PAKISTAN MOBILE COMMUNICATIONS LIMITED

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The Pakistan Credit Rating Agency Limited

P

AKISTAN

M

OBILE

C

OMMUNICATIONS

L

IMITED

N EW

[A PR -15]

P REVIOUS

[M AY -14]

R EPORT CONTENTS

1. R ATING A NALYSES

Listed Secured Term

Finance Certificate

AA- AA-

2. F

INANCIAL

I

NFORMATION

3. R

ATING

S

CALE

4. R EGULATORY AND S UPPLEMENTARY

D

ISCLOSURE

A PRIL 2015

TELECOMMUNICATION

The Pakistan Credit Rating Agency Limited

R ATING A NALYSIS

ƒ

Industry: Pakistan’s telecom revenue after witnessing a growth of ~6%, stood at PKR

(A PRIL 2015) 465bln in FY14. Cellular mobile segment continues to have the largest share (FY14:

~70%; FY13: 71%). With USD 903mln FDI inflows on account of 3G and 4G license auction, telecom investment reached to USD 1,816mln in FY14 – three times higher than

P AKISTAN M OBILE last year ( FY13: USD600). The number of active cellular subscribers, after touching the

C OMMUNICATIONS L IMITED level of 140mln at end-Jun14, currently stands at 136mln owing to significant decline in

(PMCL) the subscribers of Ufone and Warid. Though, PMCL, continues to be the largest market

R ATING R ATIONALE player with a share of – 28% at end-Feb15, nevertheless ongoing biometric SIM

PMCL is the largest cellular verification may rationalize the share of the industry players. As competitive landscape operator with ~28% share of total exists, average revenues per user (ARPUs) have yet to stabilize. Going forward, business cellular connections in the potential in value added services is expected to provide impetus to revenue growth to the country. Successful acquisition of

3G license (10MHz) helped the market players, though time-line is uncertain.

ƒ

Performance: During CY14, in line with network expansion, up gradation and company to sustain its strong aggressive marketing efforts, PMCL aptly sustained its subscriber base. Amidst declining business profile in a highly ARPU (Dec14: PKR 196; Jan14: PKR 221), PMCL’s top-line witnessed a decline of 7%. competitive telecom landscape. However, considerable reduction in operating costs helped the company register positive

Given considerable decline in operating margin depicting a marked improvement YoY. Thus, higher contribution margin

ARPUs mainly in voice and led to sustained EBITDA margin. Meanwhile, rise in other income – a facet of exchange related services, the management gains recorded during the period – along with reduced cost of borrowing, helped the intends to build its footprints in company in registering significant profit before taxation YoY (CY14: PKR 7,519mln; data services, thereby sustaining CY13: PKR 8,062mln). To keep the leveraging of PMCL in check, the company converted healthy EBITDA margins. The management fee payable to sponsors (GTH: PKR 22,089mln; IWCPL: PKR 136mln; company plans to gradually Equity conversion: PKR 15,984mln) into equity in the last quarter of CY14. However, as a expand outreach of its 3G prudent measure, the company created a provision against tax benefits taken during prior network. The expansion would years, and it may be reversed going forward. Resultantly, PMCL registered net loss of PKR mainly be funded through debt. 1,438mln (CY13: net loss of PKR 5,947mln).

ƒ

Business Strategy: Given the continuing competition among the industry players, This is likely to impact the debt service coverages in the shortARPUs may remain under pressure. Moreover, higher addition of 3G subscribers by other term, as leveraging increases. players and regulatory verifications may pose challenge to Mobilink in sustaining its

However, healthy cashflows are expected to provide respite to the largest share. The management being aware of the same is making efforts, aligning its market strategy to changing market dynamics. This is expected to help the company to sail financial profile. The ratings through these challenging times. Moreover, PMCL is embarked on exploring business continue to draw comfort from, i) potential in mobile financial services, through its group company – Waseela Microfinance sponsors support - recent conversion of management fee

Bank. This would support the company’s revenues through additional income avenues.

ƒ

Working Capital Management: On account of revised capex payment terms, the payable into equity is a reflection company’s creditors increased significantly. Major payments would fall due in CY15. The of it, and ii) availability of company continues to enjoy negative net cash cycle (Dec14: -89days, Dec13: -64days, supplier credit. The company's Dec12: -69days,) mainly benefiting from stretched creditors’ days.

