Mtn Group Limited - Mtn Group Limited Reviewed Int23 Nov 2005
Mtn Group Limited - Mtn Group Limited Reviewed Interim Results For The Six      
Months Ended 30 September 2005                                                  
MTN Group Limited                                                               
Reviewed interim results for the six months ended                               
30 September 2005                                                               
HIGHLIGHTS OF RESULTS                                                           
Group subscribers up 32% in six months to 20,6 million                          
Revenue increased by 25,2% to R17,2 billion                                     
EBITDA increased by 27,6% to R7,2 billion                                       
EBITDA margin increased to 41,7%                                                
PAT by 31,2% to R4,5 billion                                                    
Adjusted headline EPS increased by 30,8% to 222,5 cents                         
New investments in Cote d"Ivoire (51%),                                         
Zambia (100%) and Botswana (44%)                                                
Operational data                                                                
Subscribers   Subscribers         ARPU                    
                      30 September  31 March    %       30 September            
                      2005          2005        change  2005                    
South Africa          8 961 000     8 001 000   12      R168                    
Nigeria               7 667 000     5 574 000   38      $23                     
Cameroon              1 129 000     919 000     23      $17                     
Cote d"Ivoire         932 000       -           0       $19                     
Uganda                895 000       782 000     14      $15                     
Botswana              445 000       -           -       $22                     
Rwanda                256 000       209 000     22      $17                     
Swaziland             192 000       156 000     23      R149                    
Zambia                91 000        -           0       $24                     
Total                 20 568 000    15 641 000  32                              
Condensed consolidated income statements                                        
                      6 months      6 months            Year                    
                      ended         ended               ended                   
30 September  30 September        31 March                
                      2005          2004                2005                    
                      Reviewed      Reviewed            Audited                 
                                   (IFRS               (IFRS                    
Restated)   %       Restated)               
                      Rm            Rm          change  Rm                      
Revenue               17 180        13 722      25      28 994                  
Direct network                                                                  
operating cost        (6 043)       (4 171)     45      (9 010)                 
Depreciation          (1 569)       (1 355)     16      (2 813)                 
Employee benefits                                                               
expense               (840)         (704)       19      (1 411)                 
Amortisation of                                                                 
intangible assets     (137)         (102)       34      (189)                   
Selling, distribution                                                           
and other general                                                               
administration                                                                  
expenses              (3 094)       (3 236)     (4)     (6 574)                 
Impairment of property,                                                         
Plant and equipment   (41)           -                  -                       
Net finance costs     (23)          (45)        (49)    (251)                   
Share of results of                                                             
associates            6             11          (46)    18                      
Profit before tax     5 439         4 120       32      8 765                   
Income tax expense    (977)         (718)       36      (1 494)                 
Profit for the                                                                  
period                4 462         3 402       31      7 271                   
Attributable to:                                                                
Equity holders of                                                               
the company           3 845         2 968       30      6 376                   
Minority interest     617           434         42      895                     
                      4 462         3 402       31      7 271                   
Earnings per share    231,3         179,0       29      384,2                   
Diluted earnings                                                                
per share             230,1         177,7       29      380,5                   
Note on calculation                                                             
of headline earnings                                                            
Net profit                                                                      
attributable to                                                                 
company"s equity                                                                
holders               3 845         2 968       30      6 376                   
Adjusted for:                                                                   
(Profit)/loss on                                                                
disposal of property,                                                           
plant and equipment   6             (2)                 (3)                     
Profit on sale of                                                               
treasury shares       -             (5)                  -                      
Profit on sale of                                                               
associate             -             -                   (4)                     
Impairment reversed                                                             
against loan arising                                                            
on disposal of                                                                  
MTN Cameroon to                                                                 
reflect net asset                                                               
value                 -             -                   (11)                    
Impairment of propety,                                                          
Plant and equipment   41            -                   -                       
Basic headline                                                                  
earnings              3 892         2 961       31      6 358                   
Adjustment:                                                                     
Reversal of deferred                                                            
tax asset                                                                       
(see note 9)          (192)         (140)       37      (305)                   
Adjusted headline                                                               
earnings              3 700         2 821       31      6 053                   
Reconciliation of                                                               
headline earnings per                                                           
ordinary share (cents)                                                          
Attributable earnings                                                           
per share (cents)     231,3         179,0       29      384,2                   
Adjusted for:                                                                   
(Profit)/loss on                                                                
disposal of property,                                                           
plant and equipment   0,4           (0,1)               (0,2)                   
Profit on sale of                                                               
treasury shares       -             (0,3)               -                       
Profit on sale of                                                               
associate             -             -                   (0,2)                   
Effect of disposal of                                                           
stake in MTN Cameroon -             -                   (0,7)                   
Impairment of propery,                                                          
plant and equipment   2,4           -                   -                       
Basic headline                                                                  
earnings per share                                                              
(cents)               234,1         178,6       31      383,1                   
