Wrap Text
MTN Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1994/009584/06
JSE share code: MTN
ISIN: ZAE000042164
("MTN" or "the Company")
Results overview
Annual Results - 2015
SENS Announcement
Audited summary consolidated annual financial results for the year ended 31 December 2015
Highlights
- Group subscribers increased 4,1% to 232,5 million
- Revenue increased 0,1% to R146 353 million
- Data revenue increased 30,2% to R33 874 million
- EBITDA decreased 8,6% to R59 918 million
- EBITDA margin decreased 3,9 percentage points to 40,9%
- HEPS decreased 51,4%** to 746 cents**
- Excluding the impact of the Nigerian regulatory fine provision, hyperinflation, the impact of AIH, MEIH
and the towers, on a like-for-like basis HEPS has declined 14,3%
- Final dividend of 830 cents per share, with total dividend of 1 310 cents per share (5,2% YoY growth)
- Capex increased 15,7% to R29 199 million
- Cash inflow generated from operations decreased 10,9%** to R57 598 million**
- Voice traffic and data traffic increased 14,5% and 108,5% respectively
Note: Certain financial information presented in these results constitutes pro forma financial information. The pro
forma financial information is the responsibility of the Group's board of directors and is presented for illustrative
purposes. Because of its nature, the pro forma financial information may not fairly present MTN's financial position,
changes in equity, results of operations or cash flows. An assurance report has been prepared and issued by our joint
auditors PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc. in respect of the pro forma financial information
included in this announcement that is available at the registered office of the Company.
1. The financial information presented in these results has been prepared excluding the impact of hyperinflation and
relating goodwill impairment, tower profits, and the Nigeria regulatory fine and constitutes pro forma financial
information to the extent not extracted from the segment disclosure included in the audited financial statements for
the year ended 31 December 2015. This pro forma financial information has been presented to eliminate the impact of
hyperinflation and relating goodwill impairment, tower profits, and the Nigeria regulatory fine from the financial
results in order to achieve a comparable analysis year on year. Hyperinflation adjustments and relating goodwill
impairment, tower profits and the Nigeria regulatory fine have been calculated in terms of the Group's accounting
policies disclosed in the consolidated financial statements.
2. Constant currency ('organic') information has been presented to illustrate the impact of changes in currency rates
on the Group's results. In determining the change in constant currency terms, the current financial reporting year's
results have been adjusted to the prior year's average exchange rates determined as the average of the monthly exchange
rates which can be found on www.mtn.com/investors. The measurement has been performed for each of the Group's currencies,
materially being that of the US dollar and Nigerian naira. The organic growth percentage has been calculated by utilising
the constant currency results compared to the prior year results. In addition, in respect of MTN Irancell, MTN Sudan
and MTN Syria, the constant currency information has been prepared excluding the impact of hyperinflation. During the
year the Iranian economy was assessed to no longer be hyperinflationary and hyperinflation accounting was discontinued
effective 1 July 2015.
* Constant currency ('organic') information.
** Reported - includes hyperinflation and relating goodwill impairment, tower profits and the Nigeria regulatory fine.
Overview
MTN Group's 2015 financial results reflect the challenging operating environment the business experienced in the year.
Weak macro-economic conditions, increased market competition, heightened regulatory pressures, notably in Nigeria, and
operational challenges in some of our markets resulted in a lower-than-expected performance.
Reported basic headline earnings per share (HEPS) declined by 51,4%** to 746 cents**. This was largely a result of the
Nigerian regulatory fine provision (R9 287 million), which had a 402 cents negative impact on HEPS. Excluding the
Nigerian regulatory fine provision, HEPS declined 25,3%. In addition, HEPS were negatively impacted by hyperinflation of
54 cents (positive impact of 69 cents in 2014) and losses from our investment in African Internet Holdings (AIH) and Middle
East Internet Holdings (MEIH) 34 cents (versus 7 cents in 2014) and from the tower companies of 39 cents (versus 16 cents in
2014). While these investments are a short-term drag on reported earnings they remain key elements in the long-term
strategy of the Group. Excluding the impact of the Nigerian regulatory fine provision, hyperinflation and the impact of
AIH, MEIH and the towers, on a like-for-like basis HEPS has declined 14,3%.
Notwithstanding the challenging operating environment, MTN continued to benefit from its significant scale and
footprint. The Group's subscriber base increased by 4,1% to 232,5 million, despite the disconnection of 10,4 million
subscribers to ensure compliance with subscriber regulatory registration requirements in Nigeria and Uganda. Nigeria and
Uganda disconnected 6,7 million and 3,7 subscribers respectively. Subscriber growth was achieved through attractive
segmented below-the-line campaigns and an increased focus on the customer experience enabling the Group to maintain its
leadership position in 15 markets.
Group revenue remained flat in the year largely due to a decline in voice revenue in Nigeria and a reduction in
handset revenue in South Africa following the industrial action experienced in the first half of the year which led to
lower distribution of handsets. This was, however, largely offset by an increase in data revenue across the business.
Lower voice tariffs, which declined by 25% across operations in the year (average price per minute, in US dollar
terms) drove a 15% increase in billable minutes. Voice revenue continued to come under pressure as a result of heightened
competition and the related use of multiple SIM cards as well as pressure on consumer spending.
The Group benefited from a 108,5% increase in data traffic and an increased take-up of digital services. Despite a
45% decline in the effective data tariff (in US dollar terms), Group data revenue increased by 30,2% (32,6%*), partly
offsetting a 5,6% (4,5%*) decline in voice revenue. Data revenue, including digital services, contributed 23,1% to total
revenue.
MTN Nigeria's competitiveness in the market was compromised by the suspension of regulatory services in October 2015.
Under this suspension, the Nigerian Communication Commission (NCC) withdrew its approval process for new tariff plans
and promotions until certain tariff plans and promotions linked to the 'dominant operator' ruling were removed from the
market. MTN Nigeria has complied with these requirements and now awaits the NCC's approval of new tariff plans and
promotions submitted. MTN Nigeria continues to engage with the regulator regarding the 'dominant operator' ruling and
suspension of regulatory services to find an amicable resolution. This, combined with the disconnection of subscribers
in the year, negatively impacted MTN Nigeria's results.
MTN South Africa continued to show encouraging service revenue, which excludes handset revenue and other revenue,
growth trends, regaining relevance in the pre-paid segment in the second half of the year. Revenue growth in South Africa
was supported by strong growth in data, benefiting from extensive 3G and LTE network rollout in the year.
The Group earnings before tax, depreciation, amortisation, interest and goodwill impairment losses (EBITDA) margin
declined 3,9 percentage points (pp) to 40,9%. This was negatively impacted by an impairment for obsolete handsets in South
Africa (R592 million) and an interconnect debt provision in Nigeria (R503 million). In addition, 2014 EBITDA was higher
as a result of the Belgacom International Carrier Services (BICS) five-year profit amortisation, which ended in 2014
(R364 million) and a provision raised for Syria related to the build-operate-transfer licence, which was reversed in 2014
(R497 million). The underlying EBITDA margin was impacted by lower revenue growth, higher inflation, costs associated
with the extensive network rollout and the depreciation of local currencies against the US dollar, which made
foreign-denominated payments more costly. Higher lease costs associated with the sale of towers in Nigeria and commissions
associated with new revenue streams also impacted the margin. The Group, however, continued to make good progress during
the year on cost-containment initiatives including decreased advertising and staff costs as well as procurement efficiencies.
Cash inflows generated by operations decreased by 10,9% ** to R57 598 million** mainly as a result of lower EBITDA and
a R5 221 million** increase in working capital.
Capital expenditure (capex) increased by 15,7% to R29 199 million with a key focus on 3G and LTE rollout. South
Africa's capex amounted to R10 948 million, representing 37,5% of total capex. During the year, the Group rolled out
3 116 2G sites, 7 891 co-located 3G sites and 5 241 co-located LTE sites. The Group also rolled out 1 469 km of long
distance fibre and connected a total of 1 164 sites to fibre, enabling better quality data networks across its operations.
Fine imposed by the NCC on MTN Nigeria
On 26 October 2015, MTN announced that the NCC had imposed a N1,040 trillion fine, subsequently reduced to N780
billion (equivalent to approximately US$3,9 billion using the exchange rate prevailing at the time) on MTN Nigeria.
This was related to the late disconnection of approximately 5,1 million subscribers whose registration documents were
considered incomplete.
On 17 December 2015, MTN Nigeria proceeded with legal action in the Federal High Court in Lagos challenging the fine.
On 22 January 2016, the matter was adjourned by the judge to allow parties to find an amicable solution. On 24 February
2016, MTN Nigeria made a without prejudice good faith payment of N50 billion (equivalent to approximately US$250
million) to the Federal Government of Nigeria, on the basis that this will be applied towards a settlement, when one is
eventually hopefully arrived at. In an effort to achieve an amicable settlement, MTN Nigeria, without prejudice, agreed to
withdraw the matter from the Federal High Court.
