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IHS Holding Ltd

IHS Holding LtdIHSEarnings & Financial Report

NYSE · telecommunications

IHS Towers is one of the largest independent owners, operators and developers of shared communications infrastructure in the world, with operations across Africa and Latin America. It is the fifth-largest independent multinational tower company in the world.

What changed in IHS Holding Ltd's 20-F — 2023 vs 2024

Top changes in IHS Holding Ltd's 2024 20-F

1093 paragraphs added · 1145 removed · 547 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 10 ITEM 3. KEY INFORMATION 10 A. Reserved 10 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4. INFORMATION ON THE COMPANY. 59 A. History and Development of the Company 59 B. Business Overview 59 C. Organizational Structure 86 D.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 10 ITEM 3. KEY INFORMATION 10 A. Reserved 10 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4. INFORMATION ON THE COMPANY. 59 A. History and Development of the Company 59 B. Business Overview 60 C. Organizational Structure 85 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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During the period between the date of the devaluation and the date of the reset, all of our revenue (i.e., both revenue that is contractually 14 Table of Contents linked to the U.S. dollar and that is contractually linked to local currency) would reflect the new, devalued foreign exchange rate.
During the period between 14 Table of Contents the date of the devaluation and the date of the reset, all of our revenue (i.e., both revenue that is contractually linked to the U.S. dollar and that is contractually linked to local currency) would reflect the new, devalued foreign exchange rate.
See “— Any increase in operating expenses, particularly increased costs for diesel or an inability to pass through or mitigate against increased diesel costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations.” Should the relevant local currencies depreciate against the U.S. dollar, the cost of buying diesel in 15 Table of Contents the relevant local currency may increase, but the impact on our results is less notable when translated back into U.S. dollars at a higher foreign exchange rate.
See “— Any increase in 15 Table of Contents operating expenses, particularly increased costs for diesel or an inability to pass-through or mitigate against increased diesel costs, could erode our operating margins and could have a material adverse effect on our business, prospects, financial condition and/or results of operations .” Should the relevant local currencies depreciate against the U.S. dollar, the cost of buying diesel in the relevant local currency may increase, but the impact on our results is less notable when translated back into U.S. dollars at a higher foreign exchange rate.
As we look to expand our offering to further include and expand on services like fiber connectivity, rural offerings and other verticals, we may be subject to increased regulatory, license and permit obligations (including in respect of active telecommunications elements that may comprise part of the arrangements with customers, such as for rural offerings which may be based on an “open RAN” architecture).
As we look to expand our offering to further include and expand on services like fiber connectivity, rural offerings and other verticals, we may be subject to increased regulatory, license and permit obligations (including in respect of active telecommunications elements that may comprise part of the arrangements with customers, such as for rural offerings which may be based on an “open RAN” architecture).
We may or may not be able to meet any and all such obligations.
We may or may not be able to meet any and all such obligations.
Given that we are the leading provider of passive communications infrastructure services in Nigeria, the FCCPC and the NCC may determine that we are in a dominant position in the market and, in an effort to ensure that there is no abuse of market position or if it is deemed that we have abused a dominant position, may commence a regulatory inquiry or action, levy fines, or otherwise require pricing or other modifications of our contract terms or impose restrictions on our ability to build New Sites or operate existing sites.
Given that we are the leading provider of passive communications infrastructure services in Nigeria, the FCCPC and/or the NCC may determine that we are in a dominant position in the market and, in an effort to ensure that there is no abuse of market position or if it is deemed that we have abused a dominant position, may commence a regulatory inquiry or action, levy fines, or otherwise require pricing or other modifications of our contract terms or impose restrictions on our ability to build New Sites or operate existing sites.
We can make no assurances that we will be able to generate a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or that future borrowings will be available to us in an amount sufficient to enable us to service our other indebtedness or to fund our other liquidity needs.
We can make no assurances that we will be able to generate a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, or that future borrowings will be available to us in an amount sufficient to enable us to service and our other indebtedness or to fund our other liquidity needs.
As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including, but not limited to, risks of: ● general political and/or economic conditions, including any deterioration thereof, impacting our existing or anticipated markets of operation, such as the effects of outbreaks or events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (whether local, regional or international), or as a result of changes in the price of commodities, examples of which include the historical declines in copper prices that adversely affected Zambia’s economy or the volatility of oil price markets that have adversely affected economies such as Nigeria’s; ● inflation and measures taken to control inflation; ● civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness; ● acts of piracy or vandalism; ● significant governmental influence over (or intervention in) many aspects of local economies, including, but not limited to, import-export quotas, subsidies on certain input products, license requirements or restrictions, or wage and price controls, or the imposition of trade barriers; ● telecommunications regulatory systems and/or competition regimes regulating our or our customers’ services, or our ability to invest further in particular markets as a result of antitrust regimes that may, for example, impact us due to our ultimate shareholders also investing in other, ancillary businesses in the same market or determining our market share is too large, requiring sales of assets or other restrictions that impact our business; ● laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; ● laws or regulations that restrict foreign investment or indigenous ownership laws, or expropriation or governmental regulation restricting foreign ownership or requiring divestiture; 12 Table of Contents ● uncertain tax regimes and inconsistent income taxation, or changes to existing or new tax laws, rates or fees, either generally or directed specifically at the ownership and operation of towers, communications infrastructure or our international acquisitions or other transactions and operations, which may also be applied or enforced retroactively; ● changes to zoning regulations or construction laws, which could also be applied retroactively to our existing sites or infrastructure; ● actions restricting or revoking spectrum or other licenses or suspending business under prior licenses; ● security and safety of employees, and material site security issues; ● inability to secure rights or access to the land necessary to execute customer orders for New Sites and for new fiber roll-out; ● significant license or permit surcharges; ● difficulties in staffing and managing operations, labor unrest or unionization action (including in relation to the business of any third-party supplier or customer), or changes in labor conditions (including, but not limited to, increases in the cost of labor, as a result of unionization or otherwise); ● seizure, nationalization or expropriation of property, equipment or other assets; ● repudiation, nullification, modification or renegotiation of contracts; ● limitations on insurance coverage, such as political risk or war risk coverage, in certain areas; ● political or social unrest, whether internal, local, tribal, regional or otherwise; ● local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations, changes in foreign currency exchange rates, restrictive foreign exchange regulations (including, for example, restrictions on the transfer of funds into or out of countries in which we operate) and/or illiquidity in the foreign exchange markets (such as the historic and recent fluctuations in the Naira, and the ongoing significant shortage of U.S. dollar liquidity in Nigeria); ● price setting or other similar laws for the sharing of passive communications infrastructure, or requirements to construct New Sites in remote or rural areas that are less commercially viable for us; ● logistical and communications challenges, complications associated with repairing and replacing equipment in remote locations, or supply chain issues arising out of global or geopolitical issues, such as operational and transport restrictions or challenges; ● equipment failure, grid unavailability, planned and unplanned outages, fires, natural catastrophes or climate-related events, accidents and infrastructure that lead to network failure; ● U.S. and foreign sanctions, trade embargoes or export control restrictions; ● failure to comply with U.S.
As a result, we may, directly or indirectly, be exposed to economic, political and other uncertainties, including, but not limited to risks of: ● general political and/or economic conditions, including any deterioration thereof, impacting our existing or anticipated markets of operation, such as the effects of outbreaks or events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (whether local, regional or international) or as a result of changes in the price of commodities, examples of which include the historical declines in copper prices that adversely affected Zambia’s economy or the volatility of oil price markets that have adversely affected economies such as Nigeria’s; ● inflation and measures taken to control inflation; ● civil strikes, acts of war, terrorism, insurrection and incidents of general lawlessness; ● acts of piracy or vandalism; ● significant governmental influence over (or intervention in) many aspects of local economies, including, but not limited to, import-export quotas, subsidies on certain input products, license requirements or restrictions, or wage and price controls, or the imposition of trade barriers; ● telecommunications regulatory systems and/or competition regimes regulating our or our customers’ services, or our ability to invest further in particular markets as a result of antitrust regimes that may, for example, impact us due to our ultimate shareholders also investing in other, ancillary businesses in the same market or determining our market share is too large, requiring sales of assets or other restrictions that impact our business; ● laws or regulations that tax or otherwise restrict repatriation of earnings or other funds or otherwise limit distributions of capital; ● laws or regulations that restrict foreign investment or indigenous ownership laws, or expropriation or governmental regulation restricting foreign ownership or requiring divestiture; ● uncertain tax regimes and inconsistent income taxation, or changes to existing or new tax laws, rates or fees, either generally or directed specifically at the ownership and operation of towers, communications infrastructure or our international acquisitions or other transactions and operations, which may also be applied or enforced retroactively; ● changes to zoning regulations or construction laws, which could also be applied retroactively to our existing sites or infrastructure; 12 Table of Contents ● actions restricting or revoking spectrum or other licenses or suspending business under prior licenses; ● security and safety of employees, and material site security issues; ● inability to secure rights or access to the land necessary to execute customer orders for New Sites and for new fiber roll-out; ● significant license or permit surcharges; ● difficulties in staffing and managing operations, labor unrest or unionization action (including in relation to the business of any third-party supplier or customer), or changes in labor conditions (including, but not limited to, increases in the cost of labor, as a result of unionization or otherwise); ● seizure, nationalization or expropriation of property, equipment or other assets; ● repudiation, nullification, modification or renegotiation of contracts; ● limitations on insurance coverage, such as political risk or war risk coverage, in certain areas; ● political or social unrest, whether internal, local, tribal, regional or otherwise; ● local, foreign and/or U.S. monetary policy and foreign currency fluctuations and devaluations, changes in foreign currency exchange rates, restrictive foreign exchange regulations (including, for example, restrictions on the transfer of funds into or out of countries in which we operate) and/or illiquidity in the foreign exchange markets (such as the historic and recent fluctuations in the Naira, and the significant shortage of U.S. dollar liquidity in Nigeria for periods); ● price setting or other similar laws for the sharing of passive communications infrastructure, or requirements to construct New Sites in remote or rural areas that are less commercially viable for us; ● logistical and communications challenges, complications associated with repairing and replacing equipment in remote locations, or supply chain issues arising out of global or geopolitical issues, such as operational and transport restrictions or challenges; ● equipment failure, grid unavailability, planned and unplanned outages, fires, natural catastrophes or climate-related events, accidents and infrastructure that lead to network failure; ● U.S. and foreign sanctions, trade embargoes or export control restrictions; ● failure to comply with U.S.
See also “Risks Relating to the Markets in which We Operate — Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate could have a material adverse effect on our ability to service our foreign currency liabilities.” In addition, our major customers may also face foreign exchange risks where their revenue is denominated in local currency, but their costs, including the fees they pay to us, are denominated in, or linked to, a foreign currency such as the U.S. dollar.
See also “ Risks Relating to the Markets in which We Operate — Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate could have a material adverse effect on our ability to service our foreign currency liabilities .” In addition, our major customers may also face foreign exchange risks where their revenue is denominated in local currency, but their costs, including the fees they pay to us, are denominated in, or linked to, a foreign currency such as the U.S. dollar.
Any such investigations, actions, litigation, disputes or proceedings, as well as lawsuits initiated by us for the collection of payables, may be costly, may in certain circumstances require us to dismantle tower sites, may be harmful to our reputation and may divert significant management attention and other resources away from the business, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
Any such allegations, investigations, actions, litigation, disputes or proceedings, as well as lawsuits initiated by us for the collection of payables, may be costly, may in certain circumstances require us to dismantle tower sites, may be harmful to our reputation and may divert significant management attention and other resources away from the business, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
In addition, it was announced in 2019 that the CFA Franc used in the West African Economic and Monetary Union (UEMOA), which includes Côte d’Ivoire, and which has a fixed exchange rate to the euro, would be replaced by a new currency called the Eco, and in June 2021, the heads of state of fifteen West African countries, including Côte d’Ivoire, comprising the Economic Community of West African States adopted a roadmap for the launch of the Eco in 2027.