Effect of reversal of                                                           
deferred tax asset                                                              
(see note 9)          (11,6)        (8,5)               (18,4)                  
Adjusted headline                                                               
earnings per                                                                    
share (cents)         222,5         170,1       31      364,7                   
Contribution to                                                                 
adjusted headline                                                               
earnings per ordinary                                                           
share (cents)                                                                   
South Africa          109,7         85,4        28      204,1                   
Rest of Africa        112,8         84,7        33      160,6                   
Adjusted headline                                                               
earnings per share                                                              
(cents)               222,5         170,1       31      364,7                   
Number of ordinary                                                              
shares in issue:                                                                
- Weighted average                                                              
(000)                 1 662 605     1 657 996           1 659 670               
- At period-end (000) 1 664 082     1 659 886           1 662 497               
Condensed consolidated balance sheets                                           
                      6 months      6 months         Year                       
                      ended         ended            ended                      
30 September  30 September     31 March                   
                      2005          2004             2005                       
                      Reviewed      Reviewed         Audited                    
                                    (IFRS Restated)  (IFRS Restated)            
Rm            Rm               Rm                         
ASSETS                                                                          
Non-current assets    26 256        16 923           19 151                     
Property, plant                                                                 
and equipment         19 143        13 733           15 787                     
Goodwill              1 554         34               33                         
Intangible assets     2 458         1 873            1 846                      
Investments and loans 1 939         687              667                        
Deferred tax assets   1 162         596              818                        
Current assets        10 358        7 549            10 579                     
Cash at bank and                                                                
on hand               4 825         3 300            5 838                      
Securitised cash                                                                
deposits**            350           599              591                        
Other current assets  5 183         3 650            4 150                      
Total assets          36 614        24 472           29 730                     
EQUITY AND LIABILITIES                                                          
Shareholders" equity                                                            
Share capital and                                                               
reserves              18 565        12 713           16 083                     
Minority interests    3 169         1 922            2 333                      
                      21 734        14 635           18 416                     
Non-current                                                                     
liabilities           4 800         4 129            3 715                      
Borrowings            3 664         3 370            3 019                      
Deferred tax                                                                    
liabilities           721           759              696                        
Other non-current                                                               
liability (note 11)   415           -                -                          
Current liabilities   9 108         5 708            7 598                      
Non-interest-bearing                                                            
liabilities           9 088         5 526            7 378                      
Interest-bearing                                                                
liabilities           972           182              221                        
Total equity and                                                                
liabilities           36 614        24 472           29 730                     
Note on net asset                                                               
value per ordinary                                                              
share and net cash                                                              
(debt)/equity ratios                                                            
- Book value          11,16         7,66             9,67                       
Net cash (debt)/                                                                
equity                2%            2%               17%                        
**These monies are placed on deposit with banks in Nigeria to secure letters of 
credit.                                                                         
Condensed consolidated statements of changes in equity                          
                      6 months      6 months         Year                       
                      ended         ended            ended                      
30 September  30 September     31 March                   
                      2005          2004             2005                       
                      Reviewed      Reviewed         Audited                    
                                    (IFRS Restated)  (IFRS Restated)            
Rm            Rm               Rm                         
Opening balance (as                                                             
previously reported)  15 933        10 128           10 128                     
Effect of inclusion                                                             
of minorities         2 324         1 418            1 418                      
Impact of IFRS        150           184              184                        
Restated opening                                                                
balance               18 416        11 752           11 752                     
Net profit            3 845         2 968            6 376                      
Dividends paid        (1 080)       (680)            (680)                      
Issue of share                                                                  
capital               27            16               55                         
Purchase/Sale of                                                                
non-controlling                                                                 
interests             -             -                (12)                       
Transaction with                                                                
minorities            (415)         -                -                          
Minority shar of                                                                
profit reserves       836           482              893                        
Treasury shares sold  -             6                6                          
Currency translation                                                            
differences           105           91               26                         
                      21 734        14 635           18 416                     
Reconciliation of SA GAAP to IFRS                                               
IFRS                       
                                                     transition date            
                      31 March      30 September     1 April                    
                      2005          2004             2004                       
Audited       Reviewed         Audited                    
                      Rm            Rm               Rm                         
Reconciliation of                                                               
equity                                                                          
Change in accounting                                                            
policy under SA GAAP  -             177              -                          
Equity previously                                                               
reported under                                                                  
SA GAAP               15 933        22 256           10 128                     
Adjustment upon                                                                 
adoption of IFRS      150           (9 543)          184                        
