EGYPT | TELECOMS April 10, 2012 Mobinil BUY (UPGRADED) LTFV: EGP 96.0 (UNCHANGED) TP: EGP 202.5 (UNCHANGED) Upgraded to Buy on recent “speculative” sell-off News published in Al-Mal newspaper about proposed amendments to the Telecom Law was the main reason behind the selling pressure witnessed today in Mobinil [EMOB] shares (down almost 10% intraday, 7% for the day). According to the article, the new amendments could oblige telecom companies to keep a minimum of 20% of its capital in Egyptian hands. However, by end of today's trading session Reuters quoted an unnamed source at the Ministry of Communications & Information Technology (MCIT) as saying that the proposed amendments will be limited to new licenses only (if any). In our opinion, if the Parliament approves such amendments, we do not believe they will be applied retroactively on operating companies and, if so, may be challenged as unconstitutional. If worst comes to worst, France Telecom (FT) and Orascom Telecom Media & Technology (OTMT) [OTMT] may have to fine-tune their deal to comply with the new rules. That said, we see two scenarios at opposite ends of the spectrum: (1) France Telecom (FT) may decide not to acquire any additional stakes in EMOB and (2) FT can comply with the new ownership limit by listing 15% on the EGX in addition to the 5% owned by OTMT. Absent any official news, we prefer the second scenario and view today's intraday price fluctuation as speculative in nature. Hence, we upgrade our recommendation for EMOB from Hold to Buy, given a 25% upside potential to our target price: the suggested EGP202.5/share acquisition price. Failure to execute the deal is the main risk to our recommendation. COMPANY SYNOPSIS News suggesting new ownership limits for telecom companies: According to today’s Al-Mal newspaper, the MCIT through the Legislative Committee of the Cabinet of Ministers sent a draft of the proposed amendments to the Telecom Law to the Committee of Transport & Communications of the Parliament. The new amendments could oblige telecom companies to keep a 20% minimum stake in Egyptian hands. The article mentioned that the proposal leaves the CIT minister room to decide on a case-by-case basis. Mobinil T elecom F T Orange Group OTMT OTMT Free Float Total EMOB’s stock price pressured on speculation this may affect FT/OTMT's deal: We believe this news may have been the reason behind the pressure we have seen today on EMOB's stock price (down 10% intraday to EGP 156.52 before pulling back to end 7% down for the day). As per the non-binding agreement between FT and OTMT announced on February 13, 2012, OTMT is considering to sell the majority of its stake in EMOB to FT at EGP202.5 a share, while retaining a 5% financial interest in EMOB but the same voting rights and representation on EMOB's board of directors. Egyptian Company for Mobile Services (ECMS) “Mobinil” [EMOB] was established in November 1997 under Investment Law No. 8/1997, granting it a 5-year tax holiday that ended in December 2003. The company began its operations on May 21st, 1998, when all of Telecom Egypt’s mobile assets were sold to Mobinil Telecommunications, a consortium consisting of one local and two international telecom giants: Orascom Telecom (OT), France Telecom Mobiles International (FTMI), and Motorola. Mobinil Telecom currently controls EMOB through its 51% combined stake. In early 2001, both FTMI and OT purchased Motorola’s stake on a pro-rata basis. In July 2002, FTMI was replaced by Orange, which then controlled 71.25% of Mobinil Telecom. On April 18th, 1998, EMOB was formally awarded a 15-year license (renewable for a 5-year period) to operate and expand the existing GSM 900 network. In 2005, EMOB was granted access to 7.5 mhz of the 1800 mhz spectrum for a total payment of EGP1.24bn. In July 2007, Mobinil decided to apply for a 3G license for EGP3.4bn, with the goal of launching commercial 3G services in early September 2008. EMOB is the