Results H1 2020 13 August 2020 Helios Towers team today Tom - - PowerPoint PPT Presentation

Results H1 2020

13 August 2020

Helios Towers team today

1 Helios Towers plc

Tom Greenwood

Chief Operating Officer

Kash Pandya

Chief Executive Officer

Manjit Dhillon

Interim Chief Financial Officer

Agenda

Highlights – Kash Pandya, CEO 1 Senegal Expansion – Tom Greenwood, COO 2 Financial Results – Manjit Dhillon, Interim CFO 3 Q&A 4

2 Helios Towers plc

Highlights

H1 2020 highlights

+10% Adj. EBITDA growth from $99m in H1 19 to $109m in H1 20, with margin expansion of +1ppt to 53%

CONTINUED EBITDA EXPANSION… FINANCIAL STRONG REVENUE GROWTH

+7% revenue growth from $191m in H1 19 to $204m in H1 20

STRATEGIC/ OPERATIONAL

Signed agreement to acquire 1,220 sites from Free Senegal for upfront cash consideration of €160m ($189m), with 400 new sites committed over next five years for c.€70m ($82m) in deferred consideration and growth capex(2)

M&A STRATEGY NEW MARKETS

(1) Portfolio free cash flow is defined as Adj. EBITDA less payment of lease liabilities, tax paid and maintenance and corporate capital additions. (2) €70m reflects €40m in deferred consideration and c. €30m of growth capex investment.

Successfully completed refinancing with issuance of $750m 7% bond alongside term loan of up to $200m and RCF of $70m, reducing cost of debt, extending maturities and providing additional capital for expansion

IMPROVED FINANCING STRUCTURE

Tom Greenwood appointed to newly created role of Chief Operating Officer, in order to focus on driving HT’s expansion and M&A strategy

LEADERSHIP CHANGE

Portfolio free cash flow of $89m(1) for H1 20, a +12% increase YoY

…DRIVING CASH FLOW GENERATION

Site growth of +3% YoY to 7,092 and tenancy growth of +6% YoY to 14,906, resulting in a +0.05x tenancy ratio increase to 2.10x

SOLID SITE AND TENANCY GROWTH

4 Helios Towers plc

Signed two bolt-on acquisitions, reflecting 80 sites in Q2 across South Africa and Congo B, with 19 additional sites expected later in the year

M&A STRATEGY EXISTING MARKETS

105 146 178 205 220 37% 42% 50% 53% 54%

2016 2017 2018 2019 2020 LQA

H1 2020: Strong returns and consistent growth

• LQA Adj. EBITDA of $220m, reflecting 7% growth from $205m in FY 19 and our 22nd consecutive quarter of growth
• LQA portfolio free cash flow of $173m, increasing 2% from FY 19 with Adj. EBITDA growth partially offset by higher

maintenance and corporate capex and lease liability payments

• ROIC stable at 14.5% reflecting portfolio free cash flow growth offset by recent acquisition and growth investments
• Adj. EBITDA(1)

Portfolio free cash flow(2) ROIC(3)

• Highlights growth and operational

performance of our business

• Measures the unlevered free cash flow

generation of the existing site portfolio

• Highlights asset efficiency and

effectiveness of our capital allocation

Three measures that capture the fast growth, cash generation and efficient capital allocation of our business

5

51 97 133 169 173

2016 2017 2018 2019 2020 LQA

5.7% 9.4% 12.1% 14.4% 14.5%

2016 2017 2018 2019 2020 LQA

(1) Management defines Adjusted EBITDA as loss before tax for the period, adjusted for finance costs, gain or losses on financial instruments, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property, plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Adjusting items are material items that are considered one-off by management by virtue of their size and/or incidence. (2) Portfolio Free Cash Flow is defined as Adj. EBITDA less payment of lease liabilities, tax paid and maintenance and corporate capital additions. (3) ROIC is defined as portfolio free cash flow divided by Invested capital. Invested capital is defined as gross plant, property and equipment and gross intangibles, less accumulated maintenance and corporate capital expenditure. A reconciliation is available within the appendix. (4) LQA is calculated as the most recently reported fiscal quarter (Q2 20) multiplied by four. (4) (4) (4)

Resilient business model demonstrates minimal impact of COVID-19 to both operations and financials

Commentary Impact Assessment Change since Q1 20

Workforce & Operations

• Field operations and home working

continues

• Minimal
• None

Existing Revenue / Liquidity

• $2.8bn contracted revenues with 6.8

years average contract life remaining and significant liquidity ($213m cash as at Q2 20 and up to $290m of undrawn debt(1))

• Minimal
• Increased liquidity

Customer roll-out

• Implications for tenancy roll out if

customers have supply chain delays

• Some customer rollout delays
• Continue to expect 1k – 1.5k

tenancies in 2020

• Strong pipeline, however majority
• f rollout expected towards the

end of the year

Supply Chain

• Forward purchasing of capex and opex
• Minimal
• None

Situation management

• Regular Board monitoring and video

conference / cloud systems

• Minimal
• None

6 Helios Towers plc

(1) Reflects term loan facility of up to $200m, RCF of $70m and South African facilities of $20m (ZAR 351 available and a Q2 20 closing Fx rate of 17.3279).

