In Investo estor r Roads oadsho how 2 2 - 10 No 10 November - - PowerPoint PPT Presentation

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In Investo estor r Roads oadsho how 2 2 - 10 No 10 November - - PowerPoint PPT Presentation

Cell Cell C C Limited Limited In Investo estor r Roads oadsho how 2 2 - 10 No 10 November ember 2017 2017 TABL ABLE E OF OF CONTE CONTENTS NTS 01 05 Financial Overview 04 25 Conclusion Operational 06 02 27 12


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SLIDE 1

Cell Cell C C Limited Limited In Investo estor r Roads

  • adsho

how 2 2 - 10 No 10 November ember 2017 2017

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SLIDE 2

TABL ABLE E OF OF CONTE CONTENTS NTS

01 02

Financial Overview Post Recapitalisation Governance Strategy

03 06 05 04

12 20 15 Operational 04 25 Questions 27 Conclusion

07

28 Disclaimer

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SLIDE 3

CEL CELL L C PRES C PRESENTIN ENTING G TEA TEAM

Robert Pasley - Cell C CSO A qualified Theoretical Physicist and Chartered Accountant, Robert has combined experience in finance and telecommunications since before the launch of mobile communications in South Africa. Robert was involved in the launch of the South African mobile industry, through the development of the

  • riginal Vodacom business plans. He remained with Vodacom as Finance Executive and as Director of

Corporate Strategy until 2004. Robert joined Cell C in 2012 as Chief Strategy Officer and subsequently took on the additional role of Chief Financial Officer while Cell C was recapitalised. From June 2017 Robert has returned to his preferred role in strategy. Tyrone Soondarjee - Cell C CFO Tyrone, a Chartered Accountant who holds a BCompt Honours, provides 30 years of experience in the financial services industry. Before joining Cell C, Tyrone’s decade of distinguished service at the listed Sasfin Group started in 2007 as the Group’s Chief Financial Officer. In 2010 Tyrone was appointed as the Financial Director. Throughout his tenure, Tyrone served on several Boards within the Sasfin Group. Previously, he also held several executive level positions at the Deloitte & Touche Group over a 10 year period, and was the Financial Director at TNBS Mutual Bank. 3

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SLIDE 4

Financ Financial Ov ial Over erview view

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SLIDE 5

SUMMAR SUMMARY Y 20 2017 17 H1 H1 RES RESUL ULTS TS

01 02 03 04 Total Revenue 11% R7.7 Billion EBITDA 17% R1.6 Billion EBIT (4%) R0.6 Billion Capital Expenditure (68%) R561 million Active Mobile Subscribers 12% 15.7 Million Service Revenue 12% R6.3 Billion 05 06

Summary 2017 Results

5

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SLIDE 6

20 2017 17 HAL HALF F YEA YEAR R RES RESUL ULTS TS

84% Data Traffic Growth YOY

8.1 Smartphones on our network (million)

Other Key Performance Indicators H1 2017 H1 2016 Million

Var

Var %

15.7 2 603 Total Active Subscriber Data Revenue (R’m) 14.0 1 953 1.7 650 12% 33%

Financial Key Performance Indicators H1 2017 H1 2016 R’m Var Var %

6 321 1 386 7 707 1 613 605 (588) Service Revenue Non-Service Revenue Total Revenue EBITDA EBIT Net (loss)/profit 5 625 1 338 6 964 1 381 629 3 696 48 743 223 (24) (591) 12% 4% 11% 16% (4%) (>100%)

6

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SLIDE 7

20 2017 17 HAL HALF F YEA YEAR R RES RESUL ULTS TS

  • Capital Expenditure was strategically focused to provide mobile voice and data services through a combination of our own

LTE-Advance network overlaying our LTE, 3G and 2G networks.

  • Cell C’s capital expenditure slowed in H1 2017 due to the delayed recapitalisation but is expected to pick up again post

recapitalisation.

H1 2016

R 1 738 million

H1 2017

Total Expenditure

H1 2017

3 723 2 471 6 194

H1 2016

3 384 2 365 5 749

R’m

Direct Expenditure Operating Expenditure Total Expenditure Var Var % 339 106 445 10% 5% 8% Total capital expenditure was: R 561 million

7

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SLIDE 8

REC RECAPIT APITALISA ALISATIO TION N IMP IMPACT CT

  • The company received R7.5 billion of fresh equity from new shareholders;
  • Uplifted approximately R9 billion to the SPV’s;
  • Rolled over R6.1 billion of the existing debt at transaction date;
  • Estimated tax losses of R19.8 billion of which R3.8 billion has been used to recognise a deferred tax asset at 31 December 2016.

