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Global Telecom Holding S.A.E Global Telecom Holding S.A.E. Valuation executive summary January 2019 © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Section 1: Executive Summary – Global Telecom Holding 01. Executive summary – Global Telecom Holding 02. Executive summary - Jazz 03. Executive summary - Djezzy 04. Executive summary – Banglalink 05. Executive summary – Mobilink Microfinance Bank © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 Executive summary – Global Telecom Holding Global Telecom Holding’s ownership structure shows direct and indirect investments as at 30 September 2018 (Valuation date) GTH organizational structure - 30 September 2018 Global Telecom Holding’s ownership overview: Global Telecom • Global Telecom Holding SAE owns investments directly and indirectly. Holding S.A.E • The corresponding diagram shows the company’s investments as of September 30 2018: 100% 100% 100% 6.37% 100% 100% 100% 100% GTH owns 100% of Telecom Ventures Limited (TVL), which owns 100% International Oratel Mobilink Telecom Wireless Moga Other Ventures Limited Communications TMGL International Microfinanc of Banglalink. Holding Ltd. (TVL) Pakistan Limited Inc. e companies (IWCPL) GTH owns International Wireless Communications Pakistan Limited Global 100% Luxembourg (IWCPL), which owns 84.7% of Pakistan Mobile (Jazz). S.a.r.l 100% 84.71% 0.29% 30.98% 8.22% GTH owns TMGL, which also owns 0.29% of Jazz. Global Pakistan Mobile Omnium Telecom 100% Telecom GTH owns Oratel International Inc, which owns 30.98% of Omnium Banglalink (Jazz) (Djezzy) One S.a.r.l Telecom (Djezzy). Global 100% Telecom GTH owns Moga Holding Ltd., which also owns 8.22% of Omnium Acquisition S.a.r.l Telecom (Djezzy). 8% Lingo Media GTH directly owns 6.37% of Omnium Telecom (Djezzy) Corporation GTH directly owns 100% of Mobilink Microfinance Bank Sources: 1- Grant Thornton 2- Management Information GTH owns other small and medium sized company as shown in the chart opposite. © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 3 Executive summary – Global Telecom Holding GTH is publicly traded on the Egyptian Stock Exchange operating in the telecommunication sector in Pakistan, Algeria and Bangladesh GTH total revenue breakdown per companies as at 30 September 2018 Business Overview Other revenues • Global Telecom Holding SAE is a publicly traded company listed on the Egyptian Stock 4% Exchange operating in the telecommunication industry specialized in wireless telecommunication Banglalink services. 17% • From 200,000 subscribers in 1998 to more than 100 million subscribers in 2018 , Global Telecom Holding has a global position among major companies and today is one of the largest telecom operators around the world. Furthermore, Global Telecom Holding operates in Jazz emerging markets. 50% • Global Telecom runs GSM networks in Algeria (Djezzy), Pakistan (Jazz), and Bangladesh (Banglalink). In addition, it owns Mobilink Microfinance, one of the leading microfinance and e- banking banks in Pakistan. Djezzy 28% • Djezzy started its operations in February 2002. The company has grown to become a leader in the Algerian market in terms of the number of subscribers and the quality of the telecommunications services provided. Today, the company offers mobile services to 16 million subscribers in its network and owns 32.5% of the market share. • Jazz , formerly Mobilink , started its operations in Pakistan in 1994. In April 2001, Global Sources: 1. Grant Thornton analysis 2. Management information Telecom started to manage the company. In 2016, Mobilink and Warid merged and reached about 52 million customers with a market share of about 38% of the market in Pakistan. • In September 2004, Global Telecom acquired Chiba Telecom Limited in Bangladesh. Subsequently, Global Telecom decided to change the company’s name to Banglalink in February 2005. Moreover, Banglalink provides services to more than 30 million subscribers, and holds a market share of 21.6%. • The ratio of the companies’ revenues to the total revenues of Global Telecom in Sept. 2018 is as follow: − Jazz 50% − Djezzy 28% − Banglalink 17% − Other revenues 4% © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 4 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share Global Telecom Holding – Adjusted Book Value Global Telecom Holding – valuation bridge Adjusted USD'mn unless stated otherwise 9M 2018 9M 2018 1,800 1,600 Assets 1,400 (371) Non current assets 1,200 431 Investments 3,070.2 1,283.5 1,000 (189) Due to