ƒ

Coverages and Cashflows: The company maintains reasonably good cash conversion association with one of the largest telecom operators - Vimplecom - ratio; though it has slightly reduced in recent years. FCFO of the company remained is a key rating factor. largely sustained (CY14: PKR 32,760mln; CY13: PKR 33,984mln) as higher EBITDA earnings were mitigated by rising tax payment during CY14. Furthermore, the new debt,

K EY R ATING D RIVERS acquired to finance license acquisition and capex in CY14, have reduced the coverages.

With additional debt of PKR 15bln in CY15, PMCL’s coverages would come down

The ratings are dependent on the business margins and ii) generate further. Nevertheless, with upcoming debt repayments, the company is likely to fix its company’s ability to: i) sustain its financial risk profile over the medium term.

ƒ

Capital Structure: PMCL has relatively leveraged capital structure and would increase sufficient cashflows to keep the further in the current year. However, comfort is drawn from the management’s plan to coverages at comfortable level. deleverage its balance sheet after CY15.

Meanwhile, support of the

ƒ

Profile: PMCL, country’s largest cellular service provider, is operating under the brand sponsor – operationally and company. name of “Mobilink”. PMCL commenced its operations in August 1994. PMCL is a wholly financially – would remain negative implications for the owned subsidiary of Global Telecom Holding (GTH), which in turn is majority owned by important. Any adverse changes business profile, may have world’s seventh largest telecom group – VimpelCom Limited. VimpelCom is rated Ba3 by in the competitive landscape, impacting the company’s

Moody’s.

ƒ

Governance and Management: PMCL’s eight member board is dominated by professionals from GTH. Mr. Jeffrey Hedberg, the newly appointed CEO of Mobilink, has more than twenty years of experience, majorly in telecom sector. Though no board committee exists, the sponsor through matrix reporting structure keeps control and provides strategic guidance to the company.

P AKISTAN M OBILE C OMMUNICATIONS L IMITED

April 2015 www.pacra.com

The Pakistan Credit Rating Agency Limited

Pakistan Mobile Communications Limited

BALANCE SHEET

Non-Current Assets

Investments (Others)

Current Assets

Inventory (Finished Goods)

Trade Receivables

Other Current Assets

Cash & Bank Balances

Total Assets

Debt

Short-term

Long-term (Inlc. Current Maturity of long-term debt)

Trade Payables

Due to Associates

Provision for Taxation

Other Liabilities

Shareholder's Equity

Total Liabilities & Equity

INCOME STATEMENT

Turnover

Gross Profit

Operating Profit

Other Income

Financial Charges

Taxation

Net Income

Cashflow Statement

Free Cashflow from Operations (FCFO)

Net Cash changes in Working Capital

Net Cash from Operating Activities

Net Cash from InvestingActivities

Net Cash from Financing Activities

Net Cash generated during the period

Closing Balance of Cash & Equivalents

Ratio Analysis

Performance

Turnover Growth

Gross Margin

EBITDA Margin

Net Margin

ROE

Coverages

Debt Service Coverage

1. (FCFO/Gross Interest+CMLTD) (X)

2. (FCFO/Gross Interest+CMLTD+Uncovered STB) (X)

Interest Coverage

1. (FCFO/Gross Interest) (X)

2. (EBITDA/Gross Interest) (X)

31-Dec-14

Annual

Telecommunication

Financials (Summary)

PKR mln

31-Dec-13

Annual

31-Dec-12

Annual

137,047

5,301

11,553

222

1,980

3,821

5,530

153,901

98,781

6,292

17,074

250

1,960

3,943

10,921

122,147

116,154

7,847

19,731

676

2,290

10,217

6,549

143,732

40,875

-

40,875

20,672

136

4,943

52,331

34,944

153,901

20,519

23

20,496

13,839

18,940

60

48,396

20,393

122,147

49,640

500

49,140

16,143

12,762

-

38,870

26,317

143,732

92,379

28,029

7,193

3,138

(4,473)

( ,

20,681

5,530

)