In addition, it was announced in 2019 that the CFA Franc used in the West African Economic and Monetary Union (“ UEMOA ”), which includes Côte d’Ivoire, and which has a fixed exchange rate to the euro, would be replaced by a new currency called the Eco, and in June 2021, the heads of state of fifteen West African countries, including Côte d’Ivoire, comprising the Economic Community of West African States adopted a roadmap for the launch of the Eco in 2027.
“— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure.” ​ Management has identified a material weakness in our internal control over financial reporting, which could affect our ability to produce accurate financial statements on a timely basis or cause us to fail to meet our future reporting obligations.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure .” Management has identified a material weakness in our internal control over financial reporting, which could affect our ability to produce accurate financial statements on a timely basis or cause us to fail to meet our future reporting obligations.
B-BBEE objectives are pursued, in significant part, by requiring parties who contract with corporate, governmental and state-owned enterprises in South Africa to achieve B-BBEE compliance through satisfaction of an applicable scorecard. Scorecards are independently reviewed by accredited verification agencies which issue a certificate that presents an entity’s B-BEE contributor level. This B-BBEE verification process is conducted on an annual basis.
B-BBEE objectives are pursued, in significant part, by requiring parties who contract with corporate, governmental and state-owned enterprises in South Africa to achieve B-BBEE compliance through satisfaction of an applicable scorecard. Scorecards are independently reviewed by accredited verification agencies which issue a certificate that presents an entity’s B-BBEE contributor level. This B-BBEE verification process is conducted on an annual basis.
In addition, some of our contracts, particularly in Latin America, South Africa and Kuwait, are based on local currency pricing with no direct foreign exchange link or conversion mechanism, and therefore any depreciation in local currency rates against the U.S. dollar would similarly impact our financial results when they are translated into U.S. dollars for reporting purposes, notwithstanding any underlying performance.
In addition, some of our contracts, particularly in Latin America and South Africa, are based on local currency pricing with no direct foreign exchange link or conversion mechanism, and therefore any depreciation in local currency rates against the U.S. dollar would similarly impact our financial results when they are translated into U.S. dollars for reporting purposes, notwithstanding any underlying performance.
We cannot guarantee that our security and power back-up measures will not be circumvented or fail, resulting in customer network failures or interruptions that could impact our customers’ network availability, potentially resulting in penalties for failure to meet targeted quality levels, as well as otherwise having a material adverse effect on our business, reputation, financial condition and/or operational results.
We also cannot guarantee that our security and power back-up measures will not be circumvented or fail, resulting in customer network failures or interruptions that could impact our customers’ network availability, potentially resulting in penalties for failure to meet targeted quality levels, as well as otherwise having a material adverse effect on our business, reputation, financial condition and/or operational results.
As a result, the risks normally associated with debt financing may materially adversely affect our cash flows and liquidity as well as our business, prospects, financial position and/or operating results including because: ● our level of indebtedness may, together with the financial and other restrictive covenants in the agreements governing our indebtedness, significantly limit or impair our ability in the future to obtain financing, refinance any of our indebtedness, sell assets or raise capital on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity; ● a downgrade in our credit rating (including because of a downgrade in the sovereign credit ratings for the countries in which we have material operations) could restrict or impede our ability to access the capital markets at attractive rates and increase our borrowing costs; ● our level of indebtedness may increase the difficulty for us to repay our debt, including our ability to pay interest when due and/or the principal amounts due under such indebtedness; ● our level of indebtedness may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise; ● a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise; ● our level of indebtedness may place us at a competitive disadvantage relative to competitors that have lower leverage or greater financial resources than we have and restrict us from pursuing our strategy (including acquisitions) or exploiting certain business opportunities; and ● our level of indebtedness could make us more vulnerable to downturns in general economic or industry conditions or in our business.
As a result, the risks normally associated with debt financing may materially adversely affect our cash flows and liquidity as well as our business, prospects, financial position and/or operating results including because: ● our level of indebtedness may, together with the financial and other restrictive covenants in the agreements governing our indebtedness, significantly limit or impair our ability in the future to obtain financing, refinance any of our indebtedness, sell assets or raise capital on commercially reasonable terms or at all, which could cause us to default on our obligations and materially impair our liquidity; ● a downgrade in our credit rating (including because of a downgrade in the sovereign credit ratings for the countries in which we have material operations) could restrict or impede our ability to access the capital markets at attractive rates and increase our borrowing costs; ● our level of indebtedness may increase the difficulty for us to repay our debt, including our ability to pay interest when due and/or the principal amounts due under such indebtedness; ● our level of indebtedness may reduce our flexibility to respond to changing business and economic conditions or to take advantage of business opportunities that may arise; ● a portion of our cash flow from operations must be dedicated to interest payments on our indebtedness and is not available for other purposes, which amount would increase if prevailing interest rates rise; ● our level of indebtedness may place us at a competitive disadvantage relative to competitors that have lower leverage or greater financial resources than we have and restrict us from pursuing our strategy (including acquisitions) or exploiting certain business opportunities; and 51 Table of Contents ● our level of indebtedness could make us more vulnerable to downturns in general economic or industry conditions or in our business.
In addition, many types of cyberattacks are designed to be difficult to detect in order to harvest as much data or cause as much systemic damage as possible before detection. As a result, in the event of a cyberattack our systems could be compromised without our knowledge for a period of time before the attack is detected and addressed.
In addition, many types of cyberattacks are designed to be difficult to detect in order to harvest as much data or cause as much systemic damage as possible before detection. As a result, in the event of a cyberattack, our IT Systems could be compromised without our knowledge for a period of time before the attack is detected and addressed.
Fluctuations in exchange rates, including volatility related to events affecting the global economy or to geopolitical events or conflicts, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies, as required, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
Fluctuations in exchange rates, including volatility related to events affecting the economy (global, regional or local) or to geopolitical events or conflicts, depreciation of local currencies and/or a lack of sufficient availability of hard/international currencies, as required, could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
While our contracts with certain of our Key Customers in Nigeria were amended to resolve that anomaly, and notwithstanding the action taken by the CBN in June 2023 to unify the Nigerian foreign exchange market, there can be no assurance that such a divergence between the applicable market rate or translation rate for our financial results, and the exchange rate reflected in our contracts with customers, will not occur again in Nigeria, or that the prevailing market rate on Bloomberg will not diverge from other exchange rates in the market (including NAFEM), or that a similar situation would not occur in other countries in which we operate, any of which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations, notwithstanding any underlying performance.
While our contracts with certain of our Key Customers in Nigeria were amended to resolve that anomaly, and notwithstanding the action taken by the CBN in June 2023 to unify the Nigerian foreign exchange market, there can be no assurance that such a divergence between the applicable market rate or translation rate for our financial results, and the exchange rate reflected in our contracts with customers, will not occur again in Nigeria, or that the prevailing market rate on Bloomberg will not diverge from other exchange rates in the market (including NFEM), or that a similar situation would not occur in other countries in which we operate, any of which could, in turn, have a material adverse effect on our business, prospects, financial condition and/or results of operations, notwithstanding any underlying performance.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility” and “— Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate may adversely affect our ability to service our foreign currency liabilities.” Commodity production in the relevant economies may also fluctuate significantly as a result of a decline in global prices, which may affect the economic viability of certain producing assets, and the activities of vandals (such as in the Niger Delta region of Nigeria, in relation to the oil industry) may lead to significant disruptions in the production of commodities on which such economies or businesses there rely upon.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— Shortage of U.S. dollar, euro or other hard currency liquidity in the markets in which we operate may adversely affect our ability to service our foreign currency liabilities .” Commodity production in the relevant economies may also fluctuate significantly as a result of a decline in global prices, which may affect the economic viability of certain producing assets, and the activities of vandals (such as in the Niger Delta region of Nigeria, in relation to the oil industry) may lead to significant disruptions in the production of commodities on which such economies or businesses there rely upon.
For example, as described below under “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations,” in April 2017 the CBN introduced a new foreign exchange window for investors and exporters (the I&E window, now referred to as NAFEM), and while certain of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that are intended to protect against foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate.
For example, as described below under “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations ,” in April 2017, the CBN introduced a new foreign exchange window for investors and exporters (the I&E window, now referred to as NFEM), and while certain of our contracts in Nigeria contain contractually linked foreign exchange protection mechanisms that are intended to protect against foreign exchange fluctuations, such contracts historically only protected against changes in the official CBN exchange rate.
There can be no assurance that: ● we will be able to enter into identified new markets in which we intend to deploy New Sites or other communications infrastructure; ● every individual New Site or other communications infrastructure asset will be commercially viable or meet our investment criteria; ● we will be able to overcome setbacks to new construction, including local opposition; ● we will be able to maintain relationships with the regulatory authorities and to obtain any required governmental approvals for new construction; ● the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers or the ability of our customers to obtain the requisite level of end users to support the level of capital expenditure spent to expand the network; ● there will be a significant need for the construction of new towers or other communications infrastructure; ● we will be able to agree to favorable revenue share models with our customers or other parties that make constructing new rural sites economical for all parties; ● we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other communications infrastructure; ● we will be able to import the equipment necessary for the construction or deployment of New Sites or other communications infrastructure; ● we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other communications infrastructure, including steel and fiber, or purchase such components at expected prices or that such components will be delivered in a timely fashion; or ● we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other communications infrastructure.
There can be no assurance that: ● we will be able to enter into identified new markets in which we intend to deploy New Sites or other communications infrastructure; ● every individual New Site or other communications infrastructure asset will be commercially viable or meet our investment criteria; ● we will be able to overcome setbacks to new construction, including local opposition; ● we will be able to maintain relationships with the regulatory authorities and to obtain any required governmental approvals for new construction; ● the number of towers or other infrastructure planned for construction will be completed in accordance with the requirements of customers or the ability of our customers to obtain the requisite level of end users to support the level of capital expenditure spent to expand the network; ● there will be a significant need for the construction of new towers or other communications infrastructure; ● we will be able to agree to favorable revenue share models with our customers or other parties that make constructing new rural sites economical for all parties; ● we will be able to finance the capital expenditures associated with construction or deployment of New Sites or other communications infrastructure; 26 Table of Contents ● we will be able to import the equipment necessary for the construction or deployment of New Sites or other communications infrastructure; ● we will be able to purchase and/or import components necessary for the construction or deployment of New Sites or other communications infrastructure, including steel and fiber, or purchase such components at expected prices or that such components will be delivered in a timely fashion; or ● we will be able to secure rights or access to the land necessary to execute customer orders for New Sites or other communications infrastructure.
See “Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material.” Failure to adequately address actual and perceived risks of corruption may adversely affect the economies of the countries in which we operate, or may operate, and their ability to attract foreign investment.
See “ Risks Relating to Our Business — We and our customers face foreign exchange risks, which may be material .” Failure to adequately address actual and perceived risks of corruption may adversely affect the economies of the countries in which we operate, or may operate, and their ability to attract foreign investment.
While we reached agreement with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which is currently approximately aligned to the NAFEM rate), should these and similar circumstances arise again (where there is a divergence between the applicable market rate or translation rates for our financial results, and the exchange rate reflected in our contracts with customers), there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks, which could materially impact our results of operations.
While we reached agreement with our Key Customers in Nigeria to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg (which is currently approximately aligned to the NFEM rate), should these and similar circumstances arise again (where there is a divergence between the applicable market rate or translation rates for our financial results, and the exchange rate reflected in our contracts with customers), there is no guarantee that we will be able to renegotiate these contracts or enter into new contracts to fully protect against such foreign exchange risks, which could materially impact our results of operations.
See “— We are subject to the effects of climate change.” In addition, flooding in the regions in which we operate has also led to outbreaks of disease, which, coupled with the ongoing security concerns in these regions (see “— There are risks related to political instability, religious differences, ethnicity and regionalism in emerging and less developed markets”), may affect our ability to staff our operations with qualified local and overseas individuals should such individuals be deterred from relocating to these regions, as a result of health or security concerns.
