As filed with the Securities and Exchange Commission on October 4, 2021.

Registration No. 333-259593​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to

FORM F-1​

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

IHS Holding Limited

(Exact Name of Registrant as Specified in its Charter)​

Not Applicable

(Translation of Registrant’s Name into English)​

1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
+44 20 8106 1600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

C T Corporation System
28 Liberty Street
New York, NY 10005
(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

CALCULATION OF REGISTRATION FEE

​

(1)

Includes the 3,375,000 additional ordinary shares that may be acquired by the underwriters if the underwriters’ option to purchase additional ordinary shares is exercised.

​

(2)

Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.

​

(3)

The registrant previously paid a registration fee of $10,910 in relation to its filing of its initial registration statement on Form F-1 (No. 333-259593). The remaining $46,657 has been paid herewith.

​

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject To Completion, Dated October 4, 2021.

22,500,000 Shares

IHS Holding Limited

Ordinary Shares

This is the initial public offering of ordinary shares of IHS Holding Limited. We are selling 18,000,000 of our ordinary shares, and certain of our existing shareholders identified in this prospectus, or the Selling Shareholders, are selling 4,500,000 of our ordinary shares in this offering. We will not receive any proceeds from the sale of ordinary shares being sold by the Selling Shareholders.

The underwriters may also exercise their option to purchase up to 2,700,000 additional ordinary shares from us and 675,000 additional ordinary shares from the Selling Shareholders at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price per share will be between $21.00 and $24.00. We have been approved to have our ordinary shares listed on the New York Stock Exchange under the symbol “IHS.”

We are eligible to be treated as a “foreign private issuer” under applicable Securities and Exchange Commission rules, and, as such, have elected to comply with certain reduced disclosure requirements for this prospectus. See “Prospectus Summary — Implications of Being a Foreign Private Issuer.”

See “Risk Factors” on page 24 to read about factors you should consider before buying our ordinary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1)

We refer you to “Underwriting” for additional information regarding underwriting compensation.

​

The underwriters expect to deliver the shares against payment in New York, New York on           , 2021.

Joint Global Coordinators

Joint Book-Running Managers

Co-managers

Prospectus dated                 , 2021.

 

TABLE OF CONTENTS

Through and including                 , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside the United States.

We are incorporated in the Cayman Islands, and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

 

i

 

We are responsible for the information contained in this prospectus. Neither we, the Selling Shareholders nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared, and neither we, the Selling Shareholders nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We, the Selling Shareholders, and the underwriters are not making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in this prospectus is accurate as of any date other than its date, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares.

ABOUT THIS PROSPECTUS

Prior to the consummation of this offering, IHS Holding Limited, a company incorporated in the Republic of Mauritius under the Mauritian Companies Act 2001 as a private limited liability company, will be registered by way of continuation as an exempted company limited by shares under the Companies Act of the Cayman Islands. On the date of this prospectus, the Articles will be adopted, the Company’s share capital will be reorganized, all of the outstanding Class A and Class B shares of IHS Holding Limited will be exchanged on a 500 to 1 basis for ordinary shares, the outstanding options granted pursuant to IHS Holding Limited’s existing Long Term Incentive Plan will be converted into ordinary shares (other than 7,940,413 ordinary shares issuable upon the exercise of share options outstanding as of September 30, 2021 pursuant to our Long Term Incentive Plan (see “Management — Share Incentive Plans — Long Term Incentive Plan”)) and the Company will cease to be incorporated in the Republic of Mauritius and will be incorporated and registered by way of continuation as an exempted company limited by shares under and subject to the Companies Act (as amended) of the Cayman Islands. We refer to this as our Migration. Except where the context otherwise requires or where otherwise indicated, the terms “IHS Towers,” “the Company,” “the Group,” “we,” “us,” “our,” “our company” and “our business” refer to the company named IHS Holding Limited, incorporated in the Republic of Mauritius prior to the Migration and in the Cayman Islands following the Migration, in each case together with its consolidated subsidiaries as a consolidated entity.

 

ii

 

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

Use of Non-IFRS financial measures

Certain parts of this prospectus contain non-IFRS financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin. The non-IFRS financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with IFRS, and may be different from similarly titled non-IFRS measures used by other companies.

We define Adjusted EBITDA as profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment and related prepaid land rent on the decommissioning of sites, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, costs relating to this offering and certain other items that management believes are not indicative of the core performance of our business. The most directly comparable IFRS measure to Adjusted EBITDA is our profit/(loss) for the period.

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the applicable period, expressed as a percentage.

We believe that Adjusted EBITDA is an indicator of the operating performance of our core business. We believe Adjusted EBITDA and Adjusted EBITDA Margin, as defined above, are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items which have less bearing on our core operating performance. We believe that utilizing Adjusted EBITDA and Adjusted EBITDA Margin allows for a more meaningful comparison of operating fundamentals between companies within our industry by eliminating the impact of capital structure and taxation differences between the companies.

Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an Adjusted EBITDA-related performance measure when reporting their results.

Adjusted EBITDA and Adjusted EBITDA Margin are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing Adjusted EBITDA and Adjusted EBITDA Margin as reported by us to Adjusted EBITDA and Adjusted EBITDA Margin as reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin are unaudited and have not been prepared in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance under IFRS and you should not consider Adjusted EBITDA or Adjusted EBITDA Margin as an alternative to profit/​(loss) for the period or other financial measures determined in accordance with IFRS.

Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations are:

•

they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

​

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements that would be required for such replacements;

​

•

some of the items we eliminate in calculating Adjusted EBITDA and Adjusted EBITDA Margin reflect cash payments that have less bearing on our core operating performance, but that impact our operating results for the applicable period; and

​

 

iii

 

•

the fact that other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, which limits their usefulness as comparative measures.

​

Accordingly, prospective investors should not place undue reliance on Adjusted EBITDA or Adjusted EBITDA Margin.

 

iv

 

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data and forecasts in this prospectus from our own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties, including Euromonitor International Limited. Certain industry, market and competitive position data as described under “Industry” and information extracted from that section referred to elsewhere in this prospectus is based on third-party data provided by Analysys Mason Limited, or Analysys Mason, commissioned between May 15, 2021 and May 27, 2021 for use in this prospectus. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates, as there is no assurance that any of them will be reached. Our and Analysys Mason’s data is derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our and Analysys Mason’s internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. Analysys Mason’s third party data is also prepared on the basis of information provided and views expressed by mobile operators, tower operators and other parties (including certain views expressed and information provided or published by individual operators, service providers, regulatory bodies, industry analysts and other third party sources of data). Although Analysys Mason has obtained such information from sources it believes to be reliable, neither we nor Analysys Mason have verified such information. You are cautioned not to give undue weight to these estimates and assumptions.

In many cases, there is no readily available external information (whether from trade associations, government bodies or other organizations) to validate market related analyses and estimates, requiring us to rely on our own internally developed estimates regarding the industry in which we operate, our position in the industry, our market share and the market shares of various industry participants based on our experience, our own investigation of market conditions and our review of industry publications, including information made available to the public by our competitors. While we believe our internal estimates to be reasonable, these estimates have not been verified by any independent sources and you are cautioned not to give undue weight to these estimates.

Industry publications, research, surveys and studies generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources and from our and Analysys Mason’s estimates are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus and as described under “Cautionary Statement Regarding Forward-Looking Statements.” These forecasts and other forward-looking information, are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

In addition, our and Analysys Mason’s estimates involve risks and uncertainties and are subject to change based on various factors. See “Risk Factors”, “Industry” and “Business” for further discussion.

 

v

 

TRADEMARKS, SERVICE MARKS AND TRADENAMES

We have proprietary rights to trademarks used in this prospectus, which are important to our business, many of which are registered under applicable intellectual property laws.

Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

vi

 

CERTAIN DEFINED TERMS

Unless the context provides otherwise, references herein to:

•

“9mobile” refers to Emerging Markets Telecommunication Services Limited, which was previously known as Etisalat Nigeria.

​

•

“Airtel Nigeria” refers to Airtel Networks Limited, a subsidiary of Airtel Africa.

​

•

“Articles” refers to our amended and restated memorandum and articles of association, which will be in effect on consummation of this offering.

​

•

“CBN” refers to the Central Bank of Nigeria.

​

•

“Centennial Acquisition” refers to the acquisition by us on March 19, 2021 of Centennial Colombia and the acquisition by us on April 8, 2021 of Centennial Brazil, both from affiliates of Centennial Towers Holding LP. At closing, Centennial Colombia had 217 towers and Centennial Brazil had 602 towers.

​

•

“Centennial Brazil” refers to Centennial Towers Brasil Coöperatief U.A. and its subsidiaries.

​

•

“Centennial Colombia” refers to Centennial Towers Colombia, S.A.S. and its subsidiaries.

​

•

“CSS” refers to Cell Sites Solutions — Cessão de Infraestruturas S.A.

​

•

“CSS Acquisition” refers to the acquisition by us on February 18, 2020 of CSS from affiliates of Goldman Sachs and Centaurus Capital LP. At closing, CSS had 2,312 towers, including 2,251 towers in Brazil, 51 in Peru and 10 in Colombia.

​

•

“Churn” refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer’s contract in any particular period. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn.

​

•

“Colocation” refers to the installation of equipment on existing towers for a new tenant alongside current Tenants.

​

•

“Colocation Rate” refers to the average number of Tenants per Tower across our portfolio at a given point in time. We calculate the Colocation Rate by dividing the total number of Tenants across our portfolio by the total number of Towers across our portfolio at a given time.

​

•

“Contracted Tenant Lease Revenue” refers to lease fees to be received from the existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, including lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s contractual term, as of a specified date. In aggregating Contracted Tenant Lease Revenue, we have taken the average quarterly lease rate for our Key Customers as of June 30, 2021, which is applied to the remaining term of the tenancies and lease amendments of each Key Customer, assuming constant foreign exchange rates, no escalation of lease rates despite contractual provisions in our MLAs in that regard, no new Tenants or new Lease Amendments added, no amendments to our existing MLA terms and no Churn. See “Risk Factors — Our Contracted Tenant Lease Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.”

​

•

“Dollar”, “USD” or “$” refer to U.S. dollars.

​

•

“EMEA” refers to Europe, the Middle East and Africa.

​

•

“euro” or “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

​

•

“GSM” refers to Global System for Mobile Communications technologies for our large MNO customers, which comprise the most prevalent type of technology on our towers to date.

​

•

“HTN Towers” refers to Helios Towers Nigeria Limited, now known as IHS Towers NG Limited.

​

 

vii

 

•

“HTN Towers Acquisition” refers to the acquisition by us of 100% of the share capital of HTN Towers in 2016, which included the acquisition of 1,211 towers, of which 925 were towers with at least one Tenant. An additional 368 towers were operated under a Managed Services agreement at the time of acquisition, which was subsequently terminated in April 2017.

​

•

“IHS Nigeria” refers to IHS (Nigeria) Limited, one of our operating subsidiaries in Nigeria.

​

•

“INT Towers” refers to INT Towers Limited, one of our operating subsidiaries in Nigeria.

