Results for the six months ended 30 September 0418 Nov 2004
MTN Group Limited - Interim Results for the six-month period ended 30 September 
2004                                                                            
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
Share code: MTN                                                                 
ISIN        ZAE000042164                                                        
Interim Results for the six-month period ended 30 September 2004                
Financial highlights                                                            
-  Subscribers1 increased to 11 million up 40%                                  
-  Revenue increased to R13,7 billion up 22%                                    
-  EBITDA increased to R5,6 billion up 29%                                      
-  Adjusted headline earnings per share increased to 165,8                      
   cents up 34%                                                                 
-  EBITDA margin increased from 38,4% to 40,9%                                  
-  SA EBITDA margin increased from 28,5% to 32,8%                               
REVIEW OF RESULTS                                                               
Overview                                                                        
MTN Group Limited (`the Group` or `MTN`) continued its strong growth performance
in the first half of the 2005 financial year, as reflected by an increase of 34%
in adjusted headline earnings per share (`Adjusted Headline EPS`) to 165,8      
cents, notwithstanding a muted start to the year by the Nigerian operations.    
MTN`s consolidated revenue increased by 22% to R13,7 billion, compared to the   
same period in the previous year. Earnings before Interest, Tax, Depreciation   
and Amortisation (`EBITDA`) increased by 29% to R5,6 billion, resulting in      
Profit after Tax (`PAT`) of R3,3 billion.                                       
The Group`s interim Adjusted Headline EPS exclude the beneficial financial      
impact of the deferred tax asset recognised by MTN Nigeria Communications       
Limited (`MTN Nigeria`). Basic (unadjusted) headline earnings per share is 174,2
cents, compared to 127,2 cents for the corresponding period last year.          
It should be noted that profit before and after tax is not fully comparable with
the prior period, owing to changes in accounting standards relating to the      
treatment of goodwill (AC131). Goodwill of R9,8 billion which was previously    
amortised, is now no longer amortised, but tested annually for impairment. As a 
result of such testing, the Board is of the view that no impairment is required 
and consequently no impairment charge has been brought to book for the period to
30 September 2004. In the comparable period for the prior year, however,        
amortisation of R299 million was recognised.                                    
The contribution by our international operations to overall group results       
continues to increase, being 40% of revenue, 52% of EBITDA and 48% of adjusted  
headline earnings for the period under review. As a significant and increasing  
proportion of revenue is generated outside South Africa, our results continue to
be directly impacted by the fluctuation of the Rand against the functional      
currencies of our international operations. During the six month period under   
review, the average rand exchange rate appreciated by between 5% and 26% against
the functional currencies of the Group`s international operations. Of key       
importance is the average Nigerian Naira/Rand exchange rate, against which the  
Rand strengthened by 19% against the Naira compared with the same period last   
year. Consequently on translation into Rand, this had the effect of reducing the
earnings, assets and liabilities of our international operations as reflected in
the consolidated results.                                                       
Income statement analysis                                                       
Group revenue increased by 22% to R13,7 billion. South African mobile operations
produced an increase of 15% to R8,2 billion, while MTN Nigeria experienced      
growth of 38% to R4,6 billion, despite the Rand strengthening against the Naira 
during the period under review.                                                 
EBITDA increased by 29% to R5,6 billion and the Group`s EBITDA margin increased 
from 38,4% to 40,9%. MTN South Africa recorded a pleasing improvement in EBITDA 
margin to 32,8%, compared to a full year margin of 30% for the 12 months ended  
31 March 2004. This positive trend has been driven mainly by tighter control of 
distribution costs. However, the competitive environment is continually         
intensifying, with a resulting increase in postpaid subscriber acquisition      
costs. This will exert pressure on the EBITDA margin going forward. All our     
international operations maintained EBITDA margins in the 43% to 54% range.     
A 40% increase in depreciation charge from R1 billion to R1,4 billion was the   
result of the accelerated network roll-out in Nigeria and decrease in the       
estimated useful life of certain fixed assets.                                  