Equity reported under                                                           
IFRS                  16 083        12 713           10 312                     
Equity adjustments                                                              
Leases                (31)          (32)             (31)                       
Property, plant                                                                 
and equipment         168           220              246                        
Intangible assets     68            60               53                         
Other                 (55)          (71)             (84)                       
                      150           177              184                        
Reconciliation of                                                               
income statements                                                               
Net profit after tax                                                            
previously reported   7 314         3 334                                       
Share-based payments  (17)          (6)                                         
Foreign exchange gain 26            86                                          
Property, plant and                                                             
equipment             (78)          (26)                                        
Intangible assets     18            7                                           
Other                 8             7                                           
As reported under                                                               
IFRS                  7 271         3 402                                       
For further detail concerning reconciliations of assets and liabilities refer to
separate IFRS Transition Report.                                                
Segment analysis                                                                
                      6 months      6 months         Year                       
ended         ended            ended                      
                      30 September  30 September     31 March                   
                      2005          2004             2005                       
                      Reviewed      Reviewed         Audited                    
(IFRS Restated)  (IFRS Restated)            
                      Rm            Rm               Rm                         
REVENUE                                                                         
South Africa          9 830         8 244            17 350                     
Nigeria               5 870         4 561            9 310                      
Rest of Africa        1 480         917              2 334                      
                      17 180        13 722           28 994                     
EBITDA                                                                          
South Africa          3 212         2 697            5 996                      
Nigeria               3 063         2 348            4 883                      
Rest of Africa        887           567              1 120                      
                      7 162         5 612            11 999                     
PAT                                                                             
South Africa          1 822         1 419            3 402                      
Nigeria               2 284         1 678            3 454                      
Rest of Africa        356           305              415                        
4 462         3 402            7 271                      
Condensed consolidated cash flow statements                                     
                      6 months      6 months         Year                       
                      ended         ended            ended                      
30 September  30 September     31 March                   
                      2005          2004             2005                       
                      Reviewed      Reviewed         Audited                    
                                    (IFRS Restated)  (IFRS Restated)            
Rm            Rm               Rm                         
Cash inflows from                                                               
operating activities  4 514         2 960            9 501                      
Cash outflows                                                                   
from investing                                                                  
activities            (6 763)       (2 749)          (6 454)                    
Cash inflows/(outflows)                                                         
from financing                                                                  
activities             631          (567)            (859)                      
Net movement in cash                                                            
and cash equivalents  (1 618)       (356)            2 188                      
Cash and cash                                                                   
equivalents at                                                                  
beginning of period   5 788         3 543            3 543                      
Foreign entities                                                                
translation                                                                     
adjustment            144           103              57                         
Cash and cash                                                                   
equivalents at end                                                              
of period             4 314         3 290            5 788                      
Notes to the condensed consolidated financial statements                        
1. Basis of preparation                                                         
The condensed consolidated interim financial information ("interim financial    
information") as contained in our booklet to be mailed to shareholders was      
prepared in accordance with International Financial Reporting Standards ("IFRS")
IAS 34 - Interim Financial Reporting and in compliance with the Listing         
Requirements of the JSE Limited and the South African Companies Act (1973).     
The information contained in the SENS and press announcement constitutes an     
extract from the complete interim financial information as referred to in the   
previous paragraph. Accordingly, for a full appreciation of the Group"s         
financial position at 30 September 2005 and its financial results and changes in
equity for the six months then ended, shareholders are referred to the complete 
information as communicated in the booklet.                                     
This is the Group"s first IFRS interim financial information, for part of the   
period, in respect of which annual financial statements will be prepared in     
terms of IFRS.                                                                  
The financial year-end for MTN Group and its subsidiaries has changed from 31   
March to 31 December. The financial statements for the nine months ending 31    
December 2005 will be the Group"s first consolidated IFRS compliant financial   
statements.                                                                     
IFRS 1 - First Time Adoption of IFRS has been applied in preparing this interim 
report, and for details of the effects of the transition to IFRS, refer to the  
separate Transition Report.                                                     
The interim financial information does not include all the information required 
by IFRS for full annual financial statements.                                   
Although the financial statements for the period ending 31 December 2005 will be
MTN"s first published financial statements stating full compliance with IFRS,   
MTN has already complied with the following SA GAAP standards that had identical
requirements to the IFRS standards, with effect from 17 July 2000:              
IFRS 3 (AC140) (issued 2004) - Business Combinations                            
IAS 36 (AC128) (revised 2004) - Impairment of Assets                            
IAS 38 (AC129) (revised 2004) - Intangible Assets                               
IAS 27 (AC132) (revised 2004) - Consolidated and Separate Financial Statements  
The "31 March 2005 IFRS restated" figures have therefore only been adjusted to  
comply with the remainder of the International Financial Reporting Standards,   
while the "30 September 2004 IFRS restated" have been adjusted to comply with   
all International Financial Reporting Standards. Refer to the Reconciliation of 
SA GAAP to IFRS for the effects of IFRS-compliance on previously reported       
financial statements.                                                           
It is important to note that this financial information has been prepared in    
accordance with International Financial Reporting Standards that are expected to
be effective at 31 December 2005. These standards are subject to ongoing review 
and possible amendment by interpretive guidance from the International          
Accounting Standards Board ("IASB") and may therefore be subject to change.     