​

•

“Key Customers” refers to MTN Customers, Orange Cameroun S.A., or Orange Cameroon, Orange Côte d’Ivoire S.A., or Orange Côte d’Ivoire, 9mobile, Airtel Nigeria, Airtel Networks Zambia PLC, or Airtel Zambia, Airtel Rwanda Limited, or Airtel Rwanda, Claro S.A., or Claro Brazil, TIM Cellular S.A., or TIM Brasil, Telefonica Brasil S.A., or Vivo Brazil, Colombia Móvile S.A. E.S.P., or Tigo Colombia, COMSEL S.A., or Claro Colombia and Zain Kuwait.

​

•

“Kuwait Acquisition” refers to the acquisition by us of up to 1,620 towers from Zain Kuwait. The acquisition was signed in October 2017, and we completed multiple closings totaling 1,229 towers as of June 30, 2021. The remaining towers are managed and operated under a Managed Services agreement until such time as these towers can legally be transferred to us. These towers are operated in Kuwait through an entity in which we own 70% of the shares and Zain Kuwait owns the remaining 30%.

​

•

“Lease Amendments” refers to the installation of additional equipment on a site or the provision of certain ancillary services for an existing Tenant, for which we charge our customers a recurring lease fee.

​

•

“LTE” refers to long-term evolution, a standard for high-speed wireless communication for mobile devices and data terminals. We refer to LTE and 4G interchangeably in this prospectus.

​

•

“Managed Services” refers to when MNOs outsource the day-to-day operations of their owned towers, including maintenance, security and power supply.

​

•

“MLA” refers to the long-term lease agreements we enter into with our customers, including but not limited to master lease agreements, infrastructure sharing agreements, master tower space use/license agreements and MLL agreements.

​

•

“MLL” refers to towers we manage with a license to lease for a defined period. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. The site owner typically reduces its operating costs and eliminates capital expenditures.

​

•

“MNOs” refers to mobile network operators.

​

•

“MTN Acquisition” refers collectively to the acquisition by us of 8,850 towers from MTN Nigeria Limited, or MTN Nigeria, signed in December 2014, at the financial closing of which in December 2014 we acquired tranche one of the sites comprising 4,154 towers, followed by the acquisition of tranche two of the sites comprising 4,696 towers in July 2015. The business resulting from this acquisition is INT Towers.

​

•

“MTN Customers” refers to MTN Nigeria, MTN Côte d’Ivoire S.A., or MTN Côte d’Ivoire, MTN Cameroon Limited, or MTN Cameroon, MTN Zambia Limited, or MTN Zambia, and MTN Rwandacell Limited, or MTN Rwanda.

​

•

“MTN Group” refers to MTN Group Limited and its subsidiaries, one of which is one of our shareholders as well as a related party of certain MTN operating entities that are our customers in the countries in which we currently operate. In each African market in which we currently operate, one of the MTN operating entities is a customer of ours.

​

•

“NAFEX” refers to the Nigerian Autonomous Foreign Exchange Rate Fixing Methodology.

​

•

“Naira” and “₦” refers to the lawful currency of the Federal Republic of Nigeria.

​

•

“New Sites” refers to Towers owned and operated by the Group constructed through build-to-suit arrangements for the initial Tenant.

​

 

viii

 

•

“sites” refers to towers that are owned or operated by us.

​

•

“Skysites” refers to Skysites Holdings S.A.

​

•

“Skysites Acquisition” refers to the acquisition by us on January 6, 2021 of Skysites from a group of eighteen persons. At closing, Skysites had 1,005 towers in Brazil.

​

•

“SLAs” refer to site-specific documents or agreements entered into in relation to specific sites pursuant to an MLA.

​

•

“subscribers” refers to the number of active subscriber identification module, or SIM, cards in service rather than the number of services provided (excluding machine to machine connections). For example, if a subscriber has both a data and voice plan on a smartphone this would equate to one subscriber. Alternatively, a subscriber who has a data and voice plan for a smartphone and a data plan for a tablet would be counted as two subscribers.

​

•

“Tenants” refers to the number of distinct customers who have leased space on each Tower across our portfolio. For example, if one customer had leased tower space on five of our Towers, we would have five Tenants.

​

•

“TIM Fiber Acquisition” refers to our signing of definitive transaction agreements with TIM Brasil on May 5, 2021 in relation to the acquisition and deployment of TIM Brasil’s secondary fiber network infrastructure. Upon closing, which remains subject to customary conditions and approvals, the existing and future fiber assets will be operated in Brazil through a new entity, which we refer to as FiberCo, in which we will own 51% of the shares upon completion and TIM Brasil will own the remaining 49%.

​

•

“TIM Brasil” refers to TIM S.A.

​

•

“Towers” refers to ground-based towers, rooftop and wall-mounted towers, cell poles, in-building solutions, small cells, distributed antenna systems and cells-on-wheels, each of which is deployed to support wireless transmission equipment. We measure the number of Towers in our portfolio at a given time by counting the number of Towers that we own or operate with at least one Tenant. The number of Towers in our portfolio excludes any towers for which we provide managed services.

​

•

“Zain Kuwait” refers to Mobile Telecommunications Company K.S.C.P.

​

 

ix

 

1

 

2

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Market Share (December 31, 2020)

​

Country

​

​

2020 Population (millions)

​

​

# of IHS Towers June 30, 2021

​

​

# of IHS Towers December 31, 2020

​

​

Estimated Outsourced Towers December 31, 2020

​

​

Estimated Total Towers December 31, 2020

​

​

IHS Towers Market Position

​

Nigeria

​

​

​

​

209

​

​

​

​

​

16,522

​

​

​

​

​

16,537

​

​

​

​

​

25,535

​

​

​

37,625

​

​

​

​

#1

​

​

Côte d’Ivoire

​

​

​

​

27

​

​

​

​

​

2,701

​

​

​

​

​

2,702

​

​

​

​

​

2,702

​

​

​

4,079

​

​

​

​

#1

​

​

Cameroon

​

​

​

​

27

​

​

​

​

​

2,215

​

​

​

​

​

2,214

​

​

​

​

​

2,214

​

​

​

5,208

​

​

​

​

#1

​

​

Zambia

​

​

​

​

19

​

​

​

​

​

1,751

​

​

​

​

​

1,753

​

​

​

​

​

1,753

​

​

​

3,491

​

​

​

​

#1

​

​

Rwanda

​

​

​

​

13

​

​

​

​

​

1,160

​

​

​

​

​

958

​

​

​

​

​

958

​

​

​

1,605

​

​

​

​

#1

​

​

Kuwait

​

​

​

​

4

​

​

​

​

​

1,229

​

​

​

​

​

1,162

​

​

​

​

​

1,162

​

​

​

5,858

​

​

​

​

#1

​

​

Brazil

​

​

​

​

213

​

​

​

​

​

4,350

​

​

​

​

​

2,419

​

​

​

​

​

46,842

​

​

​

64,075

​

​

​

​

#5*

​

​

Peru

​

​

​

​

33

​

​

​

​

​

51

​

​

​

​

​

51

​

​

​

​

​

6,731

​

​

​

17,903

​

​

​

​

n.m.

​

​

Colombia

​

​

​

​

51

​

​

​

​

​

228

​

​

​

​

​

11

​

​

​

​

​

8,647

​

​

​

17,474

​

​

​

​

n.m.

​

​

3

 

​

4

 

5

 

6

 

7

 

​

​

​

Nigeria

​

​

Zambia

​

​

Rwanda

​

​

Côte d’Ivoire

​

​

Cameroon

​

​

Kuwait

​

​

Brazil

​

​

Peru

​

​

Colombia

​

​

Total/Average

​

2020 / 2025 Mobile SIMs (millions)

​

​

200 / 239

​

​

19 / 24

​

​

11 / 13

​

​

38 /44

​

​

25 / 30

​

​

7 / 7

​

​

206 / 224

​

​

36 / 37

​

​

62 / 65

​

​

604 / 684

​

Growth (2020-2025 CAGR)

​

​

3.6%

​

​

5.0%

​

​

4.9%

​

​

3.2%

​

​

3.8%

​

​

(0.3)%

​

​

1.7%

​

​

0.4%

​

​

0.8%

​

​

3.3%

​

2020 / 2025 Mobile Penetration

​

​

96% / 101%

​

​

102% / 113%

​

​

81% / 91%

​

​

141% / 146%

​

​

91% / 98%

​

​

161% / 158%

​

​

97% / 102%

​

​

110% / 107%

​

​

122% / 124%

​

​

102% / 108%

​

2020 / 2025 2G SIM Penetration

​

​

30% / 14%

​

​

41% / 14%

​

​

78% / 60%

​

​

28% / 11%

​

​

61% / 26%

​

​

2% / 0%

​

​

7% / 4%

​

​

15% / 7%

​

​

15% / 4%

​

​

30% / 14%

​

2020 / 2025 3G SIM Penetration

​

​

62% / 43%

​

​

44% / 27%

​

​

16% / 9%

​

​

58% / 48%

​

​

29% / 35%

​

​

39% / 9%

​

​

11% / 2%

​

​

32% / 14%

​

​

43% / 19%

​

​

48% / 33%

​

2020 / 2025 4G SIM Penetration

​

​

8% / 40%

​

​

15% / 60%

​

​

6% / 28%

​

​

14% / 40%

​

​

10% / 38%

​

​

58% / 40%

​

​

81% / 85%

​

​

52% / 72%

​

​

42% / 70%

​

​

22% / 47%

​

2020 / 2025 5G SIM Penetration

​

​

0% / 3%

​

​

0% / 0%

​

​

0% / 3%

​

​

0% / 1%

​

​

0% / 1%

​

​

1% / 50%

​

​

0% / 10%

​

​

0% / 8%

​

​

0% / 6%

​

​

0% / 5%

​

2020 / 2025 Smartphone Adoption

​

​

41% / 64%

​

​

47% / 72%

​

​

21% / 32%

​

​

41% / 59%

​

​

51% / 66%

​

​

83% / 88%

​

​

86% / 93%

​

​

73% / 88%

​

​

56% / 62%

​

​

50% / 68%

​

2020 / 2025 Average Data Usage (GB / SIM / month)

​

​

0.8 / 3.8

​

​

0.7 / 2.4

​

​

0.5 / 1.7

​

​

1.0 / 3.5

​

​

0.7 / 2.5

​

​

39.6 / 60.1

​

​

2.5 / 13.0

​

​

5.1 / 17.8

​

​

1.4 / 9.5

​

​

2.7 / 7.2

​

2020 Voice Usage (Min / handset / month)

​

​

120

​

​

102

​

​

199

​

​

129

​

​

93

​

​

100

​

​

140

​

​

255

​

​

211

​

​

124

​

2020 Total towers (thousands)

​

​

37.6

​

​

3.5

​

​

1.6

​

​

4.1

​

​

5.2

​

​

5.9

​

​

64.1

​

​

17.9

​

​

17.5

​

​

157.3

​

2020 SIMs per tower (thousands)

​

​

5.3

​

​

5.4

​

​

6.6

​

​

9.3

​

​

4.7

​

​

1.2

​

​

3.2

​

​

2.0

​

​

3.6

​

​

5.2

​

2020 Market colocation rate(1)

​

​

1.17x

​

​

1.35x

​

​

1.61x

​

​

1.51x

​

​

1.26x

​

​

1.01x

​

​

1.51x

​

​

1.48x

​

​

1.20x

​

​

1.28x

​

8

 

9

 

10

 

11

 

12

 

13

 

14

 

​

15

 

16

 

​

17

 

​

18

 

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2018

​

​

2019(1)

​

​

2020(1)