MTN Nigeria recorded a R9 287 million provision for the fine at the end of the reporting period, negatively impacting
reported EBITDA by 13,6%** and HEPS by 402 cents. Management has applied its judgement in determining the provision in
accordance with IFRS. MTN Nigeria continues engaging with the Nigerian authorities in an attempt to ensure an amicable
resolution in the interest of MTN Nigeria, its stakeholders and the Nigerian authorities.
The fine imposed on MTN Nigeria and the related process continues to receive extensive attention from the Group Board
of Directors (the board) and management and the Group will continue to update shareholders on any material developments.
Until the matter is resolved, MTN shareholders are advised to exercise caution when trading in MTN securities.
Management and structure changes
MTN Nigeria CEO and Regulatory and Corporate Affairs Executive both resigned on 31 December 2015.
In December 2015, the Group announced the implementation of a new operating structure incorporating a Group Chief
Operations Officer (COO) position and Vice Presidents (VPs) for three regions, namely West and Central Africa (WECA),
South and East Africa (SEA) and Middle East and North Africa (MENA). This multi-layer operating structure, effective
1 January 2016, will strengthen governance and operational oversight as well as improve stakeholder engagement to better
position MTN in the rapidly changing industry.
In addition, the Group has revised its compliance structure and is in the process of appointing a Group Regulatory
Executive and regional compliance officers to work with the VPs and the in country regulatory executives. Complying
with regulatory requirements and, in particular, with subscriber registration regulations is a priority. Subscriber
registration is often highly complex given the limited national identity databases and personal documents in many of
the countries in which we operate. However, MTN remains committed to registering subscribers with the use of improved
systems and processes. Ongoing subscriber registration processes are expected to impact net additions in some markets
in the year ahead.
Changes to the Board
Due to the unfortunate circumstances occurring at MTN Nigeria, in the interests of the Company and its shareholders,
the Group President and CEO Sifiso Dabengwa tendered his resignation on 9 November 2015. The Chairman, Phuthuma Nhleko,
was appointed Executive Chairman on an interim basis to facilitate the resolution of the fine imposed and to drive the
process for the appointment of a new Group CEO. The search for a new Group CEO is well under way and we hope to finalise
this process in the second quarter of 2016.
Fani Titi also resigned as an Independent Non-Executive Director of the Board on 31 December 2015 to focus on demanding
fiduciary responsibilities and other commercial interests. He joined MTN Group in July 2012 and also served as a
member of the Remuneration and Human Resources Committee. The Board expresses its appreciation for the valuable
contribution made by Mr Titi over the years.
Prospects
MTN Group continues to work towards achieving its vision of 'leading the delivery of a bold, New Digital World to our
customers.' While 2015 was a difficult year for the Group, impacted as it was by challenges in our two key markets,
we are hopeful that we will see improvements in operating conditions during 2016. The new operating structure, together
with our strong platform, positions us well to take advantage of the next phase of evolution in the mobile telecoms
sector.
We are confident that our operations will continue to benefit from strong growth in data together with our
investment in AIH and MEIH and related activities in the digital space. This will be underpinned by organic growth,
partnerships and acquisitions and will position the Company to become the leading digital player across our markets
over the next few years.
In the near term, we anticipate the resolution of the ongoing suspension of regulatory services which continues to
restrict new tariff plans and promotions for MTN Nigeria. Following the resumption of regulatory services we would
anticipate an improved operational performance in 2016. However, net additions in Q1 2016 are expected to be impacted
by the disconnection of 4,5 million subscribers at the end of February 2016 related to the ongoing subscriber
registration process. MTN Nigeria is working to complete the registration process with these disconnected subscribers
and is also actively engaging the high value subscribers. These disconnections follow a process that was initiated with
the NCC during the last quarter of 2015.
The current economic challenges in Nigeria have resulted in increased pressure on US dollar liquidity and we expect
this situation to remain a challenge in the short to medium term. We are, however, establishing contingency plans to
ensure we can continue with the planned network rollout.
We expect the South African operation to continue the positive trend shown during H2 2015, improving its operational
performance with the support of strong leadership, leveraging an enhanced 3G/LTE device strategy, as well as increased
focus on customer services. The extensive 3G and LTE network rollout in 2015 will also benefit the operation in 2016.
The continued easing of sanctions in Iran and its related economic uplift offers significant opportunities to expand
services, particularly in the digital space where we command a strong market position. We also expect acceleration in
economic growth together with a reduction in inflation and some normalisation in the exchange rate. Although this is a
complex process, MTN is working towards remitting some of its cash of R15 860 million from MTN Irancell during the first
half of 2016.
Improving network quality and capacity in key markets remains a priority. We will continue to close and improve
coverage of 3G, LTE and LTE advanced in Nigeria, South Africa, Ghana and Cameroon. In addition, improved quality and
throughput in homes and fixed locations through the rollout of fibre-to-the-home (FTTH) in South Africa, Nigeria,
Ghana and Iran will be a focus in 2016.
While the Group operates across 22 countries the earnings remain highly concentrated in a few markets with the
associated volatility and risks as evident over the past few years. To this end management will continue to explore
opportunities to address this over the medium term.
Dividends
The Group has declared a second half dividend of 830 cents, which will bring the total dividend for FY2015 to
1 310 cents. This represents a YoY growth of 5,2%. During FY2016 the Company anticipates declaring a minimum dividend
of 700 cents which takes into consideration the uncertainty regarding the regulatory fine imposed by the NCC and the
dollar liquidity situation in Nigeria. We have adopted a cautious approach to the dividend outlook for FY2016, taking
into account the interests of shareholders and lenders and the importance of maintaining an investment grade credit
rating. This minimum dividends remain subject to the outcome of the regulatory fine imposed by the NCC and is at the
discretion of the Board. Should the operating conditions improve, we will look to declare a higher dividend than advised.
Net subscriber additions and capex 2016 guidance
Net subscriber additions
Guidance 2016
Actual
2016 2015
('000) ('000)
Net subscriber additions
South Africa 1 100 2 595
Nigeria 4 000 1 359
Iran 1 100 2 201
Large opco cluster 4 050 408
Ghana 800 2 403
Syria 50 111
Cameroon 1 000 (480)
Uganda 2 000 (1 467)
Ivory Coast 75 330
Sudan 125 (489)
Small opco cluster 2 250 2 435
Total 12 500 8 998
Capex
Authorised December December
2016 2015 2014
(Rm) (Rm) (Rm)
South Africa 7 970 10 948 5 676
Nigeria 11 130 4 993 8 375
Large opco cluster 6 055 7 319 5 863
Ghana 901 1 831 1 400
Syria(1) 1 543 974 357
Cameroon 1 157 1 911 862
Uganda 807 951 667
Cote d'Ivoire 815 833 1 185
Sudan(1) 832 819 1 392
Small opco cluster 3 881 4 368 3 888
Head office companies
and eliminations 1 778 1 571 1 440
Total 30 814 29 199 25 242
Hyperinflation - 412 164
Total reported 30 814 29 611 25 406
Iran (49%)(1) 3 518 4 180 3 112
(1) Excluding hyperinflation
To lead the delivery of a bold, new Digital World to our customers
In the year, the Group continued to shape its business to drive growth in non-voice revenue in a rapidly changing
telecommunications landscape. Centralising and streamlining processes and systems, outsourcing non-core functions
and creating agility to remain competitive were key focus areas in the year.
GROUP CONSUMER
The Group Consumer division established in 2015 continued to transform operations towards creating a distinct customer
experience. The focus for the year was on embedding the use of customer analytics to offer segmented below-the-line
campaigns and engage with customers more effectively. Other areas of focus were the close monitoring of net promoter
scores and ensuring the agility of systems for speedy go-to-market campaigns.
GROUP DIGITAL SERVICES
Group Digital Services continued to expand its offerings across Africa and the Middle East, leveraging MTN's core
competencies of a strong brand, knowledge of and access to customers, scale and distribution. Key focus areas during the
year were e-commerce, digital media and mobile financial services. MTN recorded strong growth in digital services revenue,
supported by lifestyle services. MTN is now the largest distributor of music in Africa and has more than 800 companies
providing 5 500 content services under the lifestyle offering.
MTN Mobile Money customers increased by 56,3% to 34,7 million across 15 countries. In the year, the focus was on the
migration of the MTN Mobile Money platform to a more agile platform enabling converged campaigns and incentives,
establishing dedicated functions across operations and providing niche services where MTN has a competitive advantage.
MTN Mobile Money revenue increased by 55,8% and it now accounts for 16,8% of Uganda's total revenue and 6,0% and 6,2% of
each of Ghana and Rwanda's total revenues respectively.
