SALIENT FEATURES

The information set out in this Salient Features section of the Prospectus is not intended to be comprehensive. To gain a more extensive understanding of the subject matter and information of the IPO, this Prospectus should be read in its entirety.

    1. NATURE OF THE BUSINESS

      Airtel Malawi Plc (“Airtel” or the “Company”) of P.O. Box 57, Lilongwe, Malawi is a public limited liability company incorporated under the Act and licensed under the Communications Act 2016 to operate as a mobile telecommunications service provider in Malawi. Airtel was incorporated on 3rd September 1998 as a private limited company and re- registered as a public company on 18th November, 2019. Airtel provides mobile telecommunication services (GSM Mobile cellular telephone services) including voice telephony, messaging, data communications (including internet), international and national long-distance telecommunications services and “value-added services”. Airtel has offered mobile telecommunications services since it was awarded a licence in 1999.

    2. PURPOSE OF THE OFFER AND LISTING

      The Offer will enable the Company to comply with Section 35 of the Communications Act of 2016, Regulation 26 (2) of the Communications (Telecommunications and Broadcasting Licensing) Regulations of 2016 and Clause 42.2 of the Company’s operating licence, which requires the Company to have 20% local Malawian shareholding. Through this Offer, the Company demonstrates its commitment to contribute to the growth and development of Malawi and envisages that Malawians will be encouraged to share in the growth of Airtel and participate in Malawi’s Capital Markets.

      The Company believes that the Offer may also:

      • improve the Company’s access to capital markets, thereby strengthening its ability to successfully execute its strategy;
      • further enhance the Company’s profile with its various stakeholders; and
      • create liquidity for existing and new Shareholders on the MSE.
    3. THE OFFER

      The Offer comprises an initial public offer (IPO) for shares. Airtel’s Shareholders are offering 1,650,000,000 shares for sale with an additional 550,000,000 shares through an Over-allotment Option upon the terms and conditions set out in this Prospectus and the Application Form.

      All the Offer Shares will rank pari passu in all respects with the shares in issue as at the date hereof.

    4. OFFER SUMMARY

    5. USE OF PROCEEDS

      The sale of 2,200,000,000 ordinary shares at MWK12.69 each will raise MWK27.92bn before expenses. Proceeds from the Offer after IPO expenses will be paid to the major Shareholder.

    6. KEY INVESTMENT HIGHLIGHTS

      The Offer presents a unique opportunity for investors, including customers of the Company, to share in the Company’s growth prospects.

      The following are key investment highlights:

