Results for the financial year ended 31 March 20059 Jun 2005
MTN Group Limited - Audited results for the financial year ended 31 March 2005  
and dividend declaration                                                        
MTN Group Limited                                                               
Incorporated in the Republic of South Africa                                    
Registration number 1994/009584/06                                              
Share code: MTN                                                                 
ISIN ZAE000042164                                                               
(`MTN Group` or `the Group`)                                                    
Audited results for the financial year ended 31 March 2005 and dividend         
declaration                                                                     
HIGHLIGHTS OF RESULTS                                                           
- Subscribers increased by 50% to 14,3 million                                  
- Revenue increased by 21% to R29 billion                                       
- EBITDA increased by 33% to R12 billion                                        
- EBITDA margin increased to 41,5%                                              
- PAT increased by 47% to R7,3 billion                                          
- Adjusted headline earnings per share increased by 45% to 366,6 cents          
Operational data                                                                
                                         Year ended    Year ended               
31 March 2005 31 March 2004            
South Africa                                                                    
Subscribers                              8 001 000     6 270 000                
ARPU (Rand)                              184           203                      
Nigeria                                                                         
Subscribers                              4 392 000     1 966 000                
ARPU (USD)                               40            51                       
Cameroon                                                                        
Subscribers                              863 000       581 000                  
ARPU (USD)                               23            24                       
Uganda                                                                          
Subscribers                              719 000       495 000                  
ARPU (USD)                               19            22                       
Rwanda                                                                          
Subscribers                              188 000       146 000                  
ARPU (USD)                               19            22                       
Swaziland                                                                       
Subscribers                              145 000       85 000                   
ARPU (Rand)                              178           223                      
REVIEW OF RESULTS                                                               
MTN Group Limited (MTN Group or the Group) continued its strong growth trend    
during the 2005 financial year, achieving an increase of 45% in Adjusted        
Headline earnings per share (Adjusted Headline EPS) to 366,6 cents. The Group   
lifted consolidated revenues by 21% year-on-year to R29 billion on the strength 
of a 50% increase in its total mobile subscriber base to 14,3 million at 31     
March 2005. MTN Group also improved profitability levels, recording earnings    
before interest, tax, depreciation and amortisation (EBITDA) of R12 billion and 
profit after tax (PAT) of R7,3 billion, up 33% and 47%, respectively, compared  
to last year.                                                                   
The reported Adjusted Headline EPS excludes the beneficial financial impact of  
the deferred tax asset recognised by MTN Nigeria Communications Limited (MTN    
Nigeria). Basic (unadjusted) headline earnings per share are 385 cents compared 
to 264,2 cents for the previous financial year.                                 
The contribution by the international operations to overall Group results       
increased slightly to 39% of revenue, 50% of EBITDA and 44% of Adjusted Headline
EPS. As a significant proportion of the Group`s revenue and profits is generated
outside South Africa, the fluctuation of the reporting currencies of our        
international operations against the rand continues to impact on the Group`s    
consolidated results. Of primary importance is the Nigerian naira, against which
the rand strengthened by 17% on average over the 2005 financial year compared   
with the average rate for the previous year.  Consequently, the strong revenue  
and earnings growth achieved by MTN Nigeria was somewhat muted in the Group     
financial results when translated into rand. During the year, the rand also     
appreciated by between 2% and 17% on average against the reporting currencies of
the Group`s other international operations.                                     
