Views: 7
L-R John Musinguzi, the URA Commissioner General, Ms. Yolanda Cuba the MTN SEA VP, Japheth Katto chairman Stanbic Uganda Holdings Limited, Lulu Xingwana the South African High Commissioner to Uganda and Charles Mbiire, the MTN Uganda Chairman at the MTN Uganda Intention to float announcement at the Kampala Serena Hotel today.
Michael Atingi-Ego the Deputy Governor BOU, Wim Vanhelleputte the MTN Uganda CEO, Anne Jjuuko the Stanbic Bank Uganda CEO, Godfrey Baluku Kabyangga the State Minister for National Guidance, Irene Ssewankambo, the Executive Director UCC and Andrew Bugembe, the MTN Chief Finance Officer at the MTN Uganda Intention to float announcement held in Kampala today.
MTN Uganda announces intention to float 20% of its shares on the Uganda Securities
Exchange
• This will potentially be the largest IPO on the Ugandan market and will be delivered
primarily through a digital paperless/ green platform which is the first of its kind in East
Africa.
• The offer and listing of MTN Uganda is in line with MTN Group’s localisation plans to
drive local ownership in the markets within which MTN operates.
• It is also in line with the policy objectives of the Government of Uganda as articulated in
the National Broadband Policy (2018)and the Uganda Communication (Licensing)
Regulations S. I No. 95 of 2019.
Keith Kalyegira the Chief Executive Officer of Capital Markets Authority gives his remarks at the MTN Uganda Intention to float announcement at the Kampala Serena Hotel.
MTN Uganda is pleased to announce our intention to proceed with an initial public offer (IPO)
and subsequently list on the Uganda Securities Exchange (USE). This follows the requisite
approval by the Capital Markets Authority and Uganda Securities Exchange for MTN Group to
sell 20% of its shareholding in MTN Uganda to the public. MTN Group owns 96% of MTN Uganda.
The listing is in line with the Group’s strategic priority to create shared value, partly through
ensuring broad-based ownership in its operating subsidiaries. It is also in line with the provisions
of MTN Uganda’s NTO licence, which require its listing by end-June 2022.
“The intention to float announcement is a major step towards delivering on our plan to list on the
USE,” said Charles Mbire, Chairperson of the Board of Directors, MTN Uganda. “It is a
reaffirmation of our long-term commitment to expand investment opportunities for Ugandans
and we look forward to continuing our engagement with the CMA and USE to take forward the
IPO and the listing.”
MTN Group Vice President for Southern and East Africa Yolanda Cuba called the planned listing
a milestone: “Over the last 23 years, the people of Uganda have embraced MTN as their own and
given us the legitimacy to operate throughout this country. We are reciprocating by inviting
Ugandans to share in the ownership of the success that we have built together.”
MTN Uganda Media release
Sensitivity: MTN Group – Internal
In 1998, licence in hand, MTN Uganda commenced the rollout of our infrastructure and services.
We provided affordable access to the people through a widespread voice and data network,
investing UGX3.5 trillion in infrastructure development across the 134 districts of Uganda, both
rural and urban. To facilitate universal access, we continue to contribute 2% of our gross annual
revenue to the Uganda Communication Commission.
Over the years, MTN Uganda has prioritised the expansion of rural coverage. We currently cover
97% of the country’s population and have over 6,000km of fibre connectivity to provide the voice
and data bandwidth that connects more than 15 million subscribers not only within the country
but also across the world.
The growth in mobile penetration in Uganda from 0.27% in 1998 to 67% as of March 2021 is
proof of MTN’s contribution to democratise mobile telephony. The fruits of this are evident in
the widespread adoption of key technology platforms powered by high-speed connectivity,
which enable the creation, distribution, and consumption of a wide range of digital services.
MTN Mobile Money (MoMo) has also revolutionised the financial landscape. Formal financial
inclusion has nearly doubled from 28% in 2009 when MoMo was introduced in Uganda to 58%
as of 2018.
MTN Uganda contributes an annual average of approximately UGX700 billion to the government
treasury through taxes paid on our own account and as a withholding agent of government,
making us the largest taxpayer in Uganda for the past decade.
We have over 1,000 direct employees and employ another 150,000 indirectly. Through our
widespread distribution network, we provide a livelihood to more than 500,000 people, making
MTN one of the largest employers in the country
MTN Group Vice Presidents Talking Points
MTN Uganda Intention to Float
• Honorable Minister of ICT and National Guidance Dr. Chris Baryomunsi, Her
Excellency Madam High Commissioner of the Republic of South Africa to Uganda,
Chairperson of the MTN Uganda Board of Directors, Mr. Charles Mbire, our
Regulators of the Telecommunications business and the Mobile Banking business
Deputy Governor of the Central Bank of Uganda and The Executive Director
Uganda Communications Commission, our Regulators that have supported us
directly to make this day happen, The Chief Executive Officer Capital Markets
Authority and Uganda Securities Exchange, Government representatives, eminent
guests, Ladies and Gentlemen in your various capacities , all protocol observed.
Good morning and thank you for choosing to accept the invite from us to attend
this very important announcement that will set off a series of events for MTNU.
Uganda is an important market for MTN Group. We have a proud history of
partnering with Uganda and Ugandans to bring faster and more inclusive growth
through digital transformation. We believe firmly that our success as a Group rest
on a healthy and meaningful relationship with the country and its people. We seek
to be not merely participants in the economy of a country, but rather a trusted and
a valued partner. As Chairman Mbire has articulated and from the video that CEO
Wim played, the people of Uganda have embraced MTN as their own and given us
the legitimacy to continue to operate within the various communities of this
country.
It is most rewarding therefore, to be able to give a broad base of Ugandans the
opportunity to share meaningfully in the success that MTN and the people of
Uganda have built together over the last 23years in Uganda. MTN Uganda, will
become the fourth operating market to get publicly listed and we envision more
of our operating markets following suit in driving shared value across all our
Sensitivity: Public
markets. This milestone announcement reaffirms MTN’s work to promote local
ownership and participation in our businesses across our markets, and to create
shared value.” This will be the largest IPO in the Ugandan market and the first of
its kind in East Africa and will be delivered primarily through a digital paperless/
green platform.
In response to MTN’s Group Strategy Ambition 2025, of leading digital solutions
for Africa, MTN Group is committed to supporting the realization of the National
Development Plans of the Government for its people and particularized for the ICT
sector in the National Broadband Policy 2018. MTN Group will invest over UGX 1
trillion over the next three years to expand coverage and access across Uganda.
This will also enable the attainment of world class connectivity and affordable
access to achieving 90% national population coverage of voice and data by 2025.
We believe that everyone is entitled to the benefits of a modern connected world.