See “— We are subject to the effects of climate change .” In addition, flooding in the regions in which we operate has also led to outbreaks of disease, which, coupled with the ongoing security concerns in these regions (See “— There are risks related to political instability, religious differences, ethnicity and regionalism in emerging and less developed markets ”), may affect our ability to staff our operations with qualified local and overseas individuals should such individuals be deterred from relocating to these regions, as a result of health or security concerns.
Additionally, certain authorities have recently become more aggressive in setting of permit fees, the enforcement of permits and collection of payments, or may become more so in the event the profile of a business is perceived to have increased.
Additionally, certain authorities have become more aggressive in setting of permit fees, the enforcement of permits and collection of payments, or may become more so in the event the profile of a business is perceived to have increased.
Although the CBN ultimately implemented steps to unify the Nigerian foreign exchange market in June 2023, by replacing the old regime of multiple exchange rate segments into a single NAFEM window within which foreign exchange transactions would be determined by market forces, it is possible that in the future, official exchange rates in Nigeria or our other markets of operation may diverge again from prevailing market exchange rates due to future government interventions.
Although the CBN ultimately implemented steps to unify the Nigerian foreign exchange market in June 2023, by replacing the old regime of multiple exchange rate segments into a single NFEM window within which foreign exchange transactions would be determined by market forces, it is possible that in the future, official exchange rates in Nigeria or our other markets of operation may diverge again from prevailing market exchange rates due to future government interventions.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility” and “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.” The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.
See “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility ” and “— The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations .” The existence of multiple foreign exchange markets with different exchange rates may impact the rate used in our customer contracts and the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.
Our ability to make scheduled payments on or to refinance our debt obligations and to fund planned capital expenditures and working capital requirements depends on our future performance and ability to generate cash, which is subject, among other things, to the success of our business strategy, prevailing economic conditions and financial, competitive, legislative, legal, regulatory and other factors, including those other factors discussed in these “Risk Factors,” many of which are beyond our control.
Our ability to make scheduled payments on or to refinance our debt obligations and to fund planned capital expenditures and working capital requirements depends on our future performance and ability to generate cash, which is subject, among other things, to the success of our business strategy, prevailing economic conditions and financial, competitive, legislative, legal, regulatory and other factors, including those other factors discussed in these “ Risk Factors ”, many of which are beyond our control.
Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including but not limited to the impact of events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (including their consequences, for example on trade routes or supply chains), and any related economic sanctions, foreign exchange effects and/or climate change or related initiatives, and we are only able to pass through a component of the fuel costs at our sites to our customers under the terms of certain of our contracts.
Diesel prices have fluctuated significantly over time, often in parallel to changes in oil prices, and may fluctuate in the future as a result of many factors, including but not limited to the impact of events with a wide-ranging regional or global impact (including health pandemics or epidemics), geopolitical conflicts and wars (including their consequences, for example on trade routes or supply chains), and any related economic sanctions, foreign exchange effects and/or climate change or related initiatives or government action and/or regulation, and we are only able to pass-through a component of the fuel costs at our sites to our customers under the terms of certain of our contracts.
If we are unable to protect our rights under, or extend, the ROU agreements or they are terminated, we will lose the cash flows derived from such towers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. We provide Managed Services to towers that are owned or operated by third parties.
If we are unable to protect our rights under, or extend, ROU agreements or they are terminated, we would lose the cash flows derived from such towers, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. We provide Managed Services to towers that are owned or operated by third parties.
While a number of the MLAs with our customers are deemed automatically renewed or continue in effect on a month-to-month basis, under the same contractual provisions, if not canceled by the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters .
While a number of the MLAs with our customers are deemed automatically renewed or continue in effect on a month-to-month basis, under the same contractual provisions, if not cancelled by the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters.
Certain of our facilities, including our Towers, as well as third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, cause damage or loss to our Towers or other assets, limit the availability of resources, result in additional costs, delay or prevent the completion of projects in certain locations, or otherwise adversely impact our business, financial condition, or results of operations.
Certain of our facilities, including our Towers, as well as third-party infrastructure on which we rely, are located in areas that have experienced, and are projected to continue 36 Table of Contents to experience, various meteorological phenomena (such as drought, heatwaves, wildfire, storms, and flooding, among others) or other catastrophic events that may disrupt our or our suppliers’ operations, cause damage or loss to our Towers or other assets, limit the availability of resources, result in additional costs, delay or prevent the completion of projects in certain locations, or otherwise adversely impact our business, financial condition, and/or results of operations.
We currently use the USD/NGN rate published by Bloomberg, which is approximately aligned to the NAFEM window rate, for reporting purposes. The determination of the most appropriate rate to use at the relevant time we produce financial information will depend on a number of factors, including, but not limited to, availability and liquidity in the market generally.
We currently use the USD/NGN rate published by Bloomberg, which is approximately aligned to the NFEM window rate, for reporting purposes. The determination of the most appropriate rate to use at the relevant time we produce financial information will depend on a number of factors, including, but not limited to, availability and liquidity in the market generally.
Our Contracted Revenue disclosed in this Annual Report represents our estimate of the lease fees to be received from existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s current contractual term and lease fees to be received from Key Customers where we provide access to fiber access to an OLT for the remainder of the relevant contractual term, as of December 31, 2023.
Our Contracted Revenue disclosed in this Annual Report represents our estimate of the lease fees to be received from existing Tenants of Key Customers for the remainder of each Tenant’s current contractual site lease term, lease fees to be received from the existing Lease Amendments of Key Customers for the remainder of each Lease Amendment’s current contractual term and lease fees to be received from Key Customers where we provide fiber access to an OLT for the remainder of the relevant contractual term, as of December 31, 2024.
An attack attempt or security breach, such as a distributed denial of service attack, or damage caused by other means could potentially result in the interruption or cessation of certain or all of our services to our customers, our inability to meet expected levels of service or data transmitted over our customers’ networks being compromised, as well as other unforeseen damages.
An attack attempt or security incident, such as a distributed denial of service attack, or damage caused by other means could potentially result in the interruption or cessation of certain or all of our services to our customers, our inability to meet expected levels of service or data transmitted over our customers’ networks being compromised, as well as other unforeseen damages.
See also “— Some of the markets in which we currently, or may in the future, operate are dependent on commodities, and are therefore impacted by global prices and/or demand for such products” and “— Financial authorities in the markets in which we operate may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility.” For example, there have historically been periods of significant shortage of U.S. dollar liquidity in Nigeria and the CBN imposed additional currency controls that restricted access to U.S. dollars in the official foreign exchange market.
See also “— Some of the markets in which we currently, or may in the future, operate are dependent on commodities, and are therefore impacted by global prices and/or demand for such products” and “— Financial authorities in the markets in which we operate 43 Table of Contents may intervene in the currency markets by drawing on external reserves, and their currencies are subject to volatility .” For example, there have historically been periods of significant shortage of U.S. dollar liquidity in Nigeria and the CBN imposed additional currency controls that restricted access to U.S. dollars in the official foreign exchange market.
Cameroon has also recently faced similar issues, including with political instability in the Anglophone regions of Cameroon and Boko Haram in the Far North region of the country.
Cameroon has also faced similar issues, including with political instability in the Anglophone regions of Cameroon and Boko Haram in the Far North region of the country.
Should there be any negative impact on the businesses of our major customers, including these key MNOs, including as a result of global economic conditions, it could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.
Should there be any negative impact on the businesses of our major customers, including these key MNOs, including as a result of economic conditions (global, local or otherwise), it could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.
Central banking authorities in the countries in which we operate may intervene in the currency markets by drawing on external reserves (such as, most recently, in Nigeria, where a significant portion of our operations are based) or adopting policies that may impact the applicable exchange rates and/or amounts of foreign currency that may be obtained.
Central banking authorities in the countries in which we operate may intervene in the currency markets by drawing on external reserves (such as in Nigeria, where a significant portion of our operations are based) or adopting policies that may impact the applicable exchange rates and/or amounts of foreign currency that may be obtained.
If: (i) records with respect to the acquired assets are not complete or accurate, (ii) we do not have 24 Table of Contents complete access to, or use of, the land underlying the acquired towers, (iii) we discover that the towers or other communications infrastructure have structural issues (such as overloading) (iv) the towers or other assets do not achieve the financial results anticipated, or (v) there are historic liabilities attaching to the acquired assets that we are unable to successfully recover under an indemnity, it could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
If: (i) records with respect to the acquired assets are not complete or accurate, (ii) we do not have complete access to, or use of, the land underlying the acquired towers, (iii) we discover that the towers or other communications infrastructure have structural issues (such as overloading) (iv) the towers or other assets do not achieve the financial results anticipated, or (v) there are historic liabilities attaching to the acquired assets that we are unable to successfully recover under an indemnity, it could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
However, since the introduction of the I&E window in April 2017 (now referred to as NAFEM), the foreign exchange market generally experienced greater levels of stability; however, there have still been periods of significant U.S. dollar liquidity shortage from time to time, including since 2021, and the foreign exchange market has remained volatile.
However, since the introduction of the I&E window in April 2017 (now referred to as NFEM), the foreign exchange market generally experienced greater levels of stability; however, there have still been periods of significant U.S. dollar liquidity shortage from time to time, including since 2021, and the foreign exchange market has remained volatile.
Furthermore, unlike the vicarious liability regime under the FCPA, whereby corporate entities can be liable for the acts of its employees, the UK Bribery Act introduced a new offense 39 Table of Contents applicable to corporate entities and partnerships which carry on part of their business in the United Kingdom that fail to prevent bribery, which can take place anywhere in the world, by associated persons who perform services for or on behalf of them, subject to a defense of having adequate procedures in place to prevent the bribery from occurring.
Furthermore, unlike the vicarious liability regime under the FCPA, whereby corporate entities can be liable for the acts of its employees, the UK Bribery Act introduced a new offense applicable to corporate entities and partnerships which carry on part of their business in the United Kingdom that fail to prevent bribery, which can take place anywhere in the world, by associated persons who perform services for or on behalf of them, subject to a defense of having adequate procedures in place to prevent the bribery from occurring.
In Brazil, the competitive landscape is wider as of December 31, 2023, with ATC, SBA and Highline owning more towers than we do as of December 31, 2023, and numerous smaller tower companies of similar size to or smaller than our business. The Brazilian and South African competitive landscape presents opportunities for consolidation.
In Brazil, the competitive landscape is wider with ATC, SBA and Highline owning more towers than we do as of December 31, 2024, and numerous smaller tower companies of similar size to or smaller than our business. The Brazilian and South African competitive landscape presents opportunities for consolidation.
We operate and conduct business in various emerging and less developed markets (including Africa, the Middle East and Latin America), and we may expand into additional markets, which at times experience high levels of fraud, bribery and corruption. We are subject to the applicable anti-corruption laws and regulations of the markets in which we operate, including the U.S.
We operate and conduct business in various emerging and less developed markets (including Africa and Latin America), and we may expand into additional markets, which at times experience high levels of fraud, bribery and corruption. We are subject to the applicable anti- corruption laws and regulations of the markets in which we operate, including the U.S.
Our ground lease costs are for a fixed duration, typically a 10-to-15-year term, paid for either on a monthly or quarterly basis or in advance for a multi-year portion of the overall term of the lease. Approximately 18% of our ground leases are due for renewal within the next 24 months.
Our ground lease costs are for a fixed duration, typically a 10-to-15-year term, paid for either on a monthly or quarterly basis or in advance for a multi-year portion of the overall term of the lease. Approximately 12% of our ground leases are due for renewal within the next 24 months.
For example, in June 2023 the Naira experienced significant depreciation following steps taken by the CBN to unify the Nigerian foreign exchange market, by replacing the old regime of multiple exchange rate segments into a single NAFEM window to allow foreign exchange transactions to be determined by market forces.
For example, in June 2023 the Naira experienced significant depreciation following steps taken by the CBN to unify the Nigerian foreign exchange market, by replacing the old regime of multiple exchange rate segments into a single NFEM window to allow foreign exchange transactions to be determined by market forces.