second largest local GSM mobile operator in terms of subscribers (c. 32.9mn subs). SHAREHOLDER STRUCTURE 20.0% 29.0% 100.0% STOCK DATA Reuters; Bloomberg Recent price as of 10-Apr-12 No. of O/S shares Market cap 52-wk high / low Avg. daily volume / turnover EMOB.CA; EMOB EY EGP 161.53 100.0 mn EGP 16,153 mn EGP 185/ EGP 72.99 0.09 mn / EGP 11.4 mn STOCK PERFORMANCE | 52 WEEKS Volume EGP COMPANY NOTE 51.0% 71.3% 28.8% EC MS EGX 30 - rebased mn shares 200 180 160 140 120 100 80 60 40 20 0 Details of FT/OTMT deal on EMOB: OTMT currently owns a total of 34.7% of EMOB (14.7% indirectly through Mobinil Telecom and 20% directly). So far, FT has not officially presented a tender offer for EMOB shares (which has been widely expected soon by the market). However, from OTMT's latest official communication dated March 29, 2012, OTMT has agreed to subscribe to what we believe is a special purpose vehicle (SPV) called MT Telecom S.C.R.L. in which OTMT would have 30% voting rights and no equity stake. MT Telecom, a newly-established company, is the acquirer that will submit the tender offer to purchase all but 5% of EMOB direct and indirect shares. In order to preserve its current voting rights in EMOB, OTMT will subscribe to 28,750,000 Class B shares (voting shares with no economic rights), for a consideration of around EGP65mn, in MT Telecom. As a result, OTMT will hold approximately 30% voting rights in MT Telecom, which is similar to its current voting rights in EMOB, and will continue its longterm partnership with FT in EMOB as well as its representation on the latter's board of directors and a number of other committees that would allow OTMT to continue to provide strategic and management oversight over EMOB. 0.7 0.6 0.5 0.4 0.3 0.2 0.1 - Mar-11 May-11Jun-11 Aug -11 Oct-11 Dec-11 Jan -12 Mar-12 Source: Reuters Amr Hussein Elalfy, CFA Amr.Elalfy@cicapital.com.eg Mohamed Hamdy Mohamed.Hamdy@cicapital.com.eg 1 Please Read Last Page For Contact Details and Important Disclaimer EGYPT | TELECOMS April 10, 2012 What if these amendments are correct and the Parliament approved them? We believe the new amendments, which are yet to be discussed in the Parliament, will unlikely be ratified any time soon. We believe that other political issues, such as the Political Isolation draft bill, will be given a higher priority to these amendments. Even if the Parliament approves them, we do not believe they will be applied retroactively on operating companies. And if they are, we think this may be challenged in the court of law as unconstitutional. If worst comes to worst, FT and OTMT may have to alter the proposed structure of their deal to comply with the new rules (if approved and put in effect as a law that is not challenged). At the end of the day, we see two scenarios at the opposite ends of the spectrum, while we prefer the second – in case ownership limits are implemented: (1) FT may decide to walk away from the deal and maintain the status quo and its stake in EMOB. In other words, FT may decide not to acquire any additional stakes in EMOB. (2) FT may agree to the new rules and list 15% of its to-be-acquired 95% stake on the market. This way, FT would be complying with the 20% (if this is the limit to be applied) minimum ownership limit to be owned by Egyptians (5% owned by OTMT and 15% to be listed in the stock market). More confusion with another official source saying new amendments will only be limited to new licenses: According to Reuters, An unnamed official source at the MCIT said today that the proposed amendments to the Telecom Law are being studied by the Committee of Transport & Communications of the Parliament and will only be limited to new licenses (if any). He also denied that the proposed Egyptian ownership limit in telecom companies is 20%. FT must submit its tender offer by April 13 unless extended by the regulator: According to Article No. 330 of the Executive Regulations of Capital Market Law