The ICT sector in which MTN operates has been a true catalyst of socio- economic
transformation for the nations of Africa, not least Uganda. To this end, MTN will
continue to develop and enhance the provision of a diverse range of voice, data,
digital, fintech, wholesale and enterprise services to more than 277 million
customers in 21 markets. Our fintech platform has had great socio- economic
benefits for many nations across Africa and is evidence of African solutions for
African problems. It is a resounding success story which has revolutionized the
financial landscape in Africa and is the main driver of financial inclusion in Africa.
• MTN remains committed to building the largest and most valuable platforms,
driving industry-leading connectivity operations, creating shared value and
accelerating portfolio transformation through creating meaningful partnerships
and leveraging its brand for the good of everyone, everywhere you go, here in
Uganda, our Home.
Announcement – MTN Uganda Limited 1
MTN Uganda Limited
Sensitivity: Public
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
This announcement is an advertisement for the purposes of the Capital Markets (Advertising) Regulations S.I 84-7 and not a prospectus
(or prospectus equivalent) or an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy
securities in any jurisdiction, including in or into the United States of America (the “United States”), Canada, Australia or Japan.
Neither this announcement, nor anything contained or referred to herein, shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoeverin any jurisdiction. Investorsshould notsubscribe for or purchase any ordinary shares (the
“Shares”) referred to in this announcement except solely on the basis of the information contained in a prospectus in its final form
(together with the supplementary prospectus, the“Prospectus”), that shall be published by MTN Uganda Limited (“MTN” or the
“Company”) in due course in connection with a possible offer of Shares in the Company and the possible admission of such Shares
for trading on the Main Investment Market Segment of the Uganda Securities Exchange. Copies of the Prospectus will be available for
inspection at the Company’s registered office at Plot 69/71, Jinja Road, Kampala, Uganda and on the Company’s website at
www.mtn.co.ug/about-mtn/reports,subject to certain access restrictions.
SBG Securities Uganda Limited
Transaction Adviser and Lead Sponsoring Broker
5 October 2021
2 MTN Uganda Limited –Announcement
Sensitivity: Public
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus and Intention to Float Shares on
the Uganda Securities Exchange
Kampala: 5 October 2021: SBG Securities Uganda Limited (a wholly owned subsidiar, in its capacity as Transaction Adviser and Lead
Sponsoring Broker, on behalf of MTN Uganda Limited (“MTN” or the “Company”), announces MTN’s intention to proceed with an
initial public offer of 20% of its existing ordinary shares (the “Shares”) by way of an offer for sale by MTN International (Mauritius)
Limited (“MTN International”) (a wholly owned subsidiary of MTN Group Limited (“MTN Group”) (the “Offer”), and the expected
publication of an offer document (the “Prospectus”) that has beenapproved by the Capital Markets Authority of Uganda (the “CMA”).
Following the decision by MTN Group to proceed with the Offer and upon approval by the necessary authority, the Company will
apply for the admission of its entire issued ordinary Shares to the Main Investment Market Segment of the Uganda Securities
Exchange (the “USE”) (the “Listing”).
The Offer is being undertaken in accordance with Regulation 9 (1) (a) of the Uganda Communications (Licensing) Regulations S. I 95
of 2019, Schedule 1 of the Uganda Communications (Fees and Fines) (Amendment) Regulations 2020 S.I 66 of 2020 and in pursuance
of the objective of MTN Group to broaden Ugandan shareholding in MTN to provide an opportunity for Ugandan investors, including
MTN’s loyal customers, to own a stake in the Company and participate in its future growth.
In addition, the Offer and the Listing are being undertaken in compliance with the provisions of the National Telecommunications
Operator (NTO) License. The NTO License requires MTN to comply with the sector policy, regulations and guidelines requiring listing
of the Company’s shares on a licensed stock exchange in Uganda, and the Uganda Communications Commission has determined that
this listing obligation should be complied with by 30 June 2022.
The Shares that will comprise the Offer are Shares owned by MTN Group via its wholly owned subsidiary, MTNInternational. All
the proceeds of the Offer, net of related expenses, will accrue to the selling shareholder.
Company introduction
MTN is a leading telecommunications company in Uganda with a primary corporate objective of carrying on the business of a national
operator of a telecommunications network pursuant to the NTO Licence granted by the Uganda Communications Commission
(“UCC”). MTN’s core business comprises the provision of telecommunications services covering network services, interconnect and
roaming, sale of mobile devices and digital and financial technology services by MTN Mobile Money (which is conducted through the
subsidiary, MTN Mobile Money Uganda Limited).
MTN was incorporated under the Companies Act 2012 as a private company limited by shares on 25 February 1998. The main object
for which MTN was registered for was to operate as a second national operator of a telecommunications network in Uganda. The
original major shareholders of MTN were MTN Group (via MTN International), Telia Overseas AB, Invesco and Tristar Investments
SARL.
Announcement – MTN Uganda Limited 3
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Following a successful international bidding process, MTN was awarded a second national operator licence for20 years, which expired
on 20 October 2018. The Company’s operating licence has since been renewed under anew telecommunications licensing framework
which came into force in 2020. MTN now holds the NTO Licence for 12 years.
MTN was first licensed at a time when mobile cellular service penetration was as low as 0.27% according to theInternational
Telecommunications Union (Update April – June 2020). The Company has since contributed to thegrowth of the telecommunications
sectorin Uganda with the mobile phone penetration rate rising to 68.2% as at31 December 2020, according to MTN data.
MTN is a leading mobile operator in Uganda. The Company’s reporting data indicates that as of 30 June 2021, MTN had 14.9 million
subscribers, 4.7 million of which are 30-day active data subscribers. In the mobile money market, MTN had approximately 8.6 million
active 30-day MTN Mobile Money subscribers as at 30 June 2021.
In 2009, MTN pioneered mobile money business in Uganda and conducted that business alongside its telecommunications business
until 2021 when, as a consequence of the introduction of the National Payment Systems Act 2020, MTN was required to transfer the
mobile money business to a wholly owned subsidiary, MTNMobile Money Uganda Limited. Following the completion of the licensing
and structuring process prescribed bythe National Payment Systems Act 2020, the mobile money business with effect from 19 June
2021 is being conducted byMTNMobile MoneyUganda Limitedand continuesto be a significant contributorto MTN’srevenues.
MTN has a presence in all 134 districts of Uganda and has evolved from a telecommunications company providing value added
services to a provider of an innovative range of products and services including voice, data, digital and mobile financial services
delivered through a network of 145 407 mobile money agents (as at 30 June 2021), 200 service stores and 13 main distributors.
