C O M PA N Y N O T E Orascom Telecom and Orascom Telecom

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C O M PA N Y N O T E Orascom Telecom and Orascom Telecom EGYPT | TELECOMS January 22, 2012 Orascom Telecom and Orascom Orascom Telecom Telecom Media & Technology STRONG BUY (UPGRADED) LTFV: EGP4.8 | USD4.0 TP: EGP3.9 | USD3.2 Who wins and who loses? After two months, Orascom Telecom Holding [ORTE] ordinary shares will Orascom Tel. Media & Tech. resume trading on Sunday, Jan. 22, 2012, after the company secured HOLD (INITIATED) approvals of the regulator and the Egyptian Exchange (EGX). Trading of ordinary shares of Orascom Telecom Media & Technology Holding (OTMT), LTFV: EGP1.6 | USD1.3 which demerged from ORTE, will commence on the EGX on the same day. TP: EGP1.6 | USD1.3 Each ORTE ordinary share held as of Nov. 24, 2011 will receive one OTMT ordinary share, with a price tag of EGP1.73 and EGP1.25 based on a 58%- ORTE (POST-DEMERGER) VS. DJEZZY'S VALUATION 42% split ratio off Nov. 24, 2011 closing price of EGP2.98, respectively. 2.50 Meanwhile, GDS record date was Friday, Jan. 20, 2012 with the same 1-to-1 2.00 ratio for eligible1 ORTE GDS holders. Meanwhile, conversion of ORTE 1.50 shares into GDSs and vice versa will resume on Monday, Jan. 23, 2012. This SD U 1.00 week, we expect volatility in trading both ORTE and OTMT ordinary shares 0.50 and GDSs as they adjust to reach parity. Since Nov. 24, 2011, ORTE GDS has jumped 39%, implying a split of USD1.89 for ORTE (post-demerger) and - USD1.37 for OTMT. In this note, we update our forecasts and valuation for ORTE (post-demerger) and OTMT shares and lay out different potential scenarios for Algeria. We also spell out what we think both OTH and OTMT Djezzy's EV/EBITDA & its implied 100% equity valuation shares will likely behave when they start trading on Sunday. Source: CI Capital Research OTMT VS. MOBINIL'S STOCK PRICE Orascom Telecom Holding 2.00 We believe recent negotiations between VimpelCom and the Algerian government 1.80 1.60 over Djezzy, coinciding with the final phase of the ORTE-OTMT demerger 1.40 1.20 process, would continue to act as a catalyst for ORTE's local shares. We have SD U 1.00 updated our forecasts for ORTE (pre-demerger), pending more disclosure from 0.80 OTMT and the issuance of pro forma financials. Post-demerger, we upgrade our 0.60 0.40 rating for ORTE from Buy to Strong Buy on potential upside from a resolution of 0.20 its 2-year-long problem in Algeria. Our target price of EGP3.9/share, a 125% - upside (USD3.2/GDS, a 72% upside) is based on a probability-weighted scenario analysis given different valuation points for Djezzy. We calculate that each 0.5x Mobinil's market price (EGP/share) change in Djezzy's EV/EBITDA equates to c.USD0.50/ORTE GDS. Source: CI Capital Research Orascom Telecom Media & Technology Holding OTH GDS (PRE-DEMERGER) 1-YR PERFORMANCE Volume ORTE EGX 30 - rebased New to the market, OTMT will likely exhibit some trading volatility along with some USD mn GDS liquidity risk for GDS holders until its GDS program is finalized. We believe 8.0 12 7.0 Mobinil's [EMOB] market price will be OTMT's main driver for the time being until 10 6.0 more visibility is provided on the new company's strategy (e.g. will OTMT seek 8 other GSM licenses?). While we see potential in OTMT's non-GSM operations, 5.0 Mobinil's recent price weakness would likely mar OTMT's stock performance 4.0 6 3.0 4 through its first few days of trading. Later in 2012, we expect the stock to be 2.0 supported by OTMT's put option to sell its stake in Mobinil to France Telecom 2 1.0 starting September 15, 2012 for a two-month period at more than 2.5x its recent 0.0 - price. We initiate coverage on OTMT with a Hold recommendation based on a 12- Jan- Mar- Jun- Aug- Oct- Jan- Mar- Jun- Aug- Oct- Dec- month time horizon over which our target price is EGP1.6/share, a 29% upside 10 10 10 10 10 11 11 11 11 11 11 (USD1.3/GDS, a 2% downside). We note, nonetheless, that over the very short term, there could be some sell-off (c.-7%) to EGP1.17/share, given Mobinil's stock Source: Bloomberg weakness over the past two months (-14%) and potential oversupply of shares in the market. We calculate that each EGP10 change in Mobinil's stock price equates to USD0.06/OTMT GDS. Amr Hussein Elalfy, CFA +(202) 333 1 8349 [email protected] Yehia El-Sherbiny 1 Those not qualifying as eligible GDS holders will have their underlying OTMT ordinary +(202) 333 1 8368 shares sold and proceeds distributed to them. [email protected] COMPANY NOTE 1 Please Read Last Page For Contact Details and Important Disclaimer EGYPT | TELECOMS January 22, 2012 Table of Contents Orascom Telecom Holding (OTH) ................................................................... 3 Valuation and Recommendation.................................................. 