An important change in accounting policies was implemented during the year, with
MTN Group adopting IFRS3 (AC 140) and the revised IAS36 (AC 128), IAS38 (AC 129)
and IAS27 (AC 132) with effect from 17 July 2000. Under the above statements,   
minority shareholders are now treated as equity participants and increases or   
reductions of the Group`s stake in any of its subsidiaries, which do not result 
in a change of control, are accounted for as equity transactions. As a result,  
the difference between the purchase price (or disposal proceeds) and book value 
of minority interests acquired (or disposed of) arising from transactions with  
minorities is now recorded directly in equity and not as goodwill or in the     
income statement, as was previously the case.  The main transaction impacted by 
this retrospective adoption of the above accounting statements was the          
restructuring transaction implemented in July 2000 in terms of which MTN Group  
acquired the 23% minority stake in MTN Holdings held by Transnet Limited, and   
settled the transaction by the issue of shares.  Although there was no effective
change in control in terms of the MTN Group`s previous accounting policy, this  
resulted in the recognition of R11,6 billion of goodwill on the MTN Group       
balance sheet. Such goodwill was previously being amortised over 20 years at an 
annual charge of R580 million.  Restating the income statement for this change  
in accounting policy in respect of the year ended                               
31 March 2004, resulted in an increase of PAT by R671 million for the 2004      
financial year, which is primarily attributable to goodwill no longer being     
amortised. On the restated balance sheet as at                                  
31 March 2004, goodwill has been credited by R9,7 billion, reducing reserves and
overall equity by the same amount.                                              
INCOME STATEMENT ANALYSIS                                                       
Group consolidated revenue increased to R29 billion, a 21% increase year-on-    
year.  MTN South Africa recorded an increase in revenue of 17% to R17,8 billion,
while MTN Nigeria`s revenue grew by 34% to R9,3 billion, despite the rand       
strengthening against the naira during the period under review.                 
EBITDA increased by 33% to R12 billion and, pleasingly, the Group`s EBITDA      
margin increased from 37,9% to 41,5%.  MTN South Africa recorded a healthy      
improvement in EBITDA margin to 34%, up from 30% for the year ended 31 March    
2004 and 33% for the six months ended 30 September 2004.  This positive trend   
has been underpinned by tighter control over distribution costs, improved net   
interconnect balances and lower handset costs due to rand strength, but has been
offset to some degree by increased postpaid subscriber acquisition costs driven 
by the competitive environment.  The Group`s international operations all       
increased their EBITDA margins year-on-year and achieved margins in the 43% to  
52% range.                                                                      
Depreciation charges increased by 23% from R2,2 billion to R2,7 billion, driven 
by the sizeable capital investment linked to the network roll-out in Nigeria.   
Net finance costs declined to R266 million from R604 million in the prior year. 
MTN Nigeria took on additional borrowings during the year, drawing down further 
under its medium-term project finance facility. This was offset by a reduction  
in interest expense arising from the US dollar-syndicated facility in MTN       
Mauritius being largely repaid during the year, as well as the substantial cash 
balances in South Africa generating interest income. A reduction in foreign     
exchange losses to R38 million for 2005, compared to R208 million for the       
previous year, further contributed to the overall reduction of net finance      
costs.                                                                          
Taxation increased by 36% to R1,5 billion for the year ended 31 March 2005,     
which includes R84million of STC payable on the dividend payment made in July   
2004. The Group`s effective tax rate decreased to 17%, primarily as a result of 
MTN Nigeria still being within its five-year tax holiday granted under pioneer  
status in 2002, coupled with the increase in the deferred tax asset of R406     
million due to timing differences on capital allowances.                        
Basic headline earnings per share increased by 46% to 385,0 cents while Adjusted
Headline EPS increased by 45% to 366,6 cents. South African operations          
contributed 204 cents or 56% of total Adjusted Headline EPS, representing a 50% 
year-on-year increase.  Adjusted headline EPS derived from international        
operations increased by 38% to 162,6 cents.                                     
BALANCE SHEET AND CASH FLOW                                                     
The Group`s total assets have increased by 32% to R29,4 billion compared to the 
restated R22,3 billion at 31 March 2004. Long-term borrowings reduced to R3,0   
billion (2004: R3,7 billion), while short-term borrowings decreased to R167     
million (2004: R334 million) as at 31 March 2005.  Both MTN Mauritius and MTN   
Cameroon reduced their borrowings, year-on-year while MTN Nigeria had fully     
drawn down on its US$345 million medium-term loan facilities, and utilised US$15
million of the additional US$200 million loan facility arranged during the year 
to meet its aggressive capital investment plans.                                