MTN converted to a public company limited by shares (under registration number P.498) by a resolution of the members, dated 14
November 2002, with the conversion process being formally completed on 17 December 2003. MTN is a subsidiary of the MTN Group,
which beneficially owns 96.015% of the issued shares in MTN through MTN International, an investment holding company
incorporated in Mauritius. MTN Group operates in 21 countries in Africa and the Middle East and has 277 million subscribers as at 30
June 2021. MTN Group is listed on the Johannesburg Stock Exchange (which is operated by JSE Limited),with a market capitalisation of
US$16.6 billionas at 1 October 2021.
Statement by the Chairperson of MTN Uganda Limited, MrCharles
Mbire:
“The success and growth of MTN Uganda is intrinsically linked to that of Uganda and Ugandans. This initial public
offer is an important milestone in the deepening ofthe Ugandan capital markets and an opportunity forUgandans
to become part owners in one of Africa’s greatest modern-day success stories.
With about 15 million subscribers and the largest network in Uganda, MTN is a critical contributor to the
development of a vibrant digital economy. Over the last 23 years, we have invested over UGX3.5 trillion into the
Ugandan economy, and we will continue investing to meet the growing and dynamic needs of our customers, our
communities and our country.
We employ over 1 000 people, indirectly provide work to more than 2 000 Ugandans and more than 145 000 mobile
money agents. Our technology has empowered millions of people and businesses in rural and urban areas. This
has driven innovation, expanded market access and enhanced local economic inclusion.
By leveraging our scale and continuing to enhance our offerings, MTN Uganda is well placed to make the most of
the country’s favourable demographics as well as the significant potential for data and digital services.”
4 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Highlights of the Offer
Should the Offer proceed, it is expected to include the following features:
• The Offer would be comprised of existing Shares to be sold by an existing shareholder, MTN International.
• A public offer as defined in the Capital Markets Authority (Amendment) Act 2011, aimed at retail, institutional and professional
investors.
• An Initial Public Offering of ordinary shares pursuant to Regulation S (“Regulation S”) under the US Securities Act 1933, as
amended (the “Securities Act”).
• A listing of the issued Shares of MTN on the Main Investment Market Segment of the USE.
• Any additional detailsin relation to the Offer will be disclosed in the Prospectus, when published and the Offerlaunch
announcement.
MTN Group (acting on its own account and also via MTN International) and the Company have appointed SBG Securities Uganda
Limited as TransactionAdviser and Lead Sponsoring Broker, S&LAdvocates(formerly Sebalu& Lule Advocates) as Legal Advisers, KPMG
Certified Public Accountants as Reporting Accountant, Crested Stocks andSecurities Limited, andDyerandBlairUganda Limitedas Lead
RetailBrokers andEquity StockbrokersUganda Limited and UAP-Old Mutual Financial Services Uganda Limited as Selling Agents. MTN
Group has further appointed Bowman Gilfillan of South Africa as its independent legal adviser.
Key strengths supporting the business case
1. A LEADING MOBILE OPERATOR IN UGANDA
Clear market leadership in Uganda
MTN is a leading mobile operator in Uganda, with 59.1%1 customer market share as at 30 June 2021 (57.9%1 as at31December2020),
subscriber base of14.93 million as at30June 2021 and 2 332 3Gnetwork sites, accountingfor 89.1% 3G population coverage. MTN had
a total capital expenditure of UGX235 billion in 2020, resulting in acapital intensity of 13%.
The Company has a leading marketshare across several digital subscriber metrics, as at 30 June 2021:
• 8.6 million mobile money subscribers.
• 15 000 mobile home broadband.
• 2 000 home/building fibre customers.
MTN’s size and marketshare enable the Company to leverage economies ofscale through various means.
2. STRONG POSITION IN AN ATTRACTIVE MARKET
Strong economic growth
The gross domestic product of Uganda was US$37.61 billion2 at the end of 2020 and is expected to grow at a compound annual
growth rate of 5.28% to US$54.72 billion by year 2025. Uganda’s economy and growth outlook are underpinned by substantial natural
resources, including minerals and oil.
Exciting demographic opportunity – young population
Uganda is at a relatively early stage of telecommunications usage with a young population and low mobile penetration versus African
peers. Data usage is shifting towards global trends where data traffic is dominated by content such as video, music and other digital
content. This provides the Company with an excellent base for further growth.
Uganda, with a population of 42.37 million3 at the end of year 2020 and expected to increase by 3.12% per annum until year 2025, is
a country with a predominantly young population, with 45.2% of the population under the age of 144 and a mere 5.5% of the
population aged over 55 years.
Penetration growth driven by rural expansion
The total number of mobile phone users in Uganda was 25.25 million1 as at 30 June 2021, (24.51 million as at 31 December 2020
growing at a compound annual growth rate of 4.41% over the last five years). With a rapidly growing internet penetration at 29.1%
in 20205
(17.4% in 2016), the country has a relatively low mobile phone penetration rate of 68.2% as at 31 December 20205
, presenting
a significant growth opportunity for the telecoms market in the country.
Whilst 75%6 of the Ugandan population of 42.37 million people live in rural areas, such areas are significantly underpenetrated by
mobile voice and data access, thus creating opportunities for future expansion into these areas.
Announcement – MTN Uganda Limited 5
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Growth from smartphone and mobile data
MTN had 4.7 million data users (including active, incidental and dormant data users7
) and 4.96 million smartphone users as at 30 June
2021. Further increases in mobile and mobile data penetration, data usage per user and increasing smartphone adoption are expected.
The limited fixed broadband penetration in Uganda also provides an opportunity to use mobile to expand more rapidly than fixed-line
infrastructure.
3. WELL-POSITIONED FOR THE LONG TERM
Brand performance highlights
In June 2021, MTN had a Top of Mind Awareness score of 54.8% (56.8% as at 31 December 2020) and a Net Promoter Score, which
measures customers’ perception on the quality of MTN’s products and services that theyreceive across the industry, of 40.5% (46.2%
as at 31 December 2020) demonstrating its leadership position in the market.
Network coverage
MTN’s 4G coverage, launched in 2014, offers fourth-generation long-term evolution mobile services, spanning 1 607 sites, with
outdoor 4G population coverage data at 61% as at 30 June 2021. MTN launched 3G coverage in2010, offering third-generationwireless
standard mobile services across 2 332 sites, with outdoor 3G populationcoverage data at 90% as at 30 June 2021. The 2G coverage
was launched in 1998, offering second-generation digital cellular network mobile services across 2 378 sites, with outdoor 2G
population coverage data at 97% asat 30 June 2021.
Consumer
Voice and SMS:
• Continue growth in voice revenues through growth in new customers.
• Maximize acquisition under new sites and existing low utilization sites.
• Migration of 2G voice to 3G and 3G data to 4G.
