Case study
Options for Celtel
An African Company's Choice: IPO or Sale?

Prof. Ian Giddy, New York University



The Alternatives

In early March 2005, Celtel International B.V., a pan-African mobile communications group, was facing a choice for the company's future. Many felt that now was the time for the private company to do an initial public offering (IPO), with a listing on the London and Johannesburg exchanges. Such a listing could give existing shareholders liquidity, enable the company to raise additional capital for expansion in Africa, and provide a high valuation for the company's equity. One estimate put the listed value at GBP1.1 billion ($2 billion). Stock markets were rewarding telecommunications players in emerging markets, so a listing would have placed a relatively high value on the shares. Celtel's Anglo-Sudanese founder and chairman, Mo Ibrahim, was keen on getting the highest possible price for his 21% stake.

On the other hand, an IPO would be expensive, and would not immediately allow major investors to sell their shares. Hence another possibility being considered was a sale to a major telecoms company. The proposed IPO was drawing the attention of several international telecoms groups. "We never had a 'for sale' sign up," said Chief Executive Marten Pieters. "But if interested parties come in with unsolicited offers at a nice level, the board has a duty to share those with the shareholders."

What should be done? A decision had to be made soon. Now seemed a good time to sell the company: the company had just announced that net profit more than doubled to $147 million for the year ended Dec. 31 2004, compared with $73 million in 2003; this news would undoubtedly boost the potential IPO price.

* * *
Pieters said the group was seeing good returns from its investment across the sub-Saharan region. "The Group is delivering strong organic growth in all our operations and we are now building on our unique position in East Africa as the only operator in each of Kenya, Tanzania and Uganda. We invested more than $250 million in infrastructure in Africa in 2004, an increase of 140% compared to the previous year. Our focus is to continue to invest in our pan-African business and premier brand at a time of rapid growth for mobile telephony on the continent," he said.

Celtel reported that revenues were up by 62% to U.S. $614 million on a consolidated basis, due to to strong organic growth of the customer base and the major acquisition in Kenya. Excluding the Kenyan operation, the Group grew its revenues by 42% and customers by 60%.
Mo Ibrahim
Mo Ibrahim, Chairman
M Pieters
Marten Pieters, CEO
Tito Alai
Tito Alai, Chief marketing Officer

EBITDA increased by 59% to U.S. $200 million (2003: U.S. $126 million) as a result of strong growth in revenues and cost controls despite the Group's investment in the Celtel brand. The Group had net finance costs of U.S. $48 million (2003: U.S. $26 million). The increase was mainly due to the costs of refinancing.

In 2004,
Celtel raised more than U.S. $100 million from shareholders for an acquisition in Kenya, paying approximately 4.5 x EBITDA. Additional funds were raised by selling minority stakes in China Resources Peoples Telephone in Hong Kong, Vodafone Egypt, and Sudatel in Sudan.

Celtel used both local and international capital markets to support its operations where appropriate. In November, Celtel Kenya, previously known as Kencell International, refinanced some U.S. $74 million in the Kenyan debt markets. In December 2004 Celtel completed a U.S. $190 million syndicated loan facility for the parent company, of which U.S. $117 million was refinancing and the remainder for business expansion.

"As of December 2004, mobile penetration was less than 5% in 10 of the 13 countries in which Celtel operates. Therefore, the Group believes that there is significant opportunity for customer and revenue growth in sub-Saharan Africa.
Sub Sahara Africa is currently the world's fastest growing region for mobile telecommunications," said the company. "The Group aims to position Celtel as a pan-African brand known for quality of service, network coverage and customer care. Through a strong brand with a pan-African reach, Celtel aims to increase customer loyalty, expand its customer base and offer differentiated services."

"The demand for quality mobile telecommunications services in Africa is reflected in the strong organic growth of the Group's customer base. During the last quarter of 2004 Celtel was signing up on average 50,000 new customers per week, with significant numbers in particular coming from the Democratic Republic of Congo and Kenya."


Africa had a population of 850 million with most growth coming from South Africa, Morocco, Nigeria and Egypt. There was plenty of potential, analysts said. Mobile subscriptions across Africa rose 47 percent to 76.5 million in 2004, according to London-based research firm Informa Telecoms & Media.