In 2015, we continued to leverage our investments in AIH and MEIH, our e-commerce joint ventures. AIH and MEIH offer
a range of internet services including e-commerce retailing, as well as market place, taxi, travel, classified and food
delivery services. AIH has 10 company verticals in over 23 countries in Africa that are market leaders and recorded
approximately 2,3 million customers and 4,4 million transactions in the year. Jumia is now the #1 online shopping mall in
12 markets in Africa while Lamudi is the #1 real estate classified in 21 countries across Africa. In addition, MEIH has
seven company verticals including Wadi, an online shopping retailer delivering a premium online shopping experience in the
Middle East.
ENTERPRISE BUSINESS UNIT (EBU)
In the year, our EBU continued to align operations to become the ICT partner of choice for corporate, SME, public
sector, financial services, manufacturing and logistics customers.
Revenue growth across operations was ahead of expectations, attributable to a number of key corporate wins and the
expansion of our product and service offerings to customers. During the year, we launched MTN Pan African Internet of
Things platform; MTN Business Cloud, a hybrid platform using Windows Azure Pack; the continued rollout of MTN Global MPLS
(multiple protocol label switching), bringing the MTN Global MPLS footprint to 25 points of presence in Africa and various
smaller key initiatives. Several partnerships secured in the year will enable EBU to further diversify its offerings
in the market.
A key priority is to make customers aware of EBU's offerings and address some challenges experienced by our Internet
Service Provider businesses in Kenya, Botswana and Namibia. EBU has embarked on a market brand refresh initiative, which
is expected to be completed in the first half of 2016.
Financial review
Revenue
Group revenue remained flat at R146 353 million. Movements in average exchange rates had a limited impact on reported
revenue. Whilst the rand weakened 12,9% against the US dollar it strengthened 2,4% against the Nigerian naira, 11,1%
against the Ghanaian cedi, 2,4% against the Central African franc, 5,6% against the Ugandan shilling and 40,2% against
the Syrian pound.
Revenue increased 1,4%*. This lower-than-expected revenue growth was mainly the result of a 2,1%* decline in Nigeria's
revenue and a 2,9% increase in South Africa's revenue supported by increased service revenue, which excludes handset
revenue and other revenue, partly offset by a reduction in handset revenue. Service revenue, which excludes handset
revenue and other revenue, in the South African operation increased 7,5% in the year.
The large opco cluster's revenue remained relatively flat on a reported basis and increased 5,5%*, supported by strong
growth in Ghana and Sudan. This was, however, offset by a reduction in revenue in Cameroon and slower growth in Ivory
Coast and Uganda.
The small opco cluster's revenue grew by 4,0% on a reported basis and 1,6%*, largely supported by healthy growth
in Benin and Zambia, Bissau, Congo Brazzaville and South Sudan.
Costs
Group operating costs increased by 7,2% (8,1%*). This was largely the result of a 15,1% (15,7%*) increase in
direct network operating costs linked to network expansion, higher rent and utilities costs and foreign-denominated
expenses. An increase of 7,2% (7,9%*) in selling, distribution and marketing costs also contributed to the
increase mostly related to digital revenue share commissions paid.
EBITDA
Reported EBITDA decreased 19,2%** to R59 125 million**. This was negatively impacted by the provision of the Nigeria
regulatory fine (R9 287 million) and positively impacted by the profit from the sale of towers (R8 263 million) and an
adjustment for hyperinflation (R231 million) in Iran, Syria and Sudan.
Excluding these impacts, EBITDA declined 8,6% (6,9%*) to R59 918 million. This includes the impairment for handsets in
South Africa (R592 million) and the interconnect debt provision in Nigeria (R503 million). In addition, 2014 EBITDA was
higher as a result of the BICS (Belgacom International Carrier Services) five-year profit amortisation, which ended in
2014 (R364 million) and a provision made relating to the build-operate-transfer licence in Syria, which was reversed in
2014 (R497 million).
Excluding these impacts, EBITDA reduced by 5,6% to R61 013 million from R64 659 million. Underlying EBITDA was impacted
by a decline in Nigeria's EBITDA, as a result of a reduction in revenue, higher leasing costs and increased expenses
denominated in foreign currencies. This was partly offset by an increase in South Africa's EBITDA supported by
well-managed costs and fewer handsets sold in the year. The large opco cluster's EBITDA decreased by 4,3% (0,9%*)
impacted by a 20,7% (19,0%*) decrease in EBITDA in Cameroon, 11,3% (8,8%*) in Ivory Coast, 14,4% (9,3%*) in Uganda
and 29,3% (2,0%*) in Syria.
The Group recorded a 3,9 pp decline in its EBITDA margin to 40,9%, impacted by lower EBITDA margins in Nigeria and in
the large and small opco clusters. Head office EBITDA had a 1,0 pp negative impact on Group EBITDA as a result of
increased professional fees, the end of the BICS profit amortisation in 2014 and the reversal of a provision made
relating to the build-operate-transfer licence in Syria in 2014.
Depreciation and amortisation
Depreciation increased by 5,6% (5,8%*) to R19 146 million as a result of higher capex in South Africa and Syria.
Amortisation costs increased by 13,7% (16,3%*) to R3 674 million, driven by higher software spend in previous years.
Net finance costs
Net finance costs of R3 005 million were lower than the R3 606 million recorded in the prior year. The decrease was
mainly attributed to a 36,6% decrease in net interest paid to R1 596 million as a result of higher interest income
on cash and investments in Nigeria. Unfavourable exchange rate movements resulted in net foreign exchange losses
of R1 409 million (2014: R1 091 million). These included:
- Forex losses in Nigeria of R712 million incurred on US dollar borrowings and trade payables;
- Forex losses of R434 million in South Sudan as a result of the depreciation of the South Sudanese pound by 509%
against the US dollar;
- Forex losses of R303 million in Zambia as a result of the depreciation of the Zambian kwacha by 72%; partially
offset by;
- Forex gains of R348 million in Mauritius as a result of net US dollar-denominated intercompany receivables.
Taxation
The Group's reported effective tax rate increased to 32,4%** from 26,2%** in the previous year. This was impacted by
hyperinflation, tower transaction proceeds and the provision for the Nigeria regulatory fine.
Excluding this impact, the Group's taxation charge decreased by 13,4% (13,4%*) to R11 938 million and the effective
tax rate for the year increased 1,5 pp to 32,6% mainly as a result of lower profit before tax due to the decrease in
equity income from joint ventures and associates and a higher prior year overprovision of the current tax liability
due to a change in the handset revenue treatment in South Africa. A prior year adjustment in respect of the revaluation
of the deferred tax asset in MTN Cameroon arising from the change in the corporate tax rate to 33% from 38,5% and a
higher effective withholding tax rate also contributed to the higher effective tax rate.
Earnings
Reported basic HEPS decreased 51,4%** to 746 cents** largely impacted by the Nigeria regulatory fine provision
recorded in the year (402 cents), hyperinflation (54 cents), and losses incurred on the Group's investments in AIH
and MEIH (34 cents) and tower companies (39 cents). Attributable earnings per share (EPS) declined 36,7%** to
1 109 cents**.
Cash flow
Cash inflows generated from operations decreased by 10,9%** to R57 598 million** mainly as a result of the decline in
EBITDA and the increase in working capital. Dividends paid to ordinary and non-controlling shareholders also impacted
cash flow, increasing by 18,0%** in the year.
Capital expenditure
Capex increased 16,6%** to R29 611 million**, of which R136 million was related to foreign currency movements.
Financial position
Net debt increased to R31 635 million** compared to net debt of R4 543 million** in the prior year. This was
largely due to:
- Dividends of R3 176 million** paid to minority shareholders related to the Nigeria tower transaction;
- An increase in the dividends paid to MTN Group shareholders of R23 506 million**;
- An increase in capital expenditure in South Africa;
- The acquisition of 4G/LTE licence and digital TV spectrum (700MHz) and the purchase of Visafone in Nigeria
(R6 784 million**);
- The conversion of the 'Build operate transfer' arrangement to a full licence in Syria paid in 2015 (R1 591
million**);
- The renewal of licences in Cameroon (R1 515 million**) and Ivory Coast (R2 446 million**);
- A R5 221 million** increase in working capital;
- A capital call from AIH (R1 542 million**); and
- Lower cash generated from operations.
Operational review
South Africa
- Subscribers increased by 9,3% to 30,6 million
- Revenue increased by 2,9%
- Service revenue, which excludes handset revenue and other revenue, increased by 7,5%
- Data revenue increased by 37,2%
- EBITDA margin increased by 1,3 pp to 33,4%
MTN South Africa delivered encouraging results despite operational challenges including industrial action in the first
half of the year. A strong focus on customer experience, competitive offerings, aggressive network rollout and employee
engagement resulted in a successful turnaround in the second half of the year. The operation increased its subscriber
base by 9,3% to surpass 30 million customers.
The pre-paid segment increased by 12,3% to 25,3 million subscribers for the year, attributable to attractive voice and
data offerings. The post-paid subscriber base decreased by 3,3% to 5,2 million as a result of the low availability of
handsets, which normalised in the fourth quarter of the year.