For example, the Nigerian government and certain other governments, such as in oil-producing countries in the Middle East, rely heavily on oil revenue to fund their budgets, and the decline in prices immediately following the onset of the COVID-19 pandemic in March 2020 resulted in significantly decreased revenue.
For example, the Nigerian government and certain other governments, such as in oil-producing countries, rely heavily on oil revenue to fund their budgets, and the decline in prices immediately following the onset of the COVID-19 pandemic in March 2020 resulted in significantly decreased revenue.
We experienced Churn of 1,334 and 603 Tenants for the years ended December 31, 2023 and 2022, respectively. Other than a customer Churning at the end of its term, limited termination clauses may apply pursuant to the relevant MLA.
We experienced Churn of 1,198, 1,334, 603, Tenants for the years ended December 31, 2024, 2023 and 2022, respectively. Other than a customer Churning at the end of its term, limited termination clauses may apply pursuant to the relevant MLA.
In the event of a potential breach, while we would endeavor to comply with any applicable requirements to inform impacted parties within a reasonable time, priority may be given to containing and eliminating the cyberattack in order to limit the damage; which as a result could potentially delay our communication of the identified attack to customers, suppliers, concerned regulatory bodies, agencies or authorities or other relevant parties.
In the event of a potential breach, while we would endeavor to comply with any applicable requirements to inform impacted parties within a reasonable time, priority may be given to containing 33 Table of Contents and eliminating the cyberattack in order to limit the damage, which as a result could potentially delay our communication of the identified attack to customers, suppliers, concerned regulatory bodies, agencies or authorities or other relevant parties.
Any slowdown in the growth of, or reduction in demand for, wireless telecommunications services, or any failure of tower sharing to continue to develop as a way to meet the requirements of wireless telecommunications providers in the countries in which we operate, may adversely affect the demand for tower sites and could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our cash flows.
Any slowdown in the growth of, or reduction in demand for, wireless telecommunications services, or any failure of tower sharing to continue to develop as a way to meet the requirements of wireless telecommunications providers in the countries in which we operate, may adversely affect the demand for tower 22 Table of Contents sites and could have a material adverse effect on our business, prospects, financial condition and/or results of operations, as well as our cash flows.
When the local currency depreciates against the relevant foreign currency (such as the significant depreciations of the Naira against the U.S. dollar in 2016 (when the Naira depreciated from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016), in 2023 (when the Naira depreciated from approximately ₦461.5 to $1.00 as of January 1, 2023 to ₦911.7 to $1.00 as of December 31, 2023), and again in January 2024, with the Naira having depreciated to ₦1,400.0 to $1.00 as of February 1, 2024)), it may impact the ability of our customers to make payments to us on a timely basis or at all, and our customers may either raise prices for their customers or cut back on capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms with us prior to the relevant MLA end date.
When the local currency depreciates against the relevant foreign currency (such as the significant depreciations of the Naira against the U.S. dollar in 2016 (when the Naira depreciated from approximately ₦196.5 to $1.00 as of January 1, 2016 to ₦304.5 to $1.00 as of December 31, 2016), in 2023 (when the Naira depreciated from approximately ₦461.5 to $1.00 as of January 1, 2023 to ₦911.7 to $1.00 as of December 31, 2023), and again in January 2024, with the Naira having depreciated to ₦1,546.0 to $1.00 as of December 31, 2024), it may impact the ability of our customers to make payments to us on a timely basis or at all, and our customers may either raise prices for their customers or cut back on capital and operational expenditures, both of which could reduce future demand for our services, or result in requests to renegotiate contract terms (including pricing) with us prior to the relevant MLA end date.
Such MLAs typically have U.S. dollar-denominated components and local currency components of pricing, and the U.S. dollar components are converted to the local currency for settlement at a fixed conversion rate for a stated period of time, which conversion rates are reset monthly, quarterly and semi-annually.
Such MLAs typically have U.S. dollar-denominated components and local currency components of pricing, and the U.S. dollar components are converted to the local currency for settlement at a fixed conversion rate for a stated period of time, which conversion rates are reset monthly and quarterly.
We have taken and will continue to take tax positions based on our interpretation of tax laws, but tax and/or accounting often involves complex matters and judgement is required in determining our worldwide provision for taxes and other tax liabilities.
We have taken and will continue to take tax positions based on our interpretation of tax laws, but tax and/or accounting often involves complex matters and judgment is required in determining our worldwide provision for taxes and other tax liabilities.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2024.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025.
As a result, effective legal redress may be difficult to obtain and there is a high degree of uncertainty due to the discretion of governmental authorities, lack of judicial or administrative guidance on interpreting applicable rules and regulations, inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions and relative inexperience of the judiciary and courts in commercial matters.
As a result, effective legal redress may be difficult to obtain and there is a high degree of uncertainty due to the discretion of governmental authorities, lack of judicial or administrative guidance on interpreting applicable rules and regulations, 50 Table of Contents inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions and relative inexperience of the judiciary and courts in commercial matters.
For example, in Nigeria, it was publicly reported in 2019 that the NCAA threatened to decommission and dismantle a number of Glo towers for safety violations including failure to obtain the statutory aviation height clearance certificate.
For example, in Nigeria, it was publicly reported in 2019 that the Nigeria Civil Aviation Authority (NCAA) threatened to decommission and dismantle a number of Glo towers for safety violations including failure to obtain the statutory aviation height clearance certificate.
See “— Our ability to construct New Sites or to deploy other communications infrastructure depends on a number of factors, many of which are outside of our control.” 17 Table of Contents Our ability to increase the number of Colocations and Lease Amendments on each Tower that we own across our portfolio is a key factor contributing to our growth and a key part of our strategy in the markets in which we operate.
See “— Our ability to construct New Sites or to deploy other communications infrastructure depends on a number of factors, many of which are outside of our control .” Our ability to increase the number of Colocations and Lease Amendments on each Tower that we own across our portfolio is a key factor contributing to our growth and a key part of our strategy in the markets in which we operate.
Failure to provide a safe and healthy working environment in accordance with the relevant applicable legislation, including as a result of health pandemics or epidemics (such as COVID-19) and any related measures imposed in the markets in which we operate, may result in government authorities forcing closure of sites on a temporary or permanent basis or refusing lease or license applications.
Failure to provide a safe and healthy working environment in accordance with the relevant applicable legislation, including as a result of health pandemics or epidemics and any related measures imposed in the markets in which we operate, may result in government authorities forcing closure of sites on a temporary or permanent basis or refusing lease or license applications.
For example, to the extent catastrophic events become more frequent, it may adversely impact the availability or cost of insurance. Additionally, we expect to be subject to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to increased regulations, evolving stakeholder expectations, and changes in market demand.
To the extent catastrophic events become more frequent, it may also adversely impact the availability or cost of insurance. Additionally, we expect to be subject to risks associated with societal efforts to mitigate or otherwise respond to climate change, including but not limited to increased regulations, evolving stakeholder expectations, and changes in market demand.
If, for example, our customers or potential customers are unable to raise adequate capital to fund their business plans, including as a result of events with a wide-ranging regional or global impact (including health pandemics or epidemics) or economic conditions or if they do not have adequate parental support, they may reduce their capital spending, which could materially and adversely affect demand for space on our Tower sites or other infrastructure, which in turn could have a material adverse effect on our financial condition and/or results of operations. 10 Table of Contents Furthermore, some of our customers have or may become subject to regulatory or other action, which may result in unanticipated levies or fines.
If, for example, our customers or potential customers are unable to raise adequate capital to fund their business plans, including as a result of events with a wide-ranging regional or global impact (including health pandemics or epidemics) or economic conditions or if they do not have adequate support from parent companies or shareholders, they may reduce their capital spending, which could materially and adversely affect demand for space on our Tower sites or other infrastructure, which in turn could have a material adverse effect on our financial condition and/or results of operations. 10 Table of Contents Furthermore, some of our customers have or may become subject to regulatory or other action, which may result in unanticipated levies or fines.
Treasury and other internationally recognized sanctions regulations restricting doing business with certain nations or specially designated nationals; ● failure to comply with anti-bribery, anti-corruption or money laundering laws and regulations such as the Foreign Corrupt Practices Act, the UK Bribery Act or similar international or local anti-bribery, anti-corruption or money laundering laws and regulations, or Office of Foreign Assets Control requirements; ● potential adverse or unforeseen changes in laws and regulatory practices, or inconsistent or unpredictable application of laws or regulations by governmental authorities, including financial regulators; ● uncertain rulings or results from legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, which may be enforced retroactively, and delays in the judicial process; 13 Table of Contents ● actions, proceedings, claims, disputes and threats brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law; ● regulatory or financial requirements to comply with bureaucratic actions; ● changes to existing laws or new laws, and/or changing labor and taxation laws or policies, including confiscatory taxation; ● other forms of government regulation and economic conditions that are beyond our control; ● governmental corruption, consequences of poorly designed and executed government policies, corrupt practices (or alleged corrupt practices) on the economy in general or particular industries or companies, or of ineffective or insufficient corporate governance standards and practices; and ● higher volatility of our ordinary share price.
Department of Treasury, the requirements of the Bureau of Industry and Security of the U.S Department of Commerce and other internationally recognized sanctions regulations restricting doing business with certain nations or specially designated nationals; ● failure to comply with anti-bribery, anti-corruption or money laundering laws and regulations such as the Foreign Corrupt Practices Act, the UK Bribery Act or similar international or local anti- bribery, anti-corruption or money laundering laws and regulations; ● potential adverse or unforeseen changes in laws and regulatory practices, or inconsistent or unpredictable application of laws or regulations by governmental authorities, including financial regulators; ● uncertain rulings or results from legal or judicial systems, including inconsistencies between and within laws, regulations and decrees, and judicial application thereof, which may be enforced retroactively, and delays in the judicial process; 13 Table of Contents ● actions, proceedings, claims, disputes and threats brought by governments, regulators, entities or individuals for fees, taxes or other payments, even if meritless or frivolous under applicable law; ● regulatory or financial requirements to comply with bureaucratic actions; ● changes to existing laws or new laws, and/or changing labor and taxation laws or policies, including confiscatory taxation; ● other forms of government regulation and economic conditions that are beyond our control; ● governmental corruption consequences of poorly designed and executed government policies, corrupt practices (or alleged corrupt practices) on the economy in general or particular industries or companies, or of ineffective or insufficient corporate governance standards and practices; and ● higher volatility of our ordinary share price.
Operations in international markets, including emerging and less developed markets (including Africa, the Middle East and Latin America), also subject us to numerous additional and different laws and regulations affecting our business, such as those related to labor, employment, unions, health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-bribery, corruption and money laundering.
Operations in international markets, including emerging and less developed markets (including Africa and Latin America), also subject us to numerous additional and different laws and regulations affecting our business, such as those related to labor, employment, unions, health and safety, antitrust and competition, environmental protection, consumer protection, import/export and anti-bribery, corruption and money laundering.
The unification of the Nigeria foreign exchange market was aimed at eliminating multiple “windows” and to allow foreign exchange transactions to be determined by market forces via a single I&E window (now referred to as NAFEM).
The unification of the Nigeria foreign exchange market was aimed at eliminating multiple “windows” and to allow foreign exchange transactions to be determined by market forces via a single I&E window (now referred to as NFEM).
If customers terminate or fail to renew customer lease agreements with us (either on commercially acceptable terms, or at all), are acquired or, become insolvent, or otherwise 21 Table of Contents become unable to pay lease fees, the loss of such customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
If customers terminate or fail to renew customer lease agreements with us (either on commercially acceptable terms, or at all), are acquired or, become insolvent, or otherwise become unable to pay lease fees, the loss of such customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
The material weakness identified is a lack of key accounting personnel with the requisite knowledge and experience to account for complex transactions, particularly in the areas of foreign exchange, business combinations and other complex, judgmental areas, such as goodwill impairment assessment. We have been working to remediate this material weakness as quickly and efficiently as possible (see Item 15.
The material weakness identified is a lack of key accounting personnel with the requisite knowledge and experience to account for complex transactions, particularly in the areas of foreign exchange, business combinations and other complex, judgmental areas, such as goodwill impairment assessment. We have been working to remediate this material weakness as quickly and efficiently as possible.