Mobile data and home internet:
• Transforming customers from non-data users to active data users to matured data users; and
• Establish leadership in the home data connectivity business.
Mobile money (MoMo):
• Disproportionate growth in market penetration.
• Focus on advanced services.
• Focus on MoMo for business solutions.
Digital services:
• Ayoba – Africa’s first Instant Connect App Built for Africa.
• Enriching from instant messaging to instant connecting by MoMo integration, rich media content and other micro apps.
1 Source: MTN Uganda
2 Source: https://www.statista.com/statistics/447778/gross-domestic-product-gdp-in-uganda/
3 Source: Uganda Bureau of Statistics – End of month population projections (2015 to 2040)
4 Source: Uganda Bureau of Statistics – Project Mid-year five-year age groups (2018 – 2020)
5 Source: GSMA
6 Source: Uganda Bureau of Statistics – Project Mid-year five-year age groups (2018 – 2020)
7
Incidental data users are those who 5Mb of data or less per month. Dormant users are those users who have not used data
services in the past 90 days.
6 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Enterprise Business and Wholesale Business Unit
MTN leveragesthe countrywide fibre and long-term evolution technology to boost Enterprise uptake fixed voice,data and information
technology and communications solutions. In doing so, the Company plans to use technologyas a service solution like remotework
solutions,software-definednetworking,unifiedcommunications(whichautomateandunifyhumananddevicecommunications),access
gateways andenterpriseswithapplicationprogramming interface integration.
For the Wholesale Business, MTN will use passive infrastructure sharing – existing backhaul providers on fibreor wireless. National
roaming opportunities to be explored.
Fibre network footprint
MTN has a large fibre network in Uganda with over 5 000km connecting the biggest cities and towns in the country. This comprises
of 2 780 km of national backbone fibre and 2 730km of metro.
Mobile money market opportunity
MTN’s mobile money platform has grown substantially over the past five years with:
• Active mobile money subscribers was 8.6 million as at June 2021. It increased from 4.6 million subscribers in2016 to 8.5 million in
2020, representing a compound annual growth rate of 13.07%;
• Mobile money agents were 145 407 as at June 2021. These increased from 74 277 in 2016 to 117 342 in 2020,representing a
compound annual growth rate of 9.58%;
• The number of MTN mobile money transactions was 0.95 billion as at June 2021. There was a registered increase from 0.57 billion
in 2016 to 1.72 billion in 2020, representing a compound annual growthrate of 24.93%; and
• Value of mobile money transactions was UGX28.5 trillion as at 30 June 2021. It increased from UGX26.9 trillionin 2016 to UGX48.2
trillion in 2020, representing a compound annual growth rate of 12.37%.
Accelerating Fintech Platform
MTN showed strong momentum in financial technology key performance indicators during the six months ended30 June 2021,
indicating solid growth metrics:
Description
30 June
2021
30 June
2020
YoY growth
(%)
Wallet
Mobile money users 8.8 million 7.5 million 17.5
Mobile money active agents 145 400 96 740 50.3
Payment and e-commerce
Active merchant 35 600 22 070 61.3
Gross money value UGX294 billion UGX121.5 billion 142.0
Transaction and revenue
Per peak minute 120 000 100 000 20.0
Transaction value US$7.9 billion US$5.8 billion 36.6
Remittance
Value US$170 million US$76 million 123
Insurtech
Active policies 7 700 8 720 (21.7)
Announcement – MTN Uganda Limited 7
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Board of directors
MTN operates a unitary board structure where non-executive and executive directors serve collectively on onesingle board, which
ensures effective monitoring and oversight. The roles and duties of the Chairperson and Chief Executive Officer are separate and
clearly defined to conform with corporate governance best practices with regard to the independence of the board from management.
The Board comprises Directors with extensiveexperience and insight of the sectors in which MTN operates. A detailed description of
the Directors is providedfor ease of reference.
Strong management
MTN is managed by a highly capable management team with extensive industry knowledge and over 100 yearsof combined
experience.
MTN business strategy
MTN’s strategy is principally centred around becoming a fully-fledged digital platform as a business and alignswith the strategy
adopted by MTN Group. In the medium-term, MTN will work towards the implementation of the Ambition 2025 strategy, including
strategically repositioning itsinfrastructure assets and platformsfrom its coretelecommunications business,to revealthe value forMTN
shareholders. This aligns with the strategy adopted byMTN Group.
The execution of the Ambition 2025 strategy is embodied in four clear strategic priorities – building the largestand most valuable
platforms, driving industry-leading connectivity operations, creating shared value and accelerating portfolio transformation. In
implementing this strategy, the Company will depend on various resources and relationships, known as the Six Capitals, to create
value by developing and distributing a range ofinnovative and reliable communication products and services. The Six Capitals, which
are aligned with 11 of the17 United Nations Sustainable Development Goals, are: human capital, manufactured capital, financial
capital, intellectual capital, social and relationship capital and natural capital.