At 31 March 2005, the Group had cash on hand of R6,4 billion, including         
securitised cash deposits of R591 million against letters of credit in Nigeria, 
with R4,4 billion of the cash on hand residing in South Africa.  Overall taking 
cash at bank and on hand, securitised cash deposits less interest-bearing short-
and long-term liabilities into account, the Group remains in a net cash positive
position of R3,2 billion at 31 March 2005.  This increase from R1,2 billion at  
31 March 2004 is largely attributable to the strong operating cash generation in
MTN South Africa.                                                               
Operating cash flow (before dividends of R680 million) was R10,2 billion for the
year, with free cash flow (being operating cash inflows less capital            
expenditure) of R2 billion being generated notwithstanding the major investment 
of R7,6 billion in property plant and equipment. MTN Nigeria invested R5,5      
billion, representing 72% of the Group`s total capital expenditure for the year.
The Group utilised R7,6 billion of the authorised R9,5 billion capital          
expenditure during the year, while capital expenditure of R10,4 billion has been
approved for the next twelve months.                                            
OPERATIONAL REVIEW                                                              
MTN SOUTH AFRICA continues to achieve healthy subscriber growth and recorded a  
total of 8001000 capable subscribers at 31 March 2005. The prepaid component of 
its base increased by 30% to 6 610 000 subscribers. The postpaid base increased 
by 19% to 1391000 subscribers.  Estimated market share remains between 38% and  
39%.                                                                            
Blended average revenue per user per month (ARPU) of R184 was achieved for the  
year. Both postpaid and prepaid subscriber ARPU decreased, to R576 (2004: R597) 
and R97 (2004: R104) respectively. This decrease in both prepaid and postpaid   
ARPU is the result of strong subscriber growth in the lower-end segments of the 
mobile market in South Africa. The decrease in blended ARPU is driven by changes
in mix, with prepaid subscribers now constituting 83% of the total base.        
Included in total postpaid subscribers are 215 000 My Choice Top-up subscribers,
who generate significantly lower ARPU than the average for the postpaid base,   
and as such impacted on the postpaid ARPU decrease year-on-year.                
Data contributed 6% towards total revenue excluding handset revenue.            
The national roll-out of 3G coverage and services has commenced and full        
commercial service launch of broadband services is planned mid-year, with EDGE  
coverage of approximately 20% of our South African network and 3G covering the  
key metropolitan centres.  This will enable customers to access advanced MTN    
data offerings as well as video-based services.                                 
During the year, MTN disposed of its 30% investment in New Bucks Holdings, the  
loyalty programme jointly established with FirstRand Bank Limited, to eBucks.com
Holdings Limited.                                                               
MTN NIGERIA increased its active subscriber base to 4 392 000, a 123% growth    
year-on-year, despite a slow start. This strong increase, particularly in the   
third financial quarter, was partially assisted by a substantial decrease in    
connection fees to 980 naira, which coincided with additional network and       
switching capacity being made available. As a natural consequence of rapidly-   
increasing penetration into the addressable market for GSM subscribers, blended 
ARPU (excluding connection fees) has decreased significantly from US$51 for the 
2004 financial year to US$40 for the 2005 financial year. The ARPU of           
subscribers most recently joining the network have decreased to US$27 at the end
of March 2005. This downward trend in blended ARPU is expected to continue.     
MTN Nigeria continued its accelerated network roll-out, commissioning 823 base  
stations and 14 switches during the year to meet customer demand in the rapidly-
expanding Nigerian market. Total capital expenditure for the year was R5,5      
billion, a record for any operation in the MTN Group.  To date, all profits     
generated by MTN Nigeria have been reinvested into the business. Additional     
funding of US$200 million has been raised from local and international financial
institutions to supplement internally-generated cash flows to fund the extensive
capital expenditure programme of R7 billion approved for the twelve month period
to March 2006.                                                                  
During the year under review, correspondence was received from certain Nigerian 
authorities that could have created uncertainty as to whether or not MTN Nigeria
has `pioneer status`. Discussions have been ongoing with the relevant           
authorities in this regard. Subsequent to year end, additional positive         
correspondence clarifying the position around pioneer status has been received. 
