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Investor Presentation November 2015
Transcript
  • Investor Presentation November 2015

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    This presentation is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy shares

    in Global Telecom Holding (the "Company"). Further, it does not constitute a recommendation by the Company or any other party to

    sell or buy shares in the Company or any other securities. This presentation includes statements that are, or may be deemed to be,

    "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology,

    including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would",

    "could" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than

    statements of historical facts included in this presentation, including, without limitation, those regarding the Company’s strategic

    priorities and objectives and the anticipated benefits therefrom, exploration of various funding options to refinance the shareholder

    loan, and prospects are forward-looking statements. By their nature, such forward-looking statements involve known and unknown

    risks, uncertainties and other factors which may cause the actual results, financial condition, performance, liquidity, dividend policy or

    achievements of the Company, or industry results, to be materially different from any future results, performance or achievements

    expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions

    regarding the Company's present and future business strategies and the environment in which the Company will operate in the

    future. Important factors that could cause the Company's actual results, performance or achievements to differ materially from those

    in the forward-looking statements include, among others, the prices of the Company's products and services, the actions of

    competitors, the availability of credit, governmental regulation of the telecommunications industry in countries in which the Company

    operates, the effects of political uncertainty and economic conditions in the relevant areas in the world, the impact of foreign currency

    rates, taxation and unforeseen litigation. Forward-looking statements should, therefore, be construed in light of such factors and

    undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of

    this presentation. The Company expressly disclaims any obligation or undertaking (except as required by applicable law or

    regulatory obligation including under the rules of the Egyptian Exchange and the UK Listing Rules and the Disclosure and

    Transparency Rules of the Financial Conduct Authority), to release publicly any updates or revisions to any forward-looking

    statement, whether as a result of new information, future events or otherwise.

    2

    Disclaimer

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Algeria52%Pakistan

    30%

    Bangladesh18%

    Algeria68%

    Pakistan19%

    Bangladesh13%

    1. Population figures are provided by CIA – The World Factbook2. Based on consolidated mobile customers as at June 30, 2015; excluding Zimbabwe as signed for sale3. Operating free cash flow defined as EBITDA – Capex (excluding licenses)4. % contribution calculated excluding HQ costs and other adjustmentsNote: All financials exclude Zimbabwe as it’s held for sale

    Pakistan

    Population 196m

    Mobile Penetration 77% (real 59%)

    # of customers 35.2m

    Market share 29%

    Bangladesh

    Population 160m

    Mobile Penetration 80%

    # of customers 32.3m

    Market share 25%

    Zimbabwe

    Population 14m

    # of customers 2.0m

    (Signed for sale)

    Algeria

    Population 39m

    Mobile Penetration 110%

    # of customers 16.9m

    Market share 43%

    409M population coverage1

    84M mobile customers (excluding Zimbabwe)2Algeria

    46%

    Pakistan34%

    Bangladesh20%

    USD 2.9Bn

    USD 1.3Bn

    Revenue (LTM) 4

    EBITDA (LTM) 4

    OpFCF (LTM)3,4

    USD 0.6Bn

    GTH – a leading mobile operator in attractive emerging markets

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Algeria: Djezzy remains a profitable market leader with significant mobile data potential and lowpenetration of broadband technologies

    Pakistan: Mobilink leads the market and has great potential for revenue growth through mobile data, MFS and VAS

    Bangladesh:Banglalink is a leading operator with strong focus on increasing value share in a rapidly large and growing market with relatively low penetration level

    Market Position

    4

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Strong margins versus global peers

    EBITDA Margin (FY14)

    WE Telecos with CIS CEE Exposure (FY 2014)

    Emerging Market (FY 2014)

    LTM Q3’15 FY 2014

    Source: Company filings

    43% 44%48% 47%

    39%

    33% 32% 36% 34%

    28%

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    60

    298

    398

    Bangladesh Pakistan Algeria

    53%

    75%

    85%

    Pakistan Bangladesh Algeria

    7%

    43%44%

    Algeria Bangladesh Pakistan

    Mobile Data Penetration2 (%) Data Usage (MB / User)Mobile Penetration1 (%)

    Western Europe

    Avg: 133%

    Western Europe

    Avg: 66%

    Significant upside in terms of mobile penetration & data usage

    Notes

    1. Mobile penetration is for the market, based on sim cards number. Sources: Analysys Mason Research, Pakistan Telecommunications Authority, Bangladesh Telecommunications Authority (2014)