ENQUIRIES
SBG Securities Uganda Limited
MrJoram Ongura
Chief Executive
Email: Joram.OnguraJ@stanbic.comTel:
+256 0800 250 250
8 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Statement of comprehensive income
As at 31 December
Revenue from contractswith
customers
Direct network operatingcosts
Government and regulatorycosts
Cost of handsets and other
accessories sold
Interconnect and roaming
Gross profit
Employee benefits Selling,
distribution andmarketing
expenses Decrease in
impairmentof trade
receivables
Other operating expenses
EBITDA
EBITDA %
Depreciation and impairment
of property, plant and
equipment and right-of-use
assets
Amortisation of intangibleassets
Profit/(loss) from
Operations Finance
income
Finance costs
Profit before tax
Income tax expense
Profit for the year
30 June
2021
Shs’000
2020
Shs’000
2019
Restated
Shs’000
2018
Restated
Shs’000
2017
Restated
Shs’000
2016
Restated
Shs’000
994 306 081 1 877 799 208 1 717 574 282 1 550 767 490 1 437 195 411 1 307 539 739
(118 974 407) (235 768 353) (220 193 638) (320 527 641) (281 041 230) (266 815 105)
(28 509 483) (53 590 513) (59 642 985) (21 702 672) (20 032 254) (18 263 692)
(6 944 880) (15 581 686) (22 488 189) (23 848 376) (30 475 861) (42 458 855)
(33 381 641) (72 318 584) (75 796 706) (75 435 939) (79 930 938) (91 017 194)
806 495 670 1 500 540 072 1 339 452 764 1 109 252 862 1 025 715 128 888 984 893
(51 695 048) (101 211 412) (103 073 490) (104 255 916) (88 726 634) (78 493 026)
(178 042 402) (324 681 593) (326 264 884) (304 356 638) (302 682 283) (287 942 073)
8 431 783 2 787 801 (3 145 516) – –
(64 757 655) (153 669 535) (104 255 700) (140 472 952) (130 965 734) (137 212 263)
(294 495 105) (571 130 757) (530 806 273) (552 231 022) (522 374 651) (503 647 362)
512 000 565 929 409 315 808 646 491 557 021 840 503 340 477 385 337 531
51.5% 49.5% 47.1% 35.9% 35.0% 29.5%
(180 225 575) (249 902 429) (244 631 577) (159 534 350) (167 988 187) (134 939 023)
(48 956 287) (80 564 364) (57 034 006) (62 099 036) (61 050 753) (58 449 802)
282 818 703 598 942 522 506 980 908 335 388 454 274 301 537 191 948 706
2 222 566 17 234 151 6 396 782 14 126 247 3 169 098 4 711 901
(76 941 452) (155 797 780) (133 925 336) (41 363 966) (50 377 442) (58 989 647)
208 099 817 460 378 893 379 452 354 308 150 735 227 093 193 137 670 960
(77 401 652) (138 696 740) (110 202 306) (88 623 809) (74 428 841) (41 339 787)
130 698 165 321 682 153 269 250 048 219 526 926 152 664 352 96 331 173
Announcement – MTN Uganda Limited 9
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Statement of financial position
As at 31 December
ASSETS
Non-current assets
Property, plant and
equipment
Right-of-use assets
Intangible assets
Receivables and
prepayments Contract
assets
IRU assets
Current assets
Inventories
Trade and other receivables
Taxation prepaid
Contract assets Current
income tax Mobile money
deposits
Cash and cash equivalents IRU
assets
Total assets
EQUITY AND LIABILITIES
Capital and reserves Ordinary
share capital Retained earnings
Total equity
Non-current liabilities Deferred
income tax liability Lease
liabilities
Borrowings
Total long term provisions IRU
liability
Current liabilities
Borrowings Lease
liabilities
Trade and other liabilities
Mobile money deposits
Contract liabilities Deferred
revenue Provisions
Current income tax payable IRU
liability
Total liabilities
Total equity and liabilities
30 June
2021
Shs’000
2020
Shs’000
2019
Restated
Shs’000
2018
Restated
Shs’000
2017
Restated
Shs’000
2016
Restated
Shs’000
772 728 205 727 131 137 713 879 887 701 779 576 680 270 049 662 106 894
599 141 950 571 232 914 597 686 863 – – –
495 289 267 516 424 533 152 313 785 129 716 539 147 205 462 133 240 274
14 704 124 50 178 173 36 054 248 38 370 515 29 180 833 22 296 946
7 101 003 8 252 488 3 660 332 – – –
43 640 982 – – – – –
1 932 605 531 1 873 219 245 1 503 595 115 869 866 630 856 656 344 817 644 114
10 298 761 8 164 435 939 846 2 838 083 4 665 315 14 056 222
205 913 105 157 548 573 173 130 974 213 947 720 204 178 304 305 748 010
2 187 910
– 6 569 411 3 690 935 2 488 116 – –
8 194 712 – – – 26 888 509 23 711 375
680 564 789 655 351 841 450 355 234 407 945 136 315 087 526 308 031 866
137 066 567 59 170 525 109 387 902 92 557 733 45 090 339 39 890 998
4 952 383 – – – – –
1 049 178 227 886 804 785 737 504 891 719 776 788 595 909 993 691 438 471
2 981 783 758 2 760 024 030 2 241 100 006 1 589 643 418 1 452 566 337 1 509 082 585
3 764 3 764 3 764 3 764 3 764 3 764
743 126 898 725 950 972 557 275 419 442 349 371 348 916 445 297 880 093
743 130 662 725 954 736 557 279 183 442 353 135 348 920 209 297 883 857
3 777 003 9 865 153 25 998 345 28 841 553 33 965 626 46 773 318
581 096 305 555 825 657 571 675 501 – – –
209 010 781 254 300 084 93 034 891 129 879 795 169 703 705 243 215 275
7 782 725 12 175 353 8 422 972 11 623 476 8 971 307 4 461 013
8 680 510 – – – – –
810 347 324 832 166 247 699 131 709 170 344 824 212 640 638 294 449 606
148 306 730 133 924 864 99 394 120 175 720 901 175 151 620 159 170 324
93 648 304 79 711 572 58 162 017 – – –
464 175 168 300 264 092 335 538 196 351 595 918 363 575 445 397 742 590
680 564 789 655 351 841 450 355 234 407 945 136 315 087 526 308 031 866
23 453 531 10 648 572 20 330 068 29 940 330 – –
2 022 924 – – – 27 682 121 48 478 252
16 024 704 19 227 801 19 333 641 9 017 534 9 508 778 3 326 090
– 2 774 305 1 575 838 2 725 640 – –
109 622 – – – – –
1 428 305 772 1 201 903 047 984 689 114 976 945 459 891 005 490 916 749 122
2 238 653 096 2 034 069 294 1 683 820 823 1 147 290 283 1 103 646 128 1 211 198 728
2 981 783 758 2 760 024 030 2 241 100 006 1 589 643 418 1 452 566 337 1 509 082 585
10 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Statement of changes in equity
As at 31 December
Share
capital
Retained
earnings Total
Shs’000 Shs’000 Shs’000
Year ended 31 December 2016
Atstart of year (as originally presented and restated) 3 764 463 146 919 463 150 683
Profit for the year 0 96 331 173 96 331 173
Total comprehensive income for the year 0 96 331 173 96 331 173
Dividends declared and paid 0 (261 597 999) (261 597 999)
At end of year 3 764 297 880 093 297 883 857
Year ended 31 December 2017
Atstart of year (as originally presented and restated) 3 764 297 880 093 297 883 857
Profit for the year 0 152 664 352 152 664 352
Total comprehensive income for the year 0 152 664 352 152 664 352
Dividends declared and paid 0 (101 628 000) (101 628 000)
At end of year 3 764 348 916 445 348 920 209
Year ended 31 December 2018
Atstart of year (as originally presented and restated) 3 764 348 916 445 348 920 209
Profit for the year 0 219 526 926 219 526 926
Total comprehensive income for the year 0 219 526 926 219 526 926
Dividends declared and paid 0 (126 094 000) (126 094 000)
At end of year 3 764 442 349 371 442 353 135
Year ended 31 December 2019
Atstart of year (as originally presented and restated) 3 764 442 349 371 442 353 135