Despite increased borrowings by MTN Nigeria which has now fully drawn down on   
its accessible US$345 million medium- term loan facilities, net finance costs   
declined by 53% to R127 million. This decrease is primarily as a result of the  
substantial cash balance in MTN South Africa. If foreign exchange gains of R4   
million to September 2004 and foreign exchange losses of R91 million to         
September 2003 were excluded, the decrease would have been 27%.                 
Taxation increased by 28% to R720 million. This includes R84 million of STC     
payable on the Group`s dividend payments made in July 2004. The Group`s         
effective tax rate reduced to 17,8%, mainly because MTN Nigeria is tax exempt   
due to its pioneer status, coupled with the increase in the deferred tax asset  
of R187 million on capital allowances.                                          
Adjusted Headline EPS increased by 34% to 165,8 cents. South African operations 
contributed 85,5 cents or 52% of total Adjusted Headline EPS. This represents a 
50% increase compared to the same period last year. Adjusted Headline EPS       
derived from the international operations increased by 21% to 80,3 cents.       
Balance sheet and cash flow                                                     
The Group`s total assets have increased by 6,6% to R34,1 billion since 31 March 
2004. Long-term liabilities reduced to R3,4 billion from R3,7 billion, while    
short-term borrowings decreased to R184 million since 31 March 2004. The net    
decrease in borrowings is due to the repayment of loans in MTN Mauritius and MTN
Cameroon, offset by a further draw-down on the medium-term project funding in   
MTN Nigeria as well as, on translation, the impact of the strengthened Rand     
against the foreign currency denominated debt.                                  
At 30 September, the Group had cash on hand of R3,3 billion excluding           
securitised cash deposits of R599 million against letters of credit in Nigeria. 
R2,3 billion of the cash on hand is in South Africa. The Group remains in a net 
cash positive position at the period end, being bank balances, deposits and cash
and securitised cash deposits less interest-bearing liabilities. Part of the    
decrease from the net R1 187 million at 31 March 2004 to R283 million at 30     
September 2004 was attributable to the dividends paid and the accelerated       
network roll-out in MTN Nigeria.                                                
Operating cash flow (before dividends) of R3,6 billion was generated, and a     
total of R3,9 billion was invested in fixed assets. MTN Nigeria invested R3,1   
billion in property, plant and equipment, representing 79% of the Group`s       
capital expenditure for the period.                                             
For the full year to 31 March 2005, total capital commitments of R9,5 billion   
were budgeted. It should be noted that in the first six months, the board of MTN
Nigeria approved additional capital expenditure of US$200 million for the       
financial year to 31 March 2005 and US$150 million for the following financial  
year. While it is not expected that all planned commitments will be brought to  
book by 31 March 2005, it is currently estimated that between 70 - 80% of       
commitments will have had an impact on the balance sheet by the financial year- 
end.                                                                            
In October 2004, the South African government announced a further liberalisation
of exchange controls, abolishing limits on investment allowances relating to    
approved off-shore investments. MTN welcomes this further liberalisation as it  
will enable the Group to explore more efficient funding alternatives for        
potential investments.                                                          
OPERATIONAL REVIEW                                                              
MTN South Africa                                                                
MTN South Africa continues to achieve healthy subscriber growth and recorded a  
total of 6,9 million capable subscribers as at 30 September 2004. The prepaid   
component of its base increased by 516 000 net connections to 5,6 million       
subscribers. The postpaid base increased by 8% to 1,3 million subscribers.      
Estimated market share remains steady at 38%.                                   
Blended Average Revenue Per User per month (`ARPU`) of R187 was achieved for the
six-month period. Both postpaid and prepaid subscriber ARPU decreased to R587   
(March 2004: R597) and R97 (March 2004: R104) respectively. Such decrease in    
both prepaid and postpaid ARPU is the result of strong subscriber growth in     
lower end segments of the mobile market in South Africa. The decrease in blended
ARPU is driven by changes in subscriber mix, with prepaid subscribers now       
constituting 81% of the total base. In August 2003 MTN South Africa launched    
MyChoice Top-up, a hybrid prepaid/contract product. Included in total postpaid  
subscribers are 170 000 My Choice Top-up subscribers, which generate            
significantly lower ARPU and this contributed to the decline in postpaid ARPU.  