Total revenue increased by 2,9%, driven mainly by healthy growth in data revenue. This was, however, offset by a 18,0%
reduction in handset revenue and a 2,4% decrease in outgoing voice revenue. Service revenue, which excludes handset
revenue and other revenue, increased 7,5%. Data revenue increased by 37,2% and contributed 31,7% to total revenue.
This was supported by strong 3G and LTE network rollout as well as increased 3G and LTE device penetration. The number
of smartphones on the network increased by 10,6% to 7,6 million.
EBU and digital services revenue showed positive trends with more services offered to EBU customers and content
downloads gaining traction. The market in South Africa, however, remains highly competitive in this area.
The EBITDA margin expanded by 1,3 pp to 33,4% benefiting from cost-containment initiatives including lower staff and
advertising costs and lower handset sales. However, the increased expansion of the network resulted in higher rent and
utilities and transmission costs.
Capex for the period was R10 948 million, 92,9% higher than the previous year. In the year, the operation added
966 2G, 1 593 co-located 3G and 3 148 co-located LTE sites expanding 3G and LTE coverage and ensuring improved quality
and capacity. Improving quality of service remains a priority, however, the rollout process did cause some network
disruptions.
The operation continues to actively engage with the authorities regarding the planned auction of 2,6GHz and 3,5GHz
spectrum frequency needed to further expand and enhance our LTE network. As a short-term solution, the operation has
re-farmed existing spectrum to cater for LTE technology.
Nigeria
- Subscribers increased by 2,3% to 61,3 million
- Revenue declined by 2,1%*
- Data revenue increased by 18,8%*
- EBITDA margin decreased by 5,6 pp to 53,0% (excluding tower profit)
MTN Nigeria experienced a challenging year with heightened regulatory pressure severely impacting performance. In
particular, the suspension of regulatory services and the subscriber registration requirements, which led to the
disconnection of 6,7 million subscribers. MTN Nigeria is working to complete the registration process with these
disconnected subscribers and actively engaging the high value subscribers. Weak economic conditions and the limited
availability of US dollars also contributed to a lower-than-expected performance.
While the operation reported a 2,3% increase in subscribers to 61,3 million, its market share reduced to 44,7% from
49,0% reported in the previous year. This was largely a result of the ongoing withdrawal of regulatory services
restricting MTN Nigeria from introducing new tariff plans and promotions in the market and the disconnection of
subscribers.
Total revenue reduced by 2,1%*. This was mainly due to the absence of new competitive offerings and
multiple SIM card usage resulting in a decline in outgoing voice revenue. Data revenue increased by 18,8%* and
contributed 19,5% to total revenue. While data revenue growth was supported by a 60,7% increase in smartphones and
higher digital services revenue, it was negatively impacted by regulatory requirements, which obliged the operation to
seek permission from the customer before charging out-of-bundle rates. Slow data speeds and lower effective data tariffs
also had a negative impact.
Digital revenue showed positive growth supported by the continued success of digital music and mobile financial services.
MTN Nigeria's EBU was, however, negatively impacted by the constrained economy as a result of low international oil prices.
MTN Nigeria's Mobile Money offering, Diamond Yellow, continued to gain traction with approximately 6,2 million
accounts registered at the end of December 2015. The focus in the year was on partnering additional banks and other
financial services companies as well as the expansion of an agent network.
The EBITDA margin declined by 5,6 pp to 53,0%. This was largely due to increased build-to-suit towers, higher lease
costs from the sale of towers, the impact of a weaker naira on US dollar expenditure relating to managed services and
network rollout costs, digital services revenue share, an increase in debt provisions and in marketing spend. The transfer
of the final tranche of 4 696 towers to the tower company was completed on 1 July 2015.
During the year, 597 new 2G sites and 1 856 co-located 3G sites were added. Capex declined by 40,4% to R4 993 million,
impacted by the tower transaction as well as increased use of build-to-suit towers. Notwithstanding this, the rollout
of capex was below budget. Improving quality and data speeds of the network in some parts of the country remains a
priority. MTN Nigeria is engaging with suppliers to resolve challenges experienced and is expected to ramp-up its rollout
by the end of the second quarter of 2016.
On 3 November 2015, the regulator approved the renewal of MTN Nigeria's operating spectrum in the 900MHz and 1 800MHz
frequency bands to 31 August 2021. In addition, on 31 December 2015, MTN Nigeria concluded the acquisition of Visafone
Communications Ltd. This combined with the acquisition of a 4G/LTE licence and digital TV spectrum will provide the
operation with access to sufficient spectrum to rollout LTE services.
Iran (joint venture, equity accounted)
- Subscribers increased 5,0% to 46,1 million
- Revenue increased 11,6%*
- Data revenue increased 90,2%*
- EBITDA margin decreased 1,3 pp to 41,5%
MTN Irancell delivered a strong performance despite the impact of a slow economy and sanctions. Subscribers increased
by 5,0% to 46,1 million in a highly penetrated market. This was supported by the continued adoption of 3G and LTE
services by the youth segment.
Total revenue increased by 11,6%* driven by higher data revenue. Data revenue increased by 90,2%* despite a steep fall
in data prices, to contribute 30,2% to total revenue. This offset a 4,0%* decline in outgoing voice revenue as a result
of aggressive competition in the market and data substitution. Data revenue was supported by a strong 3G and LTE
network as well as a 52,7% increase in the number of smartphones on the network to 26,4 million, representing more than
half of the subscriber base.
In the year, MTN Irancell launched its EBU ahead of the easing of sanctions in the country to provide dedicated ICT
and business-to-business (B2B) services to business customers.
MTN Irancell's EBITDA margin decreased by 1,3 pp to 41,5% as a result of an increase in regulatory fees and
transmission costs associated with 3G and LTE network rollout.
Capex for the year amounted to R8 531 million (100%) with a focus on network modernisation and the continued expansion
of the 3G and LTE networks. In the year, the operation rolled out 432 2G sites, 2 443 co-located 3G sites and 1 266
co-located LTE sites. The renewal of the operation's WiMax licence to TDD-LTE at the end of 2015 will support a nationwide
expansion of fixed LTE services in the year ahead.
Large opco cluster
- Subscribers increased by 0,7% to 57,1 million
- Revenue increased by 5,5%*
- Data revenue increased by 47,7%*
- EBITDA decreased by 0,9%*
MTN Ghana delivered a solid performance despite a challenging economic environment. The operation increased its
subscriber base by 17,3% to 16,2 million, largely attributable to attractive voice and data offers aimed at subscriber
acquisition and churn management as well as digital and mobile financial services offerings.
Total revenue increased by 15,9%* supported by a 85,2%* growth in data revenue which contributed 30,6% to total
revenue. This was due to appealing data bundle packages, an improved device strategy and an increased focus on 3G quality
and coverage. The number of smartphones on the network increased by 40,8% to 3,2 million in the year.
Mobile financial services showed healthy growth. MTN Mobile Money customers increased by 68,1% to 5,7 million.
The EBITDA margin increased 3,1 pp to 40,5% despite an increase in US dollar-denominated expenses associated with the
sharp depreciation of the cedi against the US dollar. The increase in margin was mainly due to well-maintained costs and
no management fees paid to the Group in the year.
MTN Ghana invested R1 831 million in the network, adding 73 2G and 233 co-located 3G sites in the year. In December
the operation won a 4G/LTE licence in the 800MHz spectrum band enabling MTN Ghana to improve the quality and capacity of
its data network.
MTN Cameroon's performance was below expectations largely due to aggressive competition and a limited 3G network.
Subscriber numbers declined by 5,0% to 9,2 million, resulting in a decline in market share from 59,4% to 56,2%.
Total revenue declined by 4,6%* mainly due to a 12,5%* decrease in outgoing voice revenue. This was a result of lower
effective tariffs and network challenges in the first half of the year. Following corrective measures, network quality
showed improvements and stabilised revenue performance in the fourth quarter. Data revenue increased by 65,7%* and
contributed 14,2% to total revenue. This was supported by attractive data promotions, growth in digital services and MTN
Mobile Money. MTN Mobile Money subscribers increased 23,8% to 2,0 million in the year.
MTN Cameroon's EBITDA margin decreased by 6,6 pp to 36,2% as a result of an increase in rent and utilities as well as
maintenance and transmission costs associated with strengthening the 3G and 4G network.
Capex increased by 122,7%* to R1 911 million as a result of a focused 3G and 4G network rollout. During the year, the
operation rolled out 162 2G and 609 largely co-located 3G sites. The renewal of the operation's licence in the year
allowed for a significant increase in the capacity of the network and enhanced data traffic speed.
MTN Ivory Coast increased its subscriber base by 4,1% to 8,3 million in a competitive market. This was supported by
segmented offerings and bonus bundle promotions.
Total revenue increased by 2,2%* supported by encouraging growth in data revenue. Data revenue increased by 41,5%* to
contribute 15,6% to total revenue. The increased uptake of digital services, MTN Mobile Money offerings and an
aggressive rollout of 3G sites contributed to data growth. MTN Mobile Money subscribers increased 12,8% to 2,9 million.