related parties 0.0 370.6 800 1,410 Property and equipment 0.1 0.1 600 1,786 $ millions$ 400 Total non-current assets 3,070.3 1,654.2 200 0 Current assets (200) (248) Due to related Parties 0.9 189.8 (400) Advances to tax authority 0.6 0.6 Other financial assets 4.2 4.2 Cash and cash equivalents 48.3 48.3 Total current assets 54.0 242.9 Total assets 3,124.2 1,897.1 2018) September 2018) parties - shortterm parties - long term parties short - term Equity and liabilities (30 value book Adjusted Changedue in to related Total equity (30 September Investments fair value uplift value fair Investments Changedue in from related (Net Deficit)/Total equity (248.0) (248.0) Changedue in from related FV uplift 1,657.7 Total equity 1,409.7 (248.0) Valuation Summary Liabilities Non-current liabilities • We have used Adjusted Book Value (ABV) method to derive the Equity value of Due to related Parties 1,200.0 1,200.0 Global Telecom Holding. We adjusted the book value of the equity in 30 September Total non-current liabilities 1,200.0 1,200.0 2018 with the fair value of the company’s investments in Jazz (Pakistan), Djezzy Current liabilities (Algeria), Banglalink(Bangladesh) and Mobilink microfinance bank. Due to related parties 393.0 823.5 • Financial Liabilities --The company has direct and indirect investments in the stated companies. Other financial liabilities 53.5 53.5 • We valued the investments according to their fair value which amounted to $3,070.2 Provisions 68.1 68.1 Total current libailities 514.6 945.1 million in comparison to its book value in 30 September 2018 $1,283.5 million, this Total liabilites 1,714.6 2,145.1 shows an increase by $1,786.7 million. Total equity and liabilites 3,124.2 1,897.1 EGP/USD rate 17.8 • We have settled the balances of all the relevant related party accounts to and from Total Equity (EGP - millions) 25,092 Number of shares 4,721 GTH as at 30 September 2018. Share price 5.31 Sources: 1. Grant Thornton analysis 2. Management information © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 5 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share Global Telecom Holding – Adjusted Book Value Valuation Summary (Cont’d) Adjusted • As shown in the table opposite, the due from related parties account (non current) USD'mn unless stated otherwise 9M 2018 9M 2018 Assets has decreased from $370.6 million to nil while the due from related parties (current) Non current assets has decreased from $189.8 million to $0.9 million. Investments 3,070.2 1,283.5 Due to related parties 0.0 370.6 • We have adjusted the due to related parties account as well from $823.5 million to Property and equipment 0.1 0.1 Total non-current assets 3,070.3 1,654.2 $393 million. Current assets • The total net change in equity in 30 September 2018 amounted to $1,657.7 million. Due to related Parties 0.9 189.8 • Advances to tax authority 0.6 0.6 After accounting for the balance at the beginning of the period which was $(248) Other financial assets 4.2 4.2 million, the adjusted book value of Global Telecom Holding amounted to $1,409.7 Cash and cash equivalents 48.3 48.3 million as illustrated in the table opposite. Total current assets 54.0 242.9 • The equity value of Global Telecom Holding is EGP 25,092 million divided over Total assets 3,124.2 1,897.1 c.4,721 shares indicating a share price of EGP 5.31 Equity and liabilities (Net Deficit)/Total equity (248.0) (248.0) FV uplift 1,657.7 Total equity 1,409.7 (248.0) Liabilities Non-current liabilities Due to related Parties 1,200.0 1,200.0 Total non-current liabilities 1,200.0 1,200.0 Current liabilities Due to related parties 393.0 823.5 Financial Liabilities -- Other financial liabilities 53.5 53.5 Provisions 68.1 68.1 Total current libailities 514.6 945.1 Total liabilites 1,714.6 2,145.1 Total equity and liabilites 3,124.2 1,897.1 EGP/USD rate 17.8 Total Equity (EGP - millions) 25,092 Number of shares 4,721 Share price 5.31 Sources: 1. Grant Thornton analysis 2. Management information © 2019 Grant Thornton Egypt | Global Telecom Holding | January 2019 6 Executive summary – Global Telecom Holding We conclude that the equity value of Global Telecom Holding is $1,409.7 million as at 30 September 2018 with a share price of EGP 5.31 per share Valuation summary – the stock price of GTH in the last 6 months in the Egyptian Stock Market 7.50 The adjusted book value of the 7.00 6.50 company reached EGP 25,092 6.00 million among 4.721 million 5.50 shares, therefore, the stock price 5.00 is worth EGP 5.31.
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