Other changes to the presentation of information may be made in the statutory   
annual financial statements.                                                    
2. Headline earnings per ordinary share                                         
The calculations of basic and adjusted headline earnings per ordinary share are 
based on basic headline earnings of R3 892 million (2004: R2 961 million) and   
adjusted headline earnings of R3 700 million (2004: R2 821 million)             
respectively, and a weighted average of 1 662 605 000 (2004: 1 657 996 000)     
ordinary shares in issue.                                                       
3. Independent review by the auditors                                           
These condensed consolidated interim results have been reviewed by our joint    
auditors PricewaterhouseCoopers Inc. and SizweNtsaluba, who have performed their
review in accordance with the International Statements of Auditing applicable to
review engagements.                                                             
A copy of their unqualified review report is available for inspection at the    
registered office of the company.                                               
This report includes an emphasis of matter stating that although the interim    
financial information has been prepared in accordance with those IFRS standards 
and IFRIC interpretation as adopted for use in South Africa as at the time of   
preparing this information, these standards and interpretations may be amended  
between the date of this announcement and the finalisation of the annual        
financial statements for the period ending 31 December 2005, which are not known
with certainty at the time of preparing the interim financial information.      
                      6 months      6 months                                    
                      ended         ended            Year ended                 
30 Sept 2005  30 Sept 2004     31 March 2005              
                      Reviewed      Reviewed         Audited                    
                                    (IFRS Restated)  (IFRS Restated)            
                      Rm            Rm               Rm                         
4. Capital expenditure                                                          
incurred              4 125         3 858            7 576                      
5. Contingent                                                                   
liabilities and                                                                 
commitments Contingent                                                          
liabilities           3 749         1 079            1 372                      
Operating leases      453           634              679                        
Finance leases        467           312              308                        
6. Commitments for                                                              
capital expenditure                                                             
- Contracted for      1 855         2 702            3 144                      
- Authorised but not                                                            
contracted for        1 538         5 424            7 247                      
7. Cash and cash                                                                
equivalents                                                                     
Bank balances,                                                                  
deposits and cash     4 825         3 300            5 838                      
Call borrowings      (511)          (10)             (50)                       
                      4 314         3 290            5 788                      
8. Interest-bearing                                                             
liabilities                                                                     
Call borrowings       511           10               50                         
Short-term borrowings 461           172              171                        
Current liabilities   972           182              221                        
Long-term liabilities 3 664         3 370            3 019                      
                      4 636         3 552            3 240                      
9. 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 2005 in terms of the requirements of IAS 12 - 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 IAS 12 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 R192 million) in addition to basic headline
earnings, to more fully reflect the group"s results for the period.             
10. Business combinations                                                       
10.1 The acquisition of 51% of Telecel Cote d"Ivoire.                           
On 1 July 2005, the Group acquired 51% of the share capital of Loteny Telecom,  
trading under the name Telecel Cote d"Ivoire. The acquired business contributed 
revenues of R186,3 million and net profit of R43,2 million to the group for the 
period from 1 July 2005 to                                                      
30 September 2005.                                                              
If the acquisition had occurred on 1 April 2005, the contribution to Group      
revenue would have been R365,7 million, and the contribution to profit would    
have been R58 million.                                                          
                                                     1 July 2005                
Details of the net assets                            Reviewed                   
acquired and goodwill as at                                                     
acquisition are as follows:                          Rm                         
Total purchase consideration                         1 398                      
Fair value of net assets acquired                    148                        
Goodwill                                             1 250                      
                                                     Acquiree"s                 
                                       Fair value    carrying amount            
1 July 2005   1 July 2005                
The assets and liabilities arising from              Reviewed                   
the acquisition are as follows:        Rm            Rm                         
Cash and cash equivalents              41            41                         
Property, plant and equipment          621           1 031                      
Intangibles                            620           376                        
Inventories and receivables            109           109                        
Payables                               (1 001)       (988)                      
Borrowings                             (142)         (148)                      
Net deferred tax asset                 42           _-                          
Net assets                             290           421                        
Minority interests                     (49%)         (142)                      
Net assets acquired                    148                                      
Purchase consideration settled                                                  