​

​

2020

​

​

2021

​

​

​

​

($ in thousands, except share and per share data)

​

IHS Holding Limited Statements of Income and Comprehensive Income Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

1,168,087

​

​

​

​

​

1,231,056

​

​

​

​

​

1,403,149

​

​

​

​

​

664,097

​

​

​

​

​

763,569

​

​

Cost of sales

​

​

​

​

(766,732)

​

​

​

​

​

(810,967)

​

​

​

​

​

(838,423)

​

​

​

​

​

(435,849)

​

​

​

​

​

(400,040)

​

​

Administrative expenses

​

​

​

​

(148,773)

​

​

​

​

​

(556,285)

​

​

​

​

​

(236,112)

​

​

​

​

​

(122,385)

​

​

​

​

​

(153,247)

​

​

(Loss allowance)/reversal of loss allowance on trade receivables

​

​

​

​

(50,611)

​

​

​

​

​

(27,944)

​

​

​

​

​

(13,081)

​

​

​

​

​

(1,341)

​

​

​

​

​

36,620

​

​

Other income

​

​

​

​

3,961

​

​

​

​

​

7,036

​

​

​

​

​

16,412

​

​

​

​

​

3,358

​

​

​

​

​

7,056

​

​

Operating profit/(loss)

​

​

​

​

205,932

​

​

​

​

​

(157,104)

​

​

​

​

​

331,945

​

​

​

​

​

107,880

​

​

​

​

​

253,958

​

​

Finance income

​

​

​

​

23,988

​

​

​

​

​

36,045

​

​

​

​

​

148,968

​

​

​

​

​

13,143

​

​

​

​

​

17,282

​

​

Finance costs

​

​

​

​

(315,942)

​

​

​

​

​

(288,915)

​

​

​

​

​

(633,766)

​

​

​

​

​

(377,217)

​

​

​

​

​

(154,621)

​

​

(Loss)/profit before income tax

​

​

​

​

(86,022)

​

​

​

​

​

(409,974)

​

​

​

​

​

(152,853)

​

​

​

​

​

(256,194)

​

​

​

​

​

116,619

​

​

Income tax expense

​

​

​

​

(46,748)

​

​

​

​

​

(13,518)

​

​

​

​

​

(169,829)

​

​

​

​

​

(96,696)

​

​

​

​

​

(40,013)

​

​

(Loss)/profit

​

​

​

​

(132,770)

​

​

​

​

​

(423,492)

​

​

​

​

​

(322,682)

​

​

​

​

​

(352,890)

​

​

​

​

​

76,606

​

​

(Loss)/profit attributable to Owners of the Group

​

​

​

​

(132,770)

​

​

​

​

​

(423,492)

​

​

​

​

​

(321,994)

​

​

​

​

​

(352,497)

​

​

​

​

​

77,323

​

​

Non-controlling interests(2)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(688)

​

​

​

​

​

(393)

​

​

​

​

​

(717)

​

​

(Loss)/profit per share – basic

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

0.00

​

​

(Loss)/profit per share – diluted

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

(0.00)

​

​

​

​

​

0.00

​

​

Weighted average number of shares outstanding – basic (thousands)

​

​

​

​

146,706,094

​

​

​

​

​

146,784,812

​

​

​

​

​

147,051,494

​

​

​

​

​

147,051,494

​

​

​

​

​

147,051,494

​

​

19

 

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2018

​

​

2019(1)

​

​

2020(1)

​

​

2020

​

​

2021

​

​

​

​

($ in thousands, except share and per share data)

​

Weighted average number of shares outstanding – diluted (thousands)

​

​

​

​

149,150,687

​

​

​

​

​

158,240,303

​

​

​

​

​

158,674,348

​

​

​

​

​

158,660,580

​

​

​

​

​

158,770,567

​

​

Pro forma as adjusted (loss)/profit per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

– basic(3)

​

​

​

​

(0.45)

​

​

​

​

​

(1.42)

​

​

​

​

​

(1.07)

​

​

​

​

​

(1.18)

​

​

​

​

​

0.22

​

​

– diluted(3)

​

​

​

​

(0.45)

​

​

​

​

​

(1.42)

​

​

​

​

​

(1.07)

​

​

​

​

​

(1.18)

​

​

​

​

​

0.22

​

​

Pro forma as adjusted weighted average number of shares outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

– basic (thousands)(3)

​

​

​

​

293,412

​

​

​

​

​

309,358

​

​

​

​

​

309,936

​

​

​

​

​

309,966

​

​

​

​

​

310,054

​

​

– diluted (thousands)(3)

​

​

​

​

298,301

​

​

​

​

​

317,252

​

​

​

​

​

317,852

​

​

​

​

​

317,897

​

​

​

​

​

317,994

​

​

Pro forma as adjusted (loss)/profit per share as further adjusted for this offering

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

– basic(4)

​

​

​

​

​

​

​

​

(1.02)

​

​

​

​

​

​

​

0.21

​

​

– diluted(4)

​

​

​

​

​

​

​

​

(1.02)

​

​

​

​

​

​

​

0.20

​

​

Pro forma as adjusted weighted average number of shares outstanding as further adjusted for this offering

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

– basic (thousands)(4)

​

​

​

​

​

​

​

​

327,936

​

​

​

​

​

​

​

328,054

​

​

– diluted (thousands)(4)

​

​

​

​

​

​

​

​

335,852

​

​

​

​

​

​

​

335,994

​

​

​

​

​

As of June 30, 2021

​

​

​

​

IHS Holding Limited Actual

​

​

Pro Forma As Adjusted And As Further Adjusted For This Offering(4)

​

​

​

​

($ in thousands)

​

IHS Holding Limited Consolidated Statement of Financial Position Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

​

541,644

​

​

​

​

​

920,449

​

​

Total assets

​

​

​

​

4,683,611

​

​

​

​

​

5,062,416

​

​

Non-current borrowings

​

​

​

​

1,976,840

​

​

​

​

​

1,976,840

​

​

Total borrowings

​

​

​

​

2,221,003

​

​

​

​

​

2,221,003

​

​

Stated capital

​

​

​

​

4,530,870

​

​

​

​

​

—

​

​

Share capital

​

​

​

​

—

​

​

​

​

​

98,416

​

​

Share premium

​

​

​

​

—

​

​

​

​

​

4,811,259

​

​

Total equity

​

​

​

​

1,322,041

​

​

​

​

​

1,700,846

​

​

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2018

​

​

2019(1)

​

​

2020(1)

​

​

2020

​

​

2021

​

​

​

​

($ in thousands)

​

IHS Holding Limited Consolidated Statement of Cash Flows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash generated from operating activities

​

​

​

​

462,307

​

​

​

​

​

641,940

​

​

​

​

​

635,256

​

​

​

​

​

301,391

​

​

​

​

​

369,395

​

​

Net cash used in investing activities

​

​

​

​

(264,596)

​

​

​

​

​

(235,806)

​

​

​

​

​

(758,512)

​

​

​

​

​

(626,628)

​

​

​

​

​

(331,634)

​

​

Net cash used in financing activities

​

​

​

​

(202,780)

​

​

​

​

​

(138,319)

​

​

​

​

​

(128,136)

​

​

​

​

​

(191,262)

​

​

​

​

​

(46,268)

​

​

20

 

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2018

​

​

2019(1)

​

​

2020(1)

​

​

2020

​

​

2021

​

​

​

​

($ in thousands, except ratio and operating data)

​

IHS Holding Limited Other Financial and Operating Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss)/profit

​

​

​

​

(132,770)

​

​

​

​

​

(423,492)

​

​

​

​

​

(322,682)

​

​

​

​

​

(352,890)

​

​

​

​

​

76,606

​

​

(Loss)/profit margin

​

​

​

​

(11.4%)

​

​

​

​

​

(34.4%)

​

​

​

​

​

(23.0%)

​

​

​

​

​

(53.1%)

​

​

​

​

​

10.0%

​

​

Adjusted EBITDA(5)

​

​

​

​

550,722

​

​

​

​

​

668,614

​

​

​

​

​

819,014

​

​

​

​

​

374,925

​

​

​

​

​

490,029

​

​

Adjusted EBITDA Margin(6)

​

​

​

​

47.1%

​

​

​

​

​

54.3%

​

​

​

​

​

58.4%

​

​

​

​

​

56.5%

​

​

​

​

​

64.2%

​

​

Towers (at period end)

​

​

​

​

23,863

​

​

​

​

​

24,076

​

​

​

​

​

27,807

​

​

​

​

​

27,473

​

​

​

​

​

30,207

​

​

Tenants (at period end)

​

​

​

​

36,301

​

​

​

​

​

37,652

​

​

​

​

​

42,864

​

​

​

​

​

42,253

​

​

​

​

​

45,487

​

​

Colocation Rate (at period end)

​

​

​

​

1.52x

​

​

​

​

​

1.56x

​

​

​

​

​

1.54x

​

​

​

​

​

1.54x

​

​

​

​

​

1.51x

​

​

Lease Amendments (at period end)

​

​

​

​

9,983

​

​

​

​

​

13,604

​

​

​

​

​

17,983

​

​

​

​

​

15,861

​

​

​

​

​

21,478

​

​

​

21

 

​

​

​

Year ended December 31,

​

​

Six months ended June 30,

​

​

​

​

2016

​

​

2017

​

​

2018

​

​

2019

​

​

2020

​

​

2020

​

​

2021

​

​

​

​

($ in thousands)

​

(Loss)/profit

​

​

​

​

(940,749)

​

​

​

​

​

(421,538)

​

​

​

​

​

(132,770)

​

​

​

​

​

(423,492)

​

​

​

​

​

(322,682)

​

​

​

​

​

(352,890)

​

​

​

​

​

76,606

​

​

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax (benefit)/expense

​

​

​

​

(176,278)

​

​

​

​

​

25,130

​

​

​

​

​

46,748

​

​

​

​

​

13,518

​

​

​

​

​

169,829

​

​

​

​

​

96,696

​

​

​

​

​

40,013

​

​

Finance costs(a)

​

​

​

​

1,202,718

​

​

​

​

​

645,652

​

​

​

​

​

315,942

​

​

​

​

​

288,915

​

​

​

​

​

633,766

​

​

​

​

​

377,217

​

​

​

​

​

154,621

​

​

Finance income(a)

​

​

​

​

(78,048)

​

​

​

​

​

(135,527)

​

​

​

​

​

(23,988)

​

​

​

​

​

(36,045)

​

​

​

​

​

(148,968)

​

​

​

​

​

(13,143)

​

​

​

​

​

(17,282)

​

​

Depreciation and amortization

​

​

​

​

271,570

​

​

​

​

​

326,701

​

​

​

​

​

317,304

​

​

​

​

​

384,507

​

​

​

​

​

408,662

​

​

​

​

​

221,024

​

​

​

​

​

183,925

​

​

Impairment of withholding tax receivables(b)

​

​

​

​

21,760

​

​

​

​

​

52,292

​

​

​

​

​

12,063

​

​

​

​

​

44,586

​

​

​

​

​

31,533

​

​

​

​

​

14,657

​

​

​

​

​

32,684

​

​

Business combination transaction costs

​

​

​

​

20,909

​

​

​

​

​

1,509

​

​

​

​

​

3,448

​

​

​

​

​

3,745

​

​

​

​

​

13,727

​

​

​

​

​

11,010

​

​

​

​

​

5,948

​

​

Impairment of property, plant and equipment and related prepaid land rent(c)