No. 95/1992, FT must submit its tender offer within a maximum of 60 days from the announcement date (i.e. by maximum April 13, 2012). However, this deadline is subject to extension by the regulator if acceptable reasons are provided by FT. According to Bloomberg, FT’s spokesman, Tom Wright, said today that FT is in the process of completing the details of a non-binding agreement to buy most of OTMT’s stake in EMOB. Thus, in our opinion and given the statement made by FT’s spokesman, we would not be much concerned with the approaching deadline, especially that both FT and OTMT seem to be working out the final details of their agreement. COMPANY NOTE Valuation and recommendation: Absent official news that suggests otherwise, we would tend to believe that today's sell-off was speculative in nature and driven mainly by fear that the FT/OTMT deal may have fallen through. Given the 25% upside potential to our target price of EGP202.5/share (the suggested acquisition price), we upgrade our recommendation for EMOB from Hold to Buy. 2 Please Read Last Page For Contact Details and Important Disclaimer EGYPT | TELECOMS April 10, 2012 Investment Rationale FT to acquire the remaining minority shares in EMOB at EGP202.5/share. Expected synergies from the acquisition of LDN. Rapid growth in data revenues, thanks to the growing demand for smartphone services. Faster-than-expected revenue growth from providing valued-added services (e.g. mobile banking and broadband). We estimate mobile banking will be launched in 2013 and could add as much as EGP5/share to EMOB value (factored in our valuation). On-net promotions and cost optimization could stimulate usage and sustain profitability margins. Better capex rationalization may help improve liquidity, leading to lower reliance on use of debt. Risks to Our Recommendation COMPANY NOTE Failure to execute the FT/OTMT deal on EMOB at EGP202.5/share. Market maturity and boycott campaigns mute subscriber growth. High financing needs, mainly for capex on 4G network and 3G installment of EGP750mn. Decelerating revenue growth rates due to lower tariffs on the heels of stiff competition. Interconnection dispute with the NTRA could lead to a potential after-tax loss of EGP814mn (from January 1, 2008 through December 31, 2011). The negative outlook on the tourism sector in view of country’s unrest might affect roaming revenues. 3 Please Read Last Page For Contact Details and Important Disclaimer EGYPT | TELECOMS COMPANY NOTE April 10, 2012 Balance Sheet (EGP mn) Assets Cash & Cash Equivalent Total Current Assets Net Plant Total Assets 814 1,257 9,800 14,640 610 1,235 10,270 16,731 1,256 1,986 10,094 16,880 542 1,294 10,067 15,649 768 1,508 9,942 15,416 897 1,508 9,643 14,796 920 1,543 9,332 14,196 941 1,572 9,000 13,572 Liabilities & Equity Short-Term Debt CP of Long Term Debt Total Current Liabilities Total Long-Term Debt Total Liabilities Shareholders' Equity Total Liab. & Equity 559 407 6,347 4,013 11,308 2,930 14,640 206 819 5,065 5,968 12,117 4,145 16,731 377 1,734 6,644 6,301 13,935 2,468 16,880 1,979 1,522 7,336 4,201 12,566 2,605 15,649 3,209 1,633 8,811 2,432 12,306 2,632 15,416 4,080 1,872 10,090 450 11,630 2,688 14,796 4,956 143 9,519 307 10,945 2,774 14,196 3,981 143 8,890 164 10,198 2,896 13,572 Income Statement (EGP mn) Yearend Subs (k) Revenues Cost of Revenues Gross Profit SG&A EBITDA Depreciation & Amortization EBIT Net Interest Expense Imputed Interest Other Non-Operating Inc/(Exp) EBT Taxes NPAT Minority Interest Extraordinary Items Attributable Profits 2009a 25,354 10,807 (2,039) 8,768 (3,647) 5,122 (1,907) 3,214 (688) 0 47 2,573 (536) 2,038 0 0 2,038 2010a 30,225 10,576 (2,401) 8,175 (3,871) 4,303 (2,001) 2,302 (589) 0 39 1,752 (393) 1,359 (0) 0 1,359 2011a 32,914 10,182 (2,543) 7,639 (4,381) 3,258 (2,408) 850 (801) 0 (27) 23 (275) (253) (0) 0 (253) 2012e 34,717 10,585 (2,488) 8,097 (4,710) 3,386 (2,352) 1,034 (834) 0 0 200 (50) 150 0 0 150 2013e 36,509 