4 Scenario analysis ................................................................................................... 4 VimpelCom close to reaching an agreement on Djezzy ........................................... 5 Sum-of-the-parts valuation .................................................................................... 5 Investment Rationale............................................................................................. 6 Risks to our recommendation ................................................................................ 6 What’s in the market price? ......................................................... 7 Four different views with implied valuation ........................................................... 7 Will VimpelCom consider buying out ORTE's minorities? ........................................ 9 Preview & change of estimates .................................................. 10 4Q11 preview ...................................................................................................... 10 Change in estimates ............................................................................................ 10 Financial forecasts .................................................................... 12 Orascom Telecom Media & Technology Holding (OTMT) ........................... 16 Valuation and Recommendation................................................ 17 Sum-of-the-parts valuation .................................................................................. 17 Investment Rationale........................................................................................... 18 Risks to our recommendation .............................................................................. 18 The Demerger ........................................................................... 19 Procedures .......................................................................................................... 19 Corporate structure ............................................................................................. 19 OTMT's share buyback .............................................................. 21 OTMT's Mobinil put option........................................................ 22 COMPANY NOTE 2 Please Read Last Page For Contact Details and Important Disclaimer EGYPT | TELECOMS January 22, 2012 Orascom Telecom Holding (OTH) STRONG BUY (UPGRADED) LTFV: EGP4.8 | USD4.0 It's all about Algeria…for now TP: EGP3.9 | USD3.2 In this note, we update our forecasts and valuation for ORTE’ shares (post- COMPANY SYNOPSIS demerger). We believe recent negotiations between VimpelCom and the Orascom Telecom Holding (OTH) is a leading regional Algerian government over Djezzy, coinciding with the ORTE-OTMT mobile operators and among the largest in the Middle East and Africa. ORTE’s GSM networks cover 10 main countries demerger, would act as a catalyst for ORTE's ordinary shares once they with a total population of around 490mn. OTH operates GSM start trading on the EGX on Sunday, Jan. 22, 2012. Post-demerger, we used operations in Egypt, Pakistan, Algeria, and Bangladesh. In December 2005, OTH had acquired 19.3% of Hutchison four different probability-weighted scenarios for the final outcome of Telecom International Limited (HTIL) for USD1.3bn. After VimpelCom's negotiations with the Algerian government. Our weighted receiving USD793mn in special dividends from HTIL's sale of Hutch Essar, OTH sold its entire stake in HTIL for a total scenario-based valuation is EGP3.9/share (USD3.2/GDS), which we set as value of USD1.3 bn. Historically, OTH had restructured its our target price. Thus, we upgrade ORTE from Buy to Strong Buy on operation with a wave of divestiture, selling its stakes in the Jordanian mobile operator, Fastlink and nine GSM mobile potential upside from a resolution of its 2-year-long problem in Algeria. operators in Africa, in addition to Loteny (Ivory Coast), Oasis Telecom (DRC), and Libertis Telecom (Congo Brazzaville). Will a Djezzy sale entice VimpelCom to buy out ORTE minorities? Resolving In December 2007, OTH sold its GSM operator in Iraq to Zain for USD1.2bn and in 4Q10 OTH sold its stake in Djezzy’s dispute remains the catalyst for ORTE’s share performance. Indeed, the Tunisiana (Tunisia) for USD1.2bn. Early 2008, OTH has GDS has jumped 16% since Jan. 6, 2012, on the back of news that negotiations been granted the first 25-year commercial license to provide are currently taking place between VimpelCom and the Algerian government to mobile services in the North Korea, with an exclusivity period of four years. In partnership with Canada-based Globalive, sell 51% of Djezzy to the latter, albeit with no price or timeline given. This is in line OTH won an AWS spectrum in Canada which started with our most likely scenario dated Nov. 2, 2010 where we suggested
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