Full year guidance maintained

7

Sustainable business strategy roadmap

Helios Towers plc

Develop core focus of our strategy

✓

Q420

Sustainable business strategy presentation to stakeholders

Q121

Launch Sustainable Business Report

Q320

Develop strategic KPIs and targets Launch sustainability strategy internally and externally

Contribution against UN Sustainable Development Goals

Business excellence and efficiency 1 Network access and sustainable development 2 Empowered people and partnerships 3 Underpinned by strong governance and values

Recent Developments

8 Helios Towers plc

(1) Tanzania subscriber movement reflects Vodacom disclosed information for the quarter ended 30 June 2020. DRC subscriber movement reflects weighted average Vodacom and Orange reported KPI information for the quarter ended 30 June 2020.

Delivered power uptime of 99.99% in Q2 20 across our markets, achieving record power uptime in June 2020. Demonstrates continuous improvement ethos across the business and operational resilience against COVID-19.

Operational excellence in our markets

On August 12 signed agreement to purchase 1,220 towers from Free Senegal with a commitment

• f 400 BTS over the next five

years This acquisition is a meaningful milestone against

• ur strategic ambition and

enters us into a compelling market for telecoms with its combination of a young, growing and increasingly urbanised population plus high GDP growth.

Tower portfolio acquisition from Free Senegal

Effective July 1 2020 the 25% listing requirement no longer includes companies who hold “network facility licences for leases of towers” (finance act 2000). As a consequence Helios Towers Tanzania is no longer required to list on the Dar es Salaam Stock Exchange.

Tanzania listing requirement

On August 13 announced the appointment of Carole Wamuyu Wainaina as a Non-Executive Director with immediate effect. Follows the appointment of Sally Ashford as a Non- Executive Director on June 15.

Improved Governance

Senegal expansion

Summary

10 Helios Towers plc

 Executing on our inorganic growth strategy with material acquisition in new market, Senegal  Acquisition meets all of our investment criteria and marks significant progress against our 2025 strategic ambitions  Acquisition provides further revenue diversification and increases % Group revenues in hard currency  Closing expected by Q1 2021 and is expected to be immediately accretive to earnings

Transaction highlights

11 Helios Towers plc

In line with the Group’s stated ambition of growing through strategic acquisitions

Assumes EUR / USD rate of 1.18.

TRANSACTION OVERVIEW

Signed agreement to acquire passive infrastructure assets from Free Senegal for an upfront cash consideration of €160m ($189m). Represents an enterprise value of €178m ($210m) including an estimated €18m ($21m) of taxes and capitalised ground leases. In addition, deferred consideration and growth capex of €40m ($47m) and c.€30m ($35m) respectively are expected to be invested over the next 5 years in relation to the rollout of 400 committed new build-to-suit sites.

SITES AND TENANCIES

1,220 sites expected upon closing and 400 build-to-suit sites committed to be rolled out

• ver the next five years, with a service agreement of 15 years entered into with Free

Senegal for our provision of hosting and energy services on these sites.

FINANCIALS

Assets are expected to initially deliver run-rate revenues of €32m ($38m) and run-rate Adjusted EBITDA of €16m ($19m).

FINANCING

Intend to finance transaction with cash on balance sheet and existing debt facilities.

CLOSING

Expect to close by Q1 2021, subject to customary completion conditions and regulatory approval with a 100 day set-up plan in motion.

FREE SENEGAL OVERVIEW

The seller, Free Senegal, are the second largest operator in Senegal with growing market share (26% in 2019) and are backed by a consortium of investors including NJJ, the founder of the Iliad S.A. group Xavier Niel’s private holding company, Teyliom Group and Axian Group.

Helios Towers Acquisition Criteria Senegal Acquisition

Emerging market

✓ 5% GDP CAGR forecast (2019 – 2022)

Population of >10m

✓ Population of 16m with 3% annual growth forecast to 2022

3+ Operators

✓ 3 Operators: Free, Orange (Sonatel) and Expresso

Possibility to achieve #1 or #2 market share ✓ No other independent towerco operates in Senegal Stable and / or pegged currencies

✓

CFA Franc is pegged to the Euro, with low inflation (ranging from 0.2% to 1.5% over the last five years) Power and tower infrastructure gap

✓ Subs / PoS of 4,599 compared to c.1,100 in the U.S.