(1,438)

32,760

10,758

40,269

(67,840)

(6,891)

-7.1%

30.3%

40.1%

-1.6%

-4.6%

2.5

0.5

7.3

8.3

(8,109)

99,394

25,158

(3,711)

2,809

,

(5,947)

33,984

19,511

49,053

(12,534)

(30,647)

5,872

12,421

-2.4%

25.3%

35.4%

-6.0%

-26.8%

2.1

0.8

4.2

4.3

101,871

38,504

11,205

1,469

(9,363)

( ,

641

36,445

)

(1,546)

28,845

(19,302)

(5,347)

4,196

6,549

13.7%

37.8%

36.6%

0.6%

2.4%

0.9

0.6

3.9

4.0

Liquidity and Cashflows

Current ratio (X)

Net Cash Cycle (Inventory Days + Receivable Days - Payable Days)

Capital Structure (Total Debt/Total Debt+Equity)

Pakistan Mobile Communications Limited

Apr-15

0.2

-88.8

53.9%

0.3

-63.6

50.2%

0.3

-68.7

65.4% www.pacra.com

The Pakistan Credit Rating Agency Limited

STANDARD RATING SCALES & DEFINITIONS

Credit rating reflects forward-looking opinion on credit worthiness of underlying entity or instrument; more specifically it covers relative ability to honor financial obligations. The primary factor being captured on the rating scale is relative likelihood of default.

L ONG T ERM R ATINGS

AAA Highest credit quality. Lowest expectation of credit risk.

Indicate exceptionally strong capacity for timely payment of financial commitments.

AA+ Very high credit quality.

Very low expectation of credit risk.

AA

Indicate very strong capacity for timely payment of financial commitments.

This capacity is not significantly vulnerable to foreseeable events.

AA-

S HORT T ERM R ATINGS

A1+: The highest capacity for timely repayment.

A1: .

A strong capacity for timely repayment.

A+

A

A-

High credit quality.

Low expectation of credit risk.

The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be vulnerable to changes in circumstances or in economic conditions.

BBB+

BBB

BBB-

Good credit quality.

Currently a low expectation of credit risk.

The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances or economic conditions are more likely to impair this capacity.

BB+

BB

BB-

B+

B

B-

Moderate risk.

Possibility of credit risk developing.

There is a possibility of credit risk developing, particularly as a result of adverse economic or business changes over time; however, business or financial alternatives may be available to allow financial commitments to be met.

High credit risk .

A limited margin of safety remains against credit risk. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business, and economic environment.

A2: A satisfactory capacity for timely repayment. This may be susceptible to adverse changes in business, economic, or financial conditions.

A3: An adequate capacity for timely repayment. Such capacity is susceptible to adverse changes in business, economic, or financial conditions.

B: The capacity for timely repayment is more susceptible to adverse changes in business, economic, or financial conditions.

CCC

CC

C

Very high credit risk .

“CCC” Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. “CC” Rating indicates that default of some kind appears probable. “C” Ratings signal imminent default.

C: An inadequate capacity to ensure timely repayment.

D

Obligations are currently in default.

Rating Watch

Alerts to the possibility of a rating change subsequent to, or in anticipation of, a) some material identifiable event and/or b) deviation from expected trend. But it does not mean that a rating change is inevitable. Rating Watch may carry designation – Positive (rating may be raised, negative (lowered), or developing

(direction is unclear). A watch should be resolved within foreseeable future, but may continue if underlying circumstances are not settled.

Outlook (Stable, Positive, Negative,

Developing)

Indicates the potential and direction of a rating over the intermediate term in response to trends in economic and/or fundamental business/financial conditions. It is not necessarily a precursor to a rating change.

‘Stable’ outlook means a rating is not likely to change. ‘Positive’ means it may be raised.

‘Negative’ means it may be lowered. Where the trends have conflicting elements, the outlook may be described as ‘Developing’.

Suspension Withdrawn

It is not possible to update A rating is withdrawn an opinion due to lack of requisite information. on a) termination of rating mandate, b)

Opinion should be resumed in foreseeable future. However, if this does not happen within six (6) months, a suspended rating should be considered withdrawn. cessation of underlying entity, c) the debt instrument is redeemed, d) the rating remains suspended for six months, or e) the entity/issuer defaults.

