MTN Group - Offer to shareholders of Investcom dec4 Jul 2006
MTN
 MTN                                                                             
MTN Group - Offer to shareholders of Investcom declared unconditional all       
            respects                                                            
MTN Group Limited                                                               
(Incorporated in the Republic of South Africa)                                  
(Registration number 1994/009584/06)                                            
(Share code: MTN)                                                               
(ISIN code: ZAE000042164)                                                       
("MTN Group" or the "Company")                                                  
OFFER TO SHAREHOLDERS OF INVESTCOM LLC DECLARED UNCONDITIONAL IN ALL RESPECTS   
MTN Group announces that all the conditions of its offer to shareholders of     
Investcom LLC ("Investcom") ("the Offer") have been satisfied or waived and the 
Offer is now declared unconditional in all respects.                            
As previously announced, the Offer will remain open for acceptances until 5.00  
p.m. (Dubai time) on 12 July 2006.                                              
As and when MTN Group has received valid acceptances of the Offer in respect of 
or otherwise acquired 90% or more in value of the Investcom ordinary shares to  
which the Offer relates (which MTN Group expects will happen shortly pursuant to
the terms of the Tender Agent Agreement), MTN Group will seek to acquire        
compulsorily the Investcom ordinary shares for which it has not received valid  
acceptances of the Offer or otherwise acquired, pursuant to the provisions of   
articles 81 to 89 (inclusive) of the Dubai International Financial Centre       
Company Law 2004.                                                               
As MTN Group has attained the required 75% of the voting rights attaching to the
shares of Investcom, MTN Group is taking steps to procure the application by    
Investcom: (i) for the cancellation of the trading in Investcom GDSs on the     
London Stock Exchange"s market for listed securities and the listing of the     
Investcom GDSs from the Official List of the UK Listing Authority; and (ii) for 
the cancellation of the trading in Investcom GDSs on the Dubai International    
Financial Exchange ("DIFX") and the listing of the Investcom GDSs from the      
Official List of Securities of the DIFX.                                        
Fairland                                                                        
4 July 2006                                                                     
Joint financial adviser and transaction sponsor                                 
Deutsche Securities (SA) (Proprietary) Limited                                  
Member of the Deutsche Bank Group                                               
Joint financial adviser                                                         
First Africa (SA) (Proprietary) Limited                                         
South African legal adviser                                                     
Webber Wentzel Bowens                                                           
International legal advisers                                                    
Freshfields Bruckhaus Deringer                                                  
Sponsor                                                                         
Merrill Lynch South Africa (Proprietary) Limited                                
Date: 04/07/2006 05:55:02 PM Produced by the JSE SENS Department