in cash                                1 398                                    
Cash and cash equivalents in                                                    
subsidiary acquired                    (41)                                     
Cash outflow on acquisition            1 357                                    
10.2 The acquisition of 100% of Telecel Zambia and 40% of MTN Network Solutions 
(Pty) Ltd (NS)                                                                  
On 1 August 2005, the Group acquired 100% of the share capital of Telecel       
Zambia, and on 1 April 2005, the Group acquired 40% of Network Solutions. The   
acquired businesses contributed revenues of R48,5 million and net profit of R3  
million to the group for the period.                                            
If the Telecel Zambia acquisition had occurred on 1 April 2005 the contribution 
to group revenue would have been R89,9 million and the contribution to profit   
would have been R8,7 million.                                                   
                                                     On acquisition             
date                       
Details of the net assets acquired and               Reviewed                   
goodwill as at acquisition are as follows:           Rm                         
Total purchase consideration                         351                        
Fair value of net assets acquired                    25                         
Goodwill                                             326                        
                                                     Acquiree"s                 
                                     Fair value      carrying                   
on acquisition  amount on                  
The assets and liabilities arising   Reviewed        aquisition date            
from the acquisition are as follows: Rm              Rm                         
Cash and cash equivalents            13              13                         
Property, plant and equipment        91              91                         
Intangibles                          25              -                          
Inventories and receivables          20              20                         
Payables                             (47)            (30)                       
Borrowings                           (98)            (98)                       
Net deferred tax assets              21              30                         
Net assets acquired                  25              26                         
Purchase consideration settled                                                  
in cash                              351                                        
Cash and cash equivalents in                                                    
businesses acquired                  (13)                                       
Cash outflow on acquisition          338                                        
11. Other non-current liability                                                 
The other non-current liability arises out of an arrangement whereby a minority 
share holder of a subsidiary company has the right to put additional shares in  
the subsidiary to MTN in a future period.                                       
12. Material events                                                             
During September 2005 MTN acquired a 44% indirect interest in Mascom Wireless   
Botswana (Pty) Limited (Mascom) for R837 million. The investment is accounted   
for as an associate. One of the indirect shareholders in Mascom alleges that the
seller of a 20% indirect stake in Mascom to MTN did not follow the correct pre- 
emptive process. MTN Group legal advisors are monitoring the matter and are     
confidant that the matter will be resolved favorably.                           
13. Post-balance sheet events                                                   
Subsequent to 30 September 2005, MTN has acquired a 49% interest in Sherkate    
Khademate Ertebati-E-IranCell (IranCell Telecommunication Services Company)     
(IranCell). In accordance with the rules and regulations of the second GSM      
licence tender process, the Minister of Communications and Information          
Technology of the Islamic Republic of Iran called for payment of EURO 300       
million, being the up-front licence fee. This payment was made to the Ministry  
of Communications and Information Technology of the Islamic Republic of Iran    
(`the Ministry") on 21 November 2005. The Ministry is currently in the process  
of issuing the licence to IranCell.                                             
REVIEW OF RESULTS                                                               
MTN Group Limited (MTN Group) achieved a strong increase of 30,8% in adjusted   
headline earnings per share (adjusted headline EPS) to 222,5 cents (30 September
2004: 170,1 cents (restated)). Revenue increased by 25,2% to R17,2 billion (30  
September 2004: R13,7 billion) while earnings before interest, tax, depreciation
and amortisation (EBITDA) rose to R7,2 billion (30 September 2004: R5,6 billion 
(restated)) and adjusted profit after tax (PAT) to R4,2 billion (30 September   
2004: R3,2 billion (restated)). These reflected increases of 27,6% and 30.8% in 
EBITDA and PAT, respectively, compared to the six months to 30 September 2004.  
The reported adjusted headline EPS and adjusted PAT exclude the beneficial      
financial effect of the deferred tax asset recognised by MTN Nigeria            
Communications Limited (MTN Nigeria). Basic (unadjusted) headline earnings per  
share rose to 234,1 cents representing a 31,1% increase compared to 178,6 cents 
(as restated) for the corresponding period last year.                           
During the period under review MTN Group successfully concluded acquisitions in 
Cote d"Ivoire (51%), Zambia (100%) and Botswana (44%) in line with its strategy 
of consolidating its position as the leading provider of telecommunications     
services in developing markets. The investment in the Botswana operation is     
currently accounted for as an associate and it"s subscribers have been included 
in the Group"s subscriber numbers.                                              
As at 30 September 2005, the new operations including Botswana, accounted for 1 
468 000 subscribers, being 7% of the Group"s 20,6 million subscriber base. The  
full financial benefits of these acquisitions have not impacted these half year 
results because the results of these operations have only been reflected from   
the date of acquisition.                                                        
The overall contribution by the operations outside South Africa increased to 43%
of revenue, 55% of EBITDA and 112,8 cents of adjusted headline EPS. As a        
significant proportion of the Group"s revenue and profits is generated outside  
South Africa, the fluctuation of the functional currencies of our international 
operations against the rand continues to affect the Group"s consolidated        
results. Of most relevance is the value of the Nigerian Naira which has remained
relatively stable against the Rand during the six months under review compared  
with the average rate for the comparative period in the previous year.          