​

​

​

​

—

​

​

​

​

​

28,343

​

​

​

​

​

6,119

​

​

​

​

​

21,604

​

​

​

​

​

27,594

​

​

​

​

​

13,207

​

​

​

​

​

2,813

​

​

Decommissioning cost

​

​

​

​

3,475

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net loss/(gain) on sale of assets

​

​

​

​

4,518

​

​

​

​

​

3,043

​

​

​

​

​

2,557

​

​

​

​

​

5,819

​

​

​

​

​

(764)

​

​

​

​

​

(538)

​

​

​

​

​

(1,538)

​

​

Share-based payment expense/(credit)(d)

​

​

​

​

88,364

​

​

​

​

​

(27,436)

​

​

​

​

​

(5,065)

​

​

​

​

​

351,054

​

​

​

​

​

8,342

​

​

​

​

​

6,791

​

​

​

​

​

4,682

​

​

Insurance claims(e)

​

​

​

​

(2,055)

​

​

​

​

​

(1,537)

​

​

​

​

​

(1,847)

​

​

​

​

​

(3,607)

​

​

​

​

​

(14,987)

​

​

​

​

​

(2,584)

​

​

​

​

​

(5,402)

​

​

Listing costs

​

​

​

​

3,357

​

​

​

​

​

8,295

​

​

​

​

​

5,221

​

​

​

​

​

1,078

​

​

​

​

​

12,652

​

​

​

​

​

3,171

​

​

​

​

​

4,035

​

​

Customer contract exit fee income(f)

​

​

​

​

(50,958)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Other costs(g)

​

​

​

​

14,377

​

​

​

​

​

22,092

​

​

​

​

​

4,990

​

​

​

​

​

16,932

​

​

​

​

​

310

​

​

​

​

​

307

​

​

​

​

​

10,193

​

​

Other income(h)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1,269)

​

​

Adjusted EBITDA

​

​

​

​

382,960

​

​

​

​

​

527,019

​

​

​

​

​

550,722

​

​

​

​

​

668,614

​

​

​

​

​

819,014

​

​

​

​

​

374,925

​

​

​

​

​

490,029

​

​

​

22

 

​

23

 

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus.

Risks Relating to Our Business

A significant portion of our revenue is derived from a small number of MNOs. Non-performance under or termination, non-renewal or material modification of tower lease agreements with these customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

A significant portion of our revenue in each of our markets of operation is derived from a small number of customers, who usually constitute some of the largest MNOs in those markets. In particular, for the years ended December 31, 2018, 2019 and 2020, and the six months ended June 30, 2021, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 97%, 97%, 98% and 97%, respectively, of our consolidated revenue, with MTN Nigeria and Airtel Nigeria accounting for 55% and 10% respectively, of our consolidated revenue for the six months ended June 30, 2021. Should there be any negative impact on the businesses of our major customers, including these key MNOs, this in turn could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.

Due to the long-term nature of our MLAs (usually 5 to 15 years with subsequent renewal provisions), we are also dependent on the continued financial strength of our customers.

Some customers may operate with substantial leverage and/or rely on capital-raising to fund their operations and such customers may not have sufficient credit support or the ability to raise capital. If, for example, our customers or potential customers are unable to raise adequate capital to fund their business plans as a result of health pandemics or epidemics, including the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or do not have adequate parental support, they may reduce their capital spending, which could materially and adversely affect demand for space on our Tower sites or other infrastructure, which in turn could have a material adverse effect on our financial condition and/or results of operations.

Furthermore, some of our customers may become subject to regulatory or other action, which may result in unanticipated levies or fines. For example, in 2018, the CBN alleged improper repatriation by MTN Nigeria Communications PLC, or MTN Nigeria, of $8.1 billion between 2007 and 2015. The CBN, upon review of additional documentation, concluded that MTN Nigeria was no longer required to reverse the historical dividend payments made to MTN Nigeria shareholders. The CBN instructed MTN Nigeria to implement a notional reversal of the 2008 private placement of shares in MTN Nigeria at a net cost of circa ₦;19.2 billion—equivalent to $52.6 million (the notional reversal amount). This is on the basis that certain certificates of capital importation or CCIs, utilized in the private placement were not properly issued. MTN Nigeria and the CBN agreed that they will resolve the matter on the basis that MTN Nigeria will pay the notional reversal amount without admission of liability, and that the CBN will regularize all the CCIs issued on the investment by shareholders of MTN Nigeria, thereby bringing to a final resolution all incidental disputes arising from this matter.

In addition, MTN Nigeria was, until January 2020, involved in a $2 billion dispute with Nigeria's Attorney General regarding a demand for allegedly unpaid tax. In January 2020, the Attorney General withdrew its claims against MTN Nigeria and instead referred the matter to the Nigeria Federal Inland Revenue Service and the Nigeria Customs Service. Any fines levied against our customers, their inability to fund their operations or other financial difficulties experienced by our customers could

 

24

 

negatively affect their demand for tower space or their ability to perform their obligations under their lease agreements with us, and in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, in 2017 Emerging Markets Telecommunication Services Limited, or 9mobile, previously known as Etisalat Nigeria, one of our Key Customers in Nigeria, experienced certain payment issues with lenders, which ultimately resulted in the lenders enforcing their security rights pursuant to the credit agreement over the shares previously held by Etisalat Group (Emirates Telecommunications Group Company PJSC). 9mobile was reportedly sold in a distressed M&A process in November 2018, however, it has since been publicly reported that the international element of the consortium pulled out of the acquisition in early 2019 and the current ownership status remains unclear. 9mobile continues to trade in Nigeria and had a 7% market share as of June 30, 2021, down from 15% in 2015. In 2017 and 2018, we incurred a bad and doubtful debt charge of $38.3 million and $30.0 million respectively, relating to 9mobile’s outstanding trade receivables balance as a result of its financial distress during the period it was being restructured. While we continue to engage with 9mobile as a regular customer and currently continue to receive payments from 9mobile, 9mobile has failed to make full monthly payments to us in the past and any continued or future failure to make payments (including pursuant to any new arrangements entered into to try and resolve the situation) may result in us not receiving payment of amounts owed to us and further potential renegotiation of contract terms. See “— We may experience volatility in terms of timing for settlement of invoices or may be unable to collect amounts due under invoices.” These circumstances may, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations. For the years ended December 31, 2018, 2019 and 2020, and the six months ended June 30, 2021, 9mobile accounted for 13%, 13%, 7% and 6% of our revenue generated, respectively.

In addition, if any of our customers are unwilling or unable to perform their obligations under the relevant tower lease agreements, including as a result of health pandemics or epidemics, such as the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or related events (such as regulatory interventions on pricing to make MNO services more accessible during periods of lockdown or restricted movement or operations), our revenues, financial condition and/or results of operations could be adversely affected. In the ordinary course of our business, we do occasionally experience disputes with our customers, generally regarding the interpretation of terms in our lease agreements. From time to time, we also undertake routine revenue assurance exercises to determine that all customer equipment on site and services being provided to the customers are being accurately invoiced according to our contracts, and occasionally, we locate equipment that we have not previously invoiced to customers that we believe we are contractually able to invoice. Historically, we have sought to resolve these disputes in an amicable manner, and such disputes have not had a material adverse effect on our customer relationships or our business. However, it is possible that such disputes could lead to a termination of our lease agreements with customers, a material modification of the terms of those lease agreements or a failure to obtain new business from existing customers, any of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Furthermore, if we are forced to resolve any of these disputes through litigation or arbitration, our relationship with the applicable customer could be terminated or damaged, which could lead to decreased revenue or increased costs, which may in turn result in a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our customers may fail to meet their payment obligations on a timely basis or at all. Such failures to pay, payment delays or other non-performance may be due to a customer’s insolvency or bankruptcy, a downturn in the economic cycle or factors specific to the relevant customer. The failure of our customers to meet their payment obligations and/or our inability to find new customers in a timely manner could have a material adverse effect on our financial condition and/or results of operations.

No assurance can be given that our customers will renew their tower lease agreements upon expiration of those agreements or that customers will not request unfavorable amendments to existing agreements. Also, no assurance can be given that we will be successful in negotiating favorable terms with these customers. Any failure to obtain renewals of existing tower lease agreements or failure to successfully negotiate favorable terms for such renewals of or amendments to existing agreements (if

 

25

 

sought) could result in a reduction in revenues and, accordingly, have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may experience volatility in terms of timing for settlement of invoices or may be unable to collect amounts due under invoices.

Our contractual invoicing cycle is typically monthly in arrears or monthly or quarterly in advance, with the contractual payment cycle on average 30 to 60 days post invoice. As of December 31, 2020, we had gross receivables more than 90 days overdue of $190 million and held an impairment provision allowance of $134 million. While we may continue to pursue our contractual rights in collecting outstanding amounts, should the relevant counterparties be unable to meet their obligations to pay us any such sums in a timely manner, including as a result of health pandemics or epidemics, such as the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or related consequences, this could have a material adverse effect on our business, prospects, financial condition and/or results of operations, including planned working capital requirements. In addition, if our customers experience financial difficulties, as a result of regulatory actions, the COVID-19 pandemic or related effects, prolonged economic downturn, inability to raise funds or capital, or for any other reason, we may be unable to collect amounts due under invoices from those customers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our current and future markets involve additional risks compared to more developed markets, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We and our customers operate in various international markets, particularly in emerging markets such as in Africa, the Middle East and Latin America. As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including risks of:

•

general political and/or economic conditions, including any deterioration thereof, including inflation, impacting our existing or anticipated markets of operation, such as the effects of health pandemics or epidemics, including the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, or following the recent fall in copper prices that adversely affected Zambia’s economy or the recent volatility of oil price markets that have adversely affected economies such as Nigeria’s;

​

•

civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness;

​

•

acts of piracy or vandalism;

​

•

significant governmental influence over many aspects of local economies;

​

•

telecommunications regulatory systems and/or competition regimes regulating our or our customers’ services, or our ability to invest further in particular markets as a result of antitrust regimes that may, for example, impact us due to our ultimate shareholders also investing in other, ancillary businesses in the same market;

​

•

laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital;

​

•

laws or regulations that restrict foreign investment;

​

•

changes to existing or new tax laws or fees directed specifically at the ownership and operation of towers or our international acquisitions, which may also be applied or enforced retroactively;

​

•

changes to zoning regulations or construction laws, which could also be applied retroactively to our existing sites;

​

•

expropriation or governmental regulation restricting foreign ownership or requiring divestiture;

​

•

actions restricting or revoking spectrum or other licenses or suspending business under prior licenses;

​

 

26

 

•

material site security issues;

​

•

significant license or permit surcharges;

​

•

increases in the cost of labor (as a result of unionization or otherwise);

​

•

seizure, nationalization or expropriation of property or equipment;

​

•

repudiation, nullification, modification or renegotiation of contracts;

​

•

limitations on insurance coverage, such as political risk or war risk coverage, in certain areas;

​

•

political or social unrest, such as tensions between the “Anglophone” and “Francophone” regions of Cameroon;

​

•

local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations;

​

•

changes in foreign currency exchange rates;

​

•

price setting or other similar laws for the sharing of passive telecommunications infrastructure, or requirements to construct new sites in remote or rural areas that are less commercially viable for us;

​

•

complications associated with repairing and replacing equipment in remote locations, or supply chain issues arising out of global or geopolitical issues, such as operational and transport restrictions as a result of the COVID-19 pandemic;

​

•

import-export quotas, wage and price controls, imposition of trade barriers;

​

•

U.S. and foreign sanctions, trade embargoes or export control restrictions;

​

•

restrictions on the transfer of funds into or out of countries in which we operate, or lack of availability of foreign currency;

​

•

failure to comply with U.S. Treasury and other internationally recognized sanctions regulations restricting doing business with certain nations or specially designated nationals;

​

•

failure to comply with anti-bribery, anti-corruption laws or money laundering and regulations such as the Foreign Corrupt Practices Act, the UK Bribery Act or similar international or local anti-bribery, anti-corruption laws or money laundering, or Office of Foreign Assets Control requirements;

​

•

uncertain rulings or results from legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, which may be enforced retroactively, and delays in the judicial process;

​

•

actions, proceedings, claims, disputes and threats brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law;

​

•

regulatory or financial requirements to comply with bureaucratic actions;

​

•

changes to existing laws or new laws, and/or changing labor and taxation laws or policies, including confiscatory taxation;

​

•

other forms of government regulation and economic conditions that are beyond our control; and

​

•

governmental corruption.

