Presentation to the Board of MCOM Plc Prepared by Allez
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Presentation to the Board of MCOM Plc Prepared by Allez Consulting January 2016 1
MCOM is on a dangerous course S 98,659m S 58,000m S 28,921m Ilania sanctions Nakolia fine Backlash against SSC Overleveraging 1.83x 47,495 (39,426) FY2015 1H2016 Total debt to book value Cash and cash equivalents (S m) Potential insolvency 0.39x FY 1H See Appendix for adjusted financial statements and forecasts Current Situation Short-Term Issues Capital Raising Staying Ahead 2
Overview Jan 2016 Jan 2017 1 3 Address short-term issues Stay ahead of competitors 2 Raise capital to ensure solvency Current Situation Short-Term Issues Capital Raising Staying Ahead 3
Turkish Mobile Operator equity swap removes exposure to Ilania and maximises payoff Exit Illania Sell off to the Turkish Mobile Operator Sell off to Bartini Stay the Course Consolidate and Expand 85,000 Expected payoff 66,118 S m 47,607 19,511 Sell off to the Turkish Mobile Operator Sell off to Bartini Stay the Course Consolidate and Expand Selling off to Turkish Mobile Operator maximizes financial payoff while reducing risk Appendix - Ilania: Valuation summary of options Current Situation Short-Term Issues Capital Raising Staying Ahead 4
Conduct due diligence on Turkish Mobile Operator now Conduct due diligence by 31 Jan 2016 1 Review financial statements 2 Evaluate Turkish Mobile Operator equity liquidity and volatility 3 Assess Turkish telecommunication market environment A B Reject Turkish Mobile Operator offer if unsatisfied after due diligence Accept Turkish Mobile Operator offer if satisfied after due diligence Sell-off to Bartini Current Situation Short-Term Issues Capital Raising Staying Ahead 5
Negotiate down Nakolia fine S 64,120 – 76,220m MCOM Nakolia valuation – S 58,000m Fine S 6,120 – 18,220m Residual value Pay fine if necessary to continue operating Negotiate with government to lower fine size Appendix - MCOM Nakolia Valuation Current Situation Short-Term Issues Capital Raising Staying Ahead 6
Offer Nakolian government a solution to security crisis Pitch solutions to the underlying security crisis facing Nakolia 1 Implement stricter than necessary KYC procedures 2 Assist law enforcement by handing over information of unregistered users 3 Invest in national biometric ID & SIM card KYC platform Spend funds on tackling the underlying issue rather than a fine Current Situation Short-Term Issues Capital Raising Staying Ahead 7
Remove unregistered SIM cards off network and implement KYC procedures Execution timeline Jan 2016 Feb 2016 1 Remove all unregistered SIM cards off network 2 Implement standard KYC processes 3 Negotiate with government to reduce fine size Current Situation Short-Term Issues Capital Raising Staying Ahead 8
Keep existing positions at SSC to balance brand reputation and cost savings Keep SSC Positions Reduce SSC Positions Maintenance of strong brand Cost rationalisation Minimise earnings volatility 6,754 6,634 Cost savings S m Increase SSC Positions Increase SSC Positions Keep SSC Positions Reduce SSC Positions Keeping the status quo maintains existing cost savings while minimizing downside revenue risk Appendix - Sadimba: SSC savings breakdown for shareholders Current Situation Short-Term Issues Capital Raising Staying Ahead 9
Stop further job relocations and optimise the current SSC Execution timeline Jan 2016 Feb 2016 March 2016 1 Communicate decision to discontinue current plans 2 4 Provide breakdown of savings at AGM Reassure current staff of job security 3 Optimise current SSC Current Situation Short-Term Issues Capital Raising Staying Ahead 10
