MTN GROUP LIMITED - MTN South Africa concludes tower transaction with IHS Towers

MTN South Africa concludes tower transaction with IHS Towers

MTN Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/009584/06)
(Share code MTN)
(ISIN: ZAE000042164)
(MTN Group or MTN or the Group)

MTN South Africa (MTN SA) concludes tower transaction with IHS Towers

MTN Group is pleased to announce that MTN SA has finalised a passive tower
infrastructure transaction with IHS Towers (Transaction). The agreement has
been reached following a lengthy competitive process.

The Transaction will entail the sale and leaseback of 5 709 of MTN SA’s
towers – comprising approximately 4 000 greenfield and 1 700 rooftop sites.
The transaction will also include the outsourcing of power and related
services (power as a service, or PaaS) across the entire MTN SA site footprint
of approximately 12 800 – thus incorporating an additional 7 100 third-party
sites.

One of the key goals of the Transaction has been to achieve an “OpCo-friendly”
outcome, which, amongst others, aims to ensure: (i) a limited financial
impact on MTN SA current running cost versus leaseback costs; (ii) improved
network performance, including improved power management; (iii) flexibility
to maximise the benefit of MTN SA’s active network sharing (including current
agreements in place with Cell C and Telkom); (iv) local currency exposure
(that is, all payments in ZAR); (iv) a minimum 30% Broad-based Black Economic
Empowerment (BBBEE) ownership; and (v) cooperation between MTN and IHS to
work towards the Group’s emissions targets aligned to net-zero by 2040 for
scope 3 emissions.

The offer value amounts to approximately R6.4 billion which incorporates the
5 709 sites and the power assets on third party sites. The transaction brings
to fruition one of the key assets within MTN’s asset realisation programme
(ARP).

The Transaction will enable MTN SA to service its retail and wholesale clients
more efficiently while creating substantial value, as reflected in the
proceeds realised. Proceeds will be reinvested into strategic growth
initiatives, such as securing high demand spectrum frequencies, and providing
MTN with additional balance sheet flexibility.

MTN has barter arrangements on approximately 2 000 sites which are not being
monetised as part of this current Transaction.

Completion of the Transaction is subject to certain conditions precedent,
including regulatory approvals, and is expected to close in Q1 2022.

Citigroup Global Markets Limited and Standard Bank acted as financial
advisors to MTN on the transaction; and Webber Wentzel as legal advisors.

Fairland
17 November 2021

Lead Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Joint Sponsor
Tamela Holdings Proprietary Limited

Date: 17-11-2021 07:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.