Disclaimer: PACRA's rating is an assessment of the credit standing of an entity/issue in Pakistan. They do not take into account the potential transfer / convertibility risk that may exist for foreign currency creditors. PACRA's opinion is not a recommendation to purchase, sell or hold a security, in as much as it does not comment on the security’s market price or suitability for a particular investor.

Name of Issuer

Name of Issue

Sector

Type of Relationship

Purpose of the Rating

Ammortization Schedule

Rating History

Instrument Details

Rating Methodology

Rating Analysts

Rating Team Statement

Disclaimer

Probability of Default (PD)

Regulatory and Supplementary Disclosure

Pakistan Mobile Communications Limited (PMCL)

PMCL | Listed Secured TFC III

Communication

Solicited

Independent Risk Assessment

See Annexure A

Dissemination

Date

19-May-14

15-Apr-13

20-Apr-12

28-Mar-12

Long Term

AA-

AA-

AA-

AA-

Outlook

Stable

Stable

Stable

Stable

Action

Maintain

Maintain

Initial

Preliminary

Nature of Instrument

Listed Secured TFC

Size of Issue

(PKR mln)

Tenor (yrs)

2,000 4

Trustee

JS Bank

Limited

Nature of Security

1. 1st pari passu floating charge on all present and future assets.

Security Details

Quantum (PKR mln)

25% over and

2. 1st pari passu floating charge on future

and present collections of the Company above total value

25% over and above total value

Nature of Assets

Moveable Fixed Assets

Receivables of the

Company from Debtors

Book Value of

Assets (PKR mln)

100,000

100,000

Corporate Rating Methodology

Abdul Sami abdul.sami@pacra.com

(92-42-35869504)

Aisha Khalid aisha@pacra.com

(92-42-35869504)

Rating Procedure

Rating is an opinion on relative credit worthiness of an entity or debt instrument. It does not constitute recommendation to buy, hold or sell any security. The rating team for this assignment does not have any beneficial interest, direct or indirect in the rated entity/instrument.

Rating Shopping

PACRA maintains principle of integrity in seeking rating business.

PACRA has used due care in preparation of this document. Our information has been obtained directly from the underlying entity and public sources we consider to be reliable but its accuracy or completeness is not guaranteed. PACRA shall owe no liability whatsoever to any loss or damage caused by or resulting from any error in such information.

Conflict of Interest

PACRA, the analysts involved in the rating process, and members of its rating committee do not have any conflict of interest relating to the credit rating done by them

The analysts involved in the rating process do not have any interest in a credit rating or any of its family members has any such interest

The analysts and members of the rating committees including the external member members have disclosed all the conflict of interest, including those of their family members, if any, to the Compliance Officer PACRA

The analysts or any of its family members do not buy or sell or engage in any transaction in any security which falls in the analyst's area of primary analytical responsibility. This is, however, not applicable on investment in securities through collective investment schemes. PACRA has established appropriate policies governing investments and trading in securities by its employees

PACRA may provide consultancy/advisoryservices or other services to any of its clients or to any of its clients' associated companies and associated undertakings that is being rated or has been rated by it. In such cases, PACRA has adequate mechanism in place ensuring that provision of such services does not lead to a conflict of interest situation with its rating activities

PACRA receives compensation from the entity being rated or any third party for the rating services it offers. The receipt of this compensation has no influence on PACRA's opinions or other analytical processes. In all instances, PACRA is committed to preserving the objectivity, integrity and independence of its ratings. Our relationship is governed by two distinct mandates i) rating mandate - signed with the entity being rated or issuer of the debt instrument, and ii) fee mandate - signed with the payer, which can be different from the entity

PACRA ensures that the credit rating assigned to an entity or instrument should not be affected by the existence of a business relationship between PACRA and the entity or any other party, or the non-existence of such a relationship

Surveillance

PACRA monitors all the outstanding ratings continuously and any potential change therein due to any event associated with the rated entity/ issuer, the security arrangement, the industry etc, is disseminated to the market, in a timely and effective manner, after appropriate consultation with the entity/issuer