The focus going forward is on the expansion of distribution channels and the introduction of new products.
The operation's EBITDA margin declined by 4,4 pp to 34,2%. This was a result of high maintenance costs and an increase
in rent and utilities associated with network rollout.
MTN Ivory Coast spent R833 million on its capex programme and rolled out 132 2G and 339 co-located 3G sites during the
period.
MTN Uganda's subscriber base declined by 14,1% to 8,9 million, impacted by the disconnection of 3,7 million
subscribers in the fourth quarter who did not fully comply with regulatory subscriber registration requirements.
Total revenue increased by 2,8%*, supported by a 17,4%* increase in data revenue that contributed 28,3% to total
revenue. This was attributable to the launch of LTE services in the year, an increase in 3G and LTE devices and the
continued success of MTN Mobile Money. Voice revenue continued to be impacted by high excise duties and the One Network
Area initiative implemented in the region. Outgoing voice revenue decreased by 2,1%* mainly due to lower effective voice
tariffs. Outgoing voice revenue, excluding roaming, decreased by 0,7%*.
MTN Mobile Money recorded a 30,2% increase in registered subscribers to 9,5 million.
The EBITDA margin decreased by 4,7 pp to 34,5%, negatively impacted by US-dollar denominated expenses.
Capex in the year amounted to R951 million with 161 new 2G sites and 100 co-located 3G sites rolled out, improving
quality and capacity on the network.
MTN Syria increased its subscriber base by 1,9% to 5,9 million. Despite deteriorating conditions in the country,
the operation increased total revenue by 4,7%* mainly as a result of strong data revenue growth. Data revenue increased
by 22,8%* and contributed 27,7% of total revenue. The EBITDA margin declined by 1,2 pp to 17,7%. Capex amounted to
R974 million in the year.
MTN Sudan showed good progress despite a 5,5% decline in subscribers to 8,5 million due to subscriber registration
requirements. Total revenue increased by 14,8%*, supported by a 59,8%* increase in data revenue that contributed 21,9% to
total revenue. The EBITDA margin improved 1,2 pp to 35,0% despite a high inflation environment. Capex in the year
amounted to R819 million.
Small opco cluster
- Subscribers increased by 7,3% to 37,4 million
- Revenue increased by 1,6%*
- Data revenue increased by 34,1%*
- EBITDA decreased by 8,0%*
The small opco cluster increased its subscriber base by 7,3% to 37,4 million. Benin, Congo Brazzaville, Guinea Bissau
and South Sudan showed healthy double-digit subscriber growth. Despite weak economic conditions, revenue increased
1,6%* supported by positive growth in Benin, Congo Brazzaville, Zambia, Guinea Bissau and South Sudan. Difficult operating
conditions in Yemen, Afghanistan, Liberia and Guinea Conakry resulted in a decline in revenue. Data revenue increased
34,1%* and continued to be impacted by slow 3G/LTE penetration. EBITDA decreased 8,0%* mainly due to high inflation and
unfavourable currency movements impacting foreign-denominated expenses.
Annexure
ZAR (million)
(2) Nigeria Actual
Actual (1) Tower regulatory 2015
2015 Hyper-inflation profit fine adjusted
Revenue 147 063 710 - - 146 353
Other income 8 409 1 8 263 - 145
EBITDA 59 125 231 8 263 (9 287) 59 918
Depreciation, amortisation and
impairment of goodwill 23 797 473 - - 23 324
Profit from operations 35 328 (242) 8 263 (9 287) 36 594
Net finance cost 3 010 5 - - 3 005
Share of results of joint ventures
and associates after tax 1 226 (1 768) - - 2 994
Monetary gain/(loss) 1 348 1 348 - - -
Profit before tax 34 892 (667) 8 263 (9 287) 36 583
Income tax expense 11 322 91 (707) - 11 938
Profit after tax 23 570 (758) 8 970 (9 287) 24 645
Non-controlling interests 3 366 231 1 854 (1 966) 3 247
Attributable profit 20 204 (989) 7 116 (7 321) 21 398
EBITDA margin 40,2% 40,9%
Effective tax rate 32,4% 32,6%
(2)
Actual
Actual (1) Tower 2014
2014 Hyperinflation profit adjusted
Revenue 146 930 776 - 146 154
Other income 7 928 - 7 430 498
EBITDA 73 191 241 7 430 65 520
Depreciation, amortisation and
impairment of goodwill 23 546 2 191 - 21 355
Profit from operations 49 645 (1 950) 7 430 44 165
Net finance cost 3 668 62 - 3 606
Share of results of joint ventures
and associates after tax 4 208 529 - 3 679
Monetary gain/(loss) 878 878 - -
Profit before tax 51 063 (605) 7 430 44 238
Income tax expense 13 361 7 (426) 13 780
Profit after tax 37 702 (612) 7 856 30 458
Non-controlling interests 5 623 161 1 586 3 876
Attributable profit 32 079 (773) 6 270 26 582
EBITDA margin 49,8% 44,8%
Effective tax rate 26,2% 31,1%
(1) Represents the exclusion of the impact of hyperinflation and relating goodwill impairment of certain
of the Group's subsidiaries (MTN Sudan and MTN Syria) and the Group's joint venture in Iran, being
accounted for on a hyperinflationary basis in accordance with IFRS on the respective financial statement
line items affected. During 2015, the Iranian economy was assessed to no longer be hyperinflationary and
hyperinflation accounting was discontinued effective 1 July 2015.
(2) Represents the exclusion of the financial impact relating to the sale of tower assets during the financial
year on the respective financial line items impacted, which include: Nigeria R8 233 million (including
R19 million loss on contingent consideration receivable and R12 million loss on exchange right) and Ghana
release of deferred gain of R30 million (2014: Nigeria R7 329 million, Zambia R48 million, Rwanda R2 million,
Ghana R20 million and release of deferred gain of R31 million).
As the Group will continue in its strategy to monetise its passive infrastructure, similar tower sale transactions
may continue going forward. In addition, the impact of hyperinflation on the Group's results will continue for as
long as Syria and Sudan are considered to be hyperinflationary economies.
Share of results of joint ventures and associates after tax
2015 2014 %
(Rm) (Rm) change
Iran 1 903 4 113 (54)
- Operational 3 671 3 584 2
- Hyperinflation (1 768) 529 NM
Swaziland 95 97 (2)
Botswana 345 250 38
Digital Group (623) (124) NM
Tower companies (710) (286) NM
BICS 216 158 37
Share of results of joint ventures and associates
after tax 1 226 4 208 (71)
Declaration of final ordinary dividend
Notice is hereby given that a gross year-end dividend of 830 cents per share for the period to 31 December 2015 has
been declared payable to MTN shareholders. The number of ordinary shares in issue at the date of this declaration is
1 844 049 073 (including 10 400 061 treasury shares).
The dividend will be subject to a maximum local dividend tax rate of 15% which will result in a net dividend of 705,50
cents per share to those shareholders who bear the maximum rate of dividend withholding tax of 124,50 cents per share.
The net dividend per share for the respective categories of shareholders for the different dividend tax rates is as
follows:
0% 830,00 cents per share
5% 788,50 cents per share
7,5% 767,75 cents per share
10% 747,00 cents per share
12,5% 726,25 cents per share
15% 705,50 cents per share
These different dividend tax rates are a result of the application of tax rates in various double taxation agreements
as well as exemptions from dividend tax.
MTN Group Limited's tax reference number is 9692/942/71/8. In compliance with the requirements of Strate, the
electronic settlement and custody system used by the JSE Limited, the salient dates relating to the payment of the
dividend are as follows:
Last day to trade cum dividend on the JSE Wednesday, 23 March 2016
First trading day ex dividend on the JSE Thursday, 24 March 2016
Record date Friday, 1 April 2016
Payment date Monday, 4 April 2016
No share certificates may be dematerialised or re-materialised between Thursday, 24 March 2016 and Friday, 1 April
2016, both days inclusive. On Monday, 4 April 2016, the dividend will be transferred electronically 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 Monday, 4 April 2016 will be posted on or about that
date. Shareholders who hold dematerialised shares will have their accounts held by the Central Securities Depository
Participant or broker credited on Monday, 4 April 2016.
Any forward looking information contained in this announcement has not been audited or reviewed and reported on by the
Company's external auditors.
For and on behalf of the Board
PF Nhleko
Executive Chairman
Fairland
3 March 2016
Provisional audited summary consolidated financial statements in accordance with international financial reporting
standards (IFRS) for the year ended 31 December 2015
The Group's provisional audited summary consolidated financial statements have been independently audited by the
Group's external auditors. The preparation of the summary consolidated financial statements was supervised by the
Group chief financial officer, BD Goschen, BCom, BCompt (Hons), CA(SA).
The results were made available on 3 March 2016.
