[PPT] - Results Q3 2019 14 November 2019 Helios Towers Team Today Tom PowerPoint Presentation

SLIDE 1

Results Q3 2019

14 November 2019

SLIDE 2

Helios Towers Team Today

Tom Greenwood

Chief Financial Officer

1

Kash Pandya

Chief Executive Officer

Manjit Dhillon

Head of Investor Relations and Corporate Finance

SLIDE 3

Agenda

2

Key Highlights 1 Financial Results 2 Q&A 3

SLIDE 4

Key Highlights

SLIDE 5

Q3 2019 Highlights

4 Helios Towers

Our 19th consecutive quarter of Adj. EBITDA

growth, with continued improvement across key financial and operating metrics

Successful float of HT plc with premium

listing on the London Stock Exchange

New Board members announced

SLIDE 6

5

Strong Q3 2019 Performance, both Financially and Operationally

Helios Towers

CAGR Q1 2015 – Q3 2019 43%

Margin has more than doubled through top-line growth and implementation

f business excellence

strategy

>2x

(1) “Adjusted EBITDA” is defined as loss for the period, adjusted for tax expenses, finance costs, other gains and losses, 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, recharged depreciation, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long- term incentive plan charges, and exceptional items. Exceptional items are material items that are considered exceptional in nature by management by virtue of their size and/or incidence. (2) 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 results

42 50 60 63 83 85 126 127 133 138 148 164 168 176 181 186 195 201 210

Q1 15 Q2 15 Q3 15 Q4 15 Q1 16 Q2 16 Q3 16 Q4 16 Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19

Revenue +11% YoY to $97m
Adjusted EBITDA(1) up +16% YoY to $52m

($210m annualised) reflecting our 19th consecutive quarter of growth

Adj. EBITDA margin up 3ppt YoY to 54%
Total tenancies up +9% YoY to 14,226
Tenancy ratio increased 0.07x YoY to 2.06x

Q3 2019 Performance 19 Quarters of Annualised Adj. EBITDA(2) Growth

25% 54%

% = Adj. EBITDA Margin

SLIDE 7

6

Successful float of HT plc with premium listing on the London Stock Exchange

Helios Towers

On 18 October 2019 Helios Towers was admitted to the premium segment of the Official List and

trading on the Main Market of the London Stock Exchange

IPO raised $360m:
$125m primary proceeds to be deployed in value-accretive future expansion opportunities –

new geographies/ M&A

$235m part sale by existing shareholdings
Initial pricing at 115p per share with market capitalisation of £1.15bn
Free float of $500m1

1 Includes shareholders owning less than 5% of issued share capital with a lock-up of 180 days or less; excludes management and board members.

SLIDE 8

7

New Helios Towers plc Board

Helios Towers

New Appointments:

Sir Samuel Jonah - Chairman
Magnus Mandersson - Senior Independent Director
Alison Baker - Independent Non-Executive Director

Existing Board Members:

Kash Pandya - Chief Executive Officer
Tom Greenwood - Chief Financial Officer
Richard Byrne - Independent Non-Executive Director
David Wassong - Non-Executive Director
Temitope Lawani - Non-Executive Director

SLIDE 9

Financial Results

SLIDE 10

Q3 2019 Key Highlights

Helios Towers 9

Results Snapshot

Q3 YTD Revenue: +8% YoY / +0% QoQ
Q3 YTD Adj. EBITDA: +16% YoY / +5% QoQ
Q3 YTD Adj. EBITDA margin: +4ppt YoY /

+2ppt QoQ

YoY +343 sites (+5%) and +820 colocations (+13%)
YoY +1,163 tenancies (+9%)
YoY growth driven by organic demand across all

markets, including new our market South Africa

Tenancy ratio increased to 2.06x (+0.07x YoY)
QoQ 21 sites (+0%) and +105 colocations (+1%)

