents at                                                    
end of period                          1 922           1 230                    
* Restated for change in accounting policy for connection incentives (note 11). 
Summarised group statement of changes in shareholders" equity                   
Year ended      Year ended               
                                       31 March 2003   31 March 2002            
                                       Reviewed        Audited                  
                                       Rm              Rm                       
Opening balance at 1 April             15 916          14 767                   
Change in accounting policy            -               (53)                     
Restated opening balance at 1 April    15 916          14 714                   
Net profit attributable to                                                      
ordinary shareholders                  1 929           592                      
Share capital issued at a premium                                               
less share issue expenses              148             349                      
Share election reserve                 -               (114)                    
Exchange differences arising on                                                 
translation of foreign entities        (930)           375                      
                                       17 063          15 916                   
Segmental analysis                                                              
Year ended      Year ended*              
                                       31 March 2003   31 March 2002            
                                       Reviewed        Audited                  
                                       Rm              Rm                       
REVENUE                                                                         
Wireless telecommunications (MTN)                                               
- South Africa                         12 298          9 982                    
- Rest of Africa                       6 972           2 349                    
19 270          12 331                   
Satellite communications (Orbicom)     135             101                      
                                       19 405          12 432                   
EBITDA                                                                          
Wireless telecommunications (MTN)                                               
- South Africa                         3 389           3 191                    
- Rest of Africa                       2 842           439                      
                                       6 231           3 630                    
Satellite communications (Orbicom)     (14)            (4)                      
                                       6 217           3 626                    
PAT                                                                             
Wireless telecommunications (MTN)                                               
- South Africa                         1 485           1 452                    
- Rest of Africa                       1 355           (303)                    
                                       2 840           1 149                    
Satellite communications (Orbicom)     (29)            (12)                     
Corporate head office (goodwill)       (593)           (589)                    
                                       2 218           548                      
* Restated for change in accounting policy for connection incentives (note 11). 
Notes                                                                           
1. Basis of accounting                                                          
These condensed consolidated preliminary results have been 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  
(see note 11).                                                                  
2. Comparatives                                                                 
Where necessary, comparative figures have been adjusted to conform with changes 
in presentation in the current year.                                            
3. Headline earnings per ordinary share                                         
The calculation of basic and adjusted headline earnings per ordinary share are  
based on basic headline earnings of R2483 million (2002: R1184 million) and     
adjusted headline earnings of R2355 million (2002: R1184 million) respectively, 
and a weighted average of 1648529716 (2002: 1632852938) 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 condensed consolidated preliminary results have been reviewed by our joint
auditors PricewaterhouseCoopers Inc. and SizweNtsaluba vsp Inc., who have       
performed their review in accordance with Statements of South African Auditing  
Standards applicable to review engagements.                                     
The scope of their review was to enable the joint auditors to report that       
nothing came to their attention that caused them to believe that the condensed  
consolidated preliminary results need 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 31   
March 2003, and the results of its operations, cash flows and changes in equity 
for the year then ended.                                                        
A copy of their unqualified review report is available for inspection at the    
registered office of the Company.                                               
5. Listing requirements                                                         
This preliminary announcement has been prepared in compliance with the Listings 
Requirements of the JSE Securities Exchange South Africa.                       
                                       Year ended      Year ended               
                                       31 March 2003   31 March 2002            
                                       Reviewed        Audited                  
Rm              Rm                       
6. Interest bearing liabilities                                                 
Call borrowings                        206             338                      
Short-term borrowings                  1 394           140                      
Current liabilities                    1 600           478                      
Long-term liabilities                  3 235           5 298                    
                                       4 835           5 776                    
7. Capital expenditure incurred        4 235           3 356                    
8. Contingent liabilities and                                                   
commitments                                                                     
Local currency guarantees                                                       
(ZAR equivalent)                       -               182                      
Foreign currency guarantees            52              -                        
Operating leases                       1 377           955                      
Finance leases                         316             -                        
Commitments for capital expenditure                                             
- Contracted                           1 144           876                      
- Authorised but not contracted        5 467           5 791                    
9. Cash and cash equivalents                                                    
Bank balances, deposits and cash       1 542           1 214                    
Securitised cash deposits              586             354                      
Call borrowings                        (206)           (338)                    
                                       1 922           1 230                    
10. Recognition of deferred tax asset                                           
The Group"s subsidiary in Nigeria has been granted a five-year tax holiday from 
commencement of operations. Furthermore, all capital allowances arising during  
this five-year period may be carried forward and claimed as deductions against  
taxable income from its sixth year of operations onwards. A deferred tax asset  
of R128 million relating to these deductible temporary differences has been     
recognised as at 31 March 2003 in terms of the strict interpretation of AC102,  
which requires a deferred tax asset to be raised where it is probable that      
future profits will be generated in order to utilise the deductible temporary   
differences.                                                                    
The Directors have reservations about whether this prescribed accounting        
treatment supports the fair presentation of the Group"s results. As with any    
enterprise, the Group faces inherent uncertainties in the markets in which it   
operates and over which it has little or no control, the effects of which could 
negatively impact the future utilisation/realisation of the deferred tax asset  
in question. AC102 does not permit deferred tax balances to be discounted.      