      1. Airtel is the leading mobile telecommunications operator in Malawi
        • Since overtaking its main competitor in 2005, Airtel has maintained its top market leader position based on share of subscribers. As at December 2018, the company had over 4.02 million subscribers and a market share of approximately 54.1%;
        • In 2018, Airtel was named the “Most Popular Brand” in Malawi by Milward Brown a global leader in brand strategy consulting, advertising development and brand equity research;
        • Airtel’s infrastructure provides mobile coverage to about 85% of the population and is available in all main towns and their surrounding areas, as well as an increasing number of villages and rural locations;
        • It has the widest 3G and 4G networks. As of 30th September 2019, 754 of Airtel’s 758 sites had 4G LTE.
      2. The company has a demonstrable track record of strong operational performance, ensuring it remains a market leader
        • Airtel is a consistent leader in innovation and product diversification:
          – First telecommunications operator to provide mobile data services and mobile wallet services in Malawi;
          – Introduction of innovative products such as “Per second billing”, “BlackBerry”, “Mobile top up”, “location-based charging”, “One Network”, “Please Call Me”, “Me2U”, and “Bundles”
        • Through the continuous investment in its infrastructure, Airtel has demonstrated an ability and capability to execute on often complex rollouts across the country;
        • Airtel leverages off its affiliate company, Airtel Mobile Commerce Limited which offers Airtel Money services. Airtel Money is the preferred mobile money services provider with the widest agent network of 17,000 active agents; and
        • The Company has achieved strong growth in data revenue
          – Year on year growth of 40% as at December 2018 in data revenue; and
          – Over 910,000 30-day active data users as of 31 December 2018.
      3. Attractive Growth Prospects in Malawi’s Telecommunication Industry
        • Malawi’s mobile and data penetration rates are well below those of Africa, providing a potential opportunity of growth for Airtel:
          – At 42.3%, Malawi’s penetration rate is significantly lower than the African mobile penetration rate of 83.13% as at December 2018;-Africa’s mobile penetration rate is expected to grow to 89.7% by December 2019;
          – It is estimated that mobile subscribers in Malawi will grow at an annual growth rate of 4% to reach 9.9 million in 2023 achieving an estimated 45.1% penetration rate;
          – High mobile data prospects with only 19.65% penetration in Malawi as at December 2018 and expected growth to 23.41% by December 2019;
          – The Africa average for mobile data penetration is currently at 38.82%, and expected to grow to 45.60% by December 2019.
        • Malawi has a burgeoning population below the age of 25 years which is approximately 65% of the population. Combined with the proliferation of smartphones and smartphone needs, this will likely drive an increased demand for data products; and
        • There is still spectrum available since Malawi has about 431.6 megahertz (Mhz) of unallocated spectrum in the bands for 600Mhz, 700Mhz, 800Mhz, 900Mhz, 1800Mhz, 2100Mhz and 2300Mhz. These unallocated spectra once released, would potentially allow mobile broadband penetration to grow a help Airtel improve its network experience.
      4. Airtel is well positioned to benefit from the growth of Malawi’s Telecommunications Industry
        • Airtel’s key growth drivers are investment in its 4G network, wireless broadband and enterprise offering which will offer a better network experience for subscribers;
        • Airtel has invested extensively in advanced communication infrastructure. Through its innovative offerings and an experienced management team it has grown to offer improved voice, data and digital services to its customers. This has ensured that the Company is well positioned to benefit from the potential future growth of the industry; and
        • As part of the Airtel Group of Companies – a leading telecoms operator in Asia and Africa that operates in 18 countries –Airtel has access to leading technical and operational expertise and is thereby able to offer technologies and services at global standards that provide Malawians with an easy and dependable way to connect to the world.
      5. Compelling Financial Performance
        * Forecast
        ** Loss arising from a one-time foreign exchange loss of MWK19bn due to revaluation of unpaid balances and interest thereon that Malawi Towers
        Limited, owed Airtel on sale of towers in 2014. In 1H 2019, Airtel incurred a MWK4bn foreign exchange loss on USD loans due the depreciation of
        the MWK.

        • An attractive return profile with a 2018 revenue growth of 9.4% year on year;
        • Strong earnings with EBITDA of MWK37 billion representing an 18% growth from December 2017 to December 2018 and an EBITDA margin of 43.9%. A strong earnings outlook with EBITDA margins moving towards 47.0% in 2020; and
        • – Impressive growth in capital expenditure at 99% year on year in 2018 and a forecast average of 18.8% of revenue in 2019 and 2020 demonstrating Airtel’s commitment to stay ahead with state-of-the-art technology and a reliable network.
      6. Experienced Management Team
        • Strong management team with extensive industry knowledge combined with years of collective telecommunications experience; and
        • Being part of the Airtel Group of Companies provides Airtel with access to leading technical and operational expertise including over 23 years’ experience operating across Asia and Africa.
    7. DIVIDENDS

      The Company aims to distribute to its shareholders a dividend payout of a minimum 80% of its free cash flow (FCF), subject to:

      • Keeping net debt/EBITDA between approximately 2.5 times and 3.5 times (current net debt/EBITDA as at 30 June 2019 is 3.29 times); and
      • Any regulatory or statutory restrictions.

      The Board will have the discretion to deviate or amend this policy by giving reasons for the same. The Dividend Policy shall be reviewed at least once every year.

      The dividend will be declared at the Annual General Meeting held no later than June each year. All dividends will be payable approximately 21 days after declaration of the same.

      When deemed appropriate, the Board may consider paying interim dividends from time to time. The dividend will be paid to registered shareholders appearing in the shareholder register on the declared date of registration for dividend.