In the light of these factors, the board of directors of MTN Group remains      
confident that the grant of pioneer status to MTN Nigeria is and will remain in 
effect for the full five-year period.                                           
MTN CAMEROON maintained market leadership in a highly-competitive trading       
environment.  Its subscriber base increased to 863 000,  representing a 49%     
increase from 31 March 2004. This was, boosted by being first to market with a  
variety of innovative offerings, including Me2U which enables transfer of       
prepaid virtual airtime between subscribers.  ARPU declined marginally to US$23 
for the year ended 31 March 2005.                                               
MTN UGANDA increased its total GSM subscriber base by 45% year-on-year to 719   
000, fuelled by the introduction of packages providing network access and       
airtime in a single card, as well as simple, flat-rate tariffs which have proven
extremely popular. Following strong subscriber growth, MTN Uganda`s ARPU        
decreased to US$19 from US$22 for the year to March 2005, assisted by a 10%     
strengthening of the Ugandan shilling against the US dollar.                    
MTN RWANDA experienced a slowdown in subscriber growth, increasing its active   
subscriber base to 188 000. ARPU of US$19 was recorded, compared to US$22 at 31 
March 2004.                                                                     
MTN SWAZILAND achieved strong subscriber growth of 71%, driven by the decision  
to combine network access and airtime in a single card. Deeper penetration into 
the market resulted in a decrease in ARPU to R178 from R223.                    
Traditionally, the Group reported on its international subscriber base as being 
subscribers who have been active (made or received a revenue-generating call)   
over a 30-day period, compared to a 90-day period in South Africa. To align all 
Group companies to a common standard comparable with other operators, all       
reported subscriber numbers will with effect from April 2005 be based on 90-day 
activity levels. Under the new definition, the subscriber base as at 31 March   
2005 would be 15,6 million subscribers.                                         
STRATEGIC INVESTMENTS                                                           
MTN Group, through its strategic investments division, identifies and evaluates 
value-enhancing expansion opportunities in developing markets as well as        
opportunities to expand the Group`s business offerings beyond the core mobile   
telecommunications arena. While several potential acquisitions as well as new   
licence bids have been pursued during the year, none of these transactions have 
yet come to fruition.                                                           
Reference is made to the announcement dated 9 June 2005 in respect of legal     
proceedings in the English High Court against Celtel International B.V. and Dr  
Mohammed Ibrahim, whereby MTN Group obtained disclosure of certain information  
and documents.  The board of directors has resolved that it is in the Group`s   
long-term best interest not to pursue further legal proceedings at this stage.  
PROSPECTS                                                                       
The Group`s vision is to be the leader in telecommunications in developing      
markets. To further consolidate its position on the continent and to diversify  
its investment portfolio, the Group will continue to explore value-enhancing    
international expansion opportunities. Business opportunities complementary to  
the core mobile telephony business will also be pursued.                        
Assuming that current market conditions prevail, the board is confident that the
Group will continue to show good subscriber growth and maintain a strong market 
position in all its operations despite intensifying competition. While a        
meaningful capital expansion programme in Nigeria and South Africa is planned   
for the current financial year, this will be fully funded by the operations and 
is expected to support further subscriber and revenue growth.                   
The Group continues to review alternative mechanisms to broaden the Nigerian    
shareholding in MTN Nigeria. A further announcement will be made in this regard 
once a firm decision has been reached.                                          
CHANGE IN YEAR-END                                                              
The MTN Group board has decided to align its reporting cycle with its           
international peers and has approved a change in year end to 31 December.       
Transitionally, interim results for the six-month period to 30 September 2005   
will be reported on, followed by financial results for the nine-month period to 
31 December 2005. The Group`s reporting cycle will then change, with interim    
results being published for the six months to 30 June and full-year financial   
results to 31 December.                                                         
DIVIDEND                                                                        
In light of the Group`s strong free cash flow generation, especially by the     
South African operation coupled with its strong financial position, the board   
recommended a dividend cover of 5 to 6 times on Adjusted Headline EPS.          
Accordingly, as detailed below, a dividend of 65 cents per share for the year   
has been declared.                                                              
This dividend policy for MTN Group will still enable the Group to pursue growth 
opportunities while returning cash to shareholders and optimising its capital   
structure.                                                                      
For and on behalf of the board                                                  
M C Ramaphosa             P F Nhleko                                            
(Chairman)                (Group Chief Executive Officer)                       
Johannesburg                                                                    
9 June 2005                                                                     
DIVIDEND DECLARATION                                                            
Notice is hereby given that a dividend (number 6) of 65 cents per ordinary share
has been declared and is payable to shareholders recorded in the register of MTN
Group at the close of business on Friday, 1 July 2005.                          