    2. Based on Company estimates 2Q’15, where mobile data penetration = data users (number of SIM cards with data subscribed tariff plans) / mobile customers

    6

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Leading mobile operator with diversified footprint in attractive emerging markets

    Pakistan BangladeshAlgeria

    Market share1 Market share2 Market share2

    43.0%

    30.0%

    27.0%Djezzy

    Ooredoo

    ATM

    29.1%

    27.4%

    15.5%

    19.3%

    8.7% Mobilink

    Telenor

    Ufone

    Zong

    Warid

    41.8%

    25.4%

    21.6%

    6.9%

    4.2%

    Grameenphone

    Banglalink

    Robi

    Airtel

    Other

    • Djezzy is the market leader in Algeria with the best customer experience

    • Transformation program started in 2Q15 with organizational restructuring, new CEO on board and successful 3G launch

    • Mobilink holds the number 1 market position in Pakistan

    • Combination with Warid to further strengthen market position and create best in class network

    • Banglalink holds the number two market position since 2007

    • The Company is upgrading its network with an aim to capture the higher value customers

    1 Market share as of Q4 20142 Market share as of Q2 2015

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    8

    GTH focuses on the following six strategic priorities

    1

    Performancetransformation• Transformation of cost base• Increased Capex efficiency• WC reduction

    Digitalleadership:• MFS• Big Data• OTT partnerships

    New revenuestreams:• Data growth• B2B focus

    Portfoliorationalizationand consolidation• Asset-light network model• Disposal of non-core assets

    World classoperations• NPS leadership• Best in class team

    Structuralimprovements• Algeria turnaround• Optimize capital structure

    3

    2

    6

    4

    5

    Expectedsustainable increase incash flow of

    USD 250 million1

    per annumby year 3

    ¹ Is part of the VimpelCom Group target of USD 750 million

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    3Q15 – data driving future growth

    36.0 35.9 33.5 34.5 34.4 33.729.8 32.0 33.1

    17.0 17.6 17.4 17.1 17.6 17.7 17.1 17.1 16.9

    3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    26.725.7 26.0

    26.3 24.2 25.5 24.0 24.9 24.5

    37.4 37.6 38.2 38.8 38.7 38.5 38.2

    33.435.2

    3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    10.0 10.010.2 10.9

    11.0 11.3 11.3 11.6 11.8

    28.128.8

    29.4 29.830.2

    30.831.8 32.0 32.3

    3Q13 4Q14 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    • Revenue declined only 2% YoYmainly due to the positive change in interconnection rates.

    • In the 3Q15 customer base declined due to the price competition and the gap in the 3G roll-out.

    • Mobilink recorded a revenue growth of 6% YoY, the first positive growth in two years. The increase was due to data revenue growth of 78% YoY and higher MFS revenue.

    • In the 3Q15 revenue grew 8% YoYdriven by an 8% YoY growth in the customer base to 32 million.

    • Banglalink maintained its leading position in NPS in the market.

    In LC billions, if not stated otherwise

    Bangladesh Revenue and Customers

    Algeria Revenue and Customers

    Pakistan Revenue and Customers

    9

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Bangladesh EBITDA & EBITDA Margin

    3Q15 – focus on cost efficiency

    Algeria EBITDA & EBITDA Margin

    Pakistan EBITDA & EBITDA Margin

    21.0 21.019.0 18.8

    18.1 16.8 15.717.2

    18.3

    57.2% 58.3% 57.6%54.5%

    52.5%49.8%

    52.3%53.4%54.8%

    3Q13 4Q14 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    11.5 9.6 10.010.2 8.5

    10.110.4

    10.8 10.6

    43.1%

    37.2%39.5% 38.9%

    34.9%

    41.5% 41.5% 41.3% 41.0%

    3Q13 4Q14 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    3.63.4

    4.0 4.24.4

    4.64.6

    4.9 5.3

    36.3%33.7%

    37.4% 38.2%39.7% 40.8% 40.6%

    41.9% 44.7%

    3Q13 4Q14 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

    • EBITDA increased 1% YoY to DZD 18.3 billion due to the favorable change in interconnect rates along with savings in structural OPEX.

    • EBITDA margin remained strong at 54.8%.

    • The EBITDA margin increased 6 percentage points YoY to 41%, as a result of the revenue growth and cost efficiency initiatives, mainly in procurement and utilities.