1

8

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SLIDE 9

POST POST-REC RECAPIT PITALISA LISATIO TION N STR STRUCTURE UCTURE

BLT Net1 SPV1

(Bonds)

SPV2

(Chinese)

SPV3

(Nedbank)

MS15

100% 100% 100% 100% 45.0% 2.2% 16.0% 11.8% 5.0% 15.0% Subscription for equity in exchange for debt R3.6bn R4.6bn

Believe Trust 3C OTSA Lanun CellSAf

25% 60% 15% 100% 49%

OTL

51%

M5

5.0%

OTSAH

100% Cash equity to settle debt R0.7bn Effective 13.68% Effective 8.82% Effective 7.5%

Option to acquire

9

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SLIDE 10

REGUL REGULATOR ORY Y UPD UPDATE TE ON ON THE THE REC RECAPIT APITALISA ALISATIO TION

ICASA  Cell C has made the necessary notification to ICASA as required in respect of the recapitalisation.  Despite this, CellSAf has made representations to ICASA that Cell C did not follow the correct process.  Based on the many and various detailed legal opinions from eminent Senior Counsel obtained by the parties to the recapitalisation, Cell C has in fact followed the correct process.  Cell C has now made extensive written and oral submissions to ICASA providing details of the structure and effect of the transaction. We are awaiting ICASA’s decision as to whether to accept Cell C’s position or to refer the matter to ICASA’s Complaints and Compliance Committee (CCC) for adjudication. Competition Commission  The recapitalisation is not a merger within the meaning of the Competition Act.  Despite this, CellSAf has laid a complaint with the Competition Commission that Cell C has not obtained approval from the Competition Commission.  Cell C has now made an extensive submission to the Competition Commission to explain the factual and legal position as to why this is not a notifiable merger. CellSAf: High Court Litigation  In November 2016, CellSAf issued summons in the High Court of South Africa against the then parties to the recapitalisation transaction seeking to have the agreements that had been signed prior to that date set aside.  If this matter is ever heard by the Court on the merits of CellSAf’s claim, this is unlikely to be before 2019.

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POST POST REC RECAP AP DEBT DEBT AN ANAL ALYSIS SIS & & SUMMAR SUMMARY Y TER TERMS MS

Lender Currency Amount (USD'm) Amount (ZAR'm) Tenor Interest payment profile Capital repayment profile Hedge type Interest rate Bonds USD 184 2 466 3 years Semi-Annual Bullet FX Future 8.625% CDB USD 131 1 702 3 years Semi-Annual 2020 Cross currency swap LIBOR + 3.45% ICBC ZAR n/a 997 3 years Semi-Annual 2020 n/a JIBAR + 3.45% Nedbank ZAR n/a 768 3 years Semi-Annual 2020 n/a JIBAR + 5% DBSA ZAR n/a 180 3 years Semi-Annual 2020 n/a JIBAR + 5% Total 6 113

11

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SLIDE 12

Ope Operational tional

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KEY KEY PER PERFOR FORMANCE MANCE INDICA INDICATORS ORS

H1 2016

14.0

H1 2017

15.7

Active Mobile Subscribers/millions ARPU H1 2016

75

H1 2017

75

Data percentage per subscriber

MB per customer per month

Year on Year Growth

72% New Connections

Fibre H1 2017

3 615 13

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HAND HANDSET SET FIN FINANCE ANCE OVER VERVIEW VIEW

01 02 03 04 05 06 07 08

Purchase handsets from CEC Sale to channel partners Contract activated for Telco and handset Handset contractually funded by CEC Interest and subsidy paid monthly on behalf of customer Subscriber pays handset portion to CEC Provision for future losses Handset and contract sold to CEC

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Str Strate tegy

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… with Cell C gaining market share

THE THE MOBILE MOBILE TEL TELECOM ECOM MARKE MARKET T HAS HAS GR GROWN WN ABO ABOVE VE INFLATION …

84 84 91 100 108

2013 2014 2015 2016 2017

Mobile market service revenue (R’bn)

69 74 81 84 88

2013 2014 2015 2016 2017

Mobile market subscribers (mln)

3% 1% 4% 6% 4%

  • 5%
  • 3%

10% 3% 2% 9% 43% 47% 17% 16% 15% 8% 12% 9% 10%

2013 2014 2015 2016 2017

Operator service revenue growth YOY

Vodacom MTN Telkom CellC

63 59 57 59 60 21 25 34 41 48

2013 2014 2015 2016 2017

Voice vs data revenue (R’bn)

Voice revenue Data revenue

CAGR (1.2%) Cell C 16.6% (2013 – 12.5%) Cell C - 11.7% (2013 – 10.2%)