A copy of the auditor's report on the summary consolidated financial statements and of the auditor's report on the
annual consolidated financial statements are available for inspection at the company's registered office, together
with the financial statements identified in the respective auditor's reports.
These summary consolidated financial statements for the year ended 31 December 2015 have been audited by
PricewaterhouseCoopers Inc., who expressed an unmodified opinion thereon. The auditor also expressed an unmodified
opinion on the annual financial statements from which these summary consolidated financial statements were derived.
The auditor's reports contained emphasis of matter paragraphs which drew attention to the circumstances, uncertainty
and current status of the regulatory fine imposed by the Nigerian Communications Commission (NCC) against MTN Nigeria
Communications Limited. Disclosure regarding the matter that was emphasised by the auditor is contained in note 8
to the summary consolidated financial statements.
Summary consolidated income statement
for the year ended 31 December 2015
Note 2015 2014(1)
Rm Rm
Revenue 147 063 146 930
Other income 8 409 7 928
Direct network and technology operating costs (18 809) (16 354)
Costs of handsets and other accessories (10 829) (10 314)
Interconnect and roaming (13 102) (13 653)
Staff costs (8 587) (8 838)
Selling, distribution and marketing expenses (18 412) (17 174)
Government and regulatory costs (5 888) (5 734)
Other operating expenses (11 433) (9 600)
EBITDA before Nigeria regulatory fine 68 412 73 191
Nigeria regulatory fine 8 (9 287) -
EBITDA 59 125 73 191
Depreciation of property, plant and equipment (19 557) (18 262)
Amortisation of intangible assets (3 736) (3 251)
Impairment of goodwill (504) (2 033)
Operating profit 35 328 49 645
Net finance costs (3 010) (3 668)
Net monetary gain 1 348 878
Share of results of associates and joint ventures after tax 9 1 226 4 208
Profit before tax 34 892 51 063
Income tax expense (11 322) (13 361)
Profit after tax 23 570 37 702
Attributable to:
Equity holders of the Company 20 204 32 079
Non-controlling interests 3 366 5 623
23 570 37 702
Basic earnings per share (cents) 7 1 109 1 752
Diluted earnings per share (cents) 7 1 106 1 742
(1) Restated, refer note 18.
Summary consolidated statement of comprehensive income
for the year ended 31 December 2015
2015 2014
Rm Rm
Profit after tax 23 570 37 702
Other comprehensive income after tax:
Exchange differences on translating foreign operations
including the effect of hyperinflation(1) 22 203 2 968
Equity holders of the Company 21 033 2 960
Non-controlling interests 1 170 8
Total comprehensive income 45 773 40 670
Attributable to:
Equity holders of the Company 41 237 35 039
Non-controlling interests 4 536 5 631
45 773 40 670
(1) This component of other comprehensive income does not attract any tax and may subsequently be
reclassified to profit or loss.
Summary consolidated statement of financial position
as at 31 December 2015
Note 31 December 31 December
2015 2014
Rm Rm
Non-current assets 218 435 163 218
Property, plant and equipment(1) 106 702 87 546
Intangible assets and goodwill(1) 55 887 36 618
Investment in associates and joint ventures(2) 35 552 25 514
Deferred tax and other non-current assets 20 294 13 540
Current assets 95 432 90 467
Non-current assets held for sale 16 10 3 848
95 422 86 619
Other current assets 15 940 9 810
Trade and other receivables 43 570 32 818
Restricted cash 1 735 893
Cash and cash equivalents 34 177 43 098
Total assets 313 867 253 685
Total equity 151 838 133 442
Attributable to equity holders of the Company 146 369 128 517
Non-controlling interests 5 469 4 925
Non-current liabilities 72 510 52 613
Interest-bearing liabilities 13 52 661 39 470
Deferred tax and other non-current liabilities 19 849 13 143
Current liabilities 89 519 67 630
Interest-bearing liabilities 13 22 510 13 809
Trade and other payables 40 484 33 234
Other current liabilities 26 525 20 587
Total equity and liabilities 313 867 253 685
(1) The increase in property, plant and equipment and intangible assets was mainly due to capital
expenditure for the year amounting to R29 611 million.
(2) The increase in investment in joint ventures and associates was mainly due to the Group recognising an
additional equity interest in Nigeria Tower Interco B.V. (note 16).
The devaluation of the rand, which is the presentation currency of the Group, against the functional
currencies of the Group's largest operations contributed significantly to the increase in assets and
liabilities which are translated into the Group's presentation currency at closing rates at the end
of the reporting period.
Summary consolidated statement of changes in equity
2015 2014
Rm Rm
Opening balance at 1 January 128 517 116 479
Total comprehensive income 41 237 35 039
Profit after tax 20 204 32 079
Other comprehensive income after tax 21 033 2 960
Transactions with owners of the Company
Shares issued - 3
Shares cancelled (#) (#)
Decrease in treasury shares 69 -
Share buy-back - (2 422)
Share-based payment transactions 532 110
Settlement of vested equity rights (288) (209)
Dividends declared (23 506) (20 527)
Other movements (192) 44
Attributable to equity holders of the Company 146 369 128 517
Non-controlling interests 5 469 4 925
Closing balance at 31 December 151 838 133 442
Dividends declared during the year (cents per share) 1 280 1 110
Dividends declared after year end (cents per share) 830 800
(#) Amount less than R1 million.
Summary consolidated statement of cash flows
2015 2014(1)
Rm Rm
Net cash generated from operating activities 13 122 27 132
Cash generated from operations 57 598 64 628
Dividends paid to equity holders of the Company (23 506) (20 527)
Dividends paid to non-controlling interests (5 777) (4 289)
Dividends received from associates and joint ventures 577 508
Other operating activities (15 770) (13 188)
Net cash used in investing activities (34 290) (25 991)
Acquisition of property, plant and equipment (21 612) (19 562)
Acquisition of intangible assets (10 412) (3 282)
Movement in investments and other investing activities (2 266) (3 147)
Net cash from financing activities 8 101 2 639
Proceeds from borrowings 23 384 30 603
Repayment of borrowings (14 802) (25 620)
Other financing activities (481) (2 344)
Net (decrease)/increase in cash and cash equivalents (13 067) 3 780
Cash and cash equivalents at beginning of the year 43 072 39 577
Exchange gains/(losses) on cash and cash equivalents 3 860 (182)
Net monetary gain/(loss) on cash and cash equivalents 274 (103)
Net cash and cash equivalents at end of the year 34 139 43 072
(1) Restated, refer note 18.
Notes to the summary consolidated financial statements for the year ended 31 December 2015
1. Independent audit
The summary consolidated financial statements have been derived from the audited consolidated
financial statements. The directors of the Company take full responsibility for the preparation
of the summary consolidated financial statements and that the financial information has been
correctly derived and are consistent in all material respects with the underlying audited consolidated
financial statements. The summary consolidated financial statements for the year ended 31 December 2015
have been audited by our joint auditors PricewaterhouseCoopers Inc. and SizweNtsalubaGobodo Inc., who
expressed an unmodified opinion thereon. The auditors also expressed an unmodified opinion on the
consolidated financial statements from which these summary consolidated financial statements were
derived. The auditors' reports contained emphasis of matter paragraphs which drew attention to the
circumstances, uncertainty and current status of the regulatory fine imposed by the NCC against MTN
Nigeria Communications Limited. Disclosure regarding the matter that was emphasised by the auditors
is contained in note 8 to the summary consolidated financial statements. A copy of the auditors' report
on the consolidated financial statements is available for inspection at the Company's registered office,
together with the financial statements identified in the auditors' report.
2. General information
MTN Group Limited (the Company) carries on the business of investing in the telecommunications industry
through its subsidiary companies, joint ventures and associates.
3. Basis of preparation
The summary consolidated financial statements are prepared in accordance with the requirements of the
JSE Limited Listings Requirements for provisional reports and the requirements of the Companies Act
applicable to summary financial statements. The Listings Requirements require provisional reports to
be prepared in accordance with the framework concepts and the measurement and recognition requirements
of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued
by the Accounting Practices Committee and the Financial Pronouncements as issued by the Financial
Reporting Standards Council (FRSC), and to also, as a minimum, contain the information required by IAS 34
Interim Financial Reporting. The accounting policies applied in the preparation of the consolidated
financial statements from which the summary consolidated financial statements were derived, are in terms
of IFRS and are consistent with those accounting policies applied in the preparation of the previous consolidated
annual financial statements unless otherwise stated. These summary consolidated financial statements should be read
in conjunction with the consolidated financial statements for the year ended 31 December 2015 which have been
prepared in accordance with IFRS. A copy of the full set of the audited consolidated financial statements is
available for inspection from the company secretary at the registered office of the Company.
4. Principal accounting policies
The Group has adopted all the new, revised or amended accounting pronouncements as issued by the International
Accounting Standards Board (IASB) which were effective for the Group from 1 January 2015, none of which had a
material impact on the Group.
