Helios Towers Plc · LSE:HTWS

Helios Towers — Merger or Acquisition (May 2021)

15 slides from Helios Towers's merger presentation, May 11, 2021

  1. Slide 1: Omantel TowerCo Acquisition

    Omantel TowerCo Acquisition

  2. Slide 2: Helios Towers team today

    Helios Towers team today Tom Greenwood Kash Pandya Manjit Dhillon Chief Operating Chief Executive Chief Financial Officer Officer Officer Helios Towers plc 2

  3. Slide 3: Summary

    Summary • Acquisition of c.3k sites from Omantel, supporting entry into one of the fastest growing markets in the Middle-East region • Another transformational transaction that takes pro forma Group tower count to c.15k – doubling since IPO in 2019 and exceeding our (1) 2025 vision targets well in a

  4. Slide 4: A transformational period for the Group

    A transformational period for the Group Announced six transactions in six new markets over the last 18 months, which together with c.1k committed BTS, increases site count to c.15k sites Senegal Oman Consideration (US$m): 194 Consideration (US$m): 575 EV (US$m)(2): 210 EV (US$m)(2): 615 Y1 EBITDA (U

  5. Slide 5: Achieving our 5-year vision, well-ahead of plan

    Achieving our 5-year vision, well-ahead of plan Markets Overview ✓ Target Achieved • Upon closing and together with the other announced 11 acquisition agreements(1), the acquisition of Omantel’s 10 tower portfolio allows us to achieve our vision, laid out 8+ during our IPO in 2019, of 12,000+ sites

  6. Slide 6: Transaction overview

    Transaction overview Signed agreement to acquire passive infrastructure assets, representing 2,890 sites, from Omantel for an upfront cash consideration of $575m. Represents an enterprise value of TRANSACTION $615m including the Group’s estimate of transaction costs and capitalised ground leases of

  7. Slide 7: Oman aligns to our target market criteria

    Oman aligns to our target market criteria Helios Towers Acquisition Criteria Omantel Tower Portfolio Acquisition Emerging market ✓ 3% GDP CAGR forecast (2020 – 2026) Population of >10m - Population of 5m with 2% annual growth forecast to 2026 3 Operators Omantel and Ooredoo, with Vodafone partner 3+

  8. Slide 8: Middle-East is a natural extension of Africa, with strong macro dynamics

    Middle-East is a natural extension of Africa, with strong macro dynamics and multiple Tier 1 MNOs Africa Middle-East Population (m) 1,341 444 Population growth % 86% 40% (2020–50E) $ GDP per Capita ($) 1,706 8,541 $ GDP per Capita CAGR (2020–25) 8% 6% Unique subscriber penetration 49% 68% Subs growt

  9. Slide 9: Portfolio and market characteristics

    Portfolio and market characteristics Largest portfolio of telecom sites in Oman with attractive mobile market dynamics through anticipated Vodafone entry in 2021 Asset characteristics Market Overview Sites and Operator market tenancy ratio share 2,890 sites 43% 44% 1.2x tenancy ratio Rating (Moody’s

  10. Slide 10: Successfully executing growth strategy

    Successfully executing growth strategy Pro forma characteristics HT presence Pro Forma FY 2020 Acquisitions(1) Executive HQ Dubai Markets 5 11 Chad 13,693 Senegal Oman Sites 7,356 (14,708 incl. committed BTS) Ghana Revenues DRC 414 600 Congo B ($m) Gabon Adj. EBITDA 227 313 Tanzania ($m) EBITDA % $/

  11. Slide 11: Helios Towers pro forma characteristics

    Helios Towers pro forma characteristics Sites Revenues ($m)(1) Adjusted EBITDA ($m)(1,2) 13,693 day 1 / 7,356 414 c.600 227 c.313 14,708 incl. committed BTS +100% 1,015 +45% +38% 59 40 2,890 715 89 89 27 27 1 1 19 19 3 3 38 38 1 2,227 2,227 3 13 13 13 27 27 27 27 27 27 1,220 1,220 43 43 43 236 236 2

  12. Slide 12: Strengthened business through increase in hard-currency EBITDA and customer diversification

    Strengthened business through increase in hard-currency EBITDA and customer diversification across Tier 1 MNOs FY 20 (incl. Senegal + Airtel acquisitions) FY 20 pro forma Vodacom 11% 10% 19% Airtel 21% 22% 4% 10% Tigo 7% 4% REVENUE BY Orange 6% Free CUSTOMER 11% 28% 10% MTN 31% 14% Omantel 13% Other

  13. Slide 13: Q&A

    Q&A KY peur MA ‘ % % % LN BAY AY & x % x

  14. Slide 14: Economy

    Economy Inflation GDP per Capita ($) Population Urban Population(1) 5m 85% 3.8% 16,858 16,744 16,627 16,529 16,484 16,212 2.8% 2.4% 14,216 1.0% 0.9% Unemployment rate Literacy rate(1) 5% 96% 0.1% 2019 2020 2021 2022 2023 2024 2025 2019 2020 2021 2022 2023 2024 2025 -0.9% Population Growth GDP Growth

  15. Slide 15: Disclaimer

    Disclaimer This presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire or dispose of securities in Helios Towers plc (the "Company") or any other member of the Helios Towers group

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