Profit for the year 0 269 250 048 269 250 048
Total comprehensive income for the year 0 269 250 048 269 250 048
Dividends declared and paid 0 (154 324 000) (154 324 000)
At end of year 3 764 557 275 419 557 279 183
Year ended 31 December 2020
Atstart of year (as originally presented and restated) 3 764 557 275 419 557 279 183
Profit for the year 0 321 682 153 321 682 153
Total comprehensive income for the year 0 321 682 153 321 682 153
Dividends declared and paid 0 (153 006 600) (153 006 600)
At end of year 3 764 725 950 972 725 954 736
Period ended 30 June 2021
At 1 January 2021 3 764 725 950 972 725 954 736
Profit for the period 0 130 698 165 130 698 165
Total comprehensive income for the period 0 130 698 165 130 698 165
Dividends declared and paid 0 (113 522 239) (113 522 239)
At 30 June 2021 3 764 743 126 898 743 130 662
Announcement – MTN Uganda Limited 11
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Statement of cash flows
For the year ended 31 December
Operating activities Cash
generated from
operations
Interest received
Interest paid on borrowings
Interest paid on lease liabilities
Dividends paid
Income tax paid
Net cash generated fromoperating
activities
Cash flow from investingactivities
Payments for property, plantand
equipment and additions to right
of use assets
Proceeds from disposal of
property, plant and equipment
Increase in prepaymentsPurchase
of intangible assets
Movement in investment and
other investigation activities
Net cash used in investing
activities
Financing activities Repayments of
borrowingsProceedsfrom
borrowings
Principal elements of lease
payments
Net cash used in financing
activities
Net increase in cash at bankand in
hand
Movement in cash at bankand in
hand
At start of year
(Decrease)/increase
Exchange losses on cash atbank
and in hand
At end of year
30 June
2021
Shs’000
2020
Shs’000
2019
Restated
Shs’000
2018
Restated
Shs’000
2017
Restated
Shs’000
2016
Restated
Shs’000
573 976 821 868 664 434 818 874 998 536 981 769 574 418 685 210 696 448
2 033 974 3 565 949 3 517 824 9 592 454 1 743 825 4 711 901
(69 259 577) (33 650 902) (27 010 870) (30 154 688) (43 470 841) (23 976 783)
– (98 991 766) (97 016 317) – – –
(113 522 239) (153 006 600) (154 324 000) (126 094 000) (101 628 000) (261 597 999)
(88 452 018) (153 631 465) (114 195 316) (64 133 733) (90 413 667) (78 598 222)
304 776 961 432 949 650 429 846 319 326 191 802 340 650 002 (148 764 655)
(124 027 286) (170 113 887) (170 203 972) (185 223 507) (187 224 415) (138 387 845)
2 853 846 4 499 740 2 148 437 687 453 1 511 690 2 857 891
– – – (3 147 600) (14 315 230) (10 967 569)
(25 591 739) (446 460 603) (79 733 354) (44 608 792) (75 021 740) (63 180 360)
(2 650 380) – – – – –
(149 415 559) (612 074 750) (247 788 889) (232 292 446) (275 049 695) (209 677 883)
(30 907 437) (153 623 344) (171 521 000) (156 369 750) (56 945 250) –
7 504 124 348 518 960 60 062 500 115 000 000 – 387 609 818
(42 140 878) (61 867 099) (48 778 923) – – –
(65 544 191) 133 028 517 (160 237 423) (41 369 750) (56 945 250) 387 609 818
89 817 211 (46 096 583) 21 820 007 52 529 606 8 655 057 29 167 280
59 170 525 109 387 902 92 557 733 45 090 339 39 890 998 18 635 327
89 817 211 (46 096 583) 21 820 007 52 529 606 8 655 057 29 167 280
(11 921 169) (4 120 794) (4 989 838) (5 062 212) (3 455 716) (7 911 609)
137 066 567 59 170 525 109 387 902 92 557 733 45 090 339 39 890 998
12 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Directors of the Company
Charles Mbire (Chairperson)
Mr Mbire is a leading businessman, entrepreneur and industrialist in Uganda and has been the chairperson of the Board since 2003.
Mr Mbire’s investments are in telecommunications, finance, energy, real estate, oil and gas and mining.
Mr Mbire was previously a member of the International Monetary Fund Africa Regional Advisory Group and the chair of Makerere
University Holdings Company Limited, the investment and entrepreneurial arm of Makerere University.
Mr Mbire once served as a Council Member at the World Economic Forum’s Summit on the Global Agenda. He wasa member of the
Presidential Investors Round Table, a high-level forum that brings together a select group of both foreign and local investors to advise
Government of Uganda on how to improve the investment climate in the country. He was also the chairperson of the Uganda
Securities Exchange, and he previously served on the boards of Ecobank Uganda and Eskom Uganda.
Mr Mbire holds a Bachelor of Arts in Business Economics from the University of Essex and a Master of BusinessAdministration from
the University of Leicester.
Ms Yolanda Cuba
Ms Cuba is a seasoned executive with a demonstrated history of working in diversified industries including telecommunications,
finance, services and fast-moving consumer goods. She is a transformational and accomplished business leader, who is widely
regarded across the African continent.
She currently serves asthe Group RegionalVice President Southern and EastAfrica at MTN Group, and previouslyoccupied the position
of Chief Digital and Financial Technology Officer at the MTN Group.
Ms Cuba previously worked with Vodacom Group Limited, where she served as Group Chief Officer (Strategy, Mergers and
Acquisitions and New Business) and Chief Executive Officer of Vodafone Ghana. Ms Cuba has served on a number of JSE-listed boards:
she was a board member of South African Breweries, Absa Group Limited and has been a member ofthe Nelson Mandela Investment
Committee since 2006. In 2008, Ms Cuba wasselected one of the Young Global Leaders of the World Economic Forum.
Ms Cuba holds a Bachelor of Commerce in Statistics from the University of Cape Town, a Bachelor of CommerceHonours degree in
Accounting from University of KwaZulu-Natal and a Master of Commerce degree from the University of Pretoria. She is also an
alumnus of INSEAD International Executive Program.
Ms Karabo Nondumo
Ms Nondumo is an entrepreneur with interests in the provision of industrial supplies, corporate advisory and investments. She also
has extensive experience in the telecommunications, financialservices andmining sectors.
She held executive head roles within Vodacom Business and Mergers & Acquisitions at Vodacom Group. Ms Nondumo is a
previous CEO of AWCA Investment Holdings Limited and served as an associate as well as executive assistant to the chairman at
Shanduka Group.
Ms Nondumo is an independent non-executive director of: Harmony Gold Mining Company Limited (Technical, Investment and Audit
and Risk subcommittees), Sanlam Limited (Chair: Social and Ethics Committee, member ofRisk and Compliance, Audit and Actuarial,
Human Resources and Nominations subcommittees), TCI-Tiso (Pty) Limited and MTN Group operating companies in Eswatini, Zambia,
Uganda and Rwanda (Chair: Audit and Risk committees). She is also an advisory member of Senatla Capital, a trustee of Mabindu and
Ubuntu-Botho Women’s Trusts.
