What Nigerian Investors Need To Know About Airtel IPO ~United Capital

Earlier, Airtel Africa Plc ("the Company") released the prospectus for a global Initial Public Offer (IPO) of ordinary shares worth $780mn (or N270.0bn). The expected price of the offer is set at a range of 80 pence and 100 pence/share or (£0.8-£1.0/share). The Company is expected to be admitted to the premium listing segment of the main board of the London Stock Exchange (LSE) at the end of the transaction. Additionally, a Nigerian offer of the issue is opened at an offer price expected to be between N363 and N454/share (technically a naira conversion of the pounds sterling expected price per share) which will be followed with a secondary market listing on The Nigerian Stock Exchange (NSE).

What Nigerian investors need to know about Airtel IPO:
* Airtel Africa is raising approximately $750mn from the global issue including proceeds from the Nigerian offer (this offer is 14.0% and 18.9% of the issued ordinary share capital, depending on the offer price.
* In addition, ordinary shares worth 10% of the total number of offer shares, may be made available by the Company pursuant to an over-allotment option described in the prospectus.
* The proceeds from the issue of the ordinary shares are proposed to be principally used for the deleveraging the Company’s balance sheet, particularly, to achieve a targeted leverage ratio of 2.5x.
* The Nigerian offer (or ‘The Offer’) will be offered in Nigeria through a ‘book-building’ exercise pursuant to Rules 320 to 323 of the Nigerian SEC Rules, to determine the issue price and the level of demand.
* The interested individual in the Nigerian offer will be deemed to have represented and agreed that it is either a ‘High Net Worth Investor (HNI)’ or a ‘Qualified Institutional Investor (QII)’ as such terms are defined in Rule 321 of the Nigerian SEC Rules.
* All ordinary shares subject to The Offer will be issued or sold at the offer price, which will be determined by the Company, following a book building process and in consultation with the Joint Global Co-ordinators.
* The price range stated above (between N363 - N454/share) is indicative only and may change in the course of The Offer or be set within, above or below the price range.
* A number of factors will be considered in determining The Offer price, share size and the basis of allocation. This will include the level and nature of the demand for The Offer during the book-building process and prevailing market conditions.
* The Nigerian Offer is not underwritten
* Application has been made to the Nigerian SEC for the registration of all of the ordinary shares to be issued in connection with The Offer and to the council of the NSE, to be listed and admitted to the official trading list of the NSE.
* There are no restrictions on the free transferability of the Nigerian Offer Shares.
* In relation to the Nigerian Offer and the listing on the NSE, Barclays Securities Nigeria Limited and Quantum Zenith Capital & Investments Limited have been appointed as Nigerian joint issuing houses. Greenwich Securities Limited and Chapel Hill Denham Advisory Limited have been appointed as Nigerian receiving agents.

Expected timetable of principal events for the Nigerian Offer

Event	Date
Announcement of the offer price, offer size, the publication of the pricing statement and allocation of ordinary shares	28-Jun-19
Allotment of new ordinary shares to the shareholders	29-Jun-19
Crediting of ordinary shares to accounts	3-Jul-19
Nigerian listing and start of unconditional dealings on the NSE	4-Jul-19

N.B: It should be noted that, if UK Admission does not occur or unsuccessful, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned. Temporary documents of title will not be issued. UK Admission shall not be conditional on Nigerian Admission, but the Nigerian Admission shall be conditional upon the UK Admission. There can be no assurance that Nigerian Admission will occur on the date indicated above or at all.