A breach of any covenants, ratios, tests or restrictions in those instruments and agreements, including as a result of events beyond our control, could result in an event of default (which may also trigger cross-default or cross-acceleration clauses in other agreements or financings) that could have a material adverse effect on our financial condition and/or results of operations.
A breach of any covenants, ratios, tests or restrictions in those instruments and agreements, including as a result of events beyond our control, could result in an event of default (which may also trigger cross-default or cross-acceleration clauses in other agreements or financings) that could have a material adverse effect on our financial condition and/or results of 52 Table of Contents operations.
They may also not be at a value which our investors would view as attractive. Moreover, similar to acquisitions, sale transactions are also usually subject to the satisfaction of certain conditions precedent or conditions subsequent, which may impact our ability to successfully complete any such sales or complete them in a 25 Table of Contents timely manner.
They may also not be at a value which our investors would view as attractive. Moreover, similar to acquisitions, sale transactions are also usually subject to the satisfaction of certain conditions precedent or conditions subsequent, which may impact our ability to successfully complete any such sales or complete them in a timely manner.
For more information, see “— Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (“ESG”) initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.” Any of the foregoing factors could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
For more information, see “— Increased attention to, and evolving expectations for, sustainability and environmental, social, and governance (“ ESG ”) initiatives and disclosures could increase our costs, harm our reputation, or otherwise adversely impact our business .” Any of the foregoing factors could have a material adverse effect on our business, prospects, financial condition and/or results of operations.
Risks Relating to the Markets in which We Operate. Our current operations are conducted, and many of our customers are located, in various international markets, particularly in emerging markets such as in Africa, the Middle East and Latin America.
Risks Relating to the Markets in which We Operate Our current operations are conducted, and many of our customers are located, in various international markets, particularly in emerging markets such as in Africa and Latin America.
Our current and future markets involve additional risks compared to more developed markets, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. We and our customers operate in various international markets, particularly in emerging markets such as in Africa, the Middle East and Latin America.
Our current and future markets involve additional risks compared to more developed markets, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. We and our customers operate in various international markets, particularly in emerging markets such as in Africa and Latin America.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure.” 40 Table of Contents Our risk management policies and procedures may not be fully effective in achieving their purposes.
See “— We rely on third-party contractors for various services, and any disruption in or non-performance of those services would hinder our ability to effectively maintain our tower infrastructure .” Our risk management policies and procedures may not be fully effective in achieving their purposes.
The Boko Haram sect, a terrorist group based primarily in north-eastern Nigeria, initially became active in 2009 and increasingly received international attention for the number and frequency of attacks against the Nigerian people and villages. These attacks led to the deployment of troops to Adamawa, Borno, and Yobe states.
The Boko Haram sect, a terrorist group based primarily in north-eastern Nigeria, initially became active in 2009 and increasingly received international attention for the 49 Table of Contents number and frequency of attacks against the Nigerian people and villages. These attacks led to the deployment of troops to Adamawa, Borno, and Yobe states.
If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our ordinary shares to decline. 58 Table of Contents
If any analyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price or trading volume of our ordinary shares to decline.
The ability of our operating subsidiaries and intermediate holding companies to distribute cash to us will also be subject to, among other things, restrictions that may be contained in the agreements governing our indebtedness as entered into from time to time, including the IHS Holding RCF, the IHS Holding 2022 Term Loan and the Notes, and the facilities of our operating subsidiaries, availability of sufficient funds in such subsidiaries and applicable laws, taxes and regulatory restrictions, including monetary or fiscal controls and restrictions.
The ability of our operating subsidiaries and intermediate holding companies to distribute cash to us will also be subject to, among other things, restrictions that may be contained in the agreements governing our indebtedness as entered into from time to time, including the IHS Holding RCF and the Existing Notes, and the facilities of our operating subsidiaries, availability of sufficient funds in such subsidiaries and applicable laws, taxes and regulatory restrictions, including monetary or fiscal controls and restrictions.
Existing regulatory policies and changes in such policies may materially and adversely affect the associated timing or cost of such projects and/or the costs attributable to our usual business operations, and additional regulations may be adopted which increase delays, or result in additional costs, or that prevent completion of projects in certain locations.
Existing regulatory policies and changes in such policies may materially and adversely affect the associated timing or cost of such projects and/or the costs attributable 29 Table of Contents to our usual business operations, and additional regulations may be adopted which increase delays, or result in additional costs, or that prevent completion of projects in certain locations.
“Business Overview — Permits and Regulation — License to operate.” Although we make payments in relation to the relevant permits when required, the delay encountered in receiving the permits, licenses or certificates means that we may, therefore, in limited instances, proceed with and complete tower construction and base transmission sites installation for Tenants before all required approvals and licenses have been formally issued by local authorities.
See “ Business — Permits and Regulation — License to operate .” Although we make payments in relation to the relevant permits when required, the delay encountered in receiving the permits, licenses or certificates means that we may, therefore, in limited instances, proceed with and complete tower construction and base transmission sites installation for Tenants before all required approvals and licenses have been formally issued by local authorities.
We do not believe that we currently are or have been a PFIC for the taxable year ending December 31, 2023, and we do not expect to be a PFIC in the future.
We do not believe that we currently are or have been a PFIC for the taxable year ending December 31, 2024, and we do not expect to be a PFIC in the future.
In Nigeria, we continue to access USD through various sources (including from commercial banks and authorized dealers) and at various rates (which may also be at a premium to NAFEM).
In Nigeria, we continue to access USD through various sources (including from commercial banks and authorized dealers) and at various rates (which may also be at a premium to NFEM).
We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as Africa, the Middle East and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing or other more favorable or suitable contractual terms, and ability to offer additional services to tenants and operational performance, as well as the 23 Table of Contents size of a company’s site portfolio and its ability to access efficient capital.
We believe that competition in the tower infrastructure industry in emerging and less developed markets (including markets such as Africa and Latin America) is based on, among other things, power management expertise, tower location, relationships with telecommunications operators, tower quality and height, pricing or other more favorable or suitable contractual terms, and ability to offer additional services to tenants and operational performance, as well as the size of a company’s site portfolio and its ability to access efficient capital.
Tower portfolio or other asset acquisitions typically take a considerable period of time to sign and close and usually close in stages, but can involve up-front investments that cannot be recovered regardless of whether the transaction is successfully completed.
Tower portfolio or other 24 Table of Contents asset acquisitions typically take a considerable period of time to sign and close and usually close in stages, but can involve up-front investments that cannot be recovered regardless of whether the transaction is successfully completed.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, enter carefully selected growth oriented markets with compelling underlying fundamentals.
We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically entered into carefully selected growth-oriented markets with compelling underlying fundamentals.
Our principal executive offices are located at 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. Our telephone number at this address is +44 20 8106 1600. Our website address is www.ihstowers.com.
Our principal executive offices are located at 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. Our telephone number at this address is 59 Table of Contents +44 20 8106 1600. Our website address is www.ihstowers.com.
Business Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 780 million people in emerging markets, across three regions and eleven countries.
“Operating and Financial Review and Prospects.” B. Business Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 644 million people in emerging markets, across two regions and eight countries.
We are the largest independent multinational emerging-market-only tower operator and one of the largest independent multinational tower operators globally, in each case by tower count. As of December 31, 2023, we operated 40,075 Towers across seven countries in Africa, three countries in Latin America and one country in the Middle East.
We are the largest independent multinational emerging-market-only tower operator and one of the largest independent multinational tower operators globally, in each case by tower count. As of December 31, 2024, we operated 39,229 Towers across six countries in Africa and two countries in Latin America .
As of December 31, 2023, we are the largest independent tower operator in seven of the eleven markets in which we operate, and we are the only independent tower operator of scale in five of these markets.
As of December 31, 2024, we are the largest independent tower operator in six of the eight markets in which we operate, and we are the only independent tower operator of scale in four of these markets.
Our investment criteria suggests that inorganic growth opportunities will be limited for the foreseeable future, as we assess inorganic investment as just one of various forms of capital allocation. ​ 59 Table of Contents Largest Independent Multinational Tower Companies Globally Source: Company filings Note: Data as of March 2024 for PTI.
Our investment criteria suggests that inorganic growth opportunities will be limited for the foreseeable future, as we assess inorganic investment as just one of various forms of capital allocation. Largest Independent Multinational Tower Companies Globally Source: Company filings Note: Tower Count as of December 31, 2024 for ATC, Cellnex, GD Towers, IHS, SBA, PTI and Helios.
Data as of December 31, 2023 for ATC, Cellnex, GD Towers, IHS and SBA. Data as of September 30, 2023 for Helios. “ATC” refers to American Tower Corporation, “Cellnex” refers to Cellnex Telecom S.A., “SBA” refers to SBA Communications Corporation, “PTI” refers to Phoenix Towers International and “Helios” refers to Helios Towers plc.
“ATC” refers to American Tower Corporation, “Cellnex” refers to Cellnex Telecom S.A., “SBA” refers to SBA Communications Corporation, “PTI” refers to Phoenix Towers International and “Helios” refers to Helios Towers plc.
For the years ended December 31, 2023 and 2022, we generated revenue of $2,126 million and $1,961 million, losses for the period of $1,988 million and $469 million and Adjusted EBITDA of $1,133 million and $1,031 million, respectively. See Item 5.A.
For the years ended December 31, 2024 and 2023, we generated revenue of $1,711 million and $2,126 million, losses for the period of $1,644 million and $1,988 million and Adjusted EBITDA of $928 million and $1,133 million, respectively. See 60 Table of Contents
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. Our agent for service of process in the United States is C T Corporation System and its address is 28 Liberty Street, New York, New York 10005.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2024 and for those currently in progress, see Item 5.
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For a description of our principal capital expenditures and divestitures for the three years ended December 31, 2023 and for those currently in progress, see Item 5. “Operating and Financial Review and Prospects.” B.
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Since 2020, we have complemented our historical investment on the African continent with investments into other regions and adjacent communications infrastructure offerings.
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Historically, our business has been predominantly focused on the African continent, however in 2020 we started complementing this with investment into other regions and adjacent communications infrastructure offerings. Our initial expansion outside of Africa was in the Middle East via Kuwait, and we later further expanded our footprint with our entrance into Latin America via Brazil, Peru and Colombia.
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We expanded our footprint with our entrance into Latin America via Brazil, Colombia and Peru ( which we later disposed of in April 2024 when we completed the disposal of our subsidiary in Peru, IHS Peru S.A.C., to affiliates of SBA Communications Corporation), and into the Middle East via Kuwait, (which we also later sold in December 2024 when we completed the sale of our subsidiary in Kuwait, IHS Kuwait, to Zain Group).
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“Operating Results—Key Financial and Operational Performance Indicators—Return Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to profit/(loss) for the period, the most directly comparable IFRS measure. Our core business is providing shared communications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber services to their end users and subscribers.
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We provide our customers with opportunities to lease space on existing Towers alongside current Tenants, known as Colocation, to install additional equipment on a Tower or request certain ancillary services, known as Lease Amendments, or to commission the construction of new Towers to the customer’s specifications, known as New Sites.
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Additionally, through I-Systems, we provide “Fiber-to-the-Home” or “FTTH” fiber connectivity to our customers through a neutral network infrastructure solution for broadband service, and in Nigeria we provide “Fiber-to-the-Tower” or “FTTT” connectivity to our customers.
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Finally, we lease space to our customers in secure locations within large building complexes, such as shopping malls, stadiums and airports, which we refer to as in-building solutions, or IBS, or distributed antenna systems, or DAS. In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties.
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As of December 31, 2023, our owned and operated tower portfolio supported 59,727 Tenants, with a Colocation Rate of 1.49x. Our primary customers are the leading MNOs in each of our markets. We also provide infrastructure and services to a number of other communications service providers.
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Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions, building a footprint that currently covers Nigeria, South Africa, Côte d’Ivoire, Cameroon, Zambia, Rwanda, Brazil, Colombia, Peru, Kuwait and Egypt.