10,933 (2,332) 8,602 (5,029) 3,572 (2,262) 1,310 (915) 0 0 395 (128) 267 0 0 267 2014e 38,301 11,212 (2,190) 9,022 (5,270) 3,752 (2,171) 1,581 (827) 0 0 754 (188) 566 0 0 566 2015e 39,875 11,502 (2,162) 9,340 (5,406) 3,934 (2,102) 1,832 (697) 0 0 1,136 (283) 852 0 0 852 2016e 41,287 11,758 (2,121) 9,637 (5,526) 4,111 (2,023) 2,088 (452) 0 0 1,635 (408) 1,227 0 0 1,227 Cash Flow (EGP mn) Gross Cash Flow (COPAT) Cash After Current Operations Financing Payments Cash Before LT Use Net Plant Change FCFF Others Cash Before Financing Change in Cash 2009a 4,658 5,273 (1,051) 4,222 (2,607) 2,666 (192) 1,423 163 2010a 3,820 3,091 (1,042) 2,049 (2,228) 863 (1,618) (1,797) (203) 2011a 2,888 3,394 (1,661) 1,733 (1,872) 1,522 (38) (176) 645 2012e 3,337 3,366 (3,368) (1) (1,967) 1,400 242 (1,726) (714) 2013e 3,444 3,350 (2,497) 853 (1,777) 1,573 56 (868) 226 2014e 3,564 3,592 (2,526) 1,066 (1,514) 2,078 57 (392) 129 2015e 3,651 3,666 (2,642) 1,024 (1,438) 2,228 70 (343) 23 2016e 3,702 3,702 (670) 3,032 (1,352) 2,350 82 1,762 21 2009a 69.6% 18.9% 13.9% 51.4% 47.4% 2010a 32.8% 12.9% 8.1% 25.0% 40.7% 2011a -10.2% -2.5% -1.5% 6.5% 32.0% 2012e 5.8% 1.4% 1.0% 13.5% 32.0% 2013e 10.1% 2.4% 1.7% 16.4% 32.7% 2014e 21.1% 5.0% 3.8% 20.7% 33.5% 2015e 30.7% 7.4% 6.0% 25.3% 34.2% 2016e 42.4% 10.4% 9.0% 30.8% 35.0% 13.59 12.35 91% 11.9x 7.6% $124 3.8 5.2x 1.5x 3.9x (2.53) 0.00 0% -63.9x 0.0% $117 5.0 7.2x 2.2x 6.5x 1.50 0.00 0% 107.5x 0.0% $111 4.8 6.9x 2.1x 6.2x 2.67 2.40 90% 60.5x 1.5% $103 4.5 6.3x 1.8x 6.1x 5.66 5.10 90% 28.5x 3.2% $94 4.3 5.8x 1.5x 6.0x 8.52 7.67 90% 19.0x 4.7% $86 4.1 5.2x 1.1x 5.8x 12.27 11.04 90% 13.2x 6.8% $78 3.9 4.7x 0.8x 5.6x Key ratios & multiples ROE ROS ROA ROIC EBITDA Margin 2009a 2010a EPS 20.38 DPS 9.50 DIV./NPAUI 47% P/E 7.9x Dividend Yield 5.9% EV/Sub (USD) $133 P/ EBITDA 3.2 EV/ EBITDA 4.0x Net debt/ EBITDA 0.8x P/ BV 5.5x Note: A = Actual; F = Forecasted Source: EMOB and CI Capital Research forecasts 2011a 2012e 2013e 2014e 2015e 4 Please Read Last Page For Contact Details and Important Disclaimer 2016e RESEARCH Amr Hussein Elalfy, CFA | Co-Head of Research Amr.Elalfy@cicapital.com.eg Mona Mansour | Co-Head of Research Mona.Mansour@cicapital.com.eg SALES Investment Rating* CI Capital Holding 64 Mohie El-Din Abou El-Ezz Street, 5th Floor, Dokki, Giza, Strong Buy >30% Egypt Tel: +2(02) 33318357 Buy >20% <30% CI Capital Securities Brokerage Khaled Abdelrahman | Managing Director & Global Head of Securities Brokerage Khaled.Abdelrahman@cicapital.com.eg Dynamic Securities CI Capital – US Hold >10% <20% 19 West 44th Street New York, NY 10036 Tel: +646 454 8620 Hesham Khalil | Managing Director Hesham.Khalil@cicapital.com.eg Underweight >0% <10% Sell <0% CI Capital – US Karim Baghdady | Director International Sales kbaghdady@ci-capital.com *Rating System In February 2008, CI Capital Research (CICR) launched a new rating system to give analysts more freedom to be market responsive. This was to make one element of our research more dynamic, namely the advertising of target prices and recommendations. What we did not change is our assessment of the Long Term Fair Value (LTFV), nor did we stop our detailed industry and company research. What we did is change the target price to trade in the balance of where a share should trade and where we think it will trade. LTFV: As before we continue to estimate a fundamental valuation, largely DCF and/or NAV based. Target Price: The price, which is not necessarily the LTFV, is where the analyst, given all (qualitative as well as financial) information available, thinks the share price can get to within the next 3-12 months. This can be changed at any time on changing facts and perceptions. Recommendations: Our new rating system falls out from the total return relating to the share price performance to the target price, and including any distributions which may not be included in the target price calculation. 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