Raise S 30,000m capital to ensure solvency Stress test 30% decline in revenue from consumer boycotts Full payment of S 58,000m Nakolia fine Successful sale of S 20,00m in fixed assets to Sidoms Limited MCOM needs to raise a further S 30,000m S 10,000m S 20,000m Equity: accelerated book-build Unsecured line of credit Current Situation Short-Term Issues Capital Raising Staying Ahead 11
Future growth strategy A Unlocking value by spinning off assets B Adapting to changing consumer demands C Focusing on the right geography Current Situation Short-Term Issues Capital Raising Staying Ahead 12
Spin off assets into a new entity to unlock value AssetCo MCOM Fixed assets Fixed assets Exposure to government fines Stable fixed assets Equity market volatility Cost of capital Leasing expense Current Situation High Low 12.0% 4.0 – 7.5% Short-Term Issues Capital Raising Staying Ahead 13
How should MCOM continue adapting to changing consumer demands? 2G VoIP calls 14.4 Kbps 3G Smartphones 14.4 Mbps 2000 Media streaming Tablet computers 4G Internet of Things 1 Gbps 2020 2010 COVERAGE BUILDING & UPGRADING INFRASTRUCTURE BANDWIDTH DATA SPEEDS Current Situation Short-Term Issues Capital Raising Staying Ahead 14
Tower operators have a much lower cost of capital than telecom companies 60.0x 50.0x NTM P/E ratio 40.0x 33.6x 30.0x 20.9x 20.0x 10.0x 0.0x Tower operators Telecommunication MCOM should use AssetCo as an infrastructure investment vehicle Current Situation Short-Term Issues Capital Raising Staying Ahead 15
Focus on the fast-growing African market while evaluating opportunities in Asia CAGR (%) 9.8% 7.0% 4.2% 3.8% 3.5% 0.7% 0.9% 1.2% 1.9% 0.3% Forecast CAGR (2016E - 2022E) 22.0 3.6% 3.5% Historical CAGR (2010 - 2015) Population per telco provider (m) 17.3 12.1 7.9 3.9 Sub-Saharan Africa Asia-Pacific North America Europe & Central Asia 3.3 Middle East & North Africa Central & South America Degree of market attractiveness based on market density Sources: The World Bank, GSM Association Current Situation Short-Term Issues Capital Raising Staying Ahead 16
There are many barriers to succeed as a wholly foreign-owned subsidiary in Chinisia phi u s ce a f M MCO MCOM e to h t to e l tt ll ba p C-Mobile CloudNet Target growing premium segment Win 2018-2024 operating licence Capital investment Market research Current Situation Short-Term Issues Capital Raising Staying Ahead 17
Operating licence expiry in 2018 gives C-Mobile an opportunity to acquire new customers Jan 2016 Jan 2017 Jan 2018 Jan 2018 Licences of top 4 players will expire Subscribers (m) 85% probability at least one will not win a new licence 58.0 60.0 60.0 63.0 14.0 Bartini Current Situation AxtonTet Short-Term Issues IntaCOM CloudNet Capital Raising C-Mobile Staying Ahead 18
but C-Mobile needs MCOM’s help to reposition itself and acquire these customers MCOM Invest in C-Mobile equity Provide industry expertise Critical Success Factors Marketing Leasing of 3G towers C-Mobile 241m customers C-Mobile 14m customers Budget segment Premium segment Appendix - Chinisia market entry: C-Mobile investment strategy Appendix - Chinisia market entry: C-Mobile investment negotiation Current Situation Short-Term Issues Capital Raising Staying Ahead 19
CloudNet is a risky investment CloudNet 51% Equity Value 7,972.0 New bidding rules: S 5,467.2m (S m) Current bidding rules : S 4214.8m 2,700.0 1,710.0 Acquisition price Lose bid Win bid CloudNet offer price is at a discount to its intrinsic value based on limited available information Due diligence needs to be performed before any investment is made in CloudNet Current Situation Short-Term Issues Capital Raising Staying Ahead 20