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We are the largest independent tower operator in seven of the eleven markets in which we operate and are the only independent tower operator of scale in five of these markets.
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Our markets in Egypt (which we entered in 2021) and Latin America (which we entered in 2020) are the only ones in which we do not have a leadership position today.
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To support the communications infrastructure needs of our customers, we typically enter into long-term MLAs of 5 to 10 years in duration, which have historically yielded strong renewal rates (see also Item 3.D. “Risk Factors — Risks Relating to Our Business — A significant portion of our revenue is derived from a small number of MNOs.
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Non-performance under or termination, non-renewal or material modification of customer lease agreements with these customers could have a material adverse effect on our business, prospects, financial condition and/or results of operations.”). As of December 31, 2023, the average remaining length of our MLAs with our Key Customers, who represented 94% of our Tenants, was 6.7 years.
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Additionally, these Key Customers had aggregate Contracted Revenue of $10.6 billion and an average remaining lease term of 7.5 years as of December 31, 2023.
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Our MLAs typically include annual inflation-linked revenue escalators, limited customer termination rights and, in certain cases, provisions designed to mitigate foreign exchange risk, such as periodic reset mechanisms to adjust for local currency 60 Table of Contents devaluation.
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For the years ended December 31, 2023, 2022 and 2021, 49%, 52% and 63%, respectively, of our revenue was linked to the U.S. dollar or euro. Foreign currency-linked elements implemented in certain of our contracts aim to help provide protection against potentially adverse movements in local currency.
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Our U.S. dollar-linked revenue is denominated in U.S. dollars in the relevant MLAs, but paid to us in local currency through contractual mechanisms.
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In such cases, including the majority of our revenue in Nigeria, and the minority of our revenue in Rwanda and Zambia, our MLAs may contain a formula for periodically determining the U.S. dollar to local currency exchange rate.
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In other cases, such as Côte d’Ivoire and Cameroon, the MLAs are in local currencies that have a fixed exchange rate, or are “pegged”, to the euro. Our South Africa market and MENA and Latam segments have MLAs which typically only contain local currency lease fees. See Item 3.D.
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“Risk Factors — Risks Relating to Our Business — The existence of multiple foreign exchange markets with different exchange rates may impact the rate at which our operating subsidiaries’ financial results are translated into U.S. dollars for group reporting purposes, which may impact our financial condition and/or results of operations.” We have historically increased the number of our owned and operated Towers through a combination of constructing New Sites, as well as through acquisitions of tower portfolios from MNOs and independent tower companies.
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Shortly after entering new markets through acquisitions, we typically begin constructing New Sites.
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IHS Towers Overview by Country ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Market Share ​ ​ ​ ​ ​ ​ ​ ​ Estimated ​ Estimated ​ ​ ​ ​ ​ ​ # of IHS ​ # of IHS ​ Outsourced ​ Total ​ ​ ​ ​ 2022 ​ Towers ​ Towers ​ Towers ​ Towers ​ ​ ​ ​ Population ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​ IHS Towers Country (millions) 2023 ​ 2022 2022 2022 Market Position December 31, 2022 Nigeria ​ 221 ​ 16,395 ​ 16,995 ​ 28,473 ​ 41,008 ​ #1 South Africa ​ 60 ​ 5,691 ​ 5,691 ​ 11,429 ​ 25,848 ​ #1 Côte d’Ivoire ​ 29 ​ 2,694 ​ 2,699 ​ 2,699 ​ 4,859 ​ #1 Cameroon ​ 28 ​ 2,358 ​ 2,279 ​ 2,279 ​ 5,398 ​ #1 Zambia ​ 20 ​ 1,879 ​ 1,862 ​ 1,862 ​ 3,643 ​ #1 Rwanda ​ 14 ​ 1,434 ​ 1,319 ​ 1,336 ​ 1,861 ​ #1 Brazil ​ 216 ​ 7,663 ​ 6,994 ​ 56,960 ​ 74,683 ​ #4 Peru ​ 34 ​ 61 ​ 54 ​ 7,543 ​ 19,145 ​ not meaningful Colombia ​ 52 ​ 228 ​ 228 ​ 9,345 ​ 19,039 ​ not meaningful Kuwait ​ 4 ​ 1,672 ​ 1,531 ​ 1,531 ​ 6,354 ​ #1 Egypt ​ 104 ​ X ​ X ​ X ​ 26,629 ​ not meaningful ​ Source: Euromonitor International Limited (Economies & Consumers data) for Population , extracted April 2023, Analysys Mason estimates and IHS.
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South Africa outsourced towers as of December 2022 exclude approximately 4,000 Swiftnet towers reported as of March, 2023 since those towers are non-independent as Swiftnet is owned by Telkom South Africa. Market Position of independent tower companies is based on December 31, 2022 figures as per Analysys Mason.
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We believe we offer a unique balance between existing infrastructure with visible revenue streams and high potential for revenue growth given the strong growth potential in our countries, the strength of our market positions within each country and our strategically important, unique tower locations.
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We believe that we are well positioned to improve margins and cash flow, while achieving long-term growth due to: ● a large and scalable platform that provides critical infrastructure to help drive communications activity and broader digital and economic progress; ● a long-standing and stable operational platform that consistently delivers on our service level agreements to customers with proven network reliability; ● a well-defined organic expansion strategy designed to grow in existing markets with existing and new customers, complemented with an inorganic expansion strategy designed to assess and enter carefully selected growth-oriented markets with compelling underlying fundamentals, when feasible and 61 Table of Contents ● a comprehensive commitment towards contributing to sustainability and the well-being of our communities and environments where we operate.
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Our successful performance so far is the result of many years of building, acquiring, operating, managing, and owning communications infrastructure in emerging market environments. As one of the pioneers of the tower infrastructure industry in Africa, we have worked with our customers to develop the experience needed to operate and grow a successful business in our sector.
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Our experience has provided us with years of insight, deep operational expertise, and strong relationships with various stakeholders that we believe will allow us to enhance our leadership position in existing and new markets.
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Our track record is highlighted by the following milestones: ● 2001: Founded as a builder of communication Towers for MNOs in Nigeria; our founders continue to lead the business today. ● 2004: Launched our Managed Services operations for MNO-owned Towers with services including maintenance, security and power supply. ● 2009: Began owning Towers and leasing space to MNOs in Nigeria and launched our Colocation operations through which we lease space to other MNOs. ● 2013: Acquired MTN C ô te d’ Ivoire ’ s tower portfolio of 911 Towers and MTN Cameroon ’ s 818 Towers.
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Additionally, completed MLL agreements for Orange C ô te d ’ Ivoire ’ s tower portfolio of 1,191 Towers and Orange Cameroon ’ s 819 Towers. ● 2014: Entered Zambia and Rwanda through the acquisitions of MTN ’ s tower portfolios of 719 Towers in Zambia and 550 Towers in Rwanda.
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These transactions helped establish us as the largest independent tower company in EMEA by tower count. ● 2014: Executed landmark transactions in Nigeria to acquire a total of 10,966 Towers.
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We acquired 4,154 of these Towers from MTN Nigeria and 2,116 of these Towers from 9mobile in 2014 and the balance of 4,696 Towers from MTN Nigeria the following year. ● 2015: Expanded through the acquisitions of Airtel Zambia ’ s 949 Towers and Airtel Rwanda ’ s 200 Towers and further expanded in Nigeria through the acquisition of an additional 555 Towers from 9mobile. ● 2016: Acquired HTN Towers, which owned 1,211 Towers in Nigeria, in the first tower company-to-tower company transaction in Africa, reinforcing our leadership in Africa ’ s largest market. ● 2020: Expanded our footprint by entering the Middle East through the Kuwait Acquisition, in which entity we have a controlling interest.
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We completed the first closing of 1,022 towers in February 2020 and the second closing of 140 towers in October 2020. ● 2020: Expanded our footprint by entering Latin America through the completion of the CSS Acquisition, for 2,312 towers primarily across Brazil, as well as Peru and Colombia. ● 2021: Expanded our Latam business through the acquisitions of Skysites in Brazil, Centennial Brazil and Centennial Colombia, acquiring 1,005 towers, 602 towers and 217 towers, respectively. ● 2021: Completed the third and fourth closings of 67 towers and 126 towers in April 2021 and October 2021 in Kuwait, respectively, pursuant to the Kuwait Acquisition.
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Completed the acquisition of 162 towers in April 2021 from Airtel Rwanda. ● 2021: Completed our initial public offering ( “ IPO ” ) by issuing 18,000,000 ordinary shares at a price to the public of $21 per share, resulting in net proceeds to us of $357.7 million. ● 2021: Completed the TIM Fiber Acquisition with TIM Brasil to form I-Systems, which provides a neutral network infrastructure solution for broadband service in Brazil. ● 2021: Entered Egypt pursuant to the Egypt Transaction 62 Table of Contents ● 2022: Acquired 2,115 towers in Brazil pursuant to the GTS SP5 Acquisition. ● 2022: Completed the MTN SA Acquisition to enter the South African market by acquiring 5,691 towers in South Africa from MTN and completed the fifth closing of 43 towers in September 2022 in Kuwait pursuant to the Kuwait Acquisition. ● 2023: Completed the sixth closing of 101 towers in August 2023 in Kuwait pursuant to the Kuwait Acquisition.
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We believe that the underlying communications trends in our markets will continue to drive the need for additional infrastructure and enable us to further augment our growth through continued Colocation, Lease Amendments, New Site construction, adjacent communications infrastructure investments such as fiber, and acquisition activity.
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New communications infrastructure services such as small cells will further add to our growth opportunities with the roll-out of 5G in some of our markets.
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As of December 31, 2023, with an average age of our tower portfolio of 6.9 years, based on the date of integration of the sites, and a Colocation Rate of 1.49x, we believe that we have a young portfolio with ample capacity to continue growing organically, as well as to realize further gains on operating margins from operational efficiencies.
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We believe this organic growth will help drive enhanced cash flow generation from our existing assets.
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Considering our historical growth and diversification, the table below presents our geographic segment revenue as a percentage of total revenue, for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2021 2022 2023 Geographic Segment ​ ​ ​ Nigeria 72.6 % 69.0 % 65.0 % SSA 21.8 % 21.0 % 23.7 % Latin America 3.8 % 8.2 % 9.4 % Middle East and North Africa ​ 1.9 % 1.8 % 1.9 % ​ ​ ​ ​ ​ ​ ​ For further discussion regarding the principal markets in which we compete, including a breakdown of total revenue by category of activity and geographic market, please refer to ‘note 5.
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Segment Reporting’ and ‘note 6. Revenue’ of our audited consolidated financial statements included in this Annual Report.
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Our Competitive Strengths We believe the following strengths position us to deliver operationally for our customers as well as generate strong financial returns and growth: We are a clear leader in the majority of our current markets, which we support with a high quality asset base and service. Large and Growing Telecommunications Markets.
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We believe the markets in which we currently operate are structurally favorable, as a result of having large, growing populations and low mobile penetration, particularly relating to 4G and 5G SIM penetration. Our eleven markets covered approximately 860 million SIMs as of December 31, 2022.
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Our African markets are generally characterized by low mobile penetration, and a high number of subscribers per tower compared with the U.S. and Western Europe.
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These markets are also attractive due to an increasing need for 3G and 4G coverage and capacity, with 49% 3G SIM penetration and only 30% 4G SIM penetration as of December 31, 2022 (blended average metrics based on IHS Towers’ number of towers in each market as of December 31, 2022, including the commitment to deploy 5,800 towers in Egypt).
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Over the longer term, we also expect 5G technology to become more meaningful in these markets.
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To meet the anticipated telecommunications growth in our African markets, including Egypt and South Africa, which we entered in 2021 and 2022, respectively, it is expected that these markets will require over 31,000 new towers and over 53,000 new MNO points of presence over the period December 2022 to December 2027.
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We believe that our Latin America markets also provide exposure to growth and technology trends, It is estimated that these markets will require over 24,000 new towers and over 52,000 new MNO points of presence over the period from December 2022 to December 2027.
