MTN Nigeria may sell 30% equity to retail investors

Nigeria’s largest telecommunication company, MTN Nigeria, may sell some 30 per cent of its ordinary shares to Nigerian retail investors under its much-awaited initial public offering (IPO).

Sources in the know of the arrangements for the IPO indicated that MTN Nigeria could sell as much as 30 per cent of its share capital to the investing public to ensure substantial number of the company’s shares is freely available in the hands of minority retail investors.

MTN Nigeria plans to raise between $400 million and $500 million through an IPO scheduled for the second half of this year. The company had in 2016 appointed the advisory team and set out a roadmap towards listing on the Nigerian Stock Exchange (NSE) in 2017.

Its board had announced the appointment of Stanbic IBTC Capital Limited and its affiliates, Standard Bank of South Africa Limited and Standard Advisory London Limited and Citigroup Global Markets Limited, as the joint transaction advisors and joint global co-ordinators for the proposed listing of MTN Nigeria on the NSE. The telco, however, missed the 2017 target.

Sources said MTN Nigeria plans to have a free float of some 30 per cent, significantly above the minimum listing requirement at the NSE. Free float, otherwise known as public float, which refers to the number of shares of a quoted company held by ordinary shareholders other than those directly or indirectly held by its parent, subsidiary or associate companies or any subsidiaries or associates of its parent company; its directors, who are holding office as directors of the entity and their close family members and any single individual or institutional shareholder holding a statutorily significant stake. This is 5.0 per cent and above in Nigeria.

Thus, free float’s shares exclude shares held directly or indirectly by any officer, director, controlling shareholder or other concentrated, affiliated or family holdings.

MTN Group holds 75.8 per cent majority equity in MTN Nigeria. Public Investment Corporation Ltd holds 1.7 per cent. MTN NIC BV controls 2.8 per cent equity while Nigerian high networth investors hold about 19 per cent equity through many special purpose vehicles.

Sources said MTN Nigeria will use the IPO to dilute the current shareholdings and free up shares for retail minority shareholders. MTN Nigeria is expected to be listed on the premium board of the NSE.

Extant rules require companies on the premium board to have free float of 20 per cent or above N40 billion on the date the Exchange receives the company’s application to list. Companies on the main board is required to have 20 per cent of market capitalisation while companies on the third tier board, otherwise known as Alternative Securities Market (ASEM) are required to have 15 per cent free float.

A draft of a review of the free float rules undergoing rule-making process requires companies seeking to list on the premium board to have a free float of 20 per cent of the company’s issued share capital made available to the public and held by not less than 300 shareholders; or alternatively valued at N40 billion or more, or any value prescribed by the Exchange from time to time, on the date the Exchange receives the company’s application to list and shall maintain same as long as it remains listed on the Exchange.

Stock markets maintain minimum public float to prevent undue concentration of securities in the hands of the core investors and related interests, a situation that can make the stock to be susceptible to price manipulation. Besides, it provides the general investing public with opportunity to reasonably partake in the wealth creation by private enterprises.

Market sources said they expected MTN Nigeria to proceed as scheduled later this year despite the recent downtrend at the stock market, noting that MTN Nigeria is a good offer that will always attract investors. Many investors were reported to have placed funds on standby in their investment accounts with stockbroking firms.

With more than 55 million subscribers, MTN Nigeria is the largest subsidiary in the MTN Group. Since inception in 2001, MTN Nigeria has led the growth in the voice market to become the biggest mobile operator in Nigeria and West Africa.

Many analysts believe that the MTN Nigeria’s IPO will be the pioneer to launch the electronic IPO in the Nigerian capital market. Already, stakeholders in the Nigerian capital market have commenced preparatory process towards the full automation of IPO and other public primary offers in the Nigerian market.

The full automation of primary issuance will involve automation of the process, approval, documentation, subscription and allotment of all issues, especially IPOs and public offers. With this, investors will be able to subscribe and make payment for IPOs and public offers online with such orders being matched and allotted electronically and directly to the investment accounts of the investors at the Central Securities and Clearing System (CSCS).

The full automation will enable the primary market to operate within a designated transaction cycle, possibly within the T+3 four-day trading cycle currently being operated at the secondary market.

Investors will also be able to monitor and change their orders within a designated period while subscribers with personal access to the internet and online stockbroking trading portals can make direct subscriptions from anywhere.

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