MTN GROUP LIMITED - MTN Group Agrees to Acquire the Remaining Shares in IHS Holding Limited (IHS) and Withdrawal of Cautionary

Evidence from the filing

• The acquisition of IHS' African operations enhances MTN's strategic control over its critical infrastructure value chain (fibre, passive tower infrastructure, radio sites spectrum and data centres) and is expected to unlock substantial synergies.

  “Strengthens MTN's operational and strategic positioning and unlocks substantial synergies”

• The transaction is explicitly projected to be net income and cash flow accretive, driving service-revenue uplift and EBITDA margin expansion for the Group through ownership economics and efficiency initiatives.

  “Expected to be net income and cash flow accretive”

• The all-cash transaction will be funded from IHS cash balances and MTN's available liquidity and debt, with a crucial statement confirming there will be no equity issuance, thus avoiding shareholder dilution.

  “There will be no equity issuance for the Transaction.”

• The transaction has robust support, with approximately 40% of IHS voting shares already committed, including MTN's existing interest and a signed support agreement from Wendel S.E., signalling a smoother path to completion.

  “Current support of approximately 40% of voting shares in IHS, comprising MTN's voting interest and a signed support agreement with the second-largest shareholder Wendel S.E. (Wendel)”

• The acquisition strengthens MTN's digital infrastructure platform, supporting the densification of networks for evolving 5G and Fixed Wireless Access requirements, and enhances its ability to provide solutions for wholesale customers.

  “The Transaction will help to enhance and accelerate the scaling of MTN's digital infrastructure platform, which is spearheading the Group's strategic priority to consolidate passive infrastructure critical to network performance and rollout. This includes the densification of networks to support evolving 5G and Fixed Wireless Access (FWA) requirements.”

• The acquisition will significantly increase MTN's debt burden and draw down available liquidity, with US$1.1 billion of the consideration funded by MTN's own sources, potentially constraining future financial flexibility for other investments or shareholder returns.

  “The Consideration of US$2.2 billion is intended to be funded by approximately US$1.1 billion of cash on IHS' balance sheet at completion, with the balance of US$1.1 billion funded by MTN from available liquidity and debt.”

• MTN is acquiring an asset with a stated negative net asset value of USD(685) million, based on unaudited figures, which raises concerns about potential overpayment or the assumption of undisclosed liabilities that could erode shareholder value.

  “As at 30 June 2025, the net asset value related to the Transaction stood at USD(685) million (ZAR(12 144) million), calculated using a closing exchange rate of R17.73/$. The profit after tax attributable to the Transaction for the six months ending 30 June 2025 is USD106 million (ZAR1 956 million), based on an average exchange rate of R18.42/$. These financial figures have not been reviewed or reported on by external auditors and are presented prior to any purchase price allocation adjustments.”

• Full ownership of IHS Africa will concentrate and fully internalize MTN's exposure to heightened operational risks and macroeconomic volatility in African markets, including adverse foreign exchange movements, inflation, and unstable power supply, previously distributed or mitigated through an independent tower company structure.

  “The evolution of macro conditions in our markets over the past few years has resulted in increased volatility in key indicators such as foreign exchange (forex) movements and inflation, as well as instability in power supply and energy costs, all of which have a direct bearing on the economics of MTN's tower infrastructure leases. MTN operates in all of IHS' African markets and IHS derives approximately 70% of its revenue from MTN, which includes an embedded margin.”

• The commitment for IHS to operate on 'arms-length commercial principles' and serve MTN competitors on an 'open-access' basis, while being fully owned by MTN (which previously accounted for 70% of IHS's revenue), creates inherent conflicts of interest and potential governance challenges that could impede third-party revenue growth or invite regulatory scrutiny.

  “IHS will continue to serve all customers, including MTN competitors, on an open-access and arms-length basis, with the ability to further grow third-party revenue streams; IHS derives approximately 70% of its revenue from MTN, which includes an embedded margin.”

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