High subscriber growth and low mobile penetration

✓

Mobile penetration low at 52% and 4% CAGR mobile subscription growth expected (2019 – 2022) Enhances Group’s returns

✓ Accretive to Group returns

Senegal meets all of our target market criteria

12 Helios Towers plc

€ #1

Orange

Sources: IMF, World Bank, Company estimates, GSMA Intelligence TowerXchange and BMI research.

5 8 +

Q2 20 Q2 20 PF 5YR Vision

Acquisition supports our 5-year vision

13

Sites Markets

6

Strong progress against our 5-year vision

• The acquisition would represent a meaningful

milestone towards HT’s 5-year vision, and is wholly aligned with the Company’s core strategy. Markets

• The acquisition enables HT to enter a new market,

bringing us closer to our target of 8 markets plus in the next 5 years. Sites

• The sites consolidated on Day 1 of the acquisition

amount to 25% of HT’s total targeted site expansion as

• utlined in the Company’s 5-year vision.
• Including Free’s 400 pre-committed sites (to be rolled
• ut over the next 5 years), the total portfolio would

represent 33% of HT’s 5-year site expansion target.

Helios Towers plc

7,092 8,312 day 1 / 8,712 incl. committed BTS 12,000 +

Q2 20 Q2 20 PF 5YR Vision

Strong portfolio characteristics

Second largest portfolio of telecom sites in Senegal

14

Initial sites and tenancy ratio

1,220 sites 1.0x tenancy ratio

53% 47% Greenfield Rooftop

Site Typology Site location

70% 30% Urban Rural

Committed sites

(over next five years)

+400

(c.80 per annum)

Helios Towers plc

Asset characteristics

Assumes EUR / USD rate of 1.18.

Revenue run-rate

(excl. BTS commitment)

€32m ($38m)

• Adj. EBITDA run-rate

(excl. BTS commitment)

€16m ($19m)

103 103 99 99 28 28

11 11 c.19

Q2 20 LQA Q2 20 LQA PF

168 168 172 172 42 42

25 25 2 2 c.38

Q2 20 LQA Q2 20 LQA PF

3,668 3,668 1,867 1,867 970 970

415 415 172 172

Day 1:

1,220

Committed BTS:

400

Q2 20 Q2 20 PF

Helios Towers pro forma characteristics

15 Helios Towers plc

Sites Revenues (US$m) Adjusted EBITDA (US$m)

8,312 day 1 / 8,712 incl. committed BTS 7,092 c.447 409 c.239 220

• Acquisition of sites from Free Senegal increases site count by 17% (23% including 400 committed BTS), pro forma revenues by

9%, and Adjusted EBITDA by 9% Tanzania Ghana DRC Congo B South Africa Senegal(1)

(1) Using a EUR/USD rate of 1.18.

55% 4% 20% 21% 28% 22% 18% 13% 5% 14% 26% 20% 16% 12% 8% 4% 13%

Acquisition provides further revenue diversification and increases % revenues in hard currency

16 Helios Towers plc

H1 20 reported H1 20 pro forma

• Acquisition provides further customers diversification, with no single customer representing more than 26% revenues
• 63% of H1 20 pro forma revenues in hard currency

50% 13% 18% 19%

REVENUE BY CUSTOMER REVENUE BY CURRENCY

Vodacom Airtel Tigo Orange Free MTN Other USD Euro-Pegged Power Local Currency Local Currency

59% hard currency 63% hard currency

Financial results

H1 2020: Continued strong financial and

• perational performance

(1) Management defines Adjusted EBITDA as loss before tax for the period, adjusted for finance costs, gains and loss on financial instruments, interest receivable, loss on disposal of property, plant and equipment, amortisation of intangible assets, depreciation and impairment of property, plant and equipment, depreciation of right-of-use assets, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and other adjusting items. Adjusting items are material items that are considered one-off by management by virtue of their size and/or incidence. (2) LQA Adj. EBITDA calculated as per the bond definition as the most recent fiscal quarter multiplied by 4. This is not a forecast of future results. (3) Includes standard and amendment colocations. (4) Net debt is calculated as our gross debt less cash and cash equivalents. (5) Calculated as net debt divided by last quarter annualised Adj. EBITDA.

