On 23 May 2006 MTN Group made a cash and shares offer to acquire the entire issued share capital of Investcom LLC, a company whose securities were listed in Dubai and London, for a total consideration of US$5,5 billion. The formal offer was based on an implied MTN Group share price of R59,25 (US$9,79). The purchase offer was partly in cash and partly by the issue of MTN Group shares.

MTN shareholders approved the transaction on 28 June 2006 and it became wholly unconditional on 4 July 2006, the date from which Investcom was consolidated into the MTN Group. In accordance with DFIX rules, settlement of cash and shares took place on 17 and 24 July 2006. In terms of the offer made US$3,7 billion was settled in cash and 183 210 084 MTN Group Limited shares were issued to the previous Investcom LLC shareholders. Investcom LLC was delisted on 15 August 2006.

The acquired business contributed revenues of R5 987 million and net profit of R792 million to the group for the period from 4 July 2006 to 31 December 2006. If the acquisition had occurred on 1 January 2006, the contribution to Group revenue would have been R10 328 million, and the contribution to profit after tax would have been R1 069 million.

These amounts have been calculated using the Group’s accounting policies and by adjusting the results of Investcom LLC to reflect the additional depreciation and amortisation that would have been charged assuming that the fair value adjustments to property, plant and equipment and intangible assets had been applied from 1 January 2006, together with the consequential tax effects.

The goodwill is attributable to the high profitability of the acquired business.

In July 2006, the shareholding in MTN Uganda, a telecommunications company incorporated in Uganda, was increased from 52,01% to 97,34% for US$221 million, converting the joint venture operation into a fully consolidated subsidiary of the Group.

MTN Uganda contributed revenues of R1 164 million and net profit of R223 million to the Group. If the step-up had occurred on 1 January 2006 the contribution to Group revenue would have been R1 462 million, and the contribution to profit after tax would have been R179 million.

These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the acquiree to reflect the additional depreciation and amortisation that would have been charged assuming that the fair value adjustments to property, plant and equipment and intangible assets had been applied from 1 January 2006, together with the consequential tax effects.

The goodwill is attributable to the high profitability of the acquired business.

On 1 July 2005, the Group acquired 51% of the share capital of Loteny Telecom, trading under the name Telecel Côte d’Ivoire (now named MTN Côte d’Ivoire), a telecommunications company operating in the Côte d’Ivoire. The acquired business contributed revenues of R392,5 million and profit after tax of R83,5 million to the Group for the period from 1 July 2005 to 31 December 2005.

If the acquisition had occurred on 1 April 2005, the contribution to Group revenue would have been R571,2 million, and the contribution to profit after tax would have been R98,3 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from 1 April 2005, together with the consequential tax effects.

The goodwill is attributable to the high profitability of the acquired business and the significant synergies expected to arise after the Group’s acquisition of MTN Côte d’Ivoire.

On 1 August 2005, the Group acquired 100% of the share capital of Telecel Zambia, a telecommunications company operating in Zambia. On 1 April 2005, the Group acquired the remaining 40% of Network Solutions, an internet service provider company incorporated in South Africa. On 1 December 2005, the Group acquired 100% of Libertis Telecom, a telecommunications company incorporated in the Republic of the Congo and on 28 September 2005, the Group acquired 44% of Mascom Wireless Botswana (Proprietary) Limited, a telecommunications company operating in Botswana. The acquired businesses contributed revenues of R312 million and net profit of R54 million to the Group for the period.

If the acquisitions had occurred on 1 April 2005, the contribution to Group revenue would have been R708 million, and the contribution to profit after tax would have been R149 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the acquiree to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 April 2005, together with the consequential tax effects.