In compliance with the requirements of STRATE, the electronic settlement and    
custody system used by the JSE Securities Exchange South Africa, MTN Group has  
determined the following salient dates for the payment of the dividend:         
Last day to trade cum-dividend       Friday, 24 June 2005                       
Shares commence trading ex-dividend  Monday, 27 June 2005                       
Record date                          Friday, 1 July 2005                        
Payment date of dividend             Monday, 4 July 2005                        
Share certificates may not be dematerialised/rematerialised between Monday, 27  
June 2005 and Friday, 1 July 2005, both days inclusive.                         
On Monday, 4 July 2005, the dividend will be electronically transferred to the  
bank accounts of certificated shareholders who make use of this facility. In    
respect of those who do not use this facility, cheques dated 4 July 2005 will be
posted on or about that date. Shareholders who have dematerialised their shares 
will have accounts held by their Central Securities Depositary Participant or   
broker credited on Monday, 4 July 2005.                                         
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 MTN Group cannot undertake to publicly update or revise any of    
these forward-looking statements, whether to reflect new information of future  
events or circumstances or otherwise.                                           
Directorate: M C Ramaphosa (Chairman), P F Nhleko* (CEO), D D B Band, S L       
Botha*, I Charnley*, Z N A Cindi, R S Dabengwa*, P L Heinamann,                 
M A Moses, R D Nisbet*, J H N Strydom, A F van Biljon *Executive                
Acting Company Secretary: L C Jooste                                            
216 - 14th Avenue, Fairland, 2195                                               
Private Bag 9955, Sandton, 2146                                                 
Registered office: 216 - 14th Avenue, Fairland, 2195                            
American Depository Receipt (ADR) programme: Cusip No. 62474M108 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 2004    
(Proprietary) 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 Estate, PO Box 2939, Saxonwold, 2132                                   
E-mail: investor_relations@mtn.co.za                                            
CONSOLIDATED INCOME STATEMENT                                                   
                               Year ended  Year ended                           
31 March    31 March                             
                               2005        2004                                 
                               Audited     Audited*     %                       
                               Rm          Rm           change                  
Revenue                        28 994      23 871       21                      
Cost of sales                  (10 848)    (9 659)      12                      
Gross profit                   18 146      14 212       28                      
Operating expenses - net of                                                     
other operating income         (9 082)     (7 533)      21                      
Profit from operations         9 064       6 679        36                      
Finance income                 305         144          112                     
Finance costs                  (571)       (748)        (24)                    
Share of profits of                                                             
associates                     18          9            100                     
Profit before taxation         8 816       6 084        45                      
Income tax expense             (1 502)     (1 101)      36                      
Profit after taxation (PAT)    7 314       4 983        47                      
Minority interest              (907)       (612)        48                      
Net profit                     6 407       4 371        47                      
Calculation of headline                                                         
earnings                                                                        
Net profit                     6 407       4 371        47                      
(Profit)/loss on disposal of                                                    
property,  plant and equipment (3)         8                                    
Impairment reversed against                                                     
loan arising on disposal of                                                     
MTN Cameroon                   (11)        (9)                                  
Profit on sale of associate    (4)         -                                    
Basic headline earnings        6 389       4 370        46                      
Adjustment:                                                                     
Reversal of deferred tax asset                                                  
(see note 14)                  (305)       (174)                                
Adjusted headline earnings     6 084       4 196        45                      
Reconciliation of headline                                                      
earnings per ordinary share                                                     
(cents)                                                                         
Attributable earnings per                                                       
share (cents)                  386,0       264,2        46                      
(Profit)/loss on disposal of                                                    
property, plant and equipment  (0,2)       0,5                                  
Impairment reversed against                                                     
loan arising on disposal of                                                     
MTN Cameroon                   (0,6)       (0,5)                                
Profit on sale of associate    (0,2)       -                                    
Basic headline earnings per                                                     
share (cents)                  385,0       264,2        46                      
Effect of reversal of deferred                                                  
tax asset (see note 14)        (18,4)      (10,6)       73                      
Adjusted headline earnings                                                      
per share (cents)              366,6       253,6        45                      
Contribution to adjusted                                                        
headline earnings per                                                           
ordinary share (cents)                                                          
South Africa                   204,0       136,1        50                      
Rest of Africa                 162,6       117,5        38                      
Adjusted headline earnings                                                      
per share (cents)              366,6       253,6        45                      
Number of ordinary shares                                                       
in issue:                                                                       
- Weighted average (000)       1 659 671   1 654 380                            
- At period end (000)          1 662 497   1 657 724                            
SEGMENTAL ANALYSIS                                                              
                                           Year ended   Year ended              
                                           31 March     31 March                