During the period under review, MTN re-launched its content offerings through   
MTN Loaded. As a result of an introductory free trial period, the impact on data
revenues has been limited. For the six month period, data (including sms)       
contributed 5,4% towards total revenue, excluding handset revenue.              
The national roll-out of W-CDMA (3G) coverage and services has commenced and it 
is planned that a full commercial service will be available during the first    
half of 2005 pending favourable confirmation of licence terms and conditions.   
With the introduction of EDGE technology across our network, over 1,4 million   
existing MTN subscribers will be able to operate data applications at up to four
times the current speed of GSM. As such, our broad- band strategy will allow us 
to cover more revenue generating customers earlier while optimising our capital 
and operational expenditure investments.                                        
MTN International                                                               
MTN Nigeria increased its active subscriber base to 2 587 000, a 32% increase   
since 31 March 2004. Our significant additional network roll-out coupled with an
intensifying competitive environment resulted in reductions in connection fees. 
The 3 million subscriber mark was passed in the first week of November 2004     
making our year end target of 3,5 million subscribers by March 2005 attainable. 
Blended ARPU (excluding connection fees) in Nigeria remained strong at US$ 48, a
slight decline from US$ 51 as at 31 March 2004. Blended ARPU is expected to     
decline further following anticipated strong subscriber growth.                 
MTN Nigeria continued with its accelerated network roll-out by commissioning 344
base stations and eight switches during the six months. Total capital           
expenditure for the period amounted to R3,1 billion.                            
Subsequent to the period end, MTN Nigeria secured an additional US$200 million  
finance facility from local and international financial institutions, bringing  
the total accessible medium-term finance facility to US$545 million. The        
additional funding will be used to accelerate network roll-out.                 
MTN Cameroon has maintained its market leadership in a highly competitive       
market. Subscribers increased to 689 000, representing a 19% increase from 31   
March 2004. ARPU remained fairly stable at US$23 for the period ended 30        
September 2004 compared to US$24 for the year ended 31 March 2004.              
MTN Uganda increased its total GSM subscriber base by 23% since 31 March 2004 to
609 000, fuelled by the continuing strong demand for services, which was further
stimulated by the introduction of new packages providing access to the network  
as well as airtime in a single card, instead of the previous system whereby     
these services were sold separately. Following strong subscriber growth, MTN    
Uganda`s ARPU decreased to US$20 from US$22 for the year to 31 March 2004,      
despite a 10% strengthening of the Ugandan Shilling against the US Dollar.      
MTN Rwanda experienced a slow down in subscriber growth, increasing its active  
subscriber base to 170 000. ARPU of US$20 was recorded, compared to US$22 at 31 
March 2004.                                                                     
MTN Swaziland achieved strong subscriber growth of 36%, driven by the move to   
combine access and airtime in a single card. Deeper penetration into the market 
resulted in a decrease in ARPU to R212 from R223.                               
STRATEGIC INVESTMENTS                                                           
During the period under review, announcements were made by the South African    
Department of Communications (`the Department`) relating to the potential       
liberalisation of the telecommunications industry. Such liberalisation includes,
among other things, the self-provisioning of transmission bandwidth by mobile   
operators as well as the provision of voice by Value Added Network Service      
Providers such as MTN Network Solutions. Further clarification is anticipated   
following a colloquium held by the Department in October 2004. The Group is     
investigating appropriate strategies to position itself in the liberalised      
environment.                                                                    
PROSPECTS                                                                       
During the period under review, MTN`s vision was updated to align its current   
position on the continent with its growth aspirations and strategic objectives. 
The Group`s vision is to be the leader in telecommunications in developing      
markets.                                                                        
As in the past, the Group will continue to explore value-enhancing international
expansion opportunities  in sub-Saharan and North Africa, as well as the Middle 
East, in line with its expanded vision. Such investment opportunities will be   
evaluated according to strategic and financial criteria to enhance shareholder  
returns and the Group`s growth profile, while further diversifying its          
investment portfolio. The currently adopted conservative dividend policy of 6 - 
7 times cover of adjusted headline earnings, paid annually, will be reviewed at 
the end of the year taking expansion opportunities into consideration.          