QoQ YoY In US$m, unless

• therwise stated

Q1 20 Q2 20 % change H1 19 H1 20 % change Revenue 102 102 0% 191 204 7%

• Adj. EBITDA (1)

54 55 2% 99 109 10% LQA Adj. EBITDA (2) 216 220 2% 201 220 10%

• Adj. EBITDA margin (%)

53% 54% +1ppt 52% 53% +1ppt Sites (#) 6,991 7,092 1% 6,882 7,092 3% Colocations (#) (3) 7,686 7,814 2% 7,218 7,814 8% Tenancies (#) 14,677 14,906 2% 14,100 14,906 6% Tenancy ratio (x) 2.10x 2.10x

• 2.05x

2.10x 0.05x Capex 11 27 140% 55 38

• 31%

Net debt (4) 653 656 0% 716 656

• 8%

Net leverage (x) (5) 3.0x 3.0x

• 3.6x

3.0x

• 0.6x

18 Helios Towers plc

Solid growth in sites and tenancies

• Tenancy growth of 6% YoY (2% QoQ), reaching 14,906 tenancies in Q2 20
• QoQ growth driven by Eagle acquisition in South Africa (83 tenancies), Congo B acquisition (37 tenancies) and steady organic

tenancy additions in all markets

• Tenancy ratio of 2.10x increased +0.05x YoY and flat QoQ

3,650 3,667 3,668 1,817 1,853 1,867 933 964 970 381 384 415

101 123 172

6,882 6,991 7,092 Q2 19 Q1 20 Q2 20 Evolution of sites portfolio Evolution of tenants 7,950 8,120 8,131 3,705 3,883 3,944 1,744 1,891 1,905 533 565 606

168 218 320

14,100 14,677 14,906 Q2 19 Q1 20 Q2 20

+6%

2.05x 2.10x 2.10x Q2 19 Q1 20 Q2 20

+3%

Evolution of tenancy ratio

+0.05x

Tanzania DRC Congo Brazzaville Ghana South Africa

+2% +1%

19 Helios Towers plc

Q2 2020: Ongoing EBITDA and margin progression

• Q2 20 revenue increased 5% YoY to $102m, driven by growth in all OpCos. QoQ revenues stable, with majority of new

tenancy additions arriving at the end of the quarter

• Adj. EBITDA grew 10% YoY to $55m (2% QoQ), driven by revenue growth and a reduction in operating expenses
• Adj. EBITDA margin at 54%, increasing 2ppt YoY and 1ppt QoQ

97 102 102 Q2 19 Q1 20 Q2 20 Revenue

• Adj. EBITDA

+10%

52% 53% 54% Q2 19 Q1 20 Q2 20

+5%

• Adj. EBITDA margin

+2 ppt

50 54 55 Q2 19 Q1 20 Q2 20

+2% 0% +1 ppt

20 Helios Towers plc

Tanzania 41% DRC 42% Congo B 6% Ghana 11% South Africa 1% USD 55% XAF/EUR 4% LCY (Power) 20% LCY (CPI) 21% Africa’s Big 5 MNOs(1) 86% Other 14%

Consistent and strong currency protection and blue-chip customer base

• High quality contracts with inflation and power price escalators

and 59% of revenue pegged to hard currencies

• Long-term relationships with Africa’s Big-Five MNOs, who

generated 86% of H1 20 revenues

• 82% of future contracted revenues with Africa’s Big-Five MNOs(1)
• Diversified business and strong currency protection provides

resilience against macro impact during COVID-19

H1 2020 revenue breakdown by customer H1 2020 revenue breakdown by FX H1 2020 revenue breakdown by operating company Commentary

(1) Big-Five MNOs defined as: Airtel, MTN, Orange, Tigo and Vodafone/Vodacom.

21 Helios Towers plc

24% 18% 10% 8% 3% 37%

DRC Tanzania Ghana Congo B South Africa HoldCo

H1 2020: Cost and tower cash flow analysis

38 39 39 36 35 34 31 32 34 34 32 33 34 33 46% 45% 45% 40% 40% 38% 35% 35% 36% 35% 33% 33% 33% 32% Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20

Quarterly operating cost breakdown(1)

H1 20 SG&A: $28m

• Strong YoY growth in tower cash flow driving
• Adj. EBITDA margin growth
• Q2 20 opex decreased $1m YoY to $33m, reaching a

record low of 32% as a % of revenue

• H1 20 SG&A of $28m increased $5m YoY primarily due to

Plc related expenses, South Africa introduction and Congo B licence fee(3)

Adjusted monthly gross profit per tower ($) (2) Commentary 3,069 3,273

Q2 19 Q2 20

+7%

Opex (US$m) Opex (% of revenue)

(1) Cost breakdown excludes depreciation, amortisation, exceptional items, deal costs and share-based payments and long-term incentive plan charges. (2) Adjusted monthly gross profit calculated as reported gross profit + site depreciation divided by average sites. (3) Licence fee of 3% of revenue in Congo B, introduced for FY 20.