PACRA reviews all the outstanding ratings on annual basis or as and when required by any stakeholder (including creditor) or upon the occurrence of such an event which requires to do so

PACRA initiates immediate review of the outstanding rating(s) upon becoming aware of any information that may be reasonable be expected to result in any change (including downgrade) in the rating

Reporting of Misconduct

PACRA has framed and implemented whistle-blower policy encouraging all employees to intimate the compliance officer any unethical practice or misconduct relating to the credit rating by another employees of the company that came to his/her knowledge. The Compliance Officer reports to the BoD and SECP

Confidentiality

PACRA has framed a confidentialitypolicy to prevent abuse of the non-public information by its employees and other persons involved in the rating process, sharing and dissemination of the non-public information by such persons to outside parties

Where feasible and appropriate, prior to issuing or revising a rating, PACRA informs the issuer of the critical information and principal considerations upon which a rating will be based and provide the opportunity to clarify any likely factual misperception or other matter that PACRA would wish to be made aware of in order to produce a fair rating. PACRA duly evaluates the response. Where in a particular circumstance PACRA has not informed the entity/issuer prior to issuing or revising a rating, it informs the entity/issuer as soon as practical thereafte

Prohibition

None of the information in this document may be copied or otherwise reproduced, stored or disseminated in whole or in part in any form or by any means whatsoever by any person without PACRA’s written consent. PACRA reports and ratings constitute opinions, not recommendations to buy or to sell

PACRA's Rating Scale reflects the expectation of credit risk. The highest rating has the lowest relative likelihood of default (i.e, probability). PACRA's transition studies capture the historical performance behavior of a specific rating notch. Transition behavior of the assigned rating can be obtained from PACRA's Transition Study available at our website. (www.pacra.com). However, actual transition of rating may not follow the pattern observed in the past www.pacra.com

Regulatory and Supplementary Disclosure

Repayment Schedule TFC III

TFC III Amount (PKR mln) 2,000

Period (years) 4

Repayment Quarterly

Pricing 3 K + 2.65%

Pricing effective from July-14 3 K + 2.00%

Pakistan Mobile Communications Limited | TFC III | Redemption Schedule

Annexure A

18-Apr-12

18-Jul-12

18-Oct-12

18-Jan-13

18-Apr-13

18-Jul-13

18-Oct-13

18-Jan-14

18-Apr-14

18-Jul-14

18-Oct-14

18-Jan-15

18-Apr-15

18-Jul-15

18-Oct-15

18-Jan-16

18-Apr-16

Due Date

Principle*

Opening

Principal

Principal

Repayment

PKR in mln

2,000

150

150

150

Due Date

Markup/

Profit

Markup/Profit Rate

50 18-Jul-12 3 Month Kibor +2.65%

50 18-Oct-12 3 Month Kibor +2.65%

50 18-Jan-13 3 Month Kibor +2.65%

50 18-Apr-13 3 Month Kibor +2.65%

100 18-Jul-13 3 Month Kibor +2.65%

100 18-Oct-13 3 Month Kibor +2.65%

100 18-Jan-14 3 Month Kibor +2.65%

100 18-Apr-14 3 Month Kibor +2.65%

150

200

200

200

200

                2,000

18-Jul-14

18-Jul-15

18-Oct-15

18-Jan-16

18-Apr-16

3 Month Kibor +2.00%

18-Oct-14 3 Month Kibor +2.00%

18-Jan-15 3 Month Kibor +2.00%

18-Apr-15 3 Month Kibor +2.00%

3 Month Kibor +2.00%

3 Month Kibor +2.00%

3 Month Kibor +2.00%

3 Month Kibor +2.00%

Markup/Profit

Payment

(Expected Kibor constant at

9.7%)

Installment

Payable

PKR in mln

                              73

                              72

                              59

                              55

                              54

                              51

                              48

                              44

                              41

                              37

                              32

                              28

                              23

                              18

                              12

                                 6

                       651

123

122

109

105

154

151

148

144

191

187

182

178

223

218

212

206

                 2,651

Principal

Outstanding

1,400

1,250

1,100

950

800

600

400

200

0

2,000

1,950

1,900

1,850

1,800

1,700

1,600

1,500

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