Financial Summary Operational Summary

(1) Adjusted EBITDA is defined as loss for the period, adjusted for tax expenses, finance costs, other gains and losses, 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, recharged depreciation, deal costs for aborted acquisitions, deal costs not capitalised, share-based payments and long-term incentive plan charges, and exceptional items. Exceptional items are material items that are considered exceptional in nature by management by virtue of their size and/or incidence. (2) 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 results (3) Includes standard and amendment colocations (4) Net debt is calculated as our gross debt less cash and cash equivalents

Q2 19 Q3 19 % change YTD 18 YTD 19 % change In US$m, unless

therwise stated

QoQ YoY Revenue 97 97 0% 266 288 8%

Adj. EBITDA(1)

50 52 5% 131 151 16% Annualised adj. EBITDA(2) 201 210 5% 181 210 16%

Adj. EBITDA margin (%)

52% 54% 2ppt 49% 53% 4ppt Sites (#) 6,882 6,903 0% 6,560 6,903 5% Colocations (#) (3) 7,218 7,323 1% 6,503 7,323 13% Tenancies (#) 14,100 14,226 1% 13,063 14,226 9% Tenancy Ratio (x) 2.05x 2.06x 1.99x 2.06x Capex 40 29

27%

94 84

10%

Net Debt (4) 716 730 2% 648 730 13%

SLIDE 11

Strong Revenue and Adj. EBITDA Growth

10

Q3 19 Revenue increased 11% YoY to $97m (Q3 18: $88m); flat QoQ
Adj. EBITDA grew 16% YoY to $52m (Q3 18: $45m)
Adj. EBITDA margin improved to 54%, an increase of 3 ppt YoY and 2 ppt QoQ

88 97 97 Q3 18 Q2 19 Q3 19 Revenue growth

Adj. EBITDA growth

+16%

51% 52% 54% Q3 18 Q2 19 Q3 19

+11%

Adj. EBITDA margin expansion

+3 ppt

Helios Towers

45 50 52 Q3 18 Q2 19 Q3 19

+5% 0% +2 ppt

SLIDE 12

Tanzania 41% DRC 42% Congo B 7% Ghana 10% South Africa 0% USD 53% XAF/EUR 4% LCY (Power) 22% LCY (CPI) 21% Africa’s Big 5 MNOs(1) 87% Other 13%

YTD 2019 Revenue Breakdown

Helios Towers 11

87% of YTD 19 revenues from Africa’s Big 5 MNOs

(YTD 18= 86%)

57% of revenues in USD or XAF (which is pegged to

the Euro) YTD 2019 Revenue Breakdown by Customer YTD 2019 Revenue Breakdown by FX YTD 2019 Revenue Breakdown by Country Commentary

(1) Big 5 MNOs defined as: Airtel, MTN, Orange, Tigo and Vodafone/Vodacom

SLIDE 13

Tenancy Growth up 9% YoY, Tenancy Ratio rose to 2.06x

12

Tenancy growth of 9% YoY, reaching 14,226 tenancies in Q3 19
Site growth in all markets except Tanzania (ongoing site consolidation program)
Tenancy growth across all markets
Tenancy ratio of 2.06x increased +0.07x YoY and +0.01x QoQ

3,519 3,650 3,637 1,775 1,817 1,821 888 933 950 378 381 385

101 110

6,560 6,882 6,903 Q3 18 Q2 19 Q3 19 Evolution of sites portfolio Evolution of tenants 7,498 7,950 7,971 3,374 3,705 3,717 1,665 1,744 1,788 526 533 557

168 193

13,063 14,100 14,226 Q3 18 Q2 19 Q3 19

+9%

1.99x 2.05x 2.06x Q3 18 Q2 19 Q3 19

+5%

Evolution of tenancy ratio

+0.07x

Helios Towers Tanzania DRC Congo Brazzaville Ghana South Africa

+1% +0% +0.01x

SLIDE 14

YTD 2019 Costs and Tower Cash Flow Analysis

13 Helios Towers

38 39 39 36 35 34 31 32 34 34 32 Q1 17 Q2 17 Q3 17 Q4 17 Q1 18 Q2 18 Q3 18 Q4 18 Q1 19 Q2 19 Q3 19

22% 25% 9% 8%

2%

34%

Tanzania DRC Ghana Congo B South Africa Holdco

YTD 19 Operating Cost Breakdown(1)