22 Helios Towers plc

H1 20 opex: $67m

11 7 110 1 1 30 19 5 57 15 26 10 114 38 110 -140

FY 19 H1 20 FY 20 Organic Capex FY 20 Potential Acquisition Capex FY 20 Group Total

Maintenance Corporate Upgrade Growth Acquistions

Capital expenditure – tightly controlled and carefully applied for growth

• FY 20 capex guidance maintained at $110-$140m
• Approximately $110m for organic investments, of

which $20-25m maintenance and corporate capex expected

• $30m for potential acquisitions for opportunities in

existing markets, of which $10m was deployed in Q2 20 relating to the Eagle acquisition Commentary Capex breakdown ($m)

$20-25m maintenance and corporate capex

23 Helios Towers plc

Summary of financial debt

Debt KPIs Gross and net leverage Commentary

• Successfully completed refinance with US$750m senior notes due 2025

with 7.00% coupon alongside new US$70m RCF and term loan of up to US$200m

• As a result, extended maturities, reduced cost of debt and increased

available capital for expansion

• Q2 20 net leverage(5) of 3.0x below target range of 3.5x and 4.5x:

significant capacity for additional debt

• Monthly shareholder loan payments by operating companies to Group

treasury uninterrupted through COVID ($m) FY 19 Q4 19 Q1 20 Q2 20

Cash & cash equivalents 221 221 146 213 Less: restricted cash(1) 38 38

• Cash excl. restricted cash

183 183 146 213 Bond 600 600 600 750 Term loan 75 75 75

• Lease obligations + other(2)

135 135 126 118 Gross debt 810 810 800 868 Net debt (3) 627 627 653 656 Annualised Adj. EBITDA 205 215(4) 216(4) 220(4) Gross leverage(5) 3.9x 3.8x 3.7x 3.9x Net leverage(6) 3.1x 2.9x 3.0x 3.0x

3.9x 3.8x 3.7x 3.9x

3.1x 2.9x 3.0x 3.0x

FY 19 Q4 19 Q1 20 Q2 20

Gross leverage Net leverage

0.0x / -0.1x

(3)

(1) Restricted cash reflects cash held for the payment of change of control taxes related to our initial public offering in 2019, funded by a capital contribution from our shareholders immediately prior to the initial public offering. (2) ‘Other’ relates to unamortised loan issue costs, accrued bond and loan interest, derivative liability and shareholder loans. (3) Net debt is calculated as our gross debt less cash and cash equivalents. Q4 19 net debt excludes US$37.7m of restricted cash for the payment of change of control taxes related to our initial public offering in 2019, funded by a capital contribution from our pre-IPO shareholders immediately prior to the initial public offering. (4) Annualised Adj. EBITDA calculated as per the bond definition as the most recent fiscal quarter multiplied by 4. This is not a forecast of future result. (5) Calculated as gross debt divided by annualised Adj. EBITDA for the quarter and Adj. EBITDA for the year. (6) Calculated as net debt divided by annualised Adj. EBITDA for the quarter and Adj. EBITDA for the year.

24 Helios Towers plc

Strong growth in portfolio free cash flow generation and improved receivables days

($m) 2017 2018 2019 H1 20

• Adj. EBITDA

146 178 205 109 Non-discretionary capex(1), leases(2) & taxes (49) (45) (36) (20) Portfolio free cash flow 97 133 169 89 Cash conversion % (3) 66% 75% 82% 82% Net payment of interest (4) (41) (62) (68) (51) Levered portfolio free cash flow 56 71 101 38 Discretionary capex (5) (149) (103) (102) (31) Adjusted free cash flow (93) (32) (1) 7 Net change working capital (6) (23) 10 (45) (22) Cash paid for exceptional and EBITDA adjusting items and proceeds on disposal of assets (7) (7) (32) (36) (8) Cash paid in related to change of control taxes (8)

• (38)

Vodacom minority acquisition (59)

• Free cash flow

(182) (54) (82) (60) Net cash flow from financing activities 168 25 214 53 Net cash flow (14) (29) 133 (7) Cash brought forward (8) 134 120 89 221 FX (1) (1) Cash carried forward 120 89 221 213

(1) Non-discretionary capex includes maintenance and corporate capital additions. (2) Payment of lease liabilities includes interest and principal repayments of lease liabilities. (3) Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA. (4) Net payment of interest corresponds to the net of “Interest paid” (including withholding tax) and “Interest received” in the condensed consolidated statement of cash flows, excluding interest payments on lease liabilities. (5) Discretionary capex includes acquisition, growth and upgrade capital additions. (6) Net change in working capital corresponds to movements in working capital, excluding cash paid for exceptional and EBITDA adjusting items and including movements in capital expenditure related working capital. (7) Cash paid for exceptional and EBITDA adjusting items includes cash paid for exceptional project costs, deal costs, litigation costs, share- based payments and long term incentive plan charges and associated costs. (8) Opening cash balance in Q1 20 included $37.7m of restricted cash, which had been funded at the time of IPO by Helios Towers’ pre-IPO

• shareholders. This was paid to the relevant tax authority in Q1 2020.