Assuming that current market conditions prevail, the Board is confident that,   
while the competitive environment in South Africa is intensifying, the South    
African operation will continue to generate strong free cash flows for the      
Group. MTN Nigeria`s continued significant capital investment programme will    
drive enhanced subscriber and revenue growth.                                   
MANAGEMENT AND DIRECTORATE                                                      
Effective 1 November 2004, Maanda Manyatshe has been appointed as managing      
director of MTN South Africa. He joins the Group from the SA Post Office where  
he held the position of chief executive officer. With effect from 15 November   
2004, Sindi Mabaso, non-executive director since 2002, and Carvel Webb, her     
alternate director, resigned from the Board. We thank them for their valuable   
and significant contributions during their tenure.                              
For and on behalf of the Board                                                  
MC Ramaphosa    PF Nhleko                                                       
(Chairman)      (Group Chief Executive Officer)                                 
Sandton, 18 November 2004                                                       
1 In South Africa, the Group reports on capable subscribers, which are          
subscribers who have made or received a revenue generating call within a three- 
month period. In respect of the international operations, active subscriber     
numbers are reported, representing subscribers who have made or received a      
revenue generating call within the last month.                                  
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 Group 
plans and objectives to differ materially from those expressed or implied in the
forward-looking statements (or from past results).                              
The Group cannot, and does not, undertake to publicly update or revise any of   
these forward-looking statements, whether to reflect new information of future  
events or circumstances or otherwise.                                           
Consolidated income statement                                                   
                    6 months    6 months          Year                          
                    ended       ended             ended                         
30 Sept     30 Sept           31 March                      
                    2004        2003              2004                          
                    Reviewed    Reviewed* %       Audited                       
                    Rm          Rm        change  Rm                            
Revenue             13 722      11 272    22      23 871                        
Cost of sales       (5 115)     (4 730)           (9 659)                       
Gross profit        8 607       6 542     32      14 212                        
Operating expenses  (4 437)     (3 576)           (8 204)                       
- net of other                                                                  
operating income                                                                
Profit from         4 170       2 966     41      6 008                         
operations                                                                      
Finance income      151         97                144                           
Finance costs       (278)       (368)             (748)                         
Share of profits of 11          2                 9                             
associates                                                                      
Profit before       4 054       2 697     50      5 413                         
taxation                                                                        
Income tax expense  (720)       (564)             (1 101)                       
Profit after        3 334       2 133     56      4 312                         
taxation (PAT)                                                                  
Minority interest   (438)       (320)             (612)                         
Net profit          2 896       1 813     60      3 700                         
Calculation of                                                                  
headline earnings                                                               
Net profit          2 896       1 813     60      3 700                         
Loss on disposal of -           -                 72                            
4,5% stake in MTN                                                               
Nigeria                                                                         
Goodwill            -           299               599                           
amortisation (see                                                               
note 3)                                                                         
Impairment reversed                                                             
against loan                                                                    
arising on disposal                                                             
of                                                                              
MTN Cameroon to     -           (10)              (9)                           
reflect net asset                                                               
value                                                                           
Other               (7)         -                 -                             
Basic headline      2 889       2 102     37      4 362                         
earnings                                                                        
Adjustment:                                                                     
Reversal of         (140)       (63)              (174)                         
deferred tax asset                                                              
(see note 13)                                                                   
Adjusted headline   2 749       2 039     35      4 188                         
earnings                                                                        
Reconciliation of                                                               
headline earnings                                                               
per ordinary share                                                              
(cents)                                                                         
Attributable        174,7       109,7     59      223,6                         
earnings per share                                                              
(cents)                                                                         
Effect of goodwill  -           18,1              36,2                          
amortisation (see                                                               
note 3)                                                                         
Effect of disposal  -           (0,6)             (0,5)                         
of stake in MTN                                                                 
Cameroon                                                                        
Effect of loss on                                                               
disposal of                                                                     
4,5% stake in       -           -                 4,4                           
Nigeria                                                                         
Other               (0,5)       -                 -                             
Basic headline      174,2       127,2     37      263,7                         
earnings per share                                                              
(cents)                                                                         
Effect of reversal  (8,4)       (3,8)             (10,6)                        
of deferred tax                                                                 
asset (see note 13)                                                             
Adjusted headline   165,8       123,4     34      253,1                         
earnings per share                                                              
(cents)                                                                         
Contribution to                                                                 
adjusted headline                                                               
earnings per                                                                    
ordinary share                                                                  
(cents)                                                                         
South Africa        85,5        56,9      50      135,8                         
Rest of Africa      80,3        66,5      21      117,3                         