Keep talking to C-Mobile and CloudNet over the next 12 months Execution timeline Jan 2016 Jan 2017 1 Indicate interest to the Boards of both C-Mobile and CloudNet 2 Negotiate terms of investment with C-Mobile 3 Ensure C-Mobile’s ongoing compliance with licence conditions Appendix - Chinisia market entry: Telecom operating license compliance Current Situation Short-Term Issues Capital Raising Staying Ahead 21
Summary of recommendations Raise capital Ilania Nakolia Sadimba Raise S 10,000m equity and organise a line of credit Perform due diligence on Turkish Mobile Operator Negotiate with government to assist in security crisis Maintain all existing positions at the SSC Position MCOM to maintain its leading position in the African telecom market 22
MCOM share price is underperforming compared to peers 280.0 260.0 240.0 220.0 Share price (S ) 212.03 200.0 180.0 (34.0%) 160.0 140.00 140.0 120.0 Telecommunications index 100.0 Sell-off of MCOM shares as a result of issues facing MCOM’s financial position and short-term profits Appendices MCOM
Financial reporting: Application of financial reporting rules Appendices
Financial reporting: Adjusted financial statements Appendices
Financial reporting: Operating lease disclosure and breakdown US to S exchange rate of 14.87 used as at 31 st December 2015 Appendices
Ilania: Valuation summary of options Series1 Sell off to Turkish Mobile Operator Sell off to Bartini Series1 Stay the course Consolidate and expand (20,000) Series1 - 20,000 40,000 60,000 Payoff (S m) Appendices 80,000 100,000 120,000 140,000
Ilania: Strategic valuation Strategy 1 – Event Tree Analysis Appendices
Ilania: Strategic valuation Strategy 2 – Gordon Growth and Black Scholes Models Appendices
MCOM Nakolia: Valuation 14,000 LTM P/E 17.4x – 22.3x 12,000 10,000 Trading multiple 8,000 NTM P/E 17.0 – 20.5x Equity value (US m) 6,000 US [X VALUE]m fine 4,000 Discounted cashflow Ke – 17.0%, g – 2.0% 2,000 4,312 Paying the US 3.9bn will still leave residual equity value of US 500m in MCOM Nakolia Appendices
Sadimba: SSC savings breakdown for shareholders Appendices
Sadimba: SSC savings breakdown for shareholders 14,000 12,000 1341.25 1104 10,000 6,634 Savings Expenses (S m) 2102.4 8,000 6,000 4,000 666 532.8 8280 4995 2,000 Pre-SSC Non-new personnel cost Operative x000d savingsManager x000d savingsOverhead x000d savings Appendices Post-SSC
Sadimba: SSC Comparative and Future Savings Appendices
Chinisia market entry: C-Mobile investment strategy Reason for failing to invest in higher-value products Investment strategy 1 Not enough cash or assets to ‘recycle’ in order to invest in developing higher-value products 2 Misguided management decision making Invest in private placement of new primary C-Mobile shares Purchase 49% equity of the Chinese shareholders who may be considering an exit Purchase a portion of the 51% equity owned by domestic shareholders MCOM would not have majority control of C-Mobile in any of the above transactions Appendices
Chinisia market entry: C-Mobile investment negotiation MCOM is unlikely to gain majority control of C-Mobile 1 2 Preferred shares If investing in primary shares, demand preferred shares with increased voting rights “Put” option/right Gives MCOM right to sell shares back to C-Mobile at will Ensure that MCOM gains majority or effective control of C-Mobile Appendices
Chinisia market entry: Telecom operating license compliance 1 Maintain debt to book ratio of 1.00x 2 Assess balance sheet during due diligence to ensure debt to book ratio 1.00x 5-yr CO2e CAGR 7.0% Perform due diligence on historical CO2e Inject new equity into bidding vehicle or Purchase carbon emission credits if CO2e exceed accepted threshold recycle assets if capital structure if overleveraged Note: CO2e – carbon dioxide emissions Appendices