International Financial Reporting Standards                                     
The Group is, for the first time, reporting its financial results in accordance 
with International Financial Reporting Standards (IFRS). Results for the        
comparative period in the previous financial year and for the year ended to 31  
March 2005 have been restated. The conversion to IFRS has had a limited effect  
on the Group"s results. Adjusted headline EPS reported for the six months ended 
30 September 2004 increased by 4,3 cents to 170,1 cents. The adoption of IFRS   
resulted in a change in the functional currency of MTN Mauritius from US$ to    
rand. The exchange gains and losses that arise as a consequence of this change  
are now recognised in the income statement as opposed to in reserves. These     
include differeces arising on translation of US$ shareholder loans granted to   
the operating companies as well as the translation of the assets and liabilities
of MTN Mauritius denominated in foreign currencies. This change resulted in an  
increase of 3,5 cents in adjusted headline EPS for the six months ended         
September 2004.                                                                 
Income statement analysis                                                       
Group consolidated revenue increased by 25,2% to R17,2 billion (30 September    
2004: R13,7 billion). Excluding the contribution from new acquisitions, revenue 
has increased by 22,3% against the comparable period in the previous year. MTN  
South Africa continues to record good growth in a maturing market, with revenue 
increasing by 19,2% to R9,8 billion, while MTN Nigeria"s revenue growth of 28,7%
to R5,9 billion was achieved despite the negative effects of the highly         
competitive tariff environment.                                                 
EBITDA increased by 27,6% to R7,2 billion and, mainly as a result of the        
increased contribution to the Group"s results by the international operations,  
EBITDA margin increased from 40,1% to 41,7%. MTN South Africa maintained an     
EBITDA margin of 32,7%, consistent with that of the comparable period in the    
previous financial year. MTN Nigeria continued to deliver a strong EBITDA margin
of 52,2%, with the remaining international operations, excluding new            
investments, recording EBITDA margins of between 46% and 54%.                   
Depreciation and amortisation charges increased by 17,1% from R1,5 billion to   
R1,7 billion, driven mainly by the sizeable capital investment linked to the    
continuing network rollout in Nigeria. The amortisation of intangible assets    
acquired in Cote d"Ivoire and Zambia, contributed R16 million to the Group"s    
amortisation charge.                                                            
Net finance costs declined from R45 million to R23 million for the six months to
30 September 2005. Foreign exchange gains of R52 million (2004: R90 million)    
were recorded in the period, excluding which, net finance costs would have been 
R75 million (2004: R135 million). Finance costs remained low due to the positive
net cash position of the Group.                                                 
Taxation increased by 36,1% to R1 billion, which included R135 million of STC in
respect of the dividend paid in July 2005. The Group"s effective tax rate       
remains lower than the applicable average statutory rate, primarily as a result 
of MTN Nigeria being within its five-year tax holiday period granted under      
pioneer status, and the consequent effect of the increase in the Nigerian       
deferred tax asset resulting from temporary differences on capital allowances.  
The Group"s adjusted headline EPS increased by 30,8% to 222,5 cents. South      
African operations contributed 109,7 cents or 49% of these earnings,            
representing an increase of 28% on the first six months of the previous         
financial year. Adjusted headline EPS derived from international operations     
increased by 33% to 112,8 cents.                                                
Balance sheet and cash flow                                                     
The Group"s total assets have increased by 23,2% to R36,6 billion compared to   
the restated R29,7 billion at 31 March 2005. Long-term borrowings increased to  
R3,7 billion (March 2005: R3,3 billion), while short-term borrowings increased  
to R972 million (March 2005: R220 million).                                     
At 30 September 2005, the Group had cash on hand of R5,2 billion including      
securitised cash deposits of R350 million against letters of credit in Nigeria. 
R2,3 billion of the cash on hand is in South Africa. Group net cash (including  
securitised cash deposits) decreased from R3,2 billion at 31 March 2005 to R539 
million at 30 September 2005. This is largely attributable to the R1,1 billion  
dividend payment and the acquisitions in Cote d"Ivoire, Zambia and Botswana at a
total consideration of R2,6 billion, to some extent offset by operating cash    
generation in South Africa and Nigeria.                                         
Operating cash flow of R5,3 billion (before dividends) was generated, with free 
cash flow (operating cash inflows before dividends less capital expenditure) of 
R1,3 billion being generated notwithstanding the major investment of R4,1       
billion in fixed assets. MTN Nigeria invested R2,2 billion in property, plant   
and equipment, representing 58,6% of the Group"s capital expenditure during the 
six months under review. It is currently estimated that a total of R7,5 billion 
will be invested for the nine-month period to 31 December 2005.                 