Adjusted headline   165,8       123,4     34      253,1                         
earnings per share                                                              
(cents)                                                                         
Number of ordinary                                                              
shares in issue:                                                                
- Weighted average  1 657 996   1 652 376         1 654 380                     
(000)                                                                           
- At period end     1 659 886   1 654 567         1 657 724                     
(000)                                                                           
Summarised consolidated balance sheet                                           
At         At          At                           
                            30 Sept    30 Sept     31 March                     
                            2004       2003        2004                         
                            Reviewed   Reviewed*   Audited                      
Rm         Rm          Rm                           
ASSETS                                                                          
Non-current assets          26 329     22 164      23 357                       
Property, plant and         13 772     9 331       11 042                       
equipment                                                                       
Goodwill                    9 754      10 033      9 753                        
Intangible assets           1 625      1 941       1 646                        
Investments and loans       616        630         560                          
Deferred tax assets         562        229         356                          
Current assets              7 794      6 769       8 643                        
Cash at bank and on hand    3 302      2 769       3 648                        
Securitised cash deposits   599        776         1 688                        
**                                                                              
Other current assets        3 893      3 224       3 307                        
Total assets                34 123     28 933      32 000                       
EQUITY AND LIABILITIES                                                          
Shareholders` equity                                                            
Share capital and reserves  22 256     18 474      19 848                       
Minority interests          1 903      1 086       1 418                        
                            24 159     19 560      21 266                       
Non-current liabilities     4 101      3 417       4 376                        
Borrowings                  3 434      2 621       3 710                        
Deferred tax liabilities    667        796         666                          
Current liabilities         5 863      5 956       6 358                        
Non-interest-bearing        5 679      4 307       5 919                        
liabilities                                                                     
Interest-bearing            184        1 649       439                          
liabilities                                                                     
Total equity and            34 123     28 933      32 000                       
liabilities                                                                     
Net asset value per                                                             
ordinary share (rand)                                                           
- Book value                13,41      11,17       11,97                        
Net cash (debt)/equity (%)  1          (4)         6                            
Net cash (debt)/equity      2          (8)         10                           
(excluding goodwill) (%)                                                        
* Restated for the consolidation of share trusts, effect not material.          
** 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                      
                            2004       2003       2004                          
Reviewed   Reviewed*  Audited                       
                            Rm         Rm         Rm                            
Net cash generated by       4 958      4 068      10 027                        
operations                                                                      
Net interest paid           (145)      (232)      (509)                         
Taxation paid               (1 173)    (558)      (921)                         
Dividends paid              (680)      -          -                             
Cash inflows from           2 960      3 278      8 597                         
operating activities                                                            
Cash outflows from          (3 838)    (1 435)    (4 898)                       
investing activities                                                            
Cash (out)/inflows from     (567)      (177)      233                           
financing activities                                                            
Net movement in cash and    (1 445)    1 666      3 932                         
cash equivalents                                                                
Cash and cash equivalents   5 231      1 931      1 931                         
at beginning of period                                                          
Foreign entities            103        (293)      (632)                         
translation adjustment                                                          
Cash and cash equivalents   3 889      3 304      5 231                         
at end of period                                                                
Summarised group statement of changes in shareholders` equity                   
                            6 months   6 months   Year                          
                            ended      ended      ended                         
30 Sept    30 Sept    31 March                      
                            2004       2003       2004                          
                            Reviewed   Reviewed*  Audited                       
                            Rm         Rm         Rm                            
Opening balance at 1 April  19 848     17 056     17 056                        
Effect of adoption of AC133 -          (15)       (15)                          
Restated opening balance at 19 848     17 041     17 041                        
1 April                                                                         
Net profit                  2 896      1 813      3 700                         
Dividends paid              (680)      -          -                             
Issue of share capital      11         56         95                            
Treasury shares sold        6          -          -                             
Currency translation        175        (436)      (988)                         
differences                                                                     
                            22 256     18 474     19 848                        
Summarised segmental analysis                                                   
6 months   6 months   Year                          
                            ended      ended      ended                         
                            30 Sept    30 Sept    31 March                      
                            2004       2003       2004                          
Reviewed   Reviewed*  Audited                       
                            Rm         Rm         Rm                            
REVENUE                                                                         
South Africa **             8 244      7 155      15 184                        
Rest of Africa              5 478      4 117      8 687                         
                            13 722     11 272     23 871                        
EBITDA                                                                          
South Africa **             2 696      2 026      4 522                         
Rest of Africa              2 915      2 308      4 461                         
                            5 611      4 334      8 983                         
PAT                                                                             
South Africa                1 425      938        2 244                         
Rest of Africa              1 909      1 492      2 664                         
Corporate head office       -          (297)      (596)                         
(goodwill)                                                                      
                            3 334      2 133      4 312                         
* Restated for the consolidation of share trusts, effect not material.          