16

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SLIDE 17

OPER OPERATOR OR CONSO CONSOLID LIDATION TION IS IS A REAL A REAL POSS POSSIBILITY IBILITY IN IN THE THE FUT FUTURE URE

17

Spectrum Allocations

850Mhz

1.4Mhz

900Mhz

Cell C

1800Mhz

5Mhz 10Mhz

2100Mhz

Voda MTN

TDD TDD

2300Mhz 3500Mhz 2600Mhz

Telkom Liquid

2.5Ghz 15Mhz

Sentech Rain Telkom Telkom Liquid MTN Telkom

60Mhz 28Mhz 28Mhz 28Mhz 28Mhz

Vodacom Cell C Rain Rain

15Mhz 15Mhz

Liquid MTN Telkom Cell C Vodacom

15Mhz 15Mhz TDD 12Mhz 12Mhz 10Mhz

MTN MTN Cell C Vodacom

12Mhz 12Mhz 12Mhz 12Mhz 4.92Mhz

Liquid Liquid

9.6Mhz 11Mhz 2.4Mhz 8.6Mhz TDD 4.92Mhz

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SLIDE 18

INNO INNOVATION TION & & VAL ALUE UE

 Increased Data additions with Data rich value propositions  Reduced High Value Subscriber Churn  Increased Customer Loyalty  Increased Contract Base

Promote strong Data rich proposition relevant to the market WhatsApp Bundles

 Increase Prepaid Additions  Reduced Prepaid Churn  Offer great affordable value, and differentiating propositions  Ultimate Converged Bundles

Free Facebook Social Bundles Disruptive and Innovative Propositions to achieve new Revenue streams (Digital / Content) Connector

To achieve revenue and subscriber growth through affordable and disruptive product propositions, that offers our customers tremendous value, whilst ensuring customer satisfaction, as well as retaining the exiting subscriber base.

 Increased Postpaid and Hybrid Additions  Reduced High Value Subscriber Churn  Increased Customer Loyalty  Increased Contract Base  Differentiate on value creation

Pinnacle

Pinnacle Topup

Enable great value and realise growth in the High end Subscriber market segment SmartData Share SmartData Bundles LTE A Enable great value and realise growth in the High end Subscriber market segment

 Increase Market share with strong Digital and Content positioning  Create Stickiness  Increase Customer Loyalty  Increase Upsell and Cross Sell – Revenue upliftment

DATA CONTRACT CONTENT/ VAS PREPAID 18

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RET RETAIL AIL DISTRIB DISTRIBUTION UTION – COMP COMPANY ANY OWNED WNED ST STORES ORES

Priority 1 Priority 2 Priority 3 Priority 4 Strategy: Less reliance on 3rd party retail distribution

  • A chain of 400 stores with “regional stock-holding hubs” enabling stock distribution between stores and/or quick delivery from the regional hub.
  • Segmentation of South Africa into economic clusters, priority 1 to 3

Priority 1: High population density and majority of economic activity plus good own coverage Priority 2: Future Network coverage and opportunities Priority 3: Limited coverage and only operating in economic hotspots Identified areas where we will not venture into at all 19

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SLIDE 20

Post

  • st Reca

ecapitalisa pitalisation tion Go Gover ernance nance

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GO GOVER VERNANCE ANCE CHAN CHANGES GES

  • Newly constituted Board with a broad range of skills and expertise
  • Chaired by Independent Chairman
  • Re-constituted Board committees
  • Strengthened and Broadened Management Team with key new appointments of CFO, CHRO, COO and CDO

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GO GOVER VERNANCE ANCE

Jose Dos Santos CEO Robert Pasley Chief Strategy Officer Tyrone Soondarjee Chief Financial Officer Kuben Pillay Independent Chairman Laurence Nestadt Deputy Chairman Mark Levy Nominated by: Blue Label Telecoms Brett Levy Nominated by: Blue Label Telecoms Herman Kotzé Nominated by: Net1 Chris Seabrooke Nominated by: Net1 Joe Mthimunye Independent Director

Executives Directors Non-Executives Directors Non-Executives Directors - Shareholder Nominees

22

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SLIDE 23

BO BOARD ARD COMMITTEE COMMITTEES S REP REPRES RESENT ENTATIO TION

Audit and Risk Committee Social and Ethics Committee Remuneration and Nominations Committee

Joe Mthimunye (Chairman) Joe Mthimunye (Chairman) Chris Seabrooke (Chairman) Chris Seabrooke Chris Seabrooke Kuben Pillay Robert Pasley Robert Pasley Larry Nestadt CEO, CFO CEO CEO, CHRO