​

Any of these or other risks could adversely impact our customers’ and/or our operations, which, in turn, could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our growth opportunities. In particular, a significant portion of our revenues are currently derived from our Nigerian operations (73% of our revenues for the six months ended June 30, 2021), and any such risks materializing within Nigeria in particular may have a significant impact on our business as a whole, including our business, prospects, financial condition and/or results of operations.

Operations in international markets, including emerging and less developed markets (including Africa, the Middle East and Latin America), also subject us to numerous additional and different laws

 

27

 

and regulations affecting our business, such as those related to labor, employment, unions, health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-bribery, corruption and money laundering. Our employees, subcontractors and agents could take actions that violate any of these requirements. Violations, or alleged violations, of any such laws or regulations could subject us to criminal or civil enforcement actions and adversely affect our reputation, any of which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our expansion into new geographic markets, such as Kuwait, Latin America, Egypt and other markets we may enter in the future, may present competitive, distribution, regulatory and other challenges that differ from the challenges we face in markets that we have historically operated in. In addition, we may be less familiar with the customers, competitive dynamics (including antitrust concepts or regimes that may be based on our ultimate group shareholding and that may limit our ability to make future investments, due to, for example, our ultimate shareholders also investing in other ancillary businesses in the same market, which regulatory authorities in some markets may view as impacting their antitrust considerations) and regulatory environment in these markets and may ultimately face different or additional risks, as well as increased or unexpected costs, compared to those we experience in our existing markets. Expansion into new geographic markets may also expose us to direct competition with companies with whom we have limited or no past experience as competitors. To the extent we rely upon expanding into new geographic markets and do not meet, or are unprepared for, any new challenges posed by such expansion, our future sales growth could be negatively impacted, our operating costs could increase, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. See “Risks Relating to the Markets in which We Operate.”

We and our customers face foreign exchange risks, which may be material.

For the six months ended June 30, 2021 and the year ended December 31, 2020, 63% and 65%, respectively, of our revenue was linked to the U.S. dollar or in euro-pegged currencies. The manner in which these revenues are linked to the U.S. dollar or the euro differs across our MLAs and jurisdictions of operation.

Our U.S. dollar-linked revenues are denominated in U.S. dollars in the relevant MLAs, but paid to us in local currency through contractual mechanisms. In such cases, including the majority of our MLAs in Nigeria, our MLAs may contain a formula for periodically determining the U.S. dollar to local currency exchange rate. Such MLAs typically have U.S. dollar-denominated components and local currency components of pricing, and the U.S. dollar components are converted to the local currency for settlement at a fixed conversion rate for a stated period of time, which conversion rates are reset quarterly, semi-annually or annually. As a result, in the event of devaluation, such as the ones that occurred in June 2016 and March 2020 in Nigeria, there is a risk of a delay between the timing of the devaluation and the next contractual reset, which may be significant. During the period between the date of the devaluation and the date of the reset, all of our revenues (i.e., both those revenues that are contractually linked to the U.S. dollar and those that are contractually linked to local currency) would reflect the new, devalued foreign exchange rate. When the reset is effected, the amount relating to the portion of the lease fees linked to the U.S. dollar, which is invoiced in local currency, is adjusted, upward, including in the cases of the June 2016 and March 2020 devaluations in Nigeria. Furthermore, our ability to maintain or enter into such contractually linked foreign exchange protection mechanisms in the future is not assured, which may in turn reduce our protection against fluctuations in foreign exchange rates and therefore could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, the conversion rates included in our MLAs may also be different than the rates at which our financial results are translated into U.S. dollars for reporting purposes. If we are required to use a higher rate for accounting purposes than that of our contracts, notwithstanding any underlying performance, it is likely that our financial results for the relevant periods in the future will show a related decline in performance. For example, as described below under “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’

 

28

 

financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations,” in April 2017 the CBN introduced a new foreign exchange window for investors and exporters, and while the majority of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that protect against foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate. While we have reached an agreement with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which has typically been aligned to the NAFEX rate), should these and similar circumstances arise again or continue to exist (where there is a divergence between the applicable market rate or translation rates for our financial results, and the exchange rate reflected in our contracts with customers), there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks, which could materially impact our results of operations. In addition, some of our contracts, particularly in Latin America and Kuwait, are based on local currency pricing with no direct foreign exchange link or conversion mechanism, and therefore any depreciation in local currency rates against the U.S. dollar would similarly impact our financial results when they are translated into U.S. dollars for reporting purposes, notwithstanding any underlying performance.

Certain of our other MLAs have revenue components linked to hard currencies, such as the U.S. dollar or the euro, because the MLAs are in local currencies that maintain a fixed exchange rate, or are “pegged,” to such currencies, such as those in Côte d’Ivoire and Cameroon. In addition, it was announced in December 2019 that the CFA Franc used in the West African Economic and Monetary Union (UEMOA), which includes Côte d’Ivoire, and which has a fixed exchange rate to the euro, would be replaced by a new currency called the Eco, and in June 2021, the heads of state of fifteen West African countries, including Côte d’Ivoire, comprising the Economic Community of West African States adopted a roadmap for the launch of the Eco in 2027. If such fixed or linked exchange rates are not maintained or “de-pegged,” it could result in fluctuations and/or devaluations of these currencies, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, even though our MLAs may have foreign currency-linked revenue components, or have use fees expressed in foreign currencies, the actual currency of settlement of a significant portion of our revenue is in local currencies, and we therefore remain exposed to foreign exchange risks. There may also be regulatory actions or pressure based on, among other things, socioeconomic or political reasons or events, to enforce local currency-based pricing, which would dilute any protection we may seek to include in our contracts to protect against local currency devaluations.

Most of our expenses are in the local currencies of the relevant jurisdiction of operation, except for certain of our borrowings, which are predominantly in U.S. dollars. For example, our $510 million 7.125% Senior Notes due 2025, or the 2025 Notes, and our $940 million 8.0% Senior Notes due 2027, or the 2027 Notes and, together with the 2025 Notes, the Notes, were issued in U.S. dollars. Certain other components of our capital expenditures may also be linked to foreign currency-based pricing elements. Diesel, which is one of our most significant expenses, may be considered as linked to U.S. dollars given the international pricing of oil, but is typically paid for in local currency. See “— Any increase in operating expenses, particularly increased costs for diesel or an inability to pass through or mitigate against increased diesel costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.” Should the relevant local currencies depreciate against the U.S. dollar, as was the case in mid-2016 and March 2020 in Nigeria, the local currency cost of buying diesel may increase. However, when translated back into U.S. dollars at the higher foreign exchange rate, the impact on our results is less notable. There may, however, be instances where our suppliers face foreign exchange pressure in the importation of certain materials, or as a result of the exchange rate at which they are able to source (or which applies to items for which charges are based on) foreign currency and import certain materials. This could in turn result in pressure from our suppliers to increase amounts payable by us.

We hold U.S. dollar cash balances in some of our jurisdictions of operation and/or convert local currencies to the relevant foreign currencies for payment obligations. Accordingly, we are subject to fluctuations in the rates of currency exchange between the local currencies and the relevant foreign currency as well as availability to source the relevant foreign currency in the jurisdictions in which we

 

29

 

operate, and such fluctuations and/or availability could have a material adverse effect on our business, prospects, financial condition and/or results of operations. There may also be limited availability of U.S. dollars in the market at the time when we convert the relevant local currency to U.S. dollars, in which case we may need to convert the relevant local currency into U.S. dollars at a less favorable currency exchange rate. See also “Risks Relating to the Markets in which We Operate — Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate could have a material adverse effect on our ability to service our foreign currency liabilities.”

In addition, our major customers may also face foreign exchange risks where their revenues are denominated in local currency, but their costs are denominated in, or linked to, a foreign currency such as the U.S. dollar, including the fees they pay to us. When the local currency depreciates against the relevant foreign currency (such as the significant depreciation of the Naira against the U.S. dollar, from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016, based on the official rate published by the CBN), it may impact the ability of our customers to make payments to us on a timely basis or at all, and our customers may either raise prices for their customers or cut back on capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms with us prior to the relevant MLA end date.

Fluctuations in exchange rates, including volatility related to the COVID-19 pandemic and its effects on the global economy, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies, as required, could have a material adverse effect on our business, prospects, financial condition and/or results of operations. See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility” and “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.”

The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.

As described below under “— Risks Relating to the Markets in which We Operate — Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility,” central banking authorities in the countries in which we operate may intervene in the currency markets or adopt policies that may impact the applicable exchange rates and/or amounts of foreign currency that may be obtained. In markets where there are multiple exchange rates available and/or referenced by the applicable banking authorities, there may be differences among the exchange rates companies use pursuant to accounting standards, contracted rates, rates quoted for other foreign exchange transactions, and ‘official’ central bank rates. If such differences exist, we may encounter issues relating to the interpretation or enforcement of our contracts with our customers. We may also be required to change the exchange rate applied to the translation of the local currency books of our operating subsidiaries to U.S. dollars for our consolidated group reporting purposes.

This has been particularly relevant to our operations in Nigeria, where a significant portion of our operations are based. Following the significant depreciation of the Naira against the U.S. dollar in 2016, as described in “Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material,” in a continuing effort to improve U.S. dollar liquidity in Nigeria and to assist investors and exporters in accommodating foreign exchange transactions, the CBN introduced a new foreign exchange window for investors and exporters in April 2017. This foreign exchange window, which includes the NAFEX, rate currently allows willing counterparties to exchange foreign currency through authorized dealers at a rate that is essentially market driven. This resulted in a situation where there were differing exchange rates in the market and we have been required to regularly monitor and evaluate which exchange rate is most appropriate to apply in the translation of the Naira books of our Nigerian operations to U.S. dollars for our consolidated group reporting purposes.

 

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During 2018 and 2019 the CBN official rate was approximately ₦306 to the U.S. dollar while the NAFEX rate was approximately ₦361 to the U.S. dollar. During 2020, the divergence between the two rates reduced as they both depreciated against the U.S. dollar, with the CBN rate and NAFEX rates as of December 31, 2020 being ₦381 and ₦410 to the U.S. dollar, respectively. As of May 31, 2021, the CBN ceased publishing what was the CBN Rate, although with limited impact on us given that the NAFEX rate was the most widely used rate at this time. The CBN now publishes the NAFEX rate on its website.