OPERATIONAL REVIEW                                                              
MTN South Africa continues to achieve strong subscriber growth in both the      
postpaid and prepaid segments with subscribers totalling                        
8 961 000 at 30 September 2005. The prepaid component of the subscriber base    
increased by 12% (811 000 net connections) during the six months under review to
7 421 000, representing 82,8% (31 March 2005: 82,6%) of the total subscriber    
base. The postpaid base increased by 11% from 31 March 2005 closing the period  
at 1 540 000 subscribers.                                                       
As expected, blended ARPU for the six-month period declined by 9% to R168.      
Postpaid and prepaid ARPU experienced decreases to R544 (March 2005: R576) and  
R90 (March 2005: R97) respectively. These ARPU decreases were the result of     
continued penetration into lower usage segments. Included in the total of       
postpaid subscribers are 247 000 My Choice Top-up subscribers, who generate     
significantly lower ARPU than average postpaid subscribers.                     
MTN South Africa launched broadband (3G and EDGE) services in                   
June 2005. 3G coverage is currently available in the key metropolitan centres,  
while 31% of the South African network is EDGE enabled. This provides customers 
with high-speed access to MTN South Africa"s data offerings as well as video-   
based services.                                                                 
Data contributed 6,3% (2004: 5,5%) towards total revenue excluding handset      
revenue. As expected, because of the slower adoption of new services, the       
majority of data revenue is still being generated by SMS.                       
During August 2005, MTN Banking, a joint venture with Standard Bank, was        
launched in South Africa to leverage the strategic mobile banking opportunity.  
The Group acquired the remaining 40% in MTN Network Solutions, a first-tier     
internet service provider, to better position itself in a converged             
telecommunications environment. This investment is now accounted for as a       
subsidiary.                                                                     
MTN Nigeria increased its subscriber base to 7 667 000, a 38% increase since    
March 2005. The strong growth in subscriber numbers is fuelled by continued     
strong demand for telecommunications services and low connection fees. The      
tariff environment has remained very competitive, particularly in the reseller  
market. As expected, blended ARPU has declined to US$23, with marginal ARPU     
levels at approximately US$16.                                                  
MTN Nigeria continues to hold the largest share of the Nigerian market with an  
estimated 47% market share. The focus of the operation remains maintaining      
network quality standards while increasing coverage in the rapidly expanding    
market.                                                                         
MTN Nigeria"s network rollout is proceeding as planned with the commissioning of
335 new base stations and two new switches during the six months. Total capital 
expenditure for the period was R2,2 billion. All profits generated by the       
business have been reinvested into the Nigerian operation.                      
On the assumption that current market conditions prevail, the board expects that
the Group will continue to show good subscriber growth and maintain a strong    
market position in all of its operations. Capital expansion programmes in       
Nigeria and South Africa are expected to provide further subscriber and revenue 
growth.                                                                         
As previously reported identifying the most appropriate mechanism to broaden the
Nigerian shareholder base continues to receive attention and further            
announcements will be made once a firm decision has been reached.               
MTN Cameroon increased its subscriber base to 1 129 000, a 23% increase from 31 
March 2005. ARPU has declined to US$17 for the period, driven by the connection 
of lower usage subscribers and a weakening of the CFA against the US$. MTN      
Cameroon has maintained market leadership in a highly competitive trading       
environment with an estimated market share of 54%.                              
MTN Cote d"Ivoire, trading as Telecel Cote d"Ivoire, recorded 932 000           
subscribers as at 30 September 2005, with an estimated market share of 47%. ARPU
for the three months ended 30 September 2005 was US$19. The acquisition by the  
Group of the 51% controlling interest, for R1,398 billion, became effective on 1
July 2005.                                                                      
MTN Uganda increased its mobile subscriber base to 895 000, a 14% increase from 
31 March 2005. ARPU decreased to US$15. The company has maintained its leading  
market position.                                                                
MTN Rwanda increased its subscriber base to 256 000, a 22% increase from 31     
March 2005. ARPU of US$17 was recorded. Following the privatisation of Rwandatel
and the concomitant issue of a second mobile licence, competition is expected to
arise.                                                                          
MTN Swaziland increased its subscriber base to 192 000, a 23% rise from 31 March
2005, with ARPU of R149 being achieved.                                         
MTN Zambia recorded 91 000 subscribers as at 30 September 2005, with an ARPU of 
US$24. The acquisition of the 100% interest for R311 million became effective on
10 August 2005. It"s intended that 10% of the equity in this business will be   
placed.                                                                         
Mascom Wireless Botswana Limited recorded approximately 445 000 subscribers on  
30 September 2005, with an ARPU of US$22. The acquisition of the 44% equity     
interest for R837 million became effective on 29 September 2005. The investment 
has been accounted for as an associate.                                         
As at 1 April 2005 all subscriber numbers reported are based on active          
subscribers (subscribers who have made or received a revenue-generating call    
during the last 90 days).                                                       
PROSPECTS                                                                       
The Group"s vision is to be the leader in telecommunications in developing      
markets. The Group currently has operations in nine countries across Africa. In 
order to further consolidate its position on the continent and to diversify its 
investment portfolio, the Group will continue to explore value-enhancing        
expansion opportunities in Africa and the middle east. Business opportunities   
complementary to the core mobile telephony business will also be pursued.       