Members Invitees

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TOP OP MAN MANAGEMENT GEMENT STR STRUCTUR UCTURE

Jose dos Santos Chief Executive Officer

  • Previous Companies: Vodacom, Alcatel,

Altech Autopage Cellular

  • Telecom/Africa Experience: 20+ years
  • At Cell C since: 2014

Tyrone Soondarjee Chief Financial Officer

  • Previous Companies: Sasfin Group, Deloitte

& Touche Group & TNBS Mutual Bank

  • Financial Services Experience: 30 years
  • At Cell C since: Jul 2017

Surie Ramasary Chief Executive: Content Previous Companies: MTN  Telecom/Africa Experience: 15 years  At Cell C since: 2012 Dana Bakker Chief Technical Officer  Previous Companies: Vodacom  Telecom/Africa Experience: 18 years  At Cell C since: 2013 Douglas Craigie Stevenson Chief Operations Officer

  • Previous Companies: Telekom Networks

Malawi Plc & Vodacom Business Africa

  • Telecom/Africa Experience: 20 years
  • At Cell C since: Sep. 2017

Björn Flormann Chief Executive: Wholesale Business  Previous Companies: Unisys, Telefonica O2 and Vodafone  Telecom/Africa Experience: 20+ years  At Cell C since: 2011 Graham Mackinnon Chief Legal Officer

  • Previous Companies: MTN
  • Telecom/Africa Experience: 19+ years
  • At Cell C since: 2010

Juliet Mhango Chief HR Officer

  • Previous Companies: Life Healthcare;

Momentum Group; Standard Bank, Sanlam Capital and Ernst & Young

  • At Cell C since: Sep. 2017

Joshua Moele Managing Executive for Government Relations  Previous Companies: Telkom & IDT Corporation  Telecom/Africa Experience: 25+ years  At Cell C since: 2012 Sherhaad Kajee

Chief Property & Procurement Officer  Previous Companies: Vodacom  Telecom/Africa Experience: 24 years  At Cell C since: 2012

Robert Pasley Chief Strategy Officer

  • Previous Companies: Coopers & Lybrand

(UK), Vodacom

  • Telecom/Africa Experience: 20+ years
  • At Cell C since: 2012

Michelle Beetar Chief Customer Experience Officer  Previous Companies: Experian, Novell, Oracle and MWeb CommerceZone  Telecom/Africa Experience: 15 years  At Cell C since: 2016 Nihmal Marrie Chief Digital Officer

  • Previous Companies: Liberty Group,

Old Mutual Mass Market

  • At Cell C since: Aug. 2017

Regional Managing Executives and Commercial Division

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Conc Conclusion lusion

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….. with high growth re-established with new investment & focus

CEL CELL L C C – A TURNAROUND STORY …..

2014 - 2016 Price strategy evolves to customer value and quality strategy New management team engaging with a price driven reboot strategy Cell C launch 2001 2012

Total Revenue

R’bn

EBITDA

R’bn 11.5 11.6 13.2 14.6 7.6

2013 2014 2015 2016 2017

  • 0.7

0.4 1.9 3.1 1.6

2013 2014 2015 2016 2017

2018 - 2021 Customer experience centric strategy with focused capital spend and innovation ambitions re-establishing aggressive growth curve and profitability 0.8

# - 2013 reported EBITDA 0.8 vs operational EBITDA

14.3% 63.2% >100% 13.8% 10.6% RECAPITALISATION PROCESS 2016 – 2017 Growth stifled by limited capital investment and narrow commercial focus whilst securing recapitalisation

H1 H1

7.0 8.5%

H1 H1

1.4

26

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Que Questions stions?

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DISCL DISCLAIMER AIMER

28

This presentation was produced in November 2017 by Cell C Limited solely for use as a source of general information regarding the financial condition of Cell C Limited and its consolidated subsidiaries (Cell C Limited together with its consolidated subsidiaries, “Cell C”). This presentation and its contents are confidential and may not be reproduced, redistributed, published or passed on to any other person, directly or indirectly, in whole or in part, for any purpose without the prior written consent of Cell C. If this presentation has been received in error, it must be returned immediately to Cell C. Unless otherwise expressly stated, all financial figures in this presentation are unaudited. This presentation contains certain forward-looking statements relating to the business, financial performance and results of Cell C, and the industry in which Cell C operates, and these statements are generally identified by using phrases such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “guidance”, “intend”, “objective”, “plan”, “predict”, “target,” “project”, and “will be” and similar phrases. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Cell C’s control that could cause Cell C’s actual results or performance to be materially different from future results or performance expressed or implied by such forward-looking

  • statements. These forward-looking statements speak only as at the date of this presentation. Cell C expressly disclaims any obligation or

undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. This presentation and the information contained herein does not constitute an offer of any securities of Cell C or any other company or an invitation, solicitation or advertisement to purchase or subscribe for any securities in South Africa, the United States, any member state of the European Economic Area or any other jurisdiction. THIS PRESENTATION IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES. Moreover, this presentation is not for publication, release or distribution in South Africa, Australia, Canada or Japan or any other jurisdiction where such publication, release or distribution would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

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SLIDE 29

Thank y hank you.

  • u.