(9) Net receivables equals total trade receivables (including related parties) and accrued revenue, less amounts billed not yet due. (10) Net receivables days calculated as net receivables divided by revenue reported in the period multiplied by number of days in the period.

Strong portfolio free cash flow conversion Net receivables(9)

25 Helios Towers plc

31 8 39 37 16 17 16 9 1 5 5 5 20 40 60 20 40 60

FY 17 FY 18 FY 19 H1 20

Net receivables days(10) Net billing (US$m)

Big-five MNOs Other MNOs Other Net receivables days

66% 75% 82% 82% FY 17 FY 18 FY 19 H1 20

H1 2020 summary

 Delivering on our acquisition growth strategy  Strong operational performance in H1 2020  Significantly improved balance sheet, with extended maturities, lower cost of debt and additional capital for expansion  Organic and inorganic pipeline robust  FY 20 guidance maintained

26 Helios Towers plc

Q&A

Disclaimer

This presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire or dispose of securities in Helios Towers plc (the "Company") or any other member of the Helios Towers group (the “Group”), nor should it be construed as legal, tax, financial, investment or accounting advice. This presentation contains forward-looking statements which are subject to known and unknown risks and uncertainties because they relate to future events, many of which are beyond the Group’s control. These forward-looking statements include, without limitation, statements in relation to the Company’s financial outlook and future

• performance. No assurance can be given that future results will be achieved; actual events or results may differ

materially as a result of risks and uncertainties facing the Group. You are cautioned not to rely on these forward-looking statements, which speak only as of the date of this announcement. The Company undertakes no obligation to update

• r revise any forward-looking statement to reflect any change in its expectations or any change in events, conditions or
• circumstances. Nothing in this presentation is or should be relied upon as a warranty, promise or representation, express
• r implied, as to the future performance of the Company or the Group or their businesses.

This presentation also contains non-GAAP financial information which the Directors believe is valuable in understanding the performance of the Group. However, non-GAAP information is not uniformly defined by all companies and therefore it may not be comparable with similarly titled measures disclosed by other companies, including those in the Group's industry. Although these measures are important in the assessment and management of the Group’s business, they should not be viewed in isolation or as replacements for, but rather as complementary to, the comparable GAAP measures.

28 Helios Towers plc

Appendix

Helios Towers market overview

Big-5 MNOs HT Market Share(3)

Airtel MTN Orange Tigo Voda

Mobile Penetration(2) Towers Available(3) PoS Additions(3) (2018 – 2024) PoS Growth CAGR(3) (2018 – 2024)

Tanzania 64%

  

41% 2k 5.1k 6.1% DRC 63%

  

38% 1k 3.8k 9.0% Ghana 21%

(1)  (1) 

55% 0.8k 2.7k 5.1% Senegal 30%(6)



52% 3k(6) 1.7k(6,7) 7.2%(6,7) Congo B 53%(4)

 

47% 0.3k(4) 0.4k 5.2% South Africa n.m.(5)

 

67% 25k 7k 3.3%

Group      50% 32k 21k 5.0%

1. AirtelTigo is a 50:50 joint venture between Airtel and Tigo. 2. GSMA Intelligence Database. Unique mobile subscribers 2019. 3. Hardiman Report, August 2019. 4. Estimated market share and site count based on Hardiman Report, August 2019 and adjusted for recent Congo B acquisition. 5. Entered South Africa in early 2019. 6. TowerXchange / Company / BMI research / HT estimates 7. 2020 – 2025 Company estimates

30 Helios Towers plc

Summary Income Statement

31 Helios Towers plc

6 months ended 30 June 3 months ended 30 June

2020 US$m 2019 US$m 2020 US$m 2019 US$m

Revenue 204.0 190.7 102.2 97.0 Cost of sales (130.2) (132.7) (65.2) (67.4) Gross profit 73.8 58.0 37.0 29.6 Administrative expenses (43.2) (40.0) (19.1) (23.6) Loss on disposal of property, plant and equipment (1.3) (5.3) (0.7) (0.2) Operating profit 29.3 12.7 17.2 5.8 Interest receivable 0.5 0.7

