MTN Shares Offer
The Offer Shares will be issued at an offer price of GHS 0.75 per Offer Share.
Eligible Employees participating in the Offer will be entitled to an employee discount of 10% on the aggregate amount payable for the Offer Shares allocated to such Eligible Employee. For the avoidance of doubt, the aggregate amount of the employee discount available to each Eligible Employee shall not exceed the equivalent of 3 months’ gross salary of that Eligible Employee as at the date of the Prospectus. Eligible Employees should note that there are likely tax implications for each Eligible Employee who benefits from all or part of the employee discount described in this section. As such, Eligible Employees who wish to take advantage of the employee discount should seek financial and tax advice prior to completing the relevant portion of the Application Form relating to their employee status. Eligible Employees should also note that MTN Ghana may (subject to Applicable Law) impose a lock-up period restriction and/or other conditions (to be determined by the MTN Ghana Board) on the sale or transfer of any Offer Shares which are the subject of the employee discount. Any restriction or conditions determined by the MTN Ghana Board may be imposed before or after the Offer Closure Date and shall be communicated to the participating Eligible Employees.
Applicants who are Eligible Employees and wish to take advantage of the employee discount should complete the relevant portion of the Application Form relating to their employee status.
1.4.3 Offer Price Estimation
The Financial Adviser undertook a valuation exercise to determine a fair value of MTN Ghana for the purpose of determining the Offer Price. The valuation of MTN Ghana was determined using the following valuation techniques:
- discounted cash flow valuation;
- trading comparables valuation;
- precedent transaction multiples; and
- broker-based sum of the parts valuation for MTN Group and valuation for MTN Ghana
Based on the values obtained from these valuation techniques, the MTN Ghana Board approved the Offer Value of GHS 3.48 billion for 35% equity in MTN Ghana (USD 789.1 million based on an exchange rate of 4.4078 as at 30 April 2022 (Source: Bank of Ghana).
The multiples for the trading comparables used in the valuation are of listed companies in the same industry across comparable emerging markets. The Offer Price results in a post-management fee EV/EBITDA 2022E of 7.1 times, which is a slight premium to its peer group’s mean of 6.9 times EV/ EBITDA 2022E.