The Offer
On March 29, 2005 Celtel revealed that it had received a $3.4bn all-cash offer from Kuwait's Mobile Telecommunications Company (MTC).

MTC, which had a market capitalisation of around $7 bn,
had more than 20 years of experience in the cellular business. It.had operations in Kuwait, Jordan, Lebanon, Iraq and Bahrain and also had a strategic partnership with Vodafone Group PLC. It reportedly had 3.4m customers in the Middle East and aimed to have 15m users by 2011. Arguing that Celtel shareholders should be happy with the offer, MTC chairman Saad al Barrak said "Together, MTC and Celtel will leverage the strong synergies, shared cultural values and heritage which exist between the Arab World and Sub-Saharan Africa."


If accepted, offer would give even the most recent investors a return of at least 250% as the most that investors paid was $20 a share and MTC was offering $56. Shareholders included Actis, a South African private equity investor, Old Mutual with about 1%, and African Merchant Bank. Actis backed Celtel as a start-up and contributed $77m in three rounds of funding. Its 9.3% made it the largest holder after Celtel chairman Mo Ibrahim. Other shareholders included
the Africa Infrastructure Fund and a number of US venture capital firms.

The cash from MTC would take out existing stakeholders but would not add any working capital or pay off loans Celtel raised to fund expansion. The most recent round saw Celtel raise $270m, but the listing plan prevented it from acquiring smaller rivals or bidding for new licences while it prepared for its public offering.

Celtel had a reputation for being well run: it was profitable and had a presence in 13 countries, but money was always tight and Celtel's plans for African dominance had been relatively easy to dismiss. Its management skills and sound business practices had seen it repeatedly raise debt and equity funding to expand, but a buy-in from MTC would ease that pressure. If MTC succeeded in its buyout, some felt this could provide Celtel with the capital for further African expansion. It also would save Celtel from having to go public through listings in London and Johannesburg. That risked saddling it with demanding shareholders who expected to match the rapid rise in valuations from South African companies Telkom and MTN. Shareholders put MTN under pressure a few years ago when it was pumping vast amounts into Nigeria and seeing nary a niara in return.




Questions

1. What are the advantages and disadvantages of an IPO for a company such as Celtel?
2. From the point of view of Celtel's shareholders, what are the advantages of a sale of the company to MTC?
3. What is your estimate of a fair value for Celtel?



Appendix 1: Celtel 2004 Results

4 March 2005

Celtel proportionate EBITDA increases 67% to US $252 million

Celtel International, a leading pan-African mobile communications group with over 5 million managed customers in 13 countries, reports strong growth for the year to 31 December 2004.

Financial highlights:

  • Proportionate revenues increased 58% to US $714 million (2003:US $446 million)
  • Proportionate EBITDA increased 67% to US $252 million (2003: US $150 million)
  • Consolidated revenues increased by 62% to US $614 million (2003: US $380 million)
  • Consolidated EBITDA increased 59% to US $200 million (2003: US $126 million)
  • Profit before taxes and minority interests was up by 97% to US $186 million (2003: US $95 million)
  • Net profit doubled to US $147 million (2003: US $73 million)

Operational Highlights:

  • Total managed mobile customers more than doubled to 5.2 million (2003: 2.5 million)
  • Proportionate mobile customers increased by 118% to 3.6 million (2003:1.7 million)
  • Average revenue per user per month was US $21 for the year (2003: US $25)
  • Capex increased by 140% to US $253 million (2003: US $105 million)
  • Kenyan operation acquired in May fully integrated and added 1.2 million customers
  • Brand re-launched in 12 out of 13 markets

Marten Pieters, Celtel’s Chief Executive Officer, commented:

“We are the market leader in 10 of the 13 the countries in which we operate and are seeing the returns from our substantial investment across the sub-Saharan region. The Group is delivering strong organic growth in all our operations and we are now building on our unique position in East Africa as the only operator in each of Kenya, Tanzania and Uganda.

“We invested more than US $250 million in infrastructure in Africa in 2004, an increase of 140% compared to the previous year. Our focus is to continue to invest in our pan-African business and premier brand at a time of rapid growth for mobile telephony on the continent.”