The Group has changed it"s financial year end to 31 December, and will be       
reporting on the results for the nine months ending 31 December 2005 in March   
2006.                                                                           
With the change in year end, the board will review the dividend policy at the   
end of the nine monthe reporting period taking into consideration expansion     
opportunities.                                                                  
POST-BALANCE SHEET EVENTS                                                       
IranCell                                                                        
Subsequent to 30 September 2005, MTN has acquired a 49% interest in IranCell    
Telecommunications Services Company (IranCell), the preferred bidder for the    
second GSM licence in the Islamic Republic of Iran. In accordance with the rules
and regulations of the second GSM licence tender process, the Minister of       
Communications and Information Technology of the Islamic Republic of Iran (the  
Ministry) called for payment of EURO 300 million, being the up-front licence    
fee. This payment was made to the Ministry on 21 November 2005. The Ministry is 
currently in the process of issuing the licence to IranCell. Iran"s population  
is estimated at 69 million. With a current mobile penetration of approximately  
11%, the Iranian market represents an exciting growth opportunity for MTN, and  
will be the Group"s first entry into the middle east                            
Cautionary announcement                                                         
MTN Group has issued a cautionary announcement on 20 October 2005 in respect of 
negotiations which if successfully concluded could have a material affect on the
price of MTN"s securities. Such cautionary announcements was withdrawn on 23    
November 2005.                                                                  
For and on behalf of the board                                                  
M C Ramaphosa       P F Nhleko                                                  
(Chairman)          (Group Chief Executive Officer)                             
Fairland                                                                        
23 November 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 the company 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.                                           
Registration number:1994/009584/06 ISIN code: ZAE 0000 42164 Share code: MTN    
Directorate: M C Ramaphosa (Chairman), P F Nhleko* (Group 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
Company Secretary: S B Mtshali, 216 - 14th Avenue, Fairland, 2195. Private Bag  
9955, Cresta, 2118                                                              
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                                            
These results can be viewed on our website at www.mtn.co.za                     
IFRS transition report                                                          
This document is presented to provide users of the published interim financial  
information for the six months ended 30 September 2005, with an analysis of the 
effects on MTN Group Limited and its subsidiaries of adopting International     
Financial Reporting Standards ("IFRS").                                         
This financial information does not comprise statutory financial statements     
within the meaning of Section 286 of the Companies Act, 1973.                   
It is important to note that the financial information contained in this        
document, has been prepared in accordance with the transition provisions of IFRS
1 (First-time adoption of International Financial Reporting Standards), and     
other relevant standards and is based on the final application of IFRS that are 
expected to be effective at 31 December 2005. These standards are subject to    
ongoing review and possible amendment by interpretive guidance from the         
International Accounting Standards Board ("IASB"), and as such the financial    
information contained herein may therefore be subject to change.                
Introduction                                                                    
MTN Group Limited ("MTN") is currently listed on the JSE Securities Exchange of 
South Africa ("JSE"), and historically has prepared and reported consolidated   
financial statements under South African Statements of Generally Accepted       
Accounting Practice ("SA GAAP").                                                
In terms of the revised JSE Listing Requirements, MTN is required to prepare its
financial information in accordance with International Financial Reporting      
Standards ("IFRS") for financial years commencing on or after 1 January 2005.   
MTN is required to comply with IFRS for the nine months ended 31 December 2005  
(being the new financial year end which historically was 31 March), including   
appropriate IFRS comparative information. In terms of IFRS 1 (First Time        
Adoption of International Financial Reporting Standards), MTN is also required  
to prepare an opening balance sheet on the first day of the comparative period  
(MTN"s effective date of transition to IFRS), which is 1 April 2004.            
As such, MTN has prepared:                                                      
A consolidated IFRS compliant opening balance sheet as at 1 April 2004;         
Reconciliations of equity as previously reported under SA GAAP with equity as   
reported under IFRS at 1 April 2004, 30 September 2004 and 31 March 2005;       
Reconciliations of net income as previously reported under SA GAAP with net     
income as reported under IFRS for the year ended 31 March 2005 and for the 6    
months ended 30 September 2004; and                                             
Consolidated IFRS interim financial information for the six months ended 30     
September 2005, together with IFRS comparat