    • EBITDA increased 22% YoY with EBITDA margin increasing 5.0pp YoY to 44.7%. EBITDA margin, excluding one-offs¹, increased 3.8 pp to 43.5% driven by the revenue increase and OPEX control initiatives.

    In LC billions, if not stated otherwise

    10¹ One-offs were mainly related to reversal of certain provisions on the handsets and utility costs

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Algeria: transformation program starting to deliver

    11

    18.1 17.2 18.3

    52.5% 49.8% 54.8%

    3Q14 2Q15 3Q15

    33.9 32.0 33.1

    3Q14 2Q15 3Q15

    17.616.9

    3Q14 3Q15

    6.8

    3.420%

    15%

    3Q14 3Q15

    -4% YoY

    DZD BILLION, UNLESS STATED OTHERWISE

    Service revenue Mobile customers (million)

    EBITDA andEBITDA margin

    CAPEX excl. licenses and LTM CAPEX/revenue

    -2% YoY

    -50% YoY+1% YoY

    • Service revenue positively impacted in 3Q15 by change in interconnect rates (+2%); underlying decline was 4%

    • EBITDA Margin increased YoY mainly due to favorable change in interconnect rates

    • Data revenue doubled YoY, with QoQ growth at 20%

    • CAPEX decreased YoY because of the higher spending in 2014 due to start of the 3G roll out

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    • Mobilink has retained its market position in 3Q15

    • Strong YoY data revenue increase of 78% and MFS revenue increase of 61%. MFS represents 2.7% of service revenue

    • Successfully growing EBITDA margin through performance transformation initiatives

    • Widest 3G coverage and first operator to launch in 200 cities

    • CAPEX decreased YoY due to the completion of modernization program finished at the end of 2014

    Pakistan: revenue and EBITDA YoY growth

    12

    9.9

    6.735%26%

    3Q14 3Q15

    23.1 24.9 24.5

    3Q14 2Q15 3Q15

    8.5

    10.8 10.6

    34.9%

    41.3% 41.0%

    3Q14 2Q15 3Q15

    38.7 35.2

    3Q14 3Q15

    -33% YoY

    -9% YoY

    +26% YoY

    PKR BILLION, UNLESS STATED OTHERWISE

    Service revenue Mobile customers1(million)

    EBITDA andEBITDA margin

    CAPEX excl. licenses and LTM CAPEX/revenue

    1 In 1H2015 as a result of SIM re-verification 5.6 million customers blocked

    +6% YoY

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Bangladesh: continued strong performance

    13

    3.9 3.8

    39%

    25%

    3Q14 3Q15

    29.832.3

    3Q14 3Q15

    4.44.9 5.3

    39.7% 41.9%44.7%

    3Q14 2Q15 3Q15

    10.9 11.611.8

    3Q14 2Q15 3Q15

    -2% YoY

    +8% YoY

    BDT BILLION, UNLESS STATED OTHERWISE

    Service revenue

    EBITDA andEBITDA margin

    CAPEX excl. licenses and LTM CAPEX/revenue

    Mobile customers (million)

    +8% YoY

    +22% YoY

    • Continued lead in NPS

    • Sustained strong growth in data revenue of 82% YoY

    • Continued improvement in underlying EBITDA margin to 43.5%; one-offs were mainly related to reversal of certain provisions on handsets and utility costs

    • Expanding 3G coverage (currently at 31% of population)

  • Strengthening our leadership position in Pakistan

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Disclaimer

    This presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Actof 1995. Forward-looking statements are statements that are not historical facts, and include statements regarding among otherthings, the expected timing of completion of the transaction, the expected final ownership stake that the Dhabi Groupshareholders would acquire at completion; the expected benefits of the transaction, including synergies and networkimprovements; the expected level of network improvements and investments (including in 4G/LTE), and the expected timing ofdividends. Any statement in this presentation that expresses or implies VimpelCom’s or GTH’s intentions, beliefs, expectationsor predictions (and the assumptions underlying them) is a forward-looking statement. Forward-looking statements involveinherent risks, uncertainties and assumptions, including, without limitation, the possibility that: the conditions to completionwill not be satisfied or waived or that the requisite regulatory approvals will not be obtained or will be obtained on terms notacceptable to the parties to the transaction; the expected benefits of the transaction may not materialize as expected or at all,due to, among other things, the parties’ inability to successfully implement integration strategies or otherwise realize thesynergies anticipated; the businesses of either or both of Mobilink or Warid may not perform as expected prior to or followingcompletion of the transaction due to uncertainty or other market factors; and other risks and uncertainties beyond the parties’control may materialize. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differmaterially from those expressed or implied by such forward-looking statements and assumptions. Certain other risks that couldcause actual results to differ materially from those discussed in any forward-looking statements include the risk factorsdescribed in VimpelCom’s Annual Report on Form 20-F for the year ended December 31, 2014, and other public filings made bythe VimpelCom with the U.S. Securities and Exchange Commission. The forward-looking statements contained in thispresentation are made as of the date hereof, and VimpelCom and GTH expressly disclaim any obligation to update or correctany forward-looking statements made herein due to the occurrence of events after the issuance of this presentation.