    8. CONDITIONS PRECEDENT

      The Offer is conditional on the Listing of all Offer Shares on the MSE, failing which, the Offer and any acceptance thereof shall not be of any force or effect and no person shall have any claim whatsoever against Airtel or any other person as a result of the failure to List the Offer Shares save for claims by any applicant for refund of the Offer price collected by the Receiving Banks in connection with the proposed Offer. The Offer and Listing is subject to achieving a free float and spread of shareholders acceptable to the MSE.

    9. MINIMUM SUBSCRIPTION

      The minimum subscription required to satisfy the minimum listing criteria as prescribed by the MSE is 30 million shareswith an offer value of not less than MWK500mn and a minimum of 300 Shareholders. Each applicant shall be eligible to subscribe for a minimum of 500 shares and in multiples of 100 shares thereafter.

    10. APPLICATION FOR SHARES

      Applications for the IPO may be made on the Application Forms enclosed in this Prospectus. Scanned soft copies of the Application Forms with corresponding payment will also be accepted for submission. Applications must be made in accordance with the terms and instructions set out in the Application Forms. Applications can also be done using the Airtel Money on any mobile phone device. Only Airtel subscribers that are registered and fully completed their KYC on Airtel Money can use the platform to apply for shares in the IPO. The Airtel Money module once logged in takes applicants through a step by step process of applying for shares. Notwithstanding anything to the contrary and that the terminology used in this Prospectus is that of an offer to contract, this Prospectus merely constitutes an invitation, and the applications completed by the applicants shall constitute an offer to Airtel for the Offer Shares and shall not constitute an acceptance of the Offer by Airtel contained in this Prospectus.

    11. ALLOCATIONS AND PAYMENTS

      Preferential entitlement – Employee Share Ownership Scheme
      A preferential entitlement, in aggregate, of up to 165,154,204 ordinary shares worth MWK2,095mn representing 1.5% of Airtel’s issued share capital post-issue of the Offer Shares and representing 7.5% of the total shares on offer has been set aside for to full time permanent employees of the Company. Prior to the IPO no employees had any beneficial interests in Airtel’s share capital.

      Allotment policy based on subscription
      Airtel Shares available in respect of the Initial Public Offer for the Offer for Sale of 15% and the over-allotment option of 5% of Airtel shares will first be allocated to Malawians on a pro-rata basis, and thereafter to other shareholders on a prorata basis. In the event of an undersubscription, underwriters will pick up outstanding shares up to 15%. Preferential entitlement by Airtel employees under ESOS will not form part of the 15% Offer for Sale. Employees will thereafter be allotted shares above the 15% in line with the number of employees that have taken up their preferential entitlement as per terms outlined in Section 6.1.2.b.

      In the event of an oversubscription, Airtel employees will still be given preferential entitlement and allotted shares prior to other applicants under the over-allotment option. Any other outstanding subscriptions will be thereafter allotted after all employees that applied for shares have been allotted. Outstanding over-subscribed Shares will be allotted at the sole discretion of the Directors “and do reserve the right to amend the allotment policy” deemed fit having regard to the achievement of a broad and balanced Malawian shareholder base after consultation with the relevant advisors listed.

      Multiple applications are discouraged, and the Board has resolved to adopt a share allotment policy that negates the benefits of multiple applications. Multiple applications may be rejected at the sole discretion of the Directors. Applicants should first carefully read the Terms and Conditions of Application in Annexure 1 and then complete the enclosed Application Form, making sure it is returned on or before the Closing Date to any of the Receiving Bank branches or agencies listed in Annexure 2 together with the appropriate proof of remittance.

      The Offer Price is payable in full, in Kwacha as per the terms and conditions indicated on the Application Form. The Offer Shares and over-allotment shares will, upon allotment, rank in all respect equal with all other existing ordinary shares in terms of both voting rights and dividends.

      Notice of the results of the IPO will be published no more than 14 days after the close of the Offer, and notices of the results of the applications and allocation of shares will be completed within 17 days of the close of the Offer. Where applicable, refunds will be sent within 17 days of the close of the Offer.