YTD 19 Site Opex: $100m YTD 19 SG&A: $36m

% Revenue 46% 45% 45% 40% 40% 38% 35% 35% 36% 35% 33% US$m:

Strong YoY growth in Tower Cash Flow and Adj.

EBITDA margin

Q3 19 Opex decreased -$2m QoQ to $32m (33% of

revenues) Monthly Cash Flow per Tower ($) (2) Commentary 2,914 3,157

Q3 18 Q3 19

+8%

(1) Cost breakdown excludes depreciation, amortisation, exceptional items, deal costs and share-based payments and long-term incentive plan charges (2) Tower Cash Flow calculated as Reported Gross Profit + Site Depreciation

SLIDE 15

13 8 100 3 1 30 22 12 78 41 2 22 119 84 130

FY 18 YTD 19 FY 19 Organic ex. South Africa FY 19 Acquisitions / South Africa FY 19 Group Total

Maintenance Corporate Upgrade Growth Acquistions

Capital Expenditure

14

YTD 2019 capex of $84m:
Acquisition capex relates to South African

investments and Tanzanian acquisition of colocation rights

Growth capex of $41m represents investments in

new sites and tenancies across all group

perations, plus site efficiency initiatives (power,

consolidations etc)

FY 19 capex guidance remains unchanged at

$130m Commentary Capex Breakdown ($m)

Helios Towers

$20-25m

maintenance and corporate capex

Guidance

SLIDE 16

Summary of Financial Debt

Debt KPIs

Helios Towers 15

Gross and Net Leverage Commentary

Deleveraging from FY 18 driven by continued QoQ growth

in Adj. EBITDA

Net leverage target for the Group is between 3.5x and

4.5x

(1) ‘Other’ relates to unamortised loan issue costs, accrued bond and loan interest, derivative liability and shareholder loans (2) 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 (3) Calculated as gross debt divided by Annualised Adj. EBITDA for the quarter and Adj. EBITDA for the year (4) Calculated as net debt divided by Annualised Adj. EBITDA for the quarter and Adj. EBITDA for the year

($m) FY 18 Q1 19 Q2 19 Q3 19 Cash & cash equivalents

89 109 90 63

Bond 600 600 600 600 Term Loan 25 75 75 75 Lease Obligations + Other (1) 121 106 129 118 Gross Debt 746 781 805 793 Net Debt 657 672 716 730 Annualised Adj. EBITDA 178 195 (2) 201 (2) 210 (2) Gross Leverage (3)

4.2x 4.0x 4.0x 3.8x

Net Leverage (4)

3.7x 3.4x 3.6x 3.5x

4.2x 4.0x 4.0x 3.8x

3.7x 3.4x 3.6x 3.5x

FY 18 Q1 19 Q2 19 Q3 19

Gross leverage Net leverage

0.4x / -0.2x

SLIDE 17

Strong growth in Portfolio Free Cash Flow conversion; Working Capital Outflow Driven by Large Customer Payment Timings

16

Net Receivables(7)

Helios Towers

12 months ended 9 months ended ($m) 2017 2018 2019

Adj. EBITDA

146 178 152 Non-discretionary capex(1), leases(2) & taxes (49) (45) (27) Portfolio free cash flow 97 133 125 Cash conversion % 66% 75% 82% Interest(3) (41) (62) (64) Levered Portfolio free cash flow 56 71 61 Discretionary capex(4) (149) (103) (75) Adjusted free cash flow (93) (32) (15) Net change working capital(5) (23) 10 (43) Exceptional adjusting items and other(6) (7) (32) (18) Vodacom minority acquisition (59)