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Delivering on

    strategy

    1

    Performancetransformation

    Digitalleadership

    New revenuestreams

    World classoperations

    Structuralimprovements

    3

    2

    6

    5

    Portfoliorationalizationand consolidation

    4

    In-market consolidation in Pakistan –executing on strategy

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Strengthening leadership position in Pakistan• Largest combined footprint and customer base of 45

    million

    • Largest network, with best quality and leading in high-speed data with almost 5,000 3G and 4G/LTE sites

    • Delivering innovative, best-in-class mobile financial services to consumer, SME and corporate customers

    • A superior customer experience through best-in-class service quality and focus on digital innovation

    Value creation• USD 115 million annual run-rate cost synergies, 90%

    expected by third year post-closing; in excess of USD 500 million NPV cost synergies expected, net of integration costs

    • Distributions projected within the first two years post-closing

    • Leverage: Mobilink 1.8x Net debt/EBITDA at signing

    • Pro forma revenue and EBITDA margin of USD 1.4 billion and above 40% respectively

    Clear corporate governance• VIP/GTH, through PMCL Mobilink, acquires 100% of the

    shares of Warid Telecom in exchange for the Dhabi Group shareholders receiving approximately 15% of the shares of PMCL Mobilink

    • Substantive shareholder agreement to govern relationship between parties

    • MergeCo management team led by Jeffrey Hedberg (CEO of Mobilink) and Andrew Kemp (CFO of Mobilink)

    • Board consisting of 7 directors (6 nominated by VIP/GTH, 1 by the Dhabi Group shareholders)

    • 4-year lock-in period, after which VIP/GTH has a right to acquire 100%

    Investment and innovation• Enlarged and improved mobile network with over 80%

    population coverage (2G)

    • Accelerated roll-out of 3G and 4G/LTE services

    • Digital & MFS leader: Providing Warid customers with Mobilink MFS products

    Mobilink and Warid to merge, strengthening leadership position in Pakistan

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Transaction rationale

    Best-in-class mobile

    network

    New revenueopportunities

    Costsynergies

    Superiorcustomer

    experience

    A leading operator in Pakistan telecom market

    + -

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    A leading operator in the Pakistan telecoms market

    Marketposition

    A leading mobile operator(Mobile customer market share1)

    38%

    27%

    19%16%

    Mobilink +

    Warid

    Telenor Zong Ufone

    Network

    Scale

    29%

    27%

    16%

    19%

    9%

    2011 2012 2013 2014 3Q15Mobilink Telenor Ufone Zong Warid

    Notes:1 As of September 20152 after decommissioning

    3.6k

    3.6k

    1.0k

    1.0k

    3G

    (Mobilink)

    4G/LTE

    (Warid)

    Data networks

    (combined)

    4G/LTE

    3G

    Largest tower portfolio

    # of towers

    c.8kc.9-10k

    c.5k

    Mobilink Warid pro forma

    Mobilink holds the number 1 market position(Market share1 based on customers)

    Wide high-speed data networks

    # of high-speed stations

    2

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Superior customer experience

    • To become #1 in NPS ranking, leveraging from the current solid position:

    ► Mobilink #2

    ► Warid #1

    • Best coverage of over 80% population by 2G

    • High quality of customer services

    • Simple and transparent pricing

    • Enhanced service delivery through digital platform

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    New revenue opportunities

    Digital & MFS leader:

    • Mobilink the fastest growing MFS player in the market

    ► Mobilink MFS revenue 2.7% of total

    ► 2.5 million Mobilink MFS customers

    • Providing Warid customers with access to our full range of MFS services including Mobicash

    • Expanded MFS portfolio including:

    ► Money transfer

    ► Bill and loan payments

    ► Mobicash ATM Card

    ► Corporate solutions, etc.