** Included in South Africa is revenue of R42 million and EBITDA of R8 million  
relating to satellite operations.                                               
Operational data                                                                
6 months   6 months          Year                          
                     ended      ended      %      ended                         
                     30 Sept    30 Sept    change 31 March                      
                     2004       2003              2004                          
South Africa                                                                    
Subscribers          6 878 000  5 360 000  28     6 270 000                     
ARPU (Rand)          187        207        (10)   203                           
Nigeria                                                                         
Subscribers          2 587 000  1 381 000  87     1 966 000                     
ARPU (USD)           48         55         (13)   51                            
Cameroon                                                                        
Subscribers          689 000    526 000    31     581 000                       
ARPU (USD)           23         22         5      24                            
Uganda                                                                          
Subscribers          609 000    416 000    46     495 000                       
ARPU (USD)           20         23         (13)   22                            
Rwanda                                                                          
Subscribers          170 000    132 000    29     146 000                       
ARPU (USD)           20         23         (13)   22                            
Swaziland                                                                       
Subscribers          116 000    78 000     49     85 000                        
ARPU (Rand)          212        209        1      223                           
Notes                                                                           
1. Basis of accounting                                                          
These condensed consolidated interim results have been prepared in accordance   
with the South African Statement of Generally Accepted Accounting Practice      
(GAAP) on interim financial reporting (AC127) and Schedule 4 of the South       
African Companies Act (Act No 61 of 1973). The accounting policies are          
consistent with those used in the annual financial statements for the year ended
31 March 2004, except for the adoption of the following revised South African   
Statements of GAAP: AC128 - Impairment of Assets, AC129 - Intangible Assets and 
AC131 - Business Combinations.                                                  
2. Comparatives                                                                 
The 2003 interim results have been restated to include the effects of           
consolidating the share trusts which are considered to be immaterial.           
3.   Adoption of the revised South African Statements of GAAP                   
In accordance with the transitional provisions of the revised AC131 - Business  
Combinations, the Group has with effect from 1 April 2004 discontinued the      
amortisation of previously recognised goodwill. The carrying amount of this     
goodwill is now tested for impairment in accordance with the requirements of    
AC128 - Impairment of Assets. The directors have tested the carrying amount of  
the goodwill for impairment as at 30 September 2004. As the carrying amount of  
the cash generating unit to which the goodwill relates exceeds its recoverable  
amount, no impairment costs is required to be recognised.                       
4. Headline earnings per ordinary share                                         
The calculations of basic and adjusted headline earnings per ordinary share are 
based on basic headline earnings of R2 889 million (2003: R2 102 million) and   
adjusted headline earnings of R2 749 million (2003: R2 039 million)             
respectively, and a weighted average of 1 657 996 142 (2003: 1 652 375 600)     
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.           
5. Independent review by the auditors                                           
These condensed consolidated interim results have been reviewed by our joint    
auditors PricewaterhouseCoopers Inc. and SizweNtsaluba VSP Inc., who have       
performed their review in accordance with the Statement of South African        
Auditing Standards applicable to review engagements.                            