Financial information presented is derived from the audited consolidated 2004 financial statements prepared in accordance with international financial reporting standards (IFRS).
Proportionate financial information reflects Celtel’s share of the revenues and expenses of both its controlled subsidiaries and its associate companies on a line-by-line basis. Proportionate financial information does not comply with IFRS but provides relevant insight into Celtel’s operations.
Total managed customer figures include 100% of all operations managed by Celtel International. ARPU is the average revenue per user and has been calculated on the basis of monthly averages for the year indicated for the Group’s managed customers.

Year end results for the year ended 31 December 2004

Group Key Performance Indicators

FY04
FY03
FY04 vs FY03



Total managed mobile customers (millions)
5.2
2.5
108%
Proportionate mobile customers (millions)
3.6
1.7
118%
Average revenue per user per month (US$)
21
25
-16%
Average churn per month (%)*
3
3
N.A.

* Churn equals monthly deactivations divided by the local number of customers at the end of the previous month

Customer numbers grew very strongly due to increased market penetration and the acquisition in Kenya.

ARPU was lower by 16% at US $21 per month (2003: US $25) as the Group continued to increase its market penetration and as a result of the acquisition in Kenya.

Financial Results

The Group’s performance is shown below.

Consolidated P&L

FY04
FY03
FY04 vs FY03
Consolidated P&L US $ million



Revenue
614
380
62%
Operational expenditures
414
254
63%
EBITDA
200
126
59%
EBITDA %
32.6
33.3
-
Profit before tax and minority interests
186
95
96%
Net profit
147
73
101%

The Group performed strongly with revenues up by 62% to US $614 million on a consolidated basis. This increase was largely due to strong organic growth of the customer base and the major acquisition in Kenya. Excluding the Kenyan operation, the Group grew its revenues by 42% and customers by 60%.

Operational expenditures (OPEX) increased by 63%, which is slightly more than the increase in Revenue, partly due to the cost of re-launching the Group’s brand at the beginning of 2004. Excluding this additional marketing and re-branding costs of approximately US $20 million, which was fully expensed, OPEX increased by 55%.

EBITDA increased by 59% to US $200 million (2003: US $126 million) as a result of strong growth in revenues and cost controls despite the Group’s investment in the Celtel brand.

EBITDA margin declined slightly from 33.3% to 32.6% mainly due to the additional marketing and re-branding costs. Without this charge, the margin would have increased to 35.8%.

The Group had net finance costs of US $48 million (2003: US $26 million). The increase was mainly due to the costs of refinancing.

The Group realised a profit of US $69 million (2003: US $24 million) from the disposal of non-core operations.

Profit before tax and minority interests increased by 96% to US $186 million (2003: US $95 million).

The effective tax rate was 17% (2003: 14%) reflecting local tax holidays and non-taxable income.

Net profit doubled to US $147 million compared with US $ 73 million in 2003. Excluding the profit on sale of investments in both years, net profit grew 59% to US $78.6 million (2003: US $49.5 million).

Consolidated statement of Cash Flows

FY04
FY03
US $ million


Operating activities
152
98
Investing activities
(353)
(74)
Free cash flow before financing activities
(199)
24
Financing activities
133
89
Net (decrease)/increase in cash and cash equivalents
(69)
113
Cash and cash equivalents as of 31 December
64
132

The Group’s operations generated substantial amounts of cash before CAPEX on tangible assets. Celtel raised cash from the disposals of non-core businesses and also sourced additional equity and debt funding from the international capital markets.

Group operations generated US $152 million in cash, an increase of 55% compared to 2003. In 2004,US $253 million was spent on infrastructure investment and other CAPEX programmes during the year.

In May Celtel invested US$250 million in Kenya to acquire the majority stake (60%) in KenCell Communications and its shareholder debt and to develop the business.

Celtel raised more than US $100 million from shareholders in relation to the acquisition in Kenya.

The Group also raised funds by profitably selling minority stakes in China Resources Peoples Telephone in Hong Kong, Vodafone Egypt, and Sudatel in Sudan.

Celtel continued to use local capital markets to support its operations where appropriate. In November, Celtel Kenya, previously known as Kencell International, refinanced some US $74 million in the Kenyan debt markets.

In December 2004 Celtel completed a US $190 million syndicated loan facility for the parent company, of which US $117 million was refinancing and the remainder for business expansion.

Appendix 1: 2001-2003 Summary Results

Celtel results

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