    Owning and winning in the High Value and the B2B segments:

    • Leading position in high-value and postpaid customers

    • Serve corporates with full enterprise solution and M2M

    +

    http://mobicash.com.pk/http://mobicash.com.pk/

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Best-in-class mobile network

    • Our plan is to enhance network capacity and quality of service

    • Targeted network investments in quality and coverage

    • Network consolidation through migration of customers and integration of network elements

    • Decommissioning of overlapping sites within two years of closing

    • Accelerated expansion of 4G/LTE services

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Identified cost synergies - total run-rate of USD 115 mln1

    1 After tax, NPV from synergies after integration costs2 Assumes legal merger completed

    More than USD 500 million NPV from synergies1, 90% expected by third year post-closingEPS accretive from the third year post-closing2

    Market facing& customeroperations

    • Integrated customer service

    • Efficient channel and distribution model

    Network & IT• Site decommissioning

    • Common IT platforms

    SG&A• Scale impact

    • Optimized organizational structure

    Synergies run rate

    (USD million)

    115

    OPEX c. 75%

    c. 25%Capex

    -

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Enhanced profitability and cash generation

    Notes:1 Including run-rate Opex synergies only2 Defined as EBITDA – Capex (excl. licenses)3 Including run-rate Opex and Capex synergies

    Revenueand EBITDA

    OpCF2

    and Debt

    An operator with USD 1.4bn revenue(USD mln, LTM Sept 2015)

    EBITDA margin of 42%(USD mln, LTM Sept 2015 and % margin)

    1,009

    357 1,366

    Mobilink Warid pro forma

    483569

    MergeCo pro forma

    35%42%7pp

    1

    Mobilink Warid Run-rate synergies

    175

    290

    MergeCo pro forma

    Operating Cash Flows(USD mln, LTM Sept 2015)

    850

    470

    380

    pro forma

    Warid

    Mobilink

    Net Debt position(USD mln, Sept 2015)

    3 Limited impact on VIP Group leverage (+0.1x)acceptable impact on GTH Group leverage

    (+0.3x)

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Key transaction terms

    • VIP/GTH, though PMCL Mobilink, acquires 100% of the shares of Warid Telecom in exchange for the Dhabi Group shareholders receiving approximately 15% of the shares of PMCL Mobilink

    • No cash contributions expected from VimpelCom/GTH or the Dhabi Group shareholders

    • Conditional on fulfilment of various conditions; no break up fees

    • VimpelCom/GTH will consolidate MergeCo

    • Distribution policy will be at the discretion of VimpelCom/GTH; distributions expected within the first two years post-closing

    • If the MergeCo’s tower assets are sold within four years post closing, the Dhabi Group shareholders will get an additional stake based on a pre-agreed formula

    Key terms

    • The Board of MergeCo will be composed of 7 directors of which 6 will be nominated by VimpelCom/GTH; resolutions of the Board shall in general be decided by majority, except for certain limited reserved matters

    • MergeCo is managed by:

    ► Jeffrey Hedberg – Mobilink CEO

    ► Andrew Kemp – Mobilink CFO

    Governance

    • Expected closing of the share acquisition within next 6 months, subject to receiving required approvals

    • The transaction is subject to approvals of Competition Commission of Pakistan, the Pakistan Telecommunication Authority, the State Bank of Pakistan and the Securities and Exchange Commission of Pakistan

    Key dates

    and approvals

    • 4-year lock-in period, after which VimpelCom/GTH secured possibility to acquire 100%:

    ► The Dhabi Group shareholders can put shares of MergeCo to VimpelCom/GTH at fair market value

    ► VimpelCom/GTH can call shares of MergeCo at fair market value

    Termination

    and Exit

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Transaction structure

    Step 1 – share acquisition

    51.9%

    GTH

    Warid Telecom

    VimpelCom

    Closing 6 months after announcement

    PMCLMobilink

    Dhabi Group shareholders

    ~85%

    ~15%

    100%

    Step 2 – legal merger

    51.9%

    GTH

    VimpelCom

    Merger 6 months after closing

    PMCLMobilink

    Dhabi Group shareholders

    ~85%

    ~15%

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    Summary

    In-market optimization

    Pakistan transaction: yet another step in strategy execution

    September 2014

    October 2014

    January2015

    March 2015

    August 2015

    November 2015

    Portfolio rationalization

    WIND Canada disposal

    Telecel Globe Limited CAR and Burundi

    disposal

    Italy tower saleZimbabwe disposal

    Algeria transaction

    Italy JVPakistan

    transaction

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    VimpelCom/GTH accounting implications