A copy of their unqualified review report is available for inspection at the    
registered office of the Company.                                               
6. Listings requirements                                                        
This interim announcement 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                     
                            2004       2003        2004                         
                            Reviewed   Reviewed*   Audited                      
                            Rm         Rm          Rm                           
7.  Capital expenditure     3 858      1 466       5 048                        
    incurred                                                                    
8.  Contingent liabilities                                                      
    and commitments                                                             
Contingent liabilities  1 079      496         788                          
    Operating leases        634        554         610                          
    Finance leases          312        316         314                          
9.  Commitments for                                                             
capital expenditure                                                         
    - Contracted for        2 702      2 351       3 516                        
    - Authorised but not    5 424      2 660       5 986                        
    contracted for                                                              
10. Cash and cash                                                               
    equivalents                                                                 
    Bank balances,          3 302      2 769       3 648                        
    deposits and cash                                                           
Securitised cash        599        776         1 688                        
    deposits                                                                    
    Call borrowings         (12)       (241)       (105)                        
    (included in current                                                        
interest-bearing                                                            
    liabilities)                                                                
                            3 889      3 304       5 231                        
11. Interest-bearing                                                            
liabilities                                                                 
    Call borrowings         12         241         105                          
    Short-term borrowings   172        1 408       334                          
    Current liabilities     184        1 649       439                          
Long-term liabilities   3 434      2 621       3 710                        
                            3 618      4 270       4 149                        
12. Depreciation and                                                            
    amortisation                                                                
Depreciation            1 362      977         2 204                        
    Amortisation            79         92          172                          
13. Recognition of deferred tax asset                                           
The Group`s subsidiary in Nigeria has been granted a five-year tax holiday under
`pioneer status` legislation. Capital allowances arising during this period may 
be carried forward and claimed as deductions against taxable income from the    
sixth year of operations onwards. A deferred tax credit relating to these       
deductible temporary differences has been recognised in the results to 30       
September 2004 in terms of the requirements of South African Statement of GAAP  
AC102 - Income Taxes, which requires a deferred tax asset to be recognised for  
all deductible temporary differences to the extent that it is probable that     
taxable profit will be available against which the deductible temporary         
differences can be utilised.                                                    
As previously disclosed, although the Group has complied with the requirements  
of AC102 in this regard, the Board of Directors has reservations about the      
appropriateness of this treatment in view of the fact that no cognisance may be 
taken in determining the value of such deferred tax assets for uncertainties    
arising out of the effects of the time value of money or future foreign exchange
movements. The Board therefore resolved to report adjusted headline earnings    
(negating the effect of the deferred tax credit of R140 million for the period  
to 30 September 2004) in addition to basic headline earnings, to more fully     
reflect the Group`s results for the period.                                     
14. Post-balance sheet events                                                   
On 22 October 2004, MTN entered into an agreement to extend the guarantee in    
favour of Rand Merchant Bank for bridging finance in respect of phase 2 of the  
Group corporate head office by R39 million bringing the total guarantee to R190 
million. It is anticipated that this will be the final extension of the         
guarantee.                                                                      
MTN Nigeria Communications Limited has secured a further US$200 million on its  
existing accessible  US$345 million medium-term limited recourse financing      
facility to fund its operations and network roll-out. This further funding      
consists of a Naira denominated commercial paper facility equivalent to US$120  
million and US$80 million which has been provided by several international      
institutions.                                                                   
Registration: 1994/009584/06  ISIN code: ZAE 000042164  Share code: MTN         
MTN Directorate: MC Ramaphosa (Chairman), PF Nhleko* (CEO), DDB Band, SL Botha*,
I Charnley*, ZNA Cindi,                                                         
RS Dabengwa*, PL Heinamann, MA Moses (Appointed 18 November 2004), RD Nisbet*,  
JHN Strydom, AF van Biljon                                                      
* Executive                                                                     
Acting company secretary: LC Jooste 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, US      
Office of the South African Registrars: Computershare Investor Services 2004    
(Pty) Limited                                                                   
(Registration number: 2004/003647/07) 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,                                                                       
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   
www.mtn.co.za                                                                   
Date: 18/11/2004 05:15:22 PM                    
Produced by the JSE SENS Department