2005         2004                    
                                           Audited      Audited*                
                                           Rm           Rm                      
REVENUE                                                                         
South Africa                               17 753       15 184                  
Rest of Africa                             11 241       8 687                   
                                           28 994       23 871                  
EBITDA                                                                          
South Africa                               6 016        4 522                   
Rest of Africa                             6 003        4 533                   
                                           12 019       9 055                   
PAT                                                                             
South Africa                               3 393        2 244                   
Rest of Africa                             3 921        2 739                   
                                           7 314        4 983                   
Summarised consolidated balance sheet                                           
Year ended   Year ended              
                                           31 March     31 March                
                                           2005         2004                    
                                           Audited      Audited*                
Rm           Rm                      
ASSETS                                                                          
Non-current assets                         18 727       13 637                  
Property, plant and equipment              15 623       10 904                  
Goodwill                                   33           33                      
Intangible assets                          1 686        1 784                   
Investments and loans                      604          560                     
Deferred tax assets                        781          356                     
Current assets                             10 637       8 643                   
Cash at bank and on hand                   5 838        3 648                   
Securitised cash deposits**                591          1 688                   
Other current assets                       4 208        3 307                   
Total assets                               29 364       22 280                  
EQUITY AND LIABILITIES                                                          
Shareholders` equity                                                            
Share capital and reserves                 15 933       10 128                  
Minority interests                         2 324        1 418                   
                                           18 257       11 546                  
Non-current liabilities                    3 618        4 376                   
Borrowings                                 3 011        3 710                   
Deferred tax liabilities                   607          666                     
Current liabilities                        7 489        6 358                   
Non-interest bearing liabilities           7 272        5 919                   
Interest-bearing liabilities               217          439                     
Total equity and liabilities               29 364       22 280                  
Net asset value per ordinary                                                    
share (rand)                               9,58         6,11                    
Net cash (debt)/equity %                   18           10                      
SUMMARISED CONSOLIDATED CASH FLOW STATEMENT                                     
                                           Year ended   Year ended              
                                           31 March     31 March                
                                           2005         2004                    
Audited      Audited                 
                                           Rm           Rm                      
Cash inflows from operating activities     9 501        8 597                   
Cash outflows from investing activities    (7 551)      (4 898)                 
Cash (out)/inflows from financing                                               
activities                                 (859)        233                     
Net movement in cash and cash equivalents  1 091        3 932                   
Cash and cash equivalents at beginning                                          
of period                                  5 231        1 931                   
Foreign entities translation adjustment    57           (632)                   
Cash and cash equivalents at end of period 6 379        5 231                   
SUMMARISED GROUP STATEMENT OF CHANGES IN SHAREHOLDERS` EQUITY                   
Year ended   Year ended              
                                           31 March     31 March                
                                           2005         2004                    
                                           Audited      Audited*                
Rm           Rm                      
Opening balance at 1 April                 10 128       17 056                  
Effect of adoption of IAS 39 (AC 133)      -            (15)                    
Effect of adoption of IFRS 3 (AC 140)      -            (10 281)                
Restated opening balance at 1 April        10 128       6 760                   
Net profit                                 6 407        4 371                   
Dividends paid                             (680)        -                       
Issue of share capital                     55           95                      
Transactions with minorities               (12)         (110)                   
Treasury shares sold                       6            -                       
Currency translation differences           29           (988)                   
                                           15 933       10 128                  
*Restated for the adoption of IFRS 3 (AC 140), IAS 36 (AC 128) (revised), IAS 38
(AC 129) (revised) and                                                          
IAS 27 (AC 132) (revised).                                                      
**These monies are placed on deposit with banks in Nigeria to secure letters of 
credit.                                                                         
NOTES                                                                           
1. Basis of accounting                                                          
These condensed consolidated results have been prepared in accordance with South
African Statements of Generally Accepted Accounting Practice (GAAP). 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 South   
African Statements of Generally Accepted Accounting Practice                    
IFRS 3 (AC 140) - Business Combinations, IAS 36 (AC 128) - Impairment of Assets 
(revised), IAS 38 (AC 129) - Intangible assets (revised) and IAS 27 (AC 132) -  
Consolidated and separate financial statements (revised) with effect from 17    
July 2000.                                                                      
2. Comparatives                                                                 
Where necessary, comparative figures have been adjusted to conform with changes 
in presentation and accounting policies during the year.                        