    Upon closing of the share acquisition

    • The acquisition of Warid will be accounted for as a business combination under IFRS

    • The fair value of Warid’s assets and liabilities will be taken over into the VimpelCom/GTH consolidated balance sheet as of the date of closing

    • The difference between the fair valued net asset of Warid taken up in the VimpelCom/GTH consolidated balance sheet and the fair value of consideration paid for Warid (including contingent consideration) will result in goodwill

    ► Goodwill is not amortized but an annual impairment test is performed

    ► Contingent consideration (i.e. tower earn-out) will be recorded as a liability at fair value on the closing date with any subsequent value changes recorded directly in the consolidated income statement

    • The put option granted to the seller will be accounted for as a liability on the VimpelCom/GTH consolidated balance sheet at the net present value of the future expected cash outflow to buy out the minority shares in Mobilink

  • Appendix

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    30

    3Q15 Financial highlights

    Service revenue(USD million)

    710

    46.4338

    +2% organic1 YoY

    - 13% reported YoY

    +4.4p.p. YoY+-

    10% organic YoY4% reported YoY

    84.4

    Mobile customers(million)

    EBITDA margin(%)

    EBITDA (USD million)

    - 2.1 million YoY

    • Service revenue organic increase 2% YoY due to:► Revenue YoY trend recovery in

    Pakistan► Continued strong growth in

    Bangladesh► Offset by decline in Algeria due to

    gap in 3G rollout and increased competition

    • EBITDA organic increase of 10% due to:► Revenue increase► Cost efficiency initiatives

    • Continued strong EBITDA margin of 44.3%

    • Mobile data growth 94% YoY in 3Q15

    • Mobile customers decreased mainly due to impact of regulation in Pakistan, requiring operators to block unverified SIMs in 1H15; excluding this mobile customers increased by 3.5 million YoY

    1 Revenue organic growth are non-GAAP financial measures that exclude the effect of foreign currency translation and certain items such as liquidations and disposals

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    31

    3Q15 Income Statement

    • Organic increase of 10% YoY

    • Substantially decreased due to repayment of shareholder loan to VimpelCom

    • Improvements in FOREX due to change of functional currency from EGP to USD

    • Income tax decreased as in 3Q14 the Company recorded tax charges related to Algeria transaction

    • Minority interest increased due to sale of 51% in OTA in Algeria

    USD million 3Q15 3Q14 Change

    Revenue 730 839 -13%

    EBITDA 338 353 -4%

    Depreciation and amortization (209) (156) 34%

    Gains/(losses) on sold PP&E and impairments (7) (49) 85%

    Operating income 122 148 -17%

    Net financial expenses and income (64) (179) -64%

    Foreign exchange gain / (loss) (16) (32) -48%

    Profit/(loss) before tax 42 (63) -166%

    Income tax (28) (94) -70%

    Profit/(loss) for the period 13 (157) n.m.

    Minority interest 46 4 n.m.

    Net income/(loss) attributable to shareholders (32) (161) -80%

    • Accelerated depreciation due to network swap in Pakistan

    • 3Q14 mainly relate to impairment of Telecel Globe

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    32

    Debt by entity

    Outstanding debt (USD million) Type of debt

    Entity Loans Bonds Other Total

    GTH Holding 1,030 11 1,040

    Pakistan 316 79 2 396

    Banglalink 124 300 15 439

    Algeria 518 - 0 518

    Total at principal amount 1,987 379 28 2,394

    Interest accrued & arrangement fees 119 3 122

    Total gross debt 2,106 382 28 2,516

    1.5x

    -

    stable QoQ0.1x YoY

    Net debt / underlying1 LTM EBITDA

    2.0x

    -

    stable QoQ1.5x YoY

    Gross debt / underlying1 LTM EBITDA

    1 Underlying EBITDA excludes Algeria transaction

    As at 30 September 2015

  • Investor Presentation © Global Telecom Holding S.A.E. 2015

    For your inquiries, please contact:

    Ola TayelInvestor Relations Manager

    E: [email protected]: +202 2461 5120F: +202 2461 5055/54W: www.gtelecom.com

    33

    Contacts

    mailto:[email protected]://www.gtelecom.com/

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