Her previous board roles include MTN Group operating companies in Sudan and South Sudan, Brightrock Holdings Limited, Merafe
Resources Limited, SA Express Airways SOC Limited, Rolfes Holdings Limited and Richards Bay Coal Terminal.
MsNondumo holds a Bachelor of Commerce inAccounting from the University ofNatal (1999). She is a qualifiedChartered Accountant,
and a member of the South African Institute of Chartered Accountants and African Women Chartered Accountants.
Announcement – MTN Uganda Limited 13
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
Mr Sugentharen Perumal
Mr Sugentharen Perumal is a highly accomplished financial services professional with significant experience inleading the strategic,
operational planning and management of financial services of major players in the privateand public sectors.
Currently, Mr Perumal is serving as the Executive: Group Finance at MTN Group, heading strategic and operationalaspects of financial
planning and management of the organisation. As an audit professional, Mr Perumal accumulated expertise and proficiency in service
to one of South Africa’slargest accounting firms, SizweNtsalubaGobodo Inc. This experience ranges over multiple industries, including
telecommunications, energy and utilities.
Mr Perumal has a Bachelor of Commerce in Managerial Accounting from University of Natal and a Bachelor of Commerce in
Accounting from University of Natal.
Mr Wim Vanhelleputte
MrWim Vanhelleputte is a seasoned executive with over 20 years’ experience in the telecommunicationssectoracross eight countries
in Africa.
Mr Vanhelleputte currently serves as the Chief Executive Officer for MTN Uganda, a position he has held since 2016. Mr Vanhelleputte
was the Chief Executive Officer of MTN Ivory Coast between 2009 and 2015 prior to which he was at Bharti Airtel. Mr Vanhelleputte
also served as Chief Executive Officer of Tchard Mobile (a subsidiary of Orascom Telecom Holding).
Mr Vanhelleputte holds a Masters’ in Nuclear and Solid-State Physics and a Bachelors in General Engineering from the State University
of Ghent, Belgium, and a Special Degree in Power Plant Management from the Free University of Brussels, Belgium.
Mr Andrew Bugembe
Mr Andrew Bugembe is a telecom finance executive with 23 years’ experience in the telecommunications sector.
Mr Bugembe is currently the Chief Finance Officer of MTN Uganda and has served in various executive and senior management
finance roles in five MTN Group countries (Uganda, Congo Brazzaville, Liberia, Ghana and Rwanda), including Chief Finance Officer
roles in MTN Liberia and MTN Congo Brazzaville. As Chief Finance Officer, Mr Bugembe’s key roles are to drive the Company
profitability mandate, with focus on service revenue growth and margin expansion (continuous cost optimisation) to ensure
disciplined capital allocation, optimise working capital and stabilise capital intensity to drive further cashflow generation, in
alignment with Ambition 2025.
Mr Bugembe also supports key transformation initiatives, supports digitisation with focus on data analytics, financial technology and
continuously upskills staff capacity within the digital and platform areas.
Mr Bugembe holds a Master of Commerce in Management Accounting from the University of Wollongong in AustraliaandaBachelor
ofCommercefromRajasthanVidypeethUniversityinIndia.He isa CharteredAccountant(FCCA-UK).
14 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
IMPORTANTNOTICES
This is a financial promotion and is not intended to be investment advice.
The contents of this announcement have been prepared by and are the sole responsibility of SBG Securities Uganda Limited, the
Transaction Adviser and Lead Sponsoring Broker acting on behalf of the Company.
Thisannouncementdoesnot constituteorformpartofanyofferforsaleorsubscription orany solicitationofanyoffer to buy or subscribe
for any securities and neither this announcement nor any part of it forms the basis ofor may be relied on in connection with or act as
an inducement to enter into any contract or commitment whatsoever.
The information contained in this announcementisfor background purposes only and does not purportto be fullor complete, nor does
this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be
placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The information in this announcement is subjectto change. The contents of this announcement are not to be construed as legal,
financial or tax advice.
Recipients of this announcement who intend to purchase or subscribe for shares in the Company following thepublication of the
Prospectus by the Company are reminded that such purchase or subscription should be madesolely on the basis of the information
containedinthatProspectusand,ifrelevant, any supplementaryprospectus,to be published by the Company.
This announcementis notfor publication or distribution, directly orindirectly, in orinto the United States (includingits territories and
possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan,oranyotherjurisdictionwhere to
do sowould constitute a violation ofthe relevantlaws ofsuch jurisdiction.The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
The securitiesreferred to in this document have not been, and will not be, registered underthe U.S. Securities Actof 1933, as amended
(the “Securities Act”), and may not be offered or sold in the United States except on the basis of an applicable exemption from
registration, orin a transaction notsubject to, the registration requirementsof the Securities Act. There will be no public offering of
securities in the United States.
In the United Kingdom, this announcement is directed only at persons who are “qualified investors” within the meaning of Regulation
2017/1129/EU as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“Relevant Persons”).
In any member state of the European Economic Area (“EEA”), this announcement and any offer if made subsequently is, and will be,
directed only at persons who are “qualified investors” (“Qualified Investors”) withinthe meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129).
In SouthAfrica,this announcement and any offerifmade subsequently is, and will be, directed only at: (i)selectedpersons falling within
one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 2008 (“South African Companies Act”);
and (b) selected persons, acting as principal, acquiring securities for a total acquisition costofR1 000 000 ormore, as contemplated in
section 96(1)(b) ofthe SouthAfrican CompaniesAct, and to whom the offer (if made) will specifically be addressed, and only by whom
such offer will be capableof acceptance (“South African Qualifying Investors”). Accordingly, neither this announcement or other
materialsconstitute, or is intended to constitute an “advertisement” or “registered prospectus”, as contemplated by the SouthAfrican
Companies Act, and no prospectus has been, or will be, filed with the South African Companies andIntellectual Property Commission.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary ServicesAct, 37 of 2002 (the “FAISAct”), as amended, and should not be construed as an
expressorimpliedrecommendation,guide or proposal that any particular transaction in respect of any offer (if made) or in relation to
the business orfuture investments of the Company is appropriate to the particular investment objectives, financial situations orneeds
of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa. The Company is not a financialservices provider as such term is defined in the FAIS
Act. South African Qualifying Investors who seek to participate in any offer (if made) must ensure that all necessary approvals are in
Announcement – MTN Uganda Limited 15
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
place in order to participate insuch offer and ultimately receive and hold shares in the Company, including any exchange control
approvals pursuant to the South African Exchange Control Regulations, 1961, promulgated under the Currency and Exchange s Act,
1933 and the policies and directives of the Financial Surveillance Department of the South African Reserve Bank. By participating in
any offer (if made), South African Qualifying investors will be deemedto have warranted that this is the case.