3. Change in accounting policies                                                
The adoption of IFRS 3 (AC 140) requires simultaneous adoption of IAS 36 (AC    
128) (revised) and IAS 38 (AC 129) (revised).  The adoption of these statements 
as well as IAS 27 (AC 132) (revised) resulted in a change in accounting policies
applied previously to goodwill and to the acquisition and sale of minorities.   
The effects of adopting the above statements and the resultant change in        
accounting policies are as follows:                                             
- When minority interests are purchased/sold after 17 July 2000, the difference 
between the purchase price/consideration received and the book value of the     
minority interest is recorded directly in equity, rather than as additional     
goodwill or in the income statement;                                            
- Amortisation of previously recognised goodwill ceased with effect from 17 July
2000; and                                                                       
- From the year ended 31 March 2001 onwards, goodwill is tested annually for    
impairment, as well as when there are indications of impairment.                
4. Headline earnings per ordinary share                                         
The calculations of basic and adjusted headline earnings per ordinary share are 
based on basic headline earnings of R6389 million (2004: R4370 million) and     
adjusted headline earnings of R6084 million (2004: R4196 million) respectively, 
and a weighted average of 1659670617 (2004: 1654380353) 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 audit by the auditors                                            
These condensed consolidated preliminary results have been audited by our joint 
auditors PricewaterhouseCoopers Inc. and SizweNtsaluba vsp Inc., who have       
performed their audit in accordance with Statements of South African Auditing   
Standards.                                                                      
A copy of their unqualified audit report is available for inspection at the     
registered office of the Company.                                               
6. Listing requirements                                                         
This interim announcement has been prepared in compliance with the Listings     
Requirements of the JSE Securities Exchange South Africa.                       
Year ended   Year ended              
                                           31 March     31 March                
                                           2005         2004                    
                                           Audited      Audited                 
Rm           Rm                      
7. Capital expenditure incurred            7 576        5 048                   
8. Contingent liabilities and commitments                                       
Contingent liabilities                     1 372        788                     
Operating leases                           679          610                     
Finance leases                             308          314                     
9. Commitments for capital expenditure                                          
- Contracted for                           3 144        3 516                   
Authorised but not contracted                                                   
For (next twelve months)                7 247        5 986                      
10. Cash and cash equivalents                                                   
Bank balances, deposits and cash           5 838        3 648                   
Securitised cash deposits                  591          1 688                   
Call borrowings                            (50)         (105)                   
                                           6 379        5 231                   
11. Interest bearing liabilities                                                
Call borrowings                            50           105                     
Short-term borrowings                      167          334                     
Current liabilities                        217          439                     
Long-term liabilities                      3 011        3 710                   
3 228        4 149                   
12. Depreciation and amortisation                                               
Depreciation                               2 708        2 204                   
Amortisation                               247          172                     
13. Reconciliation of profit from operations to EBITDA                          
                                           2005         2004                    
Profit from operations                    9064         6679                     
Add:                                                                            
Depreciation                               2708        2204                     
Amortisation                                247         172                     
EBITDA                                      12019     9055                      
14. 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 31March  
2005 in terms of the requirements of South African Statement of Generally       
Accepted Accounting Practice AC 102 - 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 AC 102 in this regard, the Board of Directors has reservations about the     
appropriateness of this treatment in view of the fact that no cognizance 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 R305 million) in addition to basic headline
earnings, to more fully reflect the Group`s results for the period.             
These results can be viewed on our website at www.mtn.co.za                     
Date: 09/06/2005 05:33:25 PM                   
Produced by the JSE SENS Department