Free cash flow

(182) (54) (75)

Net cash flow from financing activities

168 25 50

Net cash flow

(14) (29) (25)

Cash brought forward

134 120 89

FX

(1) (1)

Cash carried forward

120 89 63

31,292 7,860 36,448 15,792 16,687 15,795 1,300 4,970 4,544 10 20 30 40 50 60 70 10,000 20,000 30,000 40,000 50,000 60,000 FY17 FY18 Q3 19 Net Receivables Days(8) $'000 Net Receivables Big 5 MNOs Other Multinational MNOs Other Net receivables days

(1) Non-discretionary capex includes maintenance and corporate capex (2) Payment of lease liabilities includes interest and principal repayments of lease liabilities (3) 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 (4) Discretionary capital additions includes acquisition, growth and upgrade capital additions (5) 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 and withholding tax on interest payments (6) Cash paid for exceptional and EBITDA adjusting items corresponds to cash paid in respect of items per note 4 of the condensed consolidated interim financial statements – litigation costs, exceptional project costs, share-based payments and long term incentive plans and deal

costs. Condensed consolidated interim financial statements are available on the Helios Towers investor relations website (www.heliostowers.com/investors/investor-home)

(7) Net receivables equals total trade receivables (including related parties) and accrued revenue, less amounts billed not yet due (8) Net receivables days calculated as net receivables divided by revenue reported in the period multiplied by number of days in the period

66% 75% 82%

FY17 FY18 YTD 19

Strong Portfolio Free Cash Flow Conversion

SLIDE 18

+11% Revenue growth and +16% EBITDA growth year-on- year for Q3 2019 Contracted revenue of c.$2.9bn with average remaining life of 7.6 years 57% of revenue in hard currency (USD and EUR pegged) Margin expansion of +3 ppt year-on-year to 54% for Q3 2019 Portfolio free cash flow of $125m(1) for YTD 2019, a 29% increase YoY

Helios Towers’ Story

Helios Towers

MARKET LEADER… … CONTINUING DELIVERING GROWTH

UNIQUE POSITIONING

Strong growing positions in four existing markets with exciting growth potential in the new South African market

SECURED GROWTH OPERATING LEVERAGE LONG-TERM CONTRACTS… … IN HARD CURRENCY … DRIVING CASH FLOW GENERATION IMPROVEMENT IN MARGIN…

17

(1) Portfolio free cash flow defined as Adj. EBITDA less Lease payments, Tax paid and Maintenance and Corporate capital expenditure.

SLIDE 19

Outlook for Q4 and FY 2019

18 Helios Towers

The business continues to perform in-line with
ur expectations providing confidence in the
utlook for the full year
We continue to target growth in our four

established markets, driven by top-line growth and execution of our Business Excellence Strategy, complimented by growth in our newest market, South Africa

SLIDE 20

Q&A

SLIDE 21

Disclaimer

20 Helios Towers 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 or 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 or implied, as to the future performance of the Company or the Group or their business. 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.

SLIDE 22

Appendix

SLIDE 23

21

Summary Income Statement

Helios Towers

(1) Relates to legal costs incurred in connection with a previously terminated private equity transaction (2) Exceptional project costs relate to the listing of equity on the London Stock Exchange (3) Share-based payments and long term incentive plan charges and associated costs (4) Includes acquisition costs relating to South Africa

($m) YTD 18 YTD 19 Revenue

266.2 288.0

Cost of sales

(194.7) (196.9)

Gross Profit

71.5 91.2

Admin expenses

(71.7) (67.4)

Loss on disposal of PPE

(4.8) (11.0)

Operating profit/(loss)

(5.1) 12.7

Interest receivable

0.8 1.3

Other gains and losses

(29.3) 48.3

Finance costs

(83.5) (84.8)

Loss before tax

(117.1) (22.5)

Tax expenses

(2.8) (6.7)

Loss after tax

(119.9) (29.1)

