NOTIFICATION OF THE ACQUISITION OF IHS HOLDING LIMITED (“IHS”) BY MOBILE TELEPHONE NETWORKS (NETHERLANDS) B.V. (“MTN”)

Purpose of the notification:

The ECOWAS Regional Competition Authority (“ERCA”) has received a notification concerning the proposed acquisition by Mobile Telephone Networks (Netherlands) B.V. (“MTN”), the Acquirer, of IHS Holding Limited (“IHS”), the Target.

The transaction is subject to prior authorisation by ERCA in accordance with Article 2(1)(a) of Regulation C/REG.23/12/21 on the rules and procedures governing mergers and acquisitions within the ECOWAS region, as well as Implementing Regulation PC/REX.1/01/24 on notification thresholds. As the transaction concerns enterprises operating in more than one ECOWAS Member State, a Community-level notification has been submitted to ERCA.

The proposed transaction involves the acquisition by MTN of the remaining shares in IHS, over which MTN currently holds a minority interest, thereby resulting in MTN acquiring sole control of IHS.

Parties to the transaction

• Mobile Telephone Networks (Netherlands) B.V. (“MTN” or the “Acquirer”) is an investment holding company ultimately controlled by MTN Group Limited, an international group active in telecommunications and digital solutions. Through its operating subsidiaries, MTN provides, among other services, mobile voice and data services, connectivity services, mobile financial solutions and digital infrastructure services. Within the ECOWAS Common Market, the MTN Group operates in several Member States, including Benin, Ghana, Côte d’Ivoire, Liberia and Nigeria.
• IHS Holding Limited (“IHS” or the “Target”) is a company specialising in the ownership, operation and development of passive telecommunications infrastructure, including telecommunications towers used by mobile network operators and Internet service providers. IHS is headquartered in the United Kingdom and operates shared telecommunications infrastructure in several markets, including Côte d’Ivoire and Nigeria.

Nature and scope of the transaction

Upon completion of the transaction, MTN will acquire sole control of IHS Holding Limited.

MTN, through its subsidiaries, is primarily active in telecommunications services, digital connectivity and mobile financial solutions in several ECOWAS Member States, while IHS specialises in the provision of passive telecommunications infrastructure, including shared telecommunications towers used by mobile network operators and Internet service providers in Côte d’Ivoire and Nigeria.

Expected outcomes of the transaction

According to the notifying parties, the proposed acquisition is intended to facilitate the integration of IHS into the MTN Group and enhance the coordination of telecommunications network operations and passive infrastructure activities.

The parties consider that the transaction is not expected to result in a prevention, restriction or substantial lessening of competition in the ECOWAS Common Market, or otherwise adversely affect competitive conditions or the public interest.

ERCA will assess the proposed transaction in accordance with the applicable ECOWAS competition rules and procedures.

Third-party rights

Pursuant to Article 44(2)(a)(iv) of the ERCA Manual of Investigation and Notification Procedures, interested third parties may submit their observations within thirty (30) days from the publication of this notice.

Comments must be accompanied by relevant supporting documents and sent under confidential cover to:

ECOWAS Regional Competition Authority (ERCA)

Bertil Harding, Bijilo, The Gambia

P.O. Box 4470

Or by email to: registry@erca-arcc.org and info@erca-arcc.org