MTN Ghana has launched its Initial Public Offering which has been described by industry players as historic.
The offer which was launched by the Finance Minister Ken Ofori Atta launched today is planning to give a fraction of the business to Ghanaians by issuing some its shares for sale.
What is an IPO?
An Initial Public Offering (IPO) is when a firm issue shares to the investing public for the first time. The investing public usually includes individuals and institutional investors such as banks, insurance firms and pension funds.
Why this IPO by MTN?
The launch forms part of MTN’s 4G LTE license requirement in which the company had to sell 35% of its shares to Ghanaians by June 2018.
In November 2015, MTN Ghana successfully bid for the License from the National CA which took effect from 21 June 2016 and is valid for a renewable period of 15 years.
The License which allows MTN Ghana to offer 4G LTE mobile internet services to its customers holds extensive benefits.
The Amount to be raised
MTN is looking to raise a total of up to GHS 3, 478, 045,900 through the issue and sale of the Offer Shares. The proceeds of the issue will be utilized as follows;
Expected Use of Funds
Payment to the Selling Shareholder for the Sale Shares ¢1,563,968,324
Payment of dividends to the Existing Shareholders ¢1,826,899,697
Transaction Costs ¢87,177,879
- Cost to be borne by selling shareholder ¢46,803,576
- Cost to be borne by MTN Ghana ¢40,374,303
Total Consideration ¢3,478,045,900
Cost and Expenses of the Offer
The total cost and expenses of the Offer are not expected to exceed 5% of the Application Funds.
MTN Ghana will pay all costs and expenses out of the Application Funds. Below are the summarized details of the cost of the Offer:
Expense Item Amount (GHS) % of Offer
Professional Fees 43,155,932 1.24%
- Legal Advisory Fees 887,500 0.03%
- Reporting Accountant Fees 869,094 0.02%
- Financial Advisory and Brokerage Fees 30,965,200 0.89%
- Receiving Agents Fees 10,434,138 0.30%
Regulatory Fees: 9,469,748 0.27%
GSE Fees 7,713,225 0.22%
SEC Fees 1,739,023 0.05%
Central Securities Depository Fees 17,500 0.00%
Other Fees: 34,552,199 0.99%
Registrar of companies 9,336,370 0.27%
Media Publicity, Marketing, Printing, etc. 24,419,554 0.70%
Systems Development Cost 796,275 0.02%
Total 87,177,879 2.51%
The table above gives us a picture of the cost and expenses incurred in the offer. The table provides us with the item in question, the cost and the percentage of each. Again the cost and expenses cannot exceed 5% of the application of the funds.
The Offer Process(Timelines)
Activity Date Time
Offer Commencement Date 29 May 2018 12:30 pm
Offer Closure Date 31 July 2018 5:00 pm
Application Review and Allotment
Begins 01 August 2018 9:00 am
Refund Commencement Date 08 August 2018 9:00 am
End of Allotment 15 August 2018 5:00 pm
SEC Approval of Offer Results 27 August 2018 5:00 pm
Crediting of Offer Shares to 28 August 2018 –
Successful Qualifying Applicants 04 September 2018 5:00 pm
Commencement of Trading 05 September 2018 10:00 am
Listing Date 05 September 2018 10:00 am
Refund Final Date 06 September 2018 10:00 am
All dates provided are subject to change by IC Securities in consultation with the MTN Ghana Board (subject to obtaining the necessary regulatory approvals). All times provided are in Greenwich Mean Time (GMT), the time zone of the Republic of Ghana.
Any amendment will be published in a national daily newspaper not later than 72 hours after receipt of regulatory approval.
Minimum Amount to be raised under the Offer
The minimum aggregate amount to be raised for the Offer to be declared successful and implemented is GHS 347,804,590 (the “Minimum Amount”).
Number of Offer Shares and Price
The Offer comprises 4.6 billion Offer Shares, representing 35% of MTN Ghana’s issued shares after the Offer. Up to 2.4 billion of the Offer Shares will be new MTN Ghana Shares to be issued by MTN Ghana to the successful Qualifying Applicants.
Up to 2.1 billion of the Offer Shares will be Existing Shares to be transferred from the Selling Shareholder to the successful
Qualifying Applicants. Each Offer Share shall carry the right to vote and to participate in any future dividends to be declared and paid on the MTN Ghana Shares.
Each Offer Share shall rank pari passu (the same rating) with the Existing Shares, is freely transferable and is not subject to any restrictions on marketability or any pre-emptive rights on transfer.
The Offer Shares will be issued at an offer price of GHS 0.75 per Offer Share.
What happens if there is an oversubscription?
Should MTN Ghana receive applications for Offer Shares in excess of issued shares of MTN Ghana, the Directors shall not issue additional ordinary shares of MTN Ghana to satisfy the extra demand.
Any monies received in respect of applications, and for which Offer Shares are not allotted, will be returned to the Qualifying Applicants within 10 days of the allotments.
Refunds after this period will attract interest at the BoG policy rate until the refund is made unless the Company can prove that the default in the repayment was
not due to any misconduct or negligence on its part. However, priority would be given to
(a) first, satisfy all duly completed applications from Ghanaian Investors; and
(b) second, satisfy all duly completed applications from other Qualified Applicants who are not
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