    12. PUBLIC OFFER

      For the purpose of the Initial Public Offer, copies of this Prospectus may be collected from the Receiving Banks branches as indicated in Annexure 2 to this Prospectus or from the offices of the Sponsoring Broker and the Company as indicated in the Corporate Information on page 2 of this Prospectus. Electronic copies of this Prospectus can also be obtained from the Company’s website at www.airtel.mw.

    13. JURISDICTION

      The Offer does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in any jurisdiction in which such an offer or solicitation would be unlawful.

    14. UNDERWRITING

      The IPO will be fully underwritten as detailed in Section 6.1.14 of this Prospectus.

    15. IMPORTANT DATES AND TIME

      The Public Offer opens at 08:00 a.m. on 27th December 2019 and is expected to close at 17:00hrs on 31st January2020. Applications will be received up to 17.00hrs on 31st January 2020. Any material changes will be released on MSE’s publications, the Company’s website, Airtel Messages and published in one of the daily newspapers in Malawi.

    16. FORWARD-LOOKING STATEMENTS

      This Prospectus contains “forward-looking statements” relating to the future of Airtel’s business. Forward- looking statements may be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “is expected to”, “aim”, “estimate”, “will”, “will continue”, “should”, “would be”, “seeks” or “anticipates” “intend”, “plan”, “project”, “will pursue”, or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, growth prospects, plans or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the intentions, beliefs or current expectations of the Company concerning, among other things, the future results of operations, financial condition, prospects, growth, strategies, and dividend policy etc. In particular, the statements under the headings “Key Investment Highlights”, “Operating Environment”, “Airtel’s Growth Strategy”, “Risk Factors”, are forward-looking statements.These statements reflect the current and subjective views of the Company with respect to future events and are subject to certain risks, uncertainties, including but not limited to, regulatory changes pertaining to the telecommunications sector in Malawi in which the Company has its business and its ability to respond to them, its ability to successfully implement its strategy, its growth and expansion, technological changes, its exposure to market risks, general economic and political conditions in Malawi and globally which may have an impact on its business activities or investments, the monetary and fiscal policies of Malawi, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in Malawi and globally, changes in domestic laws, regulations and taxes and changes in competition in its industry, and assumptions which may not prove to be correct and which could cause the actual results, performance or achievements of Airtel to be materially different from those anticipated in this Prospectus.

    17. INDUSTRY, ECONOMIC AND OTHER INFORMATION

      The Company obtained the industry and economic data, including industry forecasts, used throughout this Prospectus from internal surveys, market research, publicly available information and industry publications. The Company has also relied upon statements on the basis of information from third-party sources that it believes are reliable, such as the IMF, MACRA, RBM, National Statistical Office, MSE, WCIS and Telegeography among others. Industry and government publications, including those referenced here, generally state that the information presented therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed.Although the Company has no reason to believe that any of this information, data or these reports is inaccurate in any material respect, industry or other data provided by third parties or by industry or other publications has not been independently verified. The Company does not make any representation as to the accuracy of any such information.

    18. USE OF THE PROSPECTUS

      The recipients of this Prospectus are authorised to use it solely for the purpose of considering subscribing to the IPO and may not reproduce or distribute this Prospectus, in whole or in part, or use any information herein for any purpose other than considering investment in Shares of the Company.

    19. RISK FACTORS

      Prospective investors should carefully consider the risk factors relating to Airtel’s business and the mobile telecommunications industry together with all other information contained in this Prospectus. An investment in the equity of any company entails some level of investment risk. In addition to other information contained in this Prospectus, investors should consider carefully the risks described in Section 5 before applying for the Shares. These risks are not the only ones that the Company faces. Additional risks not currently known to the Company or that the Company currently believes to be immaterial may also impair its business operations. The Company’s business, financial condition or results of operation could be materially adversely affected by any one or more of the risks. Accordingly, the trading price of the Shares could decline due to any of the risks occurring and investors could lose part or all of their investment. The contents of this Prospectus are not to be construed as legal, business or tax advice and accordingly the investors should consult their own dealers, brokers, investment advisors, lawyers, tax advisors, financial advisors, bankers or other relevant professional advisor before they decide to invest in the Shares.