The determination of which is the most appropriate rate to use at the relevant time we produce financial information will depend on a number of factors, including, but not limited to, availability and liquidity in the market generally. The foreign exchange rate that we determine to be the most appropriate for the translation of our results for group reporting purposes may differ from the conversion rates contained within our contracts For example, from January 1, 2018, the results of our subsidiaries in Nigeria have been translated into our presentation currency, U.S. dollars, at the NAFEX monthly average exchange rate for income and expenses and from December 31, 2017, the assets and liabilities at the NAFEX closing rate at the balance sheet date. Prior to the agreements that we reached with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg, because the NAFEX rate used for accounting purposes had historically been higher than the CBN official rate used in our contracts, notwithstanding any underlying performance, our financial results for the relevant periods would have shown a related decline in performance in case of devaluation of NAFEX where the CBN official rate remained at the same level. While our contracts with certain of our Key Customers in Nigeria have been amended to resolve this anomaly, there can be no assurance that such a divergence between the applicable market rate or translation rate for our financial results, and the exchange rate reflected in our contracts with customers, will not occur again, or that the prevailing market rate on Bloomberg will not diverge from other exchange rates in the market (including NAFEX), which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations, notwithstanding any underlying performance.

In addition, other measures taken by the relevant authorities and/or the CBN, including the manner in which various exchange rates are published, may further impact the rates available in the market, and we may need to consider such measures for the purposes of our accounts.

Potential investors should, therefore, bear this in mind when considering an investment in our ordinary shares, and the potential impact on the future trading and/or market price of our ordinary shares based on a decline in reported financial and/or operational performance based on such factors.

A regional or global health pandemic, including the current outbreak of COVID-19, could severely affect our business.

A regional or global health pandemic, depending upon its duration and severity, could have a material adverse effect on our business. For example, in March 2020, the World Health Organization characterized COVID-19 as a global pandemic, which has had numerous effects on the global economy. Governmental authorities around the world implemented measures to reduce the spread of COVID-19, including “shelter-in-place” orders suggested or mandated by governmental authorities or otherwise elected as a preventive measure, and such measures adversely affected workforces, supply chains, economies and financial markets and led to an economic downturn in many of our markets.

As a result of the COVID-19 pandemic, we transitioned most of our employees to remote working arrangements and temporarily closed offices in some of our markets.

If our employees are not able to effectively work from home, or if our employees contract COVID-19 or another contagious disease, we may experience a decrease in productivity and operational efficiency, which could negatively impact our business, financial condition and results of operations. In addition, in most of our markets we were required to obtain permits designating certain employees as “key personnel” in order to facilitate the access to many of our Tower sites for construction, service and maintenance activities. While we have so far been able to obtain all required permits, there can be no assurance that we will be able to obtain all approvals or permits that may be required in the future.

In addition, as a result of the COVID-19 pandemic and its effects on the global economy, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies,

 

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we may experience fluctuations in foreign currency exchange rates in many of the markets in which we operate, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Continued global deterioration in economic conditions in light of the COVID-19 pandemic could adversely and materially affect us and/or our customers through disruptions of, among other things, the ability to procure telecommunications equipment or other supplies through the usual supply chains. For instance, shortages of capacity in shipping may occur and could affect the smooth flow of our and/or our customers' supply chains, increase transportation costs and/or decrease reliability. Continued global deterioration in economic conditions in light of the COVID-19 pandemic or similar events could also adversely and materially affect the ability of us and/or our customers to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks, or even through regulatory interventions or pressure on pricing and services offered that may reduce revenues for periods of time. Any resulting financial difficulties could result in uncollectible accounts receivable or reduced revenues, despite having provided increased services. Resulting supply chain or operational difficulties (including site access) may also result in us being unable to meet the service level agreement targets under our MLAs. See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure.” The loss of significant Tenants, or the loss of all or a portion of our anticipated Contracted Tenant Lease Revenue from certain Tenants, could have a material adverse effect on our business, financial condition and/or results of operations.

In the past, governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to financial markets. If these actions are not successful, the return of adverse economic conditions may cause a significant impact on our ability and the ability of our customers to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Although our results have not been materially affected by COVID-19 to date, we are unable to accurately predict the impact that COVID-19 will have on our or our customers’ operations going forward due to uncertainties that will be dictated by the length of time that any disruptions or consequential effects continue, which will, in turn, depend on the currently unknown duration of the COVID-19 pandemic, the impact of governmental regulations that might be imposed in response to the pandemic, the efficacy and availability of vaccines around the world, and the overall economic impact of the pandemic. The response measures imposed also differ in scope across our various markets and are subject to continuous updating. The severity and impact of the pandemic may vary across our markets, and the pandemic may have greater adverse effects in the emerging and less developed markets in which we operate. Due to the uncertainty of COVID-19, we will continue to assess the situation, including abiding by any government-imposed restrictions, market by market. While we have developed and expect to continue to develop plans to help mitigate the potential negative impact of COVID-19, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of our efforts. Accordingly, it is not possible for us to predict the duration and extent to which this will affect our business, future results of operations and financial condition at this time.

To the extent the COVID-19 pandemic, or any similar future pandemic or related events could have a material adverse effect on our or our customers’ business, financial condition, results of operations and/or liquidity, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section.

We may not successfully execute our business strategy and operating plans or manage our growth, all of which depend on various factors, many of which are outside our control.

The existing and future execution of our strategic and operating plans will, to some extent, be dependent on external factors that we cannot control, such as changes in the tower infrastructure industry or the wider telecommunications industry, particularly in the various jurisdictions in which we operate and may seek to operate in the future, changes in budgets of or demand from our current or potential customers for tower and other telecommunications infrastructure services, international legislative and regulatory changes, changes in regional security or the economy of the countries in which we operate, changes in fiscal and monetary policies, the availability of additional tower and other

 

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telecommunications infrastructure portfolios for acquisition and restrictions or other limitations relating to foreign direct investment or foreign ownership in particular markets (including, among other things, events such as health pandemics or epidemics, including the current outbreak of COVID-19 and future coronavirus or other outbreaks or events with a wide-ranging regional or global impact, accelerating the implementation of any such measures or giving rise to such factors). For example, high tariffs charged to users in the countries in which we operate compared to certain other countries in which we do not operate, may impede or slow the growth of the telecommunications industries in the countries in which we operate and, in turn, our business.

We may be unable to implement our strategy relating to the construction of New Sites and deployment of other telecommunications infrastructure. See “— Our ability to construct New Sites or to deploy other telecommunications infrastructure depends on a number of factors, many of which are outside of our control.”

Our ability to increase the number of Colocations and Lease Amendments on each Tower that we own across our portfolio is a key factor contributing to our growth and a key part of our strategy in the markets in which we operate. If we are unable to increase the number of Colocations and Lease Amendments on our Towers, either due to a lack of available space or from reduced customer demand, if we are unable to accurately assess and invoice customer equipment on our sites, or if we are unable to implement or achieve our other strategic plans or targets and key performance indicators, we may not achieve the revenues, margins or earnings that we need to grow or to offset the impact of any adverse economic conditions that may develop in the future.

Our ability to increase the usage of our infrastructure by our customers may depend on the performance of these customers and their success in acquiring and retaining end users for the purposes of their services. A decline in the number of end users for our customers, or lower than expected growth in end users for our customers, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses in order for us to remain competitive. The failure to implement and execute our strategic and operating plans in a cost-effective and timely manner, or at all, realize the cost savings or other benefits or improvements associated with such plans, or have financial resources to fund the costs associated with such plans or to incur costs in excess of anticipated amounts, or sufficiently assess and reassess the plans (including, in each case, as a result of challenges that may be posed or arise as a result of operating companies in which we may not have a majority of the economic or share ownership, whether in terms of operational or further commensurate funding challenges or otherwise), could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Further, successful execution of our business plan will require effective management of growth, which may include acquisitions. The management team, operational systems and internal controls currently in place or to be implemented may not be adequate for such growth, and the steps taken to hire personnel and to improve such systems and controls may not be sufficient. If we are unable to grow as anticipated, manage our growth effectively or successfully integrate any acquisitions (including their information technology or finance systems), it could have a material adverse effect on our business, prospects, financial condition and/or results of operations. See “Business — Our Strategy” for further information on our key strategies.

We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively deploy or maintain our infrastructure.

We engage third-party contractors to provide various services in connection with the site acquisition, construction, supply of equipment and spare parts, access management, security and preventative and corrective maintenance of tower sites, as well as power management, including the supply of diesel to certain of our sites, sometimes with a small number of contractors in the relevant jurisdiction. For example, we have outsourced power management, refurbishment, operations and maintenance and security

 

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functions for certain of our sites in Nigeria to certain key vendors. Their power management functions include the supply of diesel to and deployment of alternative power technologies, such as hybrid and solar power technologies, on certain sites, to help reduce diesel consumption to a contracted volume. Across our nine markets, as of June 30, 2021, we outsourced certain operations and maintenance activities at 72% of our Towers. We are exposed to the risk that the services rendered by our third-party contractors will not always be available, satisfactory or match our and/or our customers’ targeted quality levels, as well as the risk that they may otherwise be unable to perform their obligations to some extent or at all, including to the extent they are subject to labor disputes, become insolvent or as a result of operational, access or transport restrictions or other COVID-19 related limitations, or due to geopolitical events resulting in export control or similar restrictions. As a result, our customers may be unsatisfied with our services, and we may be required to pay certain financial penalties under our contracts, or our customers may terminate their contracts in the event of a material breach, either of which could have a material adverse effect on our reputation and brand, as well as our business, prospects, financial condition and/or results of operations.

For instance, recent economic and trade sanctions threatened and/or imposed by the U.S. government on a number of China-based technology companies, including Huawei Technologies Co., Ltd., or Huawei, and certain of their respective affiliates and other China-based technology companies, with whom we conduct business, as well as actions brought against Huawei and related persons by the U.S. and the Canadian governments and recent restrictions imposed by the UK government, have raised further concerns as to whether, in the future, there may be additional regulatory challenges or enhanced restrictions involving other China-based technology companies. Such potential restrictions or sanctions, as well as any associated inquiries or investigations or any other government actions, may be difficult or costly to comply with and may, among other things, delay or impede the development of the technology, products and solutions of China-based third-party contractors with whom we are currently engaged or may become engaged with and hinder the stability of the supply chains of such contractors, any of which may have a material adverse effect on our business, financial condition and/or results of operations.