Adj. EBITDA

131.1 151.5

Adj. EBITDA margin

49% 53%

Reconciliation of Adj. EBITDA to loss before tax for Q3 18 YTD and Q3 19 YTD

Adj. EBITDA

131.1 151.5

Adjustments applied in arriving at Adjusted EBITDA Exceptional items: Litigation costs(1)

(10.2)

Exceptional project costs(2)

(14.7) (11.0)

Share-based payments and long term incentive plans(3)

(3.2)

Deal costs(4)

(2.4)

Loss on disposals of assets

(4.8) (11.0)

Other gains and losses

(29.3) 48.3

Depreciation and amortisation

(106.5) (111.1)

Finance costs

(82.7) (83.5)

Loss before tax

(117.1) (22.5)

SLIDE 24

22

Summary Balance Sheet

Helios Towers

($m) FY 2018 Q3 2019 Non–current assets Intangible assets 12.4

46.2

Property, plant and equipment 676.6

633.8

Right–of–use assets 103.8

108.3

Investments in subsidiaries 0.1

0.0

Derivative financial assets 7.1

55.3

800.1

843.7

Current assets Inventories 10.3

9.4

Trade and other receivables 102.3

149.4

Prepayments 16.2

23.9

Cash and cash equivalents 89.0

63.3

217.7

246.0

Total assets 1017.8

1089.7

Equity Issued capital and reserves Share capital 909.2

909.2

Share premium 187.0

187.0

Stated capital 1096.1

1096.1

Other reserves (12.8)

(12.8)

Translation reserve (81.7)

(83.2)

Accumulated losses (880.0)

(908.7)

Equity attributable to owners 121.7

91.4

Non–controlling interest

(0.4)

Total Equity 121.7

91.0

Current liabilities Trade and other payables 149.8

177.0

Short-term lease liabilities 19.6

21.1

Contingent Consideration

5.8

Loans 17.3

5.1

186.6

209.0

Non–current liabilities Loans 610.8

663.7

Long–term lease liabilities 98.7

103.1

Contingent consideration

16.5

Deferred tax liabilities

6.3

Total Liablilities 896.1

998.7

Total Equity and Liabilities 1017.8

1089.7

SLIDE 25

23

Summary Cash Flow Statement

Helios Towers

(1) Payment of lease liabilities includes interest and principal repayments of lease liabilities (2) Reflects capital additions (3) Cash conversion % is calculates 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. Condensed consolidated interim financial statements are available on the Helios Towers investor relations website (www.heliostowers.com/investors/investor-home) (5) Discretionary capex comprises of acquisition, growth and upgrade capex (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 corresponds to cash paid in respect of items per note 4 of the condensed consolidated interim financial statements – litigation costs, exceptional project costs, share-based payments and long term incentive plans and deal costs. Condensed consolidated interim financial statements are available on the Helios Towers investor relations website (www.heliostowers.com/investors/investor-home)

($m) YTD 18 YTD 19

Adj. EBITDA

131.1 151.5 Less: Tax paid (1.2) (1.9) Less: Payments of lease liabilities (1) (19.9) (16.0) Less: Maintenance and corporate capex (2) (12.9) (8.8) Portfolio free cash flow 97.1 124.8 Cash conversion % (3) 74% 82% Less: Net payment of interest (4) (58.7) (63.9) Levered Portfolio free cash flow 38.4 60.9 Less: Discretionary capex (2)(5) (80.9) (75.4) Adjusted free cash flow (42.5) (14.5) Less: Net change working capital (6) 3.1 (42.7) Less: Cash paid for exceptional and EBITDA adjusting items (7) (17.9) (18.0) Add: Proceeds on disposal of assets 0.1 0.2 Free cash flow (57.3) (75.0) Net cash flow from financing activities 0.0 50.0 Net cash flow (57.3) (25.0) Cash brought forward 119.7 89.0 FX (0.9) (0.7) Cash carried forward 61.5 63.3