• 0.6

(Loss)/gain on financial instruments (35.0) 24.3 6.0 8.5 Finance costs (77.8) (56.4) (48.7) (24.9) Loss before tax (83.0) (18.7) (25.5) (10.0) Tax expenses (7.8) (3.8) (3.8) (3.1) Loss after tax (90.8) (22.5) (29.3) (13.1) Adjusted EBITDA 109.1 99.0 55.1 50.2 Adjustments applied in arriving at Adjusted EBITDA: Adjusting items: Project costs1 (4.6) (3.1) (0.3) (3.1) Deal costs2 (0.8) (2.4) (0.1) (1.2) Share-based payments and long term incentive plans3 (0.4) (1.7) (0.2) (1.7) Loss on disposals of assets (1.3) (5.3) (0.7) (0.2) Gain or loss on financial instruments (note 16) (35.0) 24.3 6.0 8.5 Depreciation of property, plant and equipment (63.7) (65.2) (32.1) (33.4) Depreciation of right-of-use assets (4.8) (3.9) (2.5) (2.0) Amortisation of intangibles (4.2) (4.7) (2.0) (2.8) Investment income 0.5 0.7

• 0.6

Finance costs (77.8) (56.4) (48.7) (24.9) Loss before tax (83.0) (18.7) (25.5) (10.0)

1 Project costs in 2020 relate to the preparation for a debt refinancing and listing of equity on London Stock Exchange in 2019. 2 Deal costs comprise deal costs for aborted acquisitions, which mainly comprise professional fees and travel costs incurred while investigating potential site acquisitions that are expensed when the potential site acquisition does not proceed, and deal costs not capitalized, which relate to the exploration of investment opportunities across Africa. 3 Share-based payments and long-term incentive plan charges and associated costs.

Summary Balance Sheet

32 Helios Towers plc

30 June 2020 US$m 31 December 2019 US$m

Non-current assets Intangible assets 21.3 28.4 Property, plant and equipment 600.3 631.9 Right-of-use assets 109.4 108.2 Derivative financial assets 5.3 41.0 736.3 809.5 Current assets Inventories 9.1 9.3 Trade and other receivables 164.8 166.5 Prepayments 31.1 14.1 Cash and cash equivalents 212.5 221.1 417.5 411.0 Total assets 1,153.8 1,220.5 Equity Issued capital and reserves Share capital 12.8 12.8 Stated capital 12.8 12.8 Other reserves (87.0) (87.0) Translation reserve (86.5) (82.7) Share based payment reserve 18.4 19.6 Treasury shares (2.8) (4.4) Retained earnings 226.5 317.6 Equity attributable to owners 81.4 175.9 Non-controlling interest (0.4) (0.6) Total equity 81.0 175.3 Non-current liabilities Loans 738.9 665.1 Long-term lease liabilities 106.2 104.2 Contingent consideration

• 5.9

Deferred tax liabilities 3.3 3.1 848.4 778.3 Current liabilities Trade and other payables 194.9 222.7 Contingent consideration 6.4 3.6 Loans 2.0 19.2 Short-term lease liabilities 21.1 21.4 224.4 266.9 Total liabilities 1,072.8 1,045.2 Total equity and liabilities 1,153.8 1,220.5

Summary Management Cash Flow

33 Helios Towers plc

6 months ended 30 June 3 months ended 30 June

(US$m)

2020 2019 2020 2019 Adjusted EBITDA 109.1 99.0 55.1 50.2 Less: Maintenance and corporate capital expenditure (7.4) (7.8) (4.8) (3.4) Payments of lease liabilities1 (11.3) (10.2) (6.3) (6.5) Tax paid2 (1.3) (1.2) (0.8) (0.9) Portfolio free cash flow3 89.1 79.8 43.2 39.4 Cash conversion %4 82% 81% 78% 79% Net payment of interest5 (51.3) (32.5) (20.2) (2.5) Levered Portfolio free cash flow 37.8 47.3 23.0 36.9 Discretionary capital expenditure6 (30.6) (47.5) (22.0) (36.1) Adjusted free cash flow 7.2 (0.2) 1.0 0.8 Net change in working capital7 (21.5) (35.5) 13.2 (8.7) Cash paid for adjusting and EBITDA adjusting items8 (8.7) (13.2) (1.0) (12.1) Cash paid in relation to Change of Control Tax9 (37.7)

• Proceeds on disposal of assets

0.6 0.1 0.3 0.1 Free cash flow (60.1) (48.8) 13.5 (19.9) Net cash flow from financing activities10 52.8 50.0 52.8

• Net cash flow

(7.3) 1.2 66.3 (19.9) Opening cash balance8 221.1 89.0 146.4 109.5 Foreign exchange movement (1.3) (0.4) (0.2) 0.2 Closing cash balance 212.5 89.8 212.5 89.8