The accounting policies applied in the preparation of the consolidated financial statements from which the summary
consolidated financial statements were derived are in terms of IFRS and are consistent with those accounting
policies applied in the preparation of the previous consolidated financial statements unless otherwise stated.
5. Financial instruments
The Group has not disclosed the fair values of financial instruments measured at amortised cost except for its
listed long-term borrowings set out below, as their carrying amounts closely approximate their fair values. Other
than investments, there were no financial instruments measured at fair value that were individually material at
the end of the current year.
Listed long-term borrowings
The Group has listed long-term fixed interest rate senior unsecured notes in issue with a carrying amount of
R11 633 million (2014: R8 686 million) and a fair value of R10 268 million (2014: R8 686 million) at 31 December 2015.
The fair value of this instrument is determined by reference to published market values on the relevant exchange.
Fair value measurement of investments
The Group holds an equity investment in IHS Holdings Limited (IHS) at fair value of R9 250 million at 31 December 2015
(2014: R5 912 million). The increase in the value of the investment is mainly due to an additional investment in IHS
amounting to R1 189 million and foreign exchange translation movements relating to the investment at the end of the
reporting period amounting to R2 149 million.
The investment is classified as available for sale and categorised within level 3 in the fair value hierarchy. The
fair value of the investment was previously determined with reference to recent transactions between market participants.
The absence of recent transactions resulted in the fair value being determined using models considered to be appropriate
by management and consequently the investment was transferred from level 2 to level 3 of the fair value hierarchy.
The fair value is calculated using an earnings multiple technique and is based on unobservable market inputs including
average tower industry earnings multiples of between 10 - 14 (2014: 12 - 14).
An increase of 1 in the multiple at the reporting date would result in an increase in the fair value by R792 million
(2014: R434 million) and a 1 decrease in the multiple would result in a decrease in the fair value by R792 million
(2014: R434 million).
6. Segment analysis
The Group has identified reportable segments that are used by the Group executive committee (chief operating
decision maker (CODM)) to make key operating decisions, allocate resources and assess performance. The reportable
segments are geographically differentiated regions and grouped by their relative size.
Operating results are reported and reviewed regularly by the CODM and include items directly attributable to a
segment as well as those that are attributed on a reasonable basis, whether from external transactions or from
transactions with other Group segments. EBITDA is used as the measure of reporting profit or loss for each segment.
EBITDA is defined as earnings before interest, tax, depreciation, amortisation and goodwill impairment losses.
2015 2014
Rm Rm
REVENUE
South Africa 40 038 38 922
Nigeria 51 942 53 995
Large opco cluster 31 358 31 200
Ghana 7 903 7 149
Cameroon 5 806 6 194
Ivory Coast 6 424 6 418
Uganda 5 148 5 289
Syria(1) 2 605 3 449
Sudan(1) 3 472 2 701
Small opco cluster 23 290 22 385
Major joint venture - Iran(2) 13 660 11 631
Head office companies and eliminations (275) (348)
Hyperinflation impact 710 776
Iran revenue exclusion(2) (13 660) (11 631)
147 063 146 930
(1) Excludes the increase in revenue resulting from hyperinflation accounting of: Syria R391 million (2014: R434 million),
and Sudan R319 million (2014: R342 million).
(2) Irancell Telecommunication Company Services (PJSC) proportionate revenue is included in the segment
analysis as reviewed by the CODM and excluded from IFRS reported revenue due to equity accounting for joint
ventures and excludes the increase in revenue resulting from hyperinflation accounting of R287 million
(2014: R1 655 million). During the year the Iranian economy was assessed to no longer be hyperinflationary
and hyperinflation accounting was discontinued effective 1 July 2015.
2015 2014
Rm Rm
EBITDA
South Africa 13 370 12 509
Nigeria 27 504 31 620
Large opco cluster 10 944 11 439
Ghana 3 197 2 674
Cameroon 2 101 2 651
Ivory Coast 2 195 2 475
Uganda 1 775 2 074
Syria(1) 460 651
Sudan(1) 1 216 914
Small opco cluster 7 525 8 083
Major joint venture - Iran(2) 5 665 4 982
Head office companies and eliminations 575 1 869
Hyperinflation impact 231 241
Tower sale profits(3) 8 263 7 430
Nigeria regulatory fine(3) (9 287) -
Iran EBITDA exclusion(2) (5 665) (4 982)
EBITDA 59 125 73 191
Depreciation, amortisation and impairment of goodwill (23 797) (23 546)
Net finance cost (3 010) (3 668)
Net monetary gain 1 348 878
Share of results of joint ventures and associates after tax 1 226 4 208
Profit before tax 34 892 51 063
(1) Excludes the increase in EBITDA resulting from hyperinflation accounting of: Syria R106 million (2014: R111 million),
and Sudan R125 million (2014: R130 million).
(2) Irancell Telecommunication Company Services (PJSC) proportionate EBITDA is included in the segment analysis as
reviewed by the CODM and excluded from IFRS reported EBITDA due to equity accounting for joint ventures and excludes
the decrease in EBITDA resulting from hyperinflation accounting of R215 million (2014: R776 million increase). During
the year the Iranian economy was assessed to no longer be hyperinflationary and hyperinflation accounting was discontinued
effective 1 July 2015.
(3) Tower sale profits and the expense relating to the regulatory fine imposed by the NCC are excluded as the CODM
reviews segment results on this basis.
2015 2014
7. Earnings per ordinary share
Number of ordinary shares in issue
At end of the year (excluding MTN Zakhele and treasury shares(1)) 1 822 517 914 1 822 213 500
Weighted average number of ordinary shares
Shares for earnings per share 1 822 453 695 1 831 196 131
Add: dilutive shares
- MTN Zakhele shares issued 3 791 878 7 192 687
- Share schemes 965 612 2 865 069
Shares for dilutive earnings per share 1 827 211 185 1 841 253 887
(1) Treasury shares of 11 844 233 (2014: 11 649 825) are held by the Group and 11 131 098 (2014: 14 492 564) shares
are held by MTN Zakhele. Due to the call option over Notional Vendor finance shares, the MTN Zakhele shares, although
legally issued to MTN Zakhele, are not deemed to be issued. These shares are therefore excluded from this reconciliation.
2015 2014
Rm Rm
Reconciliation between profit attributable to the equity holders of
the Company and headline earnings
Profit after tax 20 204 32 079
Net (profit)/loss on disposal of property, plant and equipment and
intangible assets (IAS 16 and IAS 38) (2) 69
Realisation of deferred gain (IAS 28) - (364)
Loss on disposal of investment in joint venture (IAS 28) - 15
Net impairment loss on property, plant and equipment and
intangible assets (IAS 36) 38 708
Impairment of goodwill (IAS 36) 504 2 033
Realisation of deferred gain on disposal of non-current
assets held for sale (IFRS 5) (30) (31)
Profit on disposal of non-current assets held for sale (IFRS 5) (8 264) (7 399)
Total tax effects of adjustments (702) (326)
Total non-controlling interest effect of adjustments 1 852 1 339
Basic headline earnings[###] 13 600 28 123
Earnings per share (cents)
- Basic 1 109 1 752
- Basic headline 746 1 536
Diluted earnings per share (cents)
- Diluted 1 106 1 742
- Diluted headline 744 1 527
[###] Headline earnings is calculated in accordance with circular 2/2015 Headline Earnings as issued by the South African
Institute of Chartered Accountants, as required by the JSE Limited.
8. Nigeria Regulatory fine
During October 2015, the Nigerian Communications Commission (NCC) imposed a fine of N1,04 trillion (R80,7 billion(1))
on MTN Nigeria Communications Limited (MTN Nigeria). This fine relates to the timing of the disconnection of 5,1 million
MTN Nigeria subscribers who were disconnected in August and September 2015 and is based on a fine of N200 000 for each
unregistered subscriber. Subsequently during December 2015, the NCC revised the amount to N780 billion (R60,6 billion(1)).
MTN Nigeria, acting on external legal advice, has resolved that the manner of the imposition of the fine and the quantum
thereof is not in accordance with the NCC's powers under the Nigeria Communications Act, 2003 and therefore believes there
to be valid grounds upon which to challenge the fine. Accordingly, MTN Nigeria followed due process and instructed its
lawyers to proceed with an action in the Federal High Court in Lagos seeking the appropriate reliefs.
On 22 January 2016, the judge adjourned the matter to 18 March 2016, in order to enable the parties to try to settle the matter.
Pursuant to the ongoing engagement with the Nigerian Authorities, MTN Nigeria on 24 February 2016 made an agreed without prejudice
good faith payment of N50 billion (R3,9 billion(2)) to the Federal Government of Nigeria on the basis that this will be applied
towards a settlement, where one is eventually, hopefully arrived at. In an effort to achieve an amicable settlement, MTN has
agreed to withdraw the matter from the Federal High Court in Lagos.
In arriving at an appropriate provision at 31 December 2015, management has applied its judgement resulting in a provision being
recorded as required in accordance with IFRS, amounting to N119,6 billion (R9,3 billion(1)).