Therefore, neither the time value of money, nor any future currency movements   
may be factored into measuring the deferred tax asset. The Directors question   
the appropriateness of this prohibition given the considerable amount of time   
between recognition and realisation of this deferred tax asset. The effect of   
raising this deferred tax asset is to enhance earnings in the first five years  
of operation, against an asset which only realises in periods beyond the        
foreseeable future.                                                             
The Directors have therefore excluded the effect of this deferred tax asset in  
calculating adjusted headline earnings, in order to aid the fair presentation   
and interpretation of the results to 31 March 2003. The Directors intend to make
representations to the International Financial Reporting Standards Board in the 
near future in an effort to address this perceived anomaly in accounting        
standards, and intend to re-visit this accounting treatment, pending the outcome
of those representations.                                                       
11. Change in accounting policy                                                 
The Group changed its accounting policy with respect to the treatment of        
capitalisation and amorisation of connection incentives over 12 months. In order
to align itself 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 effect of the change is as        
follows:                                                                        
                                       Year ended      Year ended               
                                       31 March 2003   31 March 2002            
                                       Reviewed        Audited                  
Rm              Rm                       
(Decrease) increase in profit                                                   
after tax                              (63)            19                       
(Decrease) increase in profit                                                   
before tax                             (90)            27                       
Taxation                                27             (8)                      
Decrease in opening accumulated                                                 
profits                                (34)            (53)                     
Gross                                  (48)            (75)                     
Taxation                               14               22                      
The change in accounting policy has no effect on the minority interests.        
12. 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 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 condensed consolidated preliminary       
results 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.                
13. Implementation of Accounting Standard AC133 - Financial Instruments:        
Recognition and Measurement                                                     
Preparations have been made to implement AC133 with effect from 1 April 2003.   
The adjustment required to accumulated profit and other reserves at that date is
a charge of R15,3 million. The Group will first report to shareholders under    
AC133 in respect of its interim results to 30 September 2003.                   
Registration number:1994/009584/06  ISIN code: ZAE 0000 4264                    
Share code: MTN  Directorate: M C Ramaphosa (Chairman),                         
P F Nhleko* (CEO), D D B Band, I Charnley*, Z N A Cindi,                        
R S Dabengwa*, P L Heinamann, S N Mabaso, R D Nisbet*,                          
A F van Biljon, P L Zim*, J R D Modise (alternate), L C Webb (alternate)        
*Executive  Company Secretary: Ms M M R Mackintosh                              
3 Alice Lane, Sandown Extension 38, Sandton, 2196  Private Bag 9955, Sandton,   
2146  Registered office: 3 Alice Lane, Sandown Extension 38, Sandton, 2196      
American Depository Receipt (ADR) programme: Cusip No. 55271U109 ADR to ordinary
share 1:1  Depository: The Bank of New York, 101 Barclay Street New York NY     
10286, USA  Office of the South African Registrars: Computershare Investor      
Services Limited  (Registration number: 1958/003546/06)                         
70 Marshall Street, Johannesburg, 2001  PO Box 61051, Marshalltown, 2107  Joint 
auditors: PricewaterhouseCoopers Inc.,  2 Eglin Road, Sunninghill, 2157  Private
Bag X36, Sunninghill, 2157  and  SizweNtsaluba vsp Inc.,  1 Woodmead Drive,     
Woodmead Estate,                                                                
PO Box 2939, Saxonwold, 2132   E-mail: investor_relations@mtn.co.za             
These results can be viewed on the Group"s website at http://www.mtngroup.com   
Date: 19/06/2003 05:01:43 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department