In addition, if third-party contractors do not meet execution targets for both financial and operational performance, including not meeting our standards of service or complying with health, safety, employment or other laws and regulations, or are unable to perform to some extent or at all, we may have to step in and complete the process. If we are required to undertake this work ourselves, it could require extensive time and attention from our management and lead to increased future operating costs while the work is carried out, which could in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We also rely on third parties for our supply of diesel, which is critical, as many of the markets in which we currently or may, in future, operate (including, in particular, those in Africa and certain markets in the Middle East) have limited or unreliable power grid connectivity (including due to the impact of seasonal extreme weather conditions), thereby resulting in a heavy reliance on alternatives such as diesel-powered generators. Given the importance of diesel for our operations, we may purchase diesel in large quantities which is then stored at our facilities. This supply could be disrupted by events that are beyond our control, including, for example, in light of the COVID-19 pandemic and related effects (or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact). While we maintain planning, monitoring and logistics systems including bulk storage facilities aimed at providing a consistent supply of diesel to sites, scarcity of diesel, lack of available trucks, labor disputes, queues and other issues at fuel depots and security concerns at certain sites, and fire, among other things, including the impact of climate change or related initiatives, have in the past and may in the future, cause this supply to be disrupted. Disruption in the supply of diesel or diesel quality not meeting our requirements would impede our ability to continue to power our sites and adversely affect power uptimes. Widespread or long-term disruption in the supply of diesel may result in us being unable to meet the service level agreement targets under our MLAs, and in some cases we would be required to shoulder resultant financial penalties, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

 

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Our Contracted Tenant Lease Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.

Our Contracted Tenant Lease Revenue disclosed in this prospectus represents our estimate of the lease fees to be received from existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, including lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s contractual term, as of June 30, 2021. Our Contracted Tenant Lease Revenue is based on certain estimates and assumptions, such as constant foreign exchange rates, no escalation of lease fees despite contractual provisions in our MLAs in that regard, no new tenants or new Lease Amendments added, no amendments to our existing MLA terms and no Churn. Unanticipated events may occur that could adversely affect the actual results achieved by us during the periods to which these estimates relate, causing some or all of the actual results to deviate from our estimates and assumptions, which in turn could have a material adverse effect on our business, financial condition and/or results of operation.

Any increase in operating expenses or costs, particularly increased costs for diesel or ground lease costs, or an inability to pass through or mitigate against such costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our primary operating expenses include diesel fuel, site maintenance and security, salaries of engineers and security personnel, fees for licenses and permits and insurance. In addition, we incur ground lease costs and the continued development, expansion and maintenance of our tower site infrastructure requires ongoing capital expenditure. There is no assurance that our operating expenses, including those noted above, will not increase in the future or that we will be able to successfully pass any such increases in operating expenses to the customers. For example, we require a substantial amount of diesel to power our tower site operations. For the six months ended June 30, 2021, the cost of power generation, which includes diesel, haulage and minimal electricity, accounted for 29% of our cost of sales.

Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including the impact of the COVID-19 pandemic, geopolitical tensions and/or climate change or related initiatives, and we are only able to pass through a component of the fuel costs at our sites to our customers under the terms of certain of our contracts. We therefore remain exposed to diesel price volatility, which may result in substantial increases in our operating costs and reduced profits if prices rise significantly. Further, our attempts to reduce power costs through the deployment of DC generators, hybrid battery and solar technologies, while presently successful, may not be successful in the future.

Our ground lease costs are for a fixed duration, typically a 10 to 15 year term, paid for either on a monthly or quarterly basis or in advance for a multi-year portion of the overall term of the lease. Approximately 19% of our ground leases are due for renewal within the next 18 months. The renewal of a large proportion of our tower portfolio ground leases within a particular year requires a significant upfront rent payment made upon such renewal, which in turn could increase our cash outflows for that particular year. Any increases in operating expenses or lease costs referred to above would reduce our operating margins and may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

If we are unable to renew and/or extend our ground leases, or protect our rights to access and operate our Towers or other telecommunications infrastructure assets, it could have a material adverse effect on our business and operating results.

Our site portfolio consists primarily of ground-based towers constructed on land that is leased under long-term ground lease agreements. As of June 30, 2021, approximately 92% of the sites in our portfolio were operated under ground leases on land that we do not own. For sites on leased land, approximately 37% of the ground leases have an expiration date before the end of 2025 and, as of June 30, 2021, the average remaining life of our ground leases was 7.9 years.

 

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For various reasons, landowners or lessors may not want to renew their ground leases, may seek substantially increased rents, or they may lose their rights to the land (including, for example, if such land is subject to concession agreements) or transfer their land interests to third parties, which could affect our ability to renew ground leases on commercially viable terms or at all. In addition, we may not have the required available capital to extend these ground leases at the end of the applicable period. In the event that we cannot extend these ground leases, we will be required to dismantle and/or relocate these Towers and may lose the cash flows derived from such Towers, which may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Real property interests relating to towers consist primarily of leasehold interests, which in some cases relate to sites for which special access arrangements may be required, such as Towers located on or near airports, government facilities or rooftops. For various reasons, we may not always have the ability to access, analyze and verify all information regarding titles and other issues prior to entering into a ground lease, or we may be unable to contractually agree to amendments in relation to sensitive site access issues, all of which could affect the rights to access and operate the site. From time to time, we may also experience disputes with lessors regarding the terms of ground leases, which could affect our ability to access and operate a tower site. The termination of a ground lease may interfere with our ability to operate and generate revenues from the Tower. If this were to happen at a material number of sites, it would have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Our ability to access and operate our Towers or other telecommunications infrastructure may also rely on right of use or other similar agreements with third parties. In the event that we cannot renew or continue to exercise our rights under these agreements, we will be required to dismantle and/or relocate these Towers or other telecommunications infrastructure assets, and may lose the cash flows derived from such assets, which may have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may experience the loss of tenancies and/or customers, and are exposed to the loss of revenue from the failure or acquisition of any customer or customer consolidation.

If we were to experience a loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for a customer on a site in any particular period, we would face what is known as Churn. For example, Tenants may determine that demand has changed in a particular area and they no longer need tower infrastructure at certain sites. A Tenant may Churn if the MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company. Similarly, certain customers may be acquired, experience financial difficulties or cease operations as a result of technological changes or other factors, including the COVID-19 pandemic and resulting effects (or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact), which could result in renewal on less favorable terms, cancellation or non-renewal of our tenancy agreements. We experienced Churn of 493, 305, 381 and 774 Tenants for the years ended December 31, 2018, 2019 and 2020, and the six months ended June 30, 2021, respectively. Other than a customer churning at the end of its term, limited termination clauses may apply pursuant to the relevant MLA. Certain of our customer agreements also contain a contractual right to Churn a limited number of sites each year without penalty, and customers with no such right could use their negotiating power in the future to request the ability to Churn certain tenancies. If customers terminate or fail to renew tower lease agreements with us (either on commercially acceptable terms, or at all), are acquired or, become insolvent, or otherwise become unable to pay lease fees, the loss of such customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Also, as is customary in tower infrastructure acquisitions, purchase agreements sometimes allow the purchaser of a site, such as us, to unwind sites when legal title has not been transferred by a date falling a number of months after completion of the acquisition, or the long-stop date, unless extended by the mutual consent of the parties. In the event that such unwinding takes place, which is typically at the option of the purchaser, the seller would reimburse the purchaser for the price paid for the sites that are subject to unwinding and the seller, such as the relevant MNO, would stop paying the lease fee for

 

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those sites. Failure to transfer the legal title of acquired sites, including in respect of prior acquisitions where the long-stop date has been extended, or future acquisitions, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Further, consolidation among or with our customers could result in a reduction in their or the market demand for base transmission sites and/or Colocation, as certain base transmission sites may become redundant or additional tower spaces could be acquired through consolidation, and our customers may therefore choose not to renew their contracts and lease agreements, and we may also not be able to pursue our strategies to obtain or engage with new customers, or we may face reduced or less than anticipated demand from new or existing customers, in any particular market. Such consolidation may also result in a reduction in our customers’ (or potential new customers’) future capital expenditures, including as a result of their expansion plans being similar or if their requirements for additional sites decreases on a consolidated basis. We believe consolidation may occur in certain of our markets in order to achieve both the scale and economic models necessary for long-term growth. Customer or industry consolidation may also result in increased customer concentration. See “— A significant portion of our revenue is derived from a small number of MNOs. Non-performance under or termination, non-renewal or material modification of tower lease agreements with these customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.” Our contracts and lease agreements may be unable to protect us adequately from a reduction in tenancies due to consolidations and we may be unable to renew contracts or lease agreements on favorable terms, or at all. If a significant number of contract or lease terminations occur due to industry consolidation, our revenue and cash flow could be adversely affected, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

A slowdown in the growth of, or reduction in demand for, wireless communications services could adversely affect the demand for tower space and could have a material adverse effect on our financial condition and/or results of operations.

Demand for tower space is dependent principally on demand from wireless communications carriers, which, in turn, is dependent on subscriber demand for wireless services. Most types of wireless services currently require ground-based network facilities, including communications sites for transmission and reception. The extent to which wireless communications carriers lease such communications sites depends on a number of factors beyond our control, including the level of demand for such wireless services, the availability of spectrum frequencies, the financial condition and access to capital of such carriers (including as a result of the COVID-19 pandemic and resulting effects, or any future coronavirus or other outbreaks or events with a wide-ranging regional or global impact), changes in telecommunications regulations and general economic conditions, as well as factors such as geography and population density. In addition, if our customers or potential customers do not have sufficient funds from operations or are unable to raise adequate capital to fund their business plans or face other financial issues, they may reduce their capital spending, which could adversely affect demand for space on our towers, which in turn could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

In addition, tower sharing must continue to be seen by wireless telecommunications providers as a cost-effective way to satisfy their passive infrastructure needs. Any slowdown in the growth of, or reduction in demand for, wireless telecommunications services, or any failure of tower sharing to continue to develop as a way to meet the requirements of wireless telecommunications providers in the countries in which we operate, may adversely affect the demand for tower sites and could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our cash flows.

Further, there can be no assurances that 3G, 4G (including LTE), 5G, advanced wireless services in any other spectrum bands or other new wireless technologies will be deployed or adopted as rapidly as estimated or that these new technologies will be implemented in the manner anticipated or at all. Additionally, the demand by consumers and the adoption rate of consumers for these new technologies once deployed may be lower or slower than anticipated, particularly in emerging and less developed markets such as those in which we operate or may operate in the future. We may also need to adapt our

 

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business model to new technologies such as 5G and the resulting change to products and services we offer, as well as to changing customer or local or regulatory requirements, such as increasing construction of new sites and infrastructure expansion in remote or rural areas, which may be less commercially viable or more technologically or operationally challenging for us (including potentially as a result of needing to contemplate elements of active communications equipment or revenue share models within our business or operating model). These factors could adversely affect our growth rate since growth opportunities and demand for our tower space as a result of such new technologies may not be realized at the times or to the extent anticipated, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

New technologies designed to enhance the efficiency of wireless networks and potential active sharing of the wireless spectrum could reduce the need for tower-based wireless services and could make our tower infrastructure business less desirable to or necessary for Tenants and result in decreasing revenues.

The development and implementation of new technologies designed to enhance the efficiency of wireless networks or the implementation by MNOs of potential active sharing technologies could reduce the use of and need for tower-based wireless services transmission and reception and could decrease demand for tower-based antenna space and ancillary services we provide. For example, new technologies that may promote network sharing, joint development, or resale agreements by our wireless service provider customers, such as signal combining technologies or network functions virtualization, may reduce the need for our wireless infrastructure, or may result in the decommissioning of equipment on certain sites because portions of the customers’ networks may become redundant. In addition, other technologies and architectures, such as WiFi, DAS, femtocells, other small cells, or satellite (such as low earth orbiting) and mesh transmission systems may, in the future, serve as substitutes for, or alternatives to, the traditional macro site communications architecture that is the basis of substantially all of our site leasing business. Additional examples of such new technologies might include spectrally efficient technologies which could potentially relieve some network capacity problems, or complementary voice over internet protocol access technologies that could be used to offload a portion of subscriber traffic away from the traditional tower-based networks, which would reduce the need for telecommunications operators to add more tower-based antenna equipment at certain tower sites. MNOs in European markets have implemented active sharing technologies in which MNOs share the wireless spectrum and, therefore, need fewer of their own antennas and less tower space for such equipment. Moreover, the emergence of alternative technologies could reduce the need for tower-based wireless services transmission and reception. For example, the growth in delivery of wireless communication, radio and video services by direct broadcast satellites could materially and adversely affect demand for our antenna space, or certain alternative technologies could cause radio interference with older generation tower-based wireless services transmission and reception. As a result, the development and implementation of alternative technologies to any significant degree could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

Increased competition in the tower infrastructure industry could have a material and adverse effect on our business.