This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not RelevantPersons, and (ii) in
any member state of the EEA, by persons who are not Qualified Investors, and (iii) in South Africa, bypersonswho arenot SouthAfrican
Qualifying Investors. Any investment or investment activity to whichthis announcement relates is available only to: (i) in the United
Kingdom, RelevantPersons; and (ii) in anymemberstate of the EEA, Qualified Investors, and will be engaged in only with such persons.
This document contains statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking
statementsinvolve known and unknown risks and uncertainties, many ofwhich are beyond theCompany’s control and all of which are
based on the Directors’ current beliefs and expectations about future events. In some cases, these forward-looking statements can
be identified by the use of forward-looking terminology, including, without limitation, the terms “anticipates”, “believes”, “could”,
“envisages”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “should”, “will” or, in each case, their negative or other
variations orcomparable terminology. These forward-looking statements relate to matters that are not historical facts. Theyinclude
statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, among other
things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in
which MTN operates. By their nature, forward-looking statementsinvolve risks and uncertainties because they relate to events and
depend on circumstances that may or may notoccur in the future. Forward-looking statements are not guarantees of future
performance. The actual results, performance orachievementsofthe Companyordevelopmentsin the industry inwhich MTNoperates
may differmaterially from the future results, performance or achievements or industry developments expressed or impliedby the
forward-looking statements contained in this document.
These forward-looking statements and other statements contained in this document regarding matters that arenot historical facts
involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially
as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially
from the future resultsindicated, expressedor implied in such forward-looking statements.
Each of the Company, SBG Securities Uganda Limited, Crested Stocks and Securities Limited, Dyer and Blair Uganda Limited, Equity
Stockbrokers Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited and their respective affiliates, expressly
disclaims any obligation or undertaking to update, review or revise anyforward-looking statements contained in this announcement
and disclaims any obligation to update its view ofany risks or uncertainties described herein or to publicly announce the results of
any revisions to the forward- looking statements made in this announcement, whether as a result of new information, future
developments orotherwise, except as required by law.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of the numbers contained in thisannouncement may not conform
exactly with the total figure given.
The anticipated timetable for the potential Offer, including the publication of the Prospectus and/or the date ofListing, may be
influenced by a range of circumstances such as market conditions. There is no guarantee that aProspectus will be published or that
Listingwill occur.Acquiring investmentsto which this announcementrelatesmay expose an investor to a significant risk of losing all or
part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in
advising on such investments.
This announcement does not constitute a recommendation concerning the potential Offer, the Listing or the Shares. The value of
Shares and the income from them is not guaranteed and can fall as well as rise due to stockmarket and currency movements. On any
sale of an investment an investor may get back less than he or she originally invested. Potential investorsshould consult a professional
adviser as to the suitability of the Shares forthe person concerned before making any investment decision. Past performance cannot
be relied upon as a guide to future performance.
None of SBG Securities Uganda Limited, Crested Stocks and Securities Limited and Dyer and Blair Uganda Limited, Equity Stockbrokers
Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited nor any oftheir respective affiliates, their respective directors,
officers or employees, advisers, agents or any other personaccepts any responsibility or liability whatsoever for the contents of, or
16 MTN Uganda Limited –Announcement
MTN Uganda Limited
Announcement of Intention to Publish a Prospectus
Sensitivity: Public
makes any representations or warranties,express orimplied, asto the accuracy, fairness or completeness ofthe information presented
or contained in thisannouncement (or whether any information has been omitted from this announcement) or any other information
relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual orelectronic form, and
howsoever transmitted or made available or for any loss howsoever arising from any use ofthis announcement or its contents or
otherwise arising in connection therewith. Accordingly, each of SBG Securities Uganda Limited, Crested Stocks and Securities Limited,
Dyer and Blair Uganda Limited, Equity Stockbrokers Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited, and their
respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expresslydisclaims,
to the fullest extent possible, any and all liability whatsoeverfor any loss howsoever arising from, orinreliance upon, the whole or any
part of the contents of this announcement, whether in tort, contract or otherwisewhich it might otherwise have in respect of this
announcement orits contents or otherwise arising in connection therewith.
Each of SBG Securities Uganda Limited, Crested Stocks and Securities Limited, Dyer and Blair Uganda Limited,Equity Stockbrokers
Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited is acting exclusivelyfor the Company and no-one else in
connection with the possible Offer and Listing. It will not regard any other person as its respective clients in relation to the possible
Offer and Listing and will not be responsible to anyoneotherthantheCompanyforprovidingtheprotections afforded to theirrespective
clients, nor for providing advicein relation to the possible Offer and Listing, the contents of this announcement or any transaction,
arrangementor other matter referred to herein.
SBG Securities Uganda Limited as Transaction Adviser and Lead Sponsoring Broker and Crested Stocks and Securities Limited and
Dyer and Blair Uganda Limited as Lead Retail Brokers and Equity Stockbrokers Uganda Limited and UAP-Old Mutual Financial Services
Uganda Limited as Selling Agents are licensed and regulated inUganda by the Capital Markets Authority of Uganda.
In connection with the potential Offer, each of SBG Securities Uganda Limited, Crested Stocks and Securities Limited, Dyer and Blair
Uganda Limited, Equity Stockbrokers Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited and any of their
respective affiliates, may take up a portion ofthe Shares as a principalposition and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Shares and othersecurities ofthe Company orrelated investmentsin connection
withtheOfferorotherwise.
Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, orsubscription, acquisition,placing or dealing by SBG Securities
Uganda Limited, Crested Stocks and Securities Limited, Dyer and Blair Uganda Limited, Equity Stockbrokers Uganda Limited and UAPOld Mutual Financial Services Uganda Limited and any of their respective affiliates acting in such capacity. In addition, SBG Securities
Uganda Limited, CrestedCapital Limited andDyerand BlairUganda Limited and any oftheirrespective affiliatesmay enterinto financing
arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time
acquire, hold or dispose of Shares.
None of SBG Securities Uganda Limited, Crested Stocks and Securities Limited, Dyer and Blair Uganda Limited,Equity Stockbrokers
Uganda Limited and UAP-Old Mutual Financial Services Uganda Limited nor any of their respective affiliates intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
For the avoidance of doubt, the contents of the Company’s website are not incorporated by reference into, anddo not form part of,
this announcement.
There will not be any stabilisation in respect of the Offer.