In light of the engagement with the Nigerian Authorities, the Group has provided limited disclosure relating to the provision
in accordance with IFRS.
(1) Amounts translated at the closing rate at year end of R1 = N12,88.
(2) Translated at the 24 February 2016 closing rate of R1 = N12,76.
2015 2014
Rm Rm
9. Share of results of associates and joint ventures after tax 1 226 4 208
Irancell Telecommunication Company Services (PJSC) 1 903 4 113
Others (677) 95
10. Capital expenditure incurred 29 611 25 406
11. Contingent liabilities 875 932
12. Authorised commitments for the acquisition of property, plant
and equipment and software 30 814 29 693
- Contracted 12 501 10 034
- Not contracted 18 313 19 659
13. Interest-bearing liabilities
Bank overdrafts 38 26
Current borrowings 22 472 13 783
Current liabilities 22 510 13 809
Non-current borrowings 52 661 39 470
75 171 53 279
MTN Nigeria - default on loan agreement
Currency constraints in Nigeria caused loan repayment delays by MTN Nigeria during the year amounting to R991 million on
loans denominated in US dollar. The defaults resulting from the delays were remedied before year end.
14. Issue and repayment of debt and equity securities
During the year under review the following entities raised and repaid significant debt instruments:
MTN Nigeria repaid R4,2 billion relating to long-term borrowings.
MTN Cote d'Ivoire (MTN Ivory Coast) raised short-term borrowings to the value of R1,8 billion.
MTN Holdings Proprietary Limited (MTN Holdings) raised R6,5 billion additional debt through general banking facilities,
which are short term in nature and R3 billion relating to the syndicated loan facilities.
MTN Holdings repaid R500 million relating to the syndicated loan facilities and R5,1 billion relating to general banking
facilities.
MTN Holdings repaid R1,3 billion (2014: R2,4 billion) in terms of the Domestic Medium Term Programme.
MTN International (Mauritius) Limited (MTN Mauritius) raised R10,4 billion (2014: R3,3 billion) debt through a revolving
credit facility.
In 2014, MTN Holdings acquired 10 704 475 shares in the ordinary share capital of the Company for an amount of R2,4 billion.
The shares acquired are fully paid up and are held as treasury shares.
15. BUSINESS COMBINATIONS, ACQUISITION OF JOINT VENTURES AND OTHER INVESTMENTS
Nashua Mobile subscriber base, Afrihost Proprietary Limited, Middle East Internet Holdings S.A.R.L (MEIH) and Africa Internet
Holding Gmbh (AIH)
The net fair value of the assets, liabilities and goodwill relating to the prior year acquisitions described in the heading
above were finalised during the year and no material changes to the previously reported results were required.
Conversion of loan to Ghana Tower Interco B.V. into equity
During the year, the Group accounted for the conversion of its loan to Ghana Tower Interco B.V., a related party, into
equity, amounting to R1,3 billion.
Visafone Communications Limited
On 31 December 2015, the Group acquired 100% of the share capital of Visafone Communications Limited, an ICT company, for a
cash consideration of R3 432 million. As a result, the Group obtained control of Visafone Communications Limited. The acquisition
will enable the Group to improve the quality of broadband services for its subscribers. The acquisition seeks to leverage resources
for service enhancement and reflects the Group's concerted efforts to deepen the growth and roll-out of broadband services
across Nigeria.
The acquisition has been accounted for in accordance with IFRS 3, Business Combinations. Net identifiable assets acquired of
R2 690 million (including intangible assets of R3 752 million and a deferred tax liability of R1 062 million) resulted in goodwill
of R742 million determined on a provisional basis, pending completion of the final purchase price allocation.
16. Non-current assets held for sale
In 2014 the Group entered into a transaction with IHS which involved the sale of its mobile network towers in MTN Nigeria in two
tranches to INT Towers Limited, a wholly owned subsidiary of Nigeria Tower Interco B.V.
The first tranche of the tower sales closed on 24 December 2014, which involved the sale of 4 154 mobile network towers by MTN
Nigeria to INT Towers Limited for a cash consideration of US$451 million and the Group recognising its equity interest in
Nigeria Tower Interco B.V. amounting to US$370 million. The second tranche of the tower sale closed independently on 1 July 2015
which involved the sale of 4 696 mobile network towers by MTN Nigeria to INT Towers Limited for a cash consideration of
US$533 million and the Group recognising a further equity interest in Nigeria Tower Interco B.V. amounting to US$405 million.
17. Events after reporting period
Altech Autopage subscriber base
On 11 February 2016, the Group acquired its Altech Autopage subscriber base from Altron TMT Proprietary Limited for R640 million.
The acquisition of the subscriber base will enable the Group to service and interact directly with its customers and will reduce
future commission expenditure.
Net identifiable assets acquired of R428 million resulted in goodwill of R212 million being determined on a provisional basis,
pending completion of the final purchase price allocation.
Travelstart
On 22 January 2016, the MTN Group made an investment in TravelLab Global AB (Travelstart) amounting to US$30 million. Travelstart
is an online travel agency focused on emerging markets. MTN Group jointly controls Travelstart indirectly through a fund managed
by its venture capital fund manager, Amadeus Capital Partners.
Increase in investment in AIH
The Group committed a further '135 million investment in Africa Internet Holding GmbH (AIH), the ultimate parent company
of Jumia. The investment forms part of a wider capital funding to AIH. The funds will enable it to leverage the significant growth
of Jumia and to capatalise on the significant opportunities in Africa. This investment will increase MTN Group's interest
in the joint venture from 33,3% to 41,4%. The transaction is subject to customary closing procedures.
Facilities
During January 2016 and February 2016 additional loan facilities amounting to R14,9 billion were secured by MTN Holdings. These
facilities are expected to mature in the next five years. Additionally, facilities amounting to R2,6 billion were refinanced for a
further period of three to six months.
In addition, a loan amounting to R481 million payable by MTN Zambia Limited was refinanced for a further three months in January 2016.
Scancom Limited licence acquisition
During December 2015, Scancom Limited (MTN Ghana) was successful in its bid to obtain a 15 year 4G/LTE licence in the 800 MHz
spectrum band for an amount of US$67,5 million. 10% of the purchase consideration was settled before year end as part of the bidding
process with the remainder settled on 27 January 2016, following which the National Communications Authority provided MTN Ghana with
a provisional authorisation pending issuance of the licence.
Dividends declared
Dividends declared at the board meeting held on 2 March 2016 amounted to 830 cents per share.
18. Restatements
18.1 Reclassification of expenses
Following a review of expenses disclosed in the Group income statement during the current financial year, the expenses detailed below
have been disclosed separately or reclassified between expense categories in the comparable financial year to present the expenses in
accordance with the classification applied in the current year.
Government and regulatory costs
Government and regulatory costs that had previously been included in direct network operating costs (R5 250 million) and other
operating expenses (R484 million) have now been disclosed as a significant separate category of expense in the income statement.
Value-added services (VAS) costs
VAS costs amounting to R1 643 million were previously included in the costs of handsets and other accessories. Based on the underlying
nature of these costs, this has now been reclassified and included in selling, distribution and marketing expenses.
18.2 Reclassification of cash used in investing activities
In line with the current year presentation, cash used in acquiring intangible assets (R3 282 million) has now been disclosed as
a significant item separately from cash used in other investing activities.
Administration
Board of directors
PF Nhleko*
BD Goschen*
A Harper#***
KP Kalyan***
S Kheradpir ***+++
NP Mageza***
MLD Marole***
AT Mikati'**
MJN Njeke***
KC Ramon***
JHN Strydom**
AF van Biljon***
J van Rooyen***
' Lebanese
# British
+++ American
* Executive
** Non-executive
*** Independent non-executive director
Group secretary
SB Mtshali
Private Bag X9955, 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
MTN Group sharecare line
Toll free: 0800 202 360 or +27 11 870 8206
if phoning from outside South Africa
Office of the transfer secretaries
Computershare Investor Services Proprietary Limited
Registration number :2004/003647/07
70 Marshall Street, Marshalltown
Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
Joint auditors
PricewaterhouseCoopers Inc.
2 Eglin Road, Sunninghill, 2157
Private Bag X36, Sunninghill, 2157
SizweNtsalubaGobodo Inc.
20 Morris Street East
Woodmead, 2157
PO Box 2939, Saxonwold, 2132
Sponsor
Deutsche Securities (SA) Proprietary Limited
3 Exchange Square, 87 Maude Street, Sandton, 2196
Attorneys
Webber Wentzel
10 Fricker Road, Illovo Boulevard, Sandton, 2107
PO Box 61771, Marshalltown, 2107
Contact details
Telephone: National (011) 912 3000
International +27 11 912 3000
Facsimile: National (011) 912 4093
International +27 11 912 4093
E-mail: investor_relations@mtn.co.za
Internet: http://www.mtn.com
Date: 03/03/2016 07:05:00 Supplied by www.sharenet.co.za
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