Although we are a leading independent provider of telecommunications tower infrastructure in most of our markets, competition in the tower infrastructure industry exists and customers have alternatives for leasing tower space, including:

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telecommunications operators which own and lease their own tower portfolios;

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in certain circumstances, owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers; and

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other independent tower companies operating in the market, such as American Tower Corporation, or ATC, SBA Communications Corporation, or SBA, or other tower companies that may enter the market.

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We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as the Middle East and Latin America) is based on, among other

 

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things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing and ability to offer additional services to tenants and operational performance, as well as the size of a company’s site portfolio and its ability to access efficient capital. For example, in 2014, certain MNOs, including MTN Nigeria, Airtel Nigeria and Etisalat Nigeria (now known as 9mobile) concluded sale and lease back transactions of their previously owned site portfolios in Nigeria. These transactions led to the emergence of ATC as the other major independent tower company in Nigeria, with a site portfolio of approximately 6,500 towers as of June 30, 2021. ATC is our primary competitor in Nigeria and Africa. We are the market leader in Africa by tower count with 24,349 towers compared to ATC with 20,988 towers, Helios Towers Plc with 8,603 towers and SBA Communications with approximately 1,000 towers as of June 30, 2021. In Brazil, the competitive landscape is wider with ATC and SBA owning approximately 23,000 and 10,000 towers, respectively, and numerous smaller tower companies of similar size to or smaller than our business. The Brazilian competitive landscape presents opportunities for consolidation. We also compete to a lesser extent with telecommunications operators who have retained their own towers and continue to manage them and make them available for Colocation. In certain circumstances, we also compete with owners of alternative site structures such as building rooftops, outdoor and indoor DAS networks, billboards and electric transmission towers. In addition, there may be increased competition in the future from other independent tower companies operating in, or that may enter, our markets. In particular, we may face competition in Latin America from other independent tower companies who may have a substantially larger site portfolio or have operated in the region for a longer period of time than we have.

Competitive pressures could increase and could have a material adverse effect on lease rates paid by our customers, which could result in existing customers not renewing their leases, or new customers leasing towers from our competitors rather than from us. In addition, we may not be able to renew existing customer leases or enter into new customer leases, either on commercially acceptable terms or at all, which could have a material adverse effect on our results of operations and growth rate. Increasing competition could also make the acquisition of attractive tower portfolios or other tower companies more costly, or limit acquisition opportunities altogether, particularly in cases where our competitors have a lower cost of capital. Any of the foregoing factors could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

We may not successfully identify or integrate acquired assets or businesses into our operations or be able to fully recognize the anticipated benefits of assets or businesses that we acquire or establish in either existing or new markets.

A key element of our growth strategy has been to increase our tower portfolio through acquisitions, and we expect to continue to make acquisitions in the future, including in new geographic markets and/or adjacent telecommunication infrastructure verticals. During 2020, we completed the Kuwait Acquisition through a controlling investment (for a portfolio of up to 1,620 towers) and also the CSS Acquisition that included 2,312 towers (2,251 in Brazil, 51 in Peru and 10 in Colombia). In early 2021 we completed the Skysites Acquisition that included 1,005 towers in Brazil and the Centennial Acquisition that included 819 towers (602 in Brazil and 217 in Colombia). We also signed definitive transaction agreements with TIM Brasil on May 5, 2021 for the acquisition and deployment of TIM Brasil’s secondary fiber network infrastructure. See “Prospectus Summary — Recent Acquisitions.” There can be no assurance that we will be able to identify suitable acquisition candidates in the future or acquire them on acceptable terms, including due to increased competition for attractive acquisition opportunities in the relevant markets, or that any particular acquisition or investment will perform as anticipated in our investment appraisals or related targets. Additionally, we rely on our due diligence of the acquired assets or business and the representations and financial records of the sellers and other third parties to establish the anticipated revenues and expenses and whether the acquired assets or business will meet our internal guidelines for current and future potential returns. Given the nature of the individual assets which are numerous and geographically diverse, it can be difficult to conduct effective physical diligence on these, which is typically conducted by way of a sample audit. In addition, we may not always have the ability to analyze and verify all information regarding title, access and other issues regarding the land underlying acquired towers. The condition of the assets can also deteriorate significantly during the period prior to closing (and after physical site audits) because sellers may reduce operating and capital expenditure on such towers.

 

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Moreover, we may incur significant costs during the evaluation and consideration of new investment opportunities or the pursuit of such acquisitions, which are often conducted through competitive auction processes. Tower portfolio or other asset acquisitions typically take a considerable period of time to sign and close and usually close in stages, but can involve up-front investments that cannot be recovered regardless of whether the transaction is successfully completed. Tower portfolio or other asset acquisitions are subject to certain customary conditions precedent and closing these transactions will generally depend on whether certain conditions precedent are satisfied, such as regulatory approvals. In the event that conditions precedent are not satisfied or are not satisfied in a timely manner, we may be unable to acquire certain tower portfolios or other assets, or closings (and therefore operations and revenues) may be delayed, while, in each case, incurring associated or continuing transaction costs. For example, on March 27, 2019, we announced that we had entered into an agreement with Mobile Telecommunications Company Saudi Arabia to acquire approximately 8,100 towers in the Kingdom of Saudi Arabia, although on December 30, 2019, it was announced that this agreement had been terminated following expiry of the initial longstop date. We may also at any time be participating in one or multiple sale or acquisition processes across various markets and continents (which may include processes in Africa, Middle East, Latin America and Southeast Asia with different counterparties). Given the confidential nature of such processes the details of these would only be available once we have been selected as the preferred candidate and reached agreement on terms with the counterparty. We may also be unable to succeed in the processes (or any of them) in which we participate or reach an agreement on terms with the counterparty should we be selected as the preferred candidate. Given the often-varying transaction structures of these telecommunication infrastructure sales or acquisitions, we often have little or no control on the timing of such processes.

We may be required to rely on the financial and operational representations, warranties and undertakings (including any indemnity) of sellers. If: (i) records with respect to the acquired assets are not complete or accurate, (ii) we do not have complete access to, or use of, the land underlying the acquired towers, (iii) we discover that the towers or other telecommunications infrastructure have structural issues (such as overloading) (iv) the towers or other assets do not achieve the financial results anticipated, or (v) there are historic liabilities attaching to the acquired assets that we are unable to successfully recover under an indemnity, it could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Furthermore, some sellers may or may not have the financial capacity to support a subsequent claim against them. While we acquire representation and warranty insurance in some of our transactions, such policies typically contain certain exclusions that would limit our ability to recover certain losses.

In addition, the process of integrating acquired assets or businesses into our operations, including the Kuwait Acquisition, CSS Acquisition, Skysites Acquisition, Centennial Acquisition and the TIM Fiber Acquisition, may result in unforeseen operating difficulties and large expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We may also be unable to retain or replace key personnel of an acquired business, or recruit key personnel in the case of acquired assets, which could reduce the value of the acquisition and prevent us from realizing our strategic goals. These risks may be exacerbated in material acquisitions. Further, such material acquisitions may exacerbate the risks inherent with our growth strategy, such as (i) an adverse impact on our overall profitability if the acquired towers or business does not achieve the financial results estimated in our valuation models, (ii) unanticipated costs associated with the acquisitions that may impact our results of operations for a period, (iii) increased demands on our cash resources that may, among other things, impact our ability to explore other opportunities, (iv) undisclosed and assumed liabilities that we may be unable to recover, (v) increased vulnerability to general economic conditions, (vi) an adverse impact on our existing customer relationships, (vii) additional expenses and exposure to new regulatory, political and economic risks if such acquisitions were in new jurisdictions and (viii) diversion of managerial attention. Furthermore, our international expansion initiatives are subject to additional risks such as complex laws, regulations and business practices that may require additional resources and personnel. There can be no assurance that we will be successful in integrating acquisitions, including the Kuwait Acquisition, CSS Acquisition, Skysites Acquisition, Centennial Acquisition and TIM Fiber Acquisition, into our existing business or be able to fully recognize the anticipated benefits of towers or businesses that we acquire, and failure to do so could have a material adverse effect on our business, prospects, financial condition and/or results of operations.

 

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Our ability to construct New Sites or to deploy other telecommunications infrastructure depends on a number of factors, many of which are outside of our control.

Our ability to construct New Sites or to deploy other telecommunications infrastructure in new or existing markets affected by a number of factors beyond our control, including the availability of and access to suitable land that meets our requirements, including those of the initial customer, and the availability of construction equipment and skilled construction personnel. Delays brought on by a number of factors could also adversely affect our ability to deliver New Sites or to deploy other telecommunications infrastructure in a timely and cost effective manner, particularly in connection with timelines contractually agreed with customers. There can be no assurance that:

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we will be able to enter into identified new markets in which we intend to deploy New Sites or other telecommunications infrastructure;

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every individual New Site or other telecommunications infrastructure asset will be commercially viable or meet our investment criteria;

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we will be able to overcome setbacks to new construction, including local opposition;

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we will be able to maintain relationships with the regulatory authorities and to obtain any required governmental approvals for new construction, including any access permits required as a result of restrictions imposed in response to the COVID-19 pandemic;

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the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers;

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there will be a significant need for the construction of new towers or other telecommunications infrastructure;

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we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other telecommunications infrastructure;

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we will be able to import the equipment necessary for the construction or deployment of New Sites or other telecommunications infrastructure;

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we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other telecommunications infrastructure, including steel and fiber, or purchase such components at expected prices; or

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we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other telecommunications infrastructure.

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Although we are continuously examining the merits, risks and feasibility of and searching for strategic new site opportunities, such efforts may or may not result in profitable New Sites, including as a result of these uncertainties, which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations. See “— We do not always operate with the required approvals and licenses for some of our sites, particularly where it is unclear whether a certain license or permit is required or where there is a significant lead time required for processing the application, and therefore may be subject to reprimands, warnings and fines for non-compliance with the relevant licensing and approval requirements” for more information.

We rely on key management personnel and any inability to recruit, train, retain and motivate key employees could have a material adverse effect on our business.

We believe that the current management team contributes significant experience and expertise to the management and growth of the business. The continued success of the business and our ability to execute our business strategies in the future will depend in large part on the efforts of key personnel particularly Mr. Darwish, our Chairman, Group Chief Executive Officer and Director, and our other senior officers, each of whose services are critical to the success of our business strategies. There is also a shortage of skilled personnel in the telecommunications infrastructure industry in the markets in which we operate, which we believe is likely to continue. As a result, we may face increased competition for skilled employees in many job categories from tower companies, telecommunications operators