1 Payment of lease liabilities includes interest and principal repayments of lease liabilities. 2 Tax paid excludes Change of Control Taxes which are classified separately below. 3 Please refer to reconciliation of cash generated from operating activities to portfolio free cash flow in the Alternative Performance Measures section. 4 Cash conversion % is calculated as portfolio free cash flow divided by Adjusted EBITDA. 5 Net payment of interest corresponds to the net of “Interest paid” (including withholding tax) and “Interest received” in the condensed consolidated statement of cash flows, excluding interest payments on lease liabilities. 6 Discretionary capital additions includes acquisition, growth and upgrade capital additions. 7 Net change in working capital corresponds to movements in working capital, excluding cash paid for EBITDA adjusting items and including movements in capital expenditure related working capital. 8 Cash paid for EBITDA adjusting items corresponds to cash paid in respect of items per note 4 of the condensed consolidated interim financial statements – project costs in relation to the IPO and fees for the preparation of the debt refinancing. 9 Opening cash balance for the period ended 30 June 2020 included US$37.7 million restricted cash which had been funded at the time of IPO by Helios Tower’s pre-IPO shareholders. This was paid to the relevant tax authority in Q1 2020. 10 Net cash flow from financing activities includes borrowing drawdowns, loan issue costs and repayment of loan in the condensed consolidated statement of cash flows.

ROIC breakdown

34 Helios Towers plc

US$m 2016 2017 2018 2019 Q2 20(1) Net property, plant and equipment 655.1 705.7 676.6 631.9 600.3 Accumulated depreciation 272.5 383.0 490.6 597.2 656.3 Less: accumulated maintenance + corporate capital expenditure (113.2) (135.4) (151.8) (163.9) (171.3) Gross property, plant and equipment (excl. maint & corp capital expenditure) 814.5 953.3 1015.4 1065.2 1085.3 Gross intangibles 76.4 80.2 82.7 109.1 105.8 Total invested capital 890.9 1,033.5 1,098.1 1,174.3 1,191.1 Adjusted EBITDA 105.2 146.0 177.6 205.2 220.4 Less: maintenance and corporate capital expenditure (32.8) (22.2) (16.4) (12.1) (19.2) Less: payments of lease liabilities (21.1) (25.8) (25.5) (20.9) (25.2) Less: tax paid (0.6) (1.3) (2.9) (3.3) (3.2) Portfolio free cash flow(2) 50.7 96.8 132.7 168.9 172.8 Return on invested capital 5.7% 9.4% 12.1% 14.4% 14.5%

1. Q2 20 Adjusted EBITDA, maintenance and corporate capital additions, payments of lease liabilities, tax paid and portfolio free cash flow are annualised and calculated as reported Q2 20 multiplied by four. 2. Portfolio free cash flow calculation may not add up in the table due to rounding differences.

Cost of debt (pre and post refinancing)

Old Debt Structure New Debt Structure

Bond 600 750 Coupon 9.125% 7.000% Term Loan 125 200(1) Rate L+4.20% L+5.50% RCF 60 70 Rate L+4.00% L+5.25% Total Financing 785 1,020 Average Cost(2) 8.03% 6.67% USD Cash interest (currently drawn(3))(4) 58.15 52.50 USD Cash interest (fully drawn)(4) 63.01 68.07

(1) Assumes $150m committed as of 12 August and $50m accordion. (2) Libor assumed at 0.33%. (3) Prior debt cost calculated using $600m bond and $75m term loan interest costs and new debt cost calculated using $750m bond only (term loan and RCF being undrawn). (4) Excluding withholding taxes.

35

Guidance for FY 20 is unchanged

Helios Towers plc

Forecast at IPO Expectations for 2020 Variance

Tenancies

• Targeting 1-1.5k over medium term,

with rate of tenancies increasing

• Of which, 50% sites, gradually

reducing to 25% over medium term

• Targeting 1-1.5k
• 40% sites

 In-line

Lease rates

• USD inflationary growth
• USD inflationary growth

 In-line

Operating expenses

• Site opex flat over medium-term
• Site opex flat

 In-line

SG&A

• USD inflationary growth
• USD inflationary growth

 In-line

• Adj. EBITDA margin
• Targeting Adj. EBITDA margin of 55-

60% in the medium term

• Expect to be within the range in 2020

 In-line

Capex

• Targeting $80 – 90m per year in the

medium term

• Additional $20m upgrade capex in

2020

• Targeting $110m organic capex, plus

$30m for bolt-on acquisitions +$0 - $30m potential increase for bolt-on acquisitions

35