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As telecommunication networks in our markets evolve, we believe that there may also be increasing demand for other communications infrastructure, such as fiber connectivity and data centers. Significant Market Scale. We are the number one independent tower operator in seven of our eleven markets.
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As of December 31, 2022, we had an estimated 60% and 50% market share of independently owned or operated sites in Nigeria 63 Table of Contents and South Africa (Swiftnet is owned by Telkom South Africa and is therefore excluded from the calculation), respectively, which are two of the largest telecommunications markets in Africa by subscribers.
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In addition, we are the only independent tower operator of scale in five of our eleven markets and as of December 31, 2022, we are the largest independent tower operator in Africa, measured by tower count. As a leader in many of our markets, we benefit from operational efficiencies that help drive financial performance.
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We have strategically acquired multiple tower portfolios in each of our African markets and have selectively consolidated Towers, where we move Tenants from one Tower to another, to reduce costs.
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Follow-on transactions in new markets are an important element of our inorganic growth strategy, and we have reinforced our position in our markets, completing follow-on transactions in each of our African markets (excluding South Africa and Egypt), as well as Brazil and Colombia.
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We own or operate approximately 37% of all Towers (64% of independent Towers) in our combined African markets (excluding Egypt) as of December 31, 2022 and therefore benefit when MNOs invest in additional coverage and capacity, either on our existing sites or through the share of new sites we deliver in the market.
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We believe our scale and market position gives us a unique opportunity to increase our revenue per tower through Colocation and Lease Amendments as MNOs upgrade their networks from 2G and 3G to 4G and 5G. Substantial and Defensible Market Share.
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Given the size and scale of our business and our track record of growth and service to our customers, we believe we are well positioned to maintain or even grow our market share. Our market position is backed by long-term contracts that we have a history of successfully maintaining.
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For the period covering 2023, 2022 and 2021, we have added 16,863 Tenants, 18,620 Lease Amendments and constructed 3,861 New Sites. As of December 31, 2023, we have built over 10,000 New Sites since our inception. We continue to provide quality service and take a partnership approach with our customers in radio frequency planning.
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We also benefit from high barriers to entry in our industry, including the capital intensive nature of building new tower portfolios and, in certain instances, zoning rules that restrict Towers and masts from being built within a certain radius of each other.
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We believe these factors underpin the strength of our market leadership and position us to take advantage of opportunities in our markets. We have a proven business model with high quality revenue visibility that is backed by long-term, inflation-linked contracts. Proven business model coupled with recurring revenue and long-term contracts.
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We offer MNOs reliable services in exchange for monthly lease fees that are underpinned by long-term contracts, creating long-term revenue visibility.
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For MNOs, there are high costs and potential service interruptions associated with switching tower infrastructure and, historically, we have had a track record of successfully renegotiating and extending our contracts with MNOs, including with Key Customers in Nigeria in 2020, 2022 and 2024, and in Cameroon and Côte d’Ivoire in 2023.
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As of December 31, 2023, we had $10.6 billion of Contracted Revenue from our Key Customers, an average remaining lease term of 7.5 years and an average remaining length of our MLAs of 6.7 years.
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In many cases, our contracts also include limited customer termination rights, inflation-linked revenue escalators and power indexation clauses to mitigate against certain increases in diesel prices.
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In certain cases, our contracts also include provisions designed to mitigate foreign exchange risk, such as periodic reset mechanisms to adjust for local currency devaluations. ​ The majority of our revenue comes from MNOs that are subsidiaries of large, publicly listed multinational MNOs.
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Our Key Customers are primarily the country subsidiaries of publicly listed multinational MNOs such as MTN Group, Airtel Africa, Orange Group, Telecom Italia, Zain Group, America Movil, Telefonica, and Millicom. Structurally favorable unit economics.
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The limited competing infrastructure in the vicinity of our Towers helps enable strong demand from existing customers and positions our Towers as the preferred location for potential new demand. Time to market advantages for New Site construction, cost-to-build considerations and in some cases, regulatory restrictions create natural and high barriers to entry into our markets.
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We are able to achieve favorable unit economics through additional Tenants and Lease Amendments via Colocation that allow us to improve our margins and our return on invested capital. When we add additional Tenants via Colocation, we generally incur limited incremental costs and typically do not provide additional tenant discounts.
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We also have the ability to reduce certain of our costs per Tenant, which are mostly fixed, with the exception of power costs in our African and Middle East markets, which are variable.
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With a Colocation Rate of 1.49x across our portfolio as of December 31, 2023, our sites have the capacity to add additional Tenants before reaching a similar Colocation Rate as our older tower vintages. For example, as of December 31, 2023, our tower vintages up to 2012 had a Colocation Rate of 2.27x.
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We believe our success in leasing up and colocating on our older Towers is a strong indicator of our ability to lease-up, grow revenue and expand margins on our newer Towers. We have contractual protections against macroeconomic volatility.
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For the years ended December 31, 2023, 2022 and 2021, 49%, 52%, and 63%, respectively, of our revenue was linked to the U.S. dollar or euro. Most of our operating 64 Table of Contents costs are in local currency, and we have structured our contracts to provide protection against inflation and, in some cases, local currency devaluation.
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Our MLAs in our MENA and Latam segments have local currency lease fees with annual inflation linked escalators.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

182 edited+461 added−146 removed103 unchanged
These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
Subject to certain conditions, IHS Netherlands Holdco B.V. and the borrowers may voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders may agree).
Subject to certain conditions, IHS Netherlands Holdco B.V. and the borrowers may voluntarily prepay utilizations and/or permanently cancel all or part of the available commitments by giving five business days’ prior notice (or such shorter period as the majority lenders may agree).
Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate, or SOFR, the Chicago Mercantile Exchange (CME) Term SOFR, the European interbank offered rate, or EURIBOR, the Nigerian Monetary Policy Rate, or MPR, the Kuwait Interbank Offered Rate, or KIBOR, the Johannesburg Interbank Average Rate, or JIBAR, or the Brazilian interbank deposit rate, or CDI.
Outstanding balances and advances under certain of our existing credit facilities bear interest at rates which vary depending on certain underlying or reference rates, such as the Secured Overnight Financing Rate, or SOFR, the Chicago Mercantile Exchange (“ CME ”) Term SOFR, the European interbank offered rate, or EURIBOR, the Nigerian Monetary Policy Rate, or MPR, the Kuwait Interbank Offered Rate, or KIBOR, the Johannesburg Interbank Average Rate, or JIBAR, or the Brazilian interbank deposit rate, or CDI.
In addition to voluntary prepayments, the IHS Holding RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding RCF; and (ii) upon the occurrence of a change of control as defined in the IHS Holding RCF.
In addition to voluntary prepayments, the IHS Holding 2020 RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding 2020 RCF; and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2020 RCF.
As part of this review, we regularly explore opportunities in the global capital markets to try to optimize our funding profile and our mix of funding sources, as well as to try to ensure that we are well positioned to avail ourselves of any refinancing or other opportunities, including for our 2027 Notes and our other facilities.
As part of this review, we regularly explore opportunities in the global capital markets to try to optimize our funding profile and our mix of funding sources, as well as to try to ensure that we are well positioned to avail ourselves of any refinancing or other opportunities, including for our 2026 and 2027 Notes and our other facilities.
Savings will be achieved by connecting more sites to the electricity grid and via the deployment and integration of battery storage and solar panel solutions. In scope for the Carbon Reduction Roadmap are our operations in Cameroon, Côte d’Ivoire, Kuwait, Nigeria, Rwanda, and Zambia.
Savings will be achieved by connecting more sites to the electricity grid and via the deployment and integration of battery storage and solar panel solutions. In scope for the Carbon Reduction Roadmap are our operations in Cameroon, Côte d’Ivoire, Nigeria, Rwanda, and Zambia.
These contractual escalators are typically linked to the consumer price index, or CPI, of the country of operation and/or the United States, depending on the underlying currency denomination of the lease fee. Lease fee components priced in local currency typically have escalators linked to local CPI applied annually for the subsequent 12 months.
These contractual escalators are typically linked to the consumer price index, or CPI, of the country of operation and/or the United States, depending on the underlying currency denomination of the lease fee. Lease fee components priced in local currency typically have escalators linked to local CPI applied annually or semi-annually for the subsequent 12 months.
Finance income consists of interest income from bank deposits, realized and unrealized net foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments. (b) Revenue withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority.
Finance income consists of interest income from bank deposits, realized and unrealized net foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments. (b) Withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority.
Our operating segments are Nigeria, which comprises our operations in Nigeria; Sub Saharan Africa, or SSA, which comprises our operations in Cameroon, Côte d’Ivoire, Rwanda, South Africa and Zambia; Latin America, or Latam, which comprises our operations in Brazil, Colombia and Peru; and the Middle East and North Africa, or MENA, which comprises our operations in Kuwait and Egypt.
Our operating segments are Nigeria, which comprises our operations in Nigeria; Sub Saharan Africa, or SSA, which comprises our operations in Cameroon, Côte d’Ivoire, Rwanda, South Africa and Zambia; Latin America, or Latam, which comprises our operations in Brazil and Colombia; and the Middle East and North Africa, or MENA, which comprises our operations in Kuwait and Egypt.
A portion of Colocation arrangements for the rental of space on the towers, other assets on tower sites, on which the use of space is dependent, and the use of fixed copper and fiber network infrastructure dedicated to an individual customer is within the scope of IFRS 16 “Leases”.
A portion of Colocation arrangements for the rental of space on the towers, other assets on tower sites, on which the use of space is dependent, and the use of fixed copper and fiber network infrastructure dedicated to an individual customer is within the scope of IFRS 16.
Funds borrowed under the IHS Holding RCF can be applied towards general corporate purposes including, but not limited to, the financing of (a) New Site programs and (b) the repayment of indebtedness (including interest and fees on that indebtedness).
Funds borrowed under the IHS Holding 2020 RCF can be applied towards general corporate purposes including, but not limited to, the financing of (a) New Site programs and (b) the repayment of indebtedness (including interest and fees on that indebtedness).
The IHS Holding RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-outs).
The IHS Holding 2020 RCF contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge), in each case subject to certain agreed exceptions and materiality carve-outs).
Inorganic revenue captures the impact on revenue from existing Tenants of new tower portfolios or businesses that we have acquired since the beginning of the prior period (except as described above).
Inorganic revenue captures the impact on revenue from existing Tenants of new tower portfolios or businesses that we have acquired, or tower portfolios or businesses that we have disposed of, since the beginning of the prior period (except as described above).
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2023 that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2024 that are reasonably likely to have a material adverse effect on our revenue, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Liquidity and Capital Resources Overview We generally fund our operations, which include operating expenses and debt service requirements (principal and interest payments), through cash flow from operating activities.
LIQUIDITY AND CAPITAL RESOURCES We generally fund our operations, which include operating expenses and debt service requirements (principal and interest payments), through cash flow from operating activities.
These include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
The covenants include an interest cover ratio (the ratio of EBITDA for the relevant period to interest expense for the relevant period) and a leverage ratio (the ratio of net financial debt for the relevant period to EBITDA in respect of that relevant period) as financial covenants.
These overhead expenses primarily consist of administrative staff costs (including key management compensation), office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets and right of use assets where such assets are leased, net loss or gains from sale of assets, allowance for trade and other receivables and other sundry costs.
These overhead expenses primarily consist of administrative staff costs (including key management compensation), impairment of goodwill costs, office rent and related property expenses, insurance, travel costs, professional fees, depreciation and amortization of administrative assets and right-of-use assets where such assets are leased, net loss or gains from sale of assets, allowance for trade and other receivables and other sundry costs.
IHS Holding Limited Notes On November 29, 2021, IHS Holding Limited issued $500.0 million 5.625% Senior Notes due 2026 (the “2026 Notes”) and $500.0 million 6.250% Senior Notes due 2028 (the “2028 Notes”, and together with the 2026 Notes, the “IHS Holding Notes”), guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria Limited, IHS Towers NG Limited and INT Towers Limited.
IHS Holding 2021 Notes Issuance On November 29, 2021, IHS Holding Limited issued $500.0 million 5.625% Senior Notes due 2026 (the “2026 Notes” ) and $500.0 million 6.250% Senior Notes due 2028 (the “2028 Notes” , and together with the 2026 Notes, the “IHS Holding 2026/28 Notes” ), guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers Limited.
Cost of sales Cost of sales consists of power generation (including diesel costs), which after depreciation, is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right of use assets, impairment of property, plant and equipment, intangible assets excluding goodwill and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site related costs, such as security 98 Table of Contents services, regulatory permits and license costs, insurance, including for customer and network related assets.
Cost of sales Cost of sales consists of power generation (including diesel costs), which after depreciation, is our largest single cost item, ground lease rental, tower repairs and maintenance, depreciation and amortization in relation to sites and right-of-use assets, impairment of property, plant and equipment, intangible assets excluding goodwill and prepaid land rent, staff costs and other costs directly related to the provision of services to customers and other site related costs, such as security services, regulatory permits and license costs, insurance, including for customer and network related assets.
In the case of an acquisition of new tower portfolios or businesses, the impact of any incremental revenue after the date of acquisition from new Colocation and Lease Amendments or changes in pricing on the Towers acquired, including from contractual lease fee escalation and foreign exchange resets, is also captured within organic revenue.
In the case of an acquisition of new tower portfolios or businesses, the impact of any incremental revenue after the date of acquisition from new Colocation and Lease Amendments or changes in pricing on the Towers acquired, including from contractual lease fee escalation, foreign exchange resets and power indexation, is also captured within organic revenue.
E. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgements, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses.
E. Critical Accounting Estimates Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses.
(i) Corporate capital expenditures, which are non-discretionary in nature, consist primarily of routine spending on information technology infrastructure. (j) Excludes the cost of right-of-use assets resulting from leases accounted for under IFRS 16.
(h) Corporate capital expenditures, which are non-discretionary in nature, consist primarily of routine spending on information technology infrastructure. (i) Excludes the cost of right-of-use assets resulting from leases accounted for under IFRS 16.
(h) We incur capital expenditures in relation to the maintenance of our towers, which is non-discretionary in nature and required in order for us to optimally run our portfolio and to perform in line with our service level agreements with customers.
(g) We incur capital expenditures in relation to the maintenance of our towers, which is non-discretionary in nature and required in order for us to optimally run our portfolio and to perform in line with our service level agreements with customers.
We measure our return on invested capital by looking at Return Adjusted EBITDA for the period, which we define as Adjusted EBITDA further adjusted for lease payments made and amortization of prepaid site rent, less revenue withholding tax, income taxes paid, maintenance capital expenditures and routine capital expenditures, as a function of gross property, plant and equipment, gross intangibles and gross goodwill, as of the end of the period.
We measure our return on invested capital by looking at Return Adjusted EBITDA for the period, which we define as Adjusted EBITDA further adjusted for lease payments made and amortization of prepaid site rent, less withholding tax, income taxes paid, maintenance capital expenditures and corporate capital expenditures, as a function of gross property, plant and equipment, gross intangibles and gross goodwill, as of the end of the period.
As a holding company, our only source of cash to pay our obligations will be distributions with respect to our ownership interests in our subsidiaries or repayment of intercompany loans from (i) the net earnings and cash flow generated by these subsidiaries and (ii) any excess funds from the refinancing of operating company debt financings.
As a holding company, our only source of cash to pay our obligations will be distributions with respect to our ownership interests in our 106 Table of Contents subsidiaries or repayment of intercompany loans from (i) the net earnings and cash flow generated by these subsidiaries and (ii) any excess funds from the refinancing of operating company debt financings.
In addition, the notes may, during such periods, be redeemed at a redemption price equal to 100% of the principal amount plus a “make-whole” premium. On or after November 29, 2023, 2024 or 2025, the 2026 Notes may be redeemed (in whole 112 Table of Contents or in part) at a price of 102.81250%, 101.40625% and 100.00000%, respectively.
In addition, the notes may, during such periods, be redeemed at a redemption price equal to 100% of the principal amount plus a “make-whole” premium. On or after November 29, 2023, 2024 or 2025, the 2026 Notes may be redeemed (in whole or in part) at a price of 102.81250%, 101.40625% and 100.00000%, respectively.
IHS Holding (2020) Revolving Credit Facility IHS Holding Limited is party to a $300.0 million revolving credit facility agreement, originally entered into in March 2020 (as amended and/or restated from time to time, including pursuant to an amendment and restatement agreement entered into in June 2021 and November 2023) (the “IHS Holding RCF”) and entered into between, amongst others, IHS Holding Limited as borrower, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Towers NG Limited, IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., INT Towers Limited and IHS Nigeria as guarantors, Citibank Europe PLC, UK Branch as facility agent and certain financial institutions listed therein as original lenders.
IHS Holding (2020) Revolving Credit Facility IHS Holding Limited is party to a $300.0 million revolving credit facility agreement, originally entered into in March 2020 (as amended and/or as amended and restated from time to time, including pursuant to an amendment and restatement agreement entered into in June 2021 and November 2023) (the “IHS Holding 2020 RCF” ) and entered into between, amongst others, IHS Holding Limited as borrower, IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Towers NG Limited, IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., INT Towers Limited, IHS Nigeria and (since July 2024) INT Towers NG Finco 1 Plc as guarantors, Citibank Europe PLC, UK Branch as facility agent and certain financial institutions listed therein as original lenders.
In addition to voluntary prepayments, the IHS Holding 2022 Term Loan requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding 2022 Term Loan and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2022 Term Loan.
In addition to voluntary prepayments, the IHS Holding 2024 Dual-Tranche Term Loan requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances, including, but not limited to: (i) with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under the IHS Holding 2024 Dual-Tranche Term Loan and (ii) upon the occurrence of a change of control as defined in the IHS Holding 2024 Dual-Tranche Term Loan.
IHS Holding (2024) Term Facility IHS Holding Limited entered into a $270.0 million loan agreement on March 8, 2024 (as amended and/or restated from time to time, the “IHS Holding 2024 Term Facility”), between, amongst others, IHS Holding Limited as borrower and Standard Chartered Bank (Singapore) Limited as the original lender.
IHS Holding (2024) Term Loan IHS Holding Limited entered into a $270.0 million loan agreement on March 8, 2024 (as amended and/or restated from time to time, the “IHS Holding 2024 Term Loan” ), between, amongst others, IHS Holding Limited as borrower and Standard Chartered Bank (Singapore) Limited as the original lender.
Lease fee components priced in U.S. dollars typically have escalators linked to U.S. CPI applied annually for the subsequent 12 months. Our MLAs with certain customers are subject to fixed, capped or floored escalators. Our MLAs sometimes contain a portion of lease fees which are linked to power indexation metrics including diesel and electricity prices.
Lease fee components priced in U.S. dollars typically have escalators linked to U.S. CPI applied annually for the subsequent 12 months. Our MLAs with certain customers are subject to fixed, capped or floored escalators. Our MLAs may also contain a portion of lease fees which may be linked to power indexation metrics including diesel and electricity prices.
Depreciation of a tower is calculated using the straight-line method over an estimated useful life of 10 to 20 years. Depreciation of alarms, batteries and generators are also calculated using the straight-line method over a range of estimated useful lives between one and five years, depending on the equipment.
Depreciation 97 Table of Contents of a tower is calculated using the straight-line method over an estimated useful life of 10 to 20 years. Depreciation of alarms, batteries and generators are also calculated using the straight-line method over a range of estimated useful lives between one and five years, depending on the equipment.
If these actions are 95 Table of Contents not successful, the return of adverse economic conditions may cause a significant impact on our ability and the ability of our customers to raise capital, if needed, on a timely basis and on acceptable terms or at all.
If these actions are not successful, the return of adverse economic conditions may cause a significant impact on our ability and the ability of our customers to raise capital, if needed, on a timely basis and on acceptable terms or at all.
During the period between the date of the devaluation and the date of the reset, all of our revenue (i.e., both revenue that is contractually linked to the U.S. dollar and revenue that is contractually linked to local currency) would reflect the new, devalued foreign exchange rate.
During the period between the date of the devaluation and the date of the reset, all of our revenue (i.e., both revenue that is contractually linked to the U.S. dollar and revenue that is contractually linked to local currency) would reflect the new, devalued foreign exchange rate and is therefore lower for that period.
The information called for by this Item 5, including a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2022 has been reported previously in our Annual Report on Form 20-F filed on March 28, 2023 under the Section “Item 5. Operating and Financial Review and Prospects”.
The information called for by this Item 5, including a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2023 has been reported previously in our Annual Report on Form 20-F filed on March 11, 2024 under the Section “Item 5. Operating and Financial Review and Prospects”.
The IHS SA Facility is governed by South African law and funds borrowed under the facility were partly applied toward the payment of consideration owed pursuant to the MTN SA Acquisition. The undrawn portion can be applied toward capital expenditure and general corporate purposes and is available for up to 24 months from the signature date of the agreement.
The IHS SA Facility is governed by South African law and funds borrowed under the facility were partly applied toward the payment of consideration owed pursuant to the MTN SA Acquisition. The remaining funds can be applied toward capital expenditure and general corporate purposes and was available for up to 24 months from the signature date of the agreement.
Current and deferred tax is recognized on taxes that are regarded as taxes on corporate income under relevant IFRS accounting standards. This includes Nigerian education tax, which arises at the rate of 3.0% (2022: 2.5%) on taxable profits determined on a basis similar to income tax.
Current and deferred tax is recognized on taxes that are regarded as taxes on corporate income under relevant IFRS accounting standards. This includes Nigerian education tax, which arises at the rate of 3.0% (2023: 3.0%) on taxable profits determined on a basis similar to income tax.
The loan is guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Towers NG Limited, IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., INT Towers Limited and IHS Nigeria.
The loan was guaranteed by IHS Netherlands Holdco B.V., IHS Netherlands NG1 B.V., IHS Towers NG Limited, IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., INT Towers Limited and IHS Nigeria.
The Nigeria 2023 Term Loan is scheduled to terminate on the date falling 60 months from the date of the Nigeria 2023 Term Loan and is repayable in installments.
The Nigeria 2023 Term Loan is scheduled to terminate on the date falling 60 months from the date of the Nigeria 2023 Term Loan and is repayable in instalments.
We also provide infrastructure and services to a number of other communications service providers. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions, building a footprint that currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, South Africa, Zambia, Brazil, Peru, Colombia, Kuwait and Egypt.
We also provide infrastructure and services to a number of other communications service providers. Our success in establishing deep customer relationships and operational excellence has enabled us to grow both organically and through 22 transactions. Our footprint currently covers Nigeria, Côte d’Ivoire, Cameroon, Rwanda, South Africa, Zambia, Brazil and Colombia.
We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, enter carefully selected growth oriented markets with compelling underlying fundamentals.
We have a well-defined organic and inorganic expansion strategy designed to grow in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically entered into carefully selected growth-oriented markets with compelling underlying fundamentals.
The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the NAFEM window rate, for Group reporting purposes.
The Group uses the USD/NGN rate published by Bloomberg, which is approximately aligned to the NFEM window rate, for Group reporting purposes.
IHS South Africa Facility IHS Towers South Africa Proprietary Limited (“IHS SA”) entered into a ZAR 3,470.0 million (approximately $189.0 million) facility agreement originally in May 2022 (as amended and/or restated from time to time (the “IHS SA Facility”), with, amongst others, certain financial institutions listed therein as original lenders.
IHS South Africa Facility IHS Towers South Africa Proprietary Limited (“ IHS SA ”) entered into a ZAR 3,470.0 million (approximately $184.5 million) facility agreement originally in May 2022 (as amended and/or as amended and restated from time to time (the “IHS SA Facility” ), with, amongst others, certain financial institutions listed therein as original lenders.
The interest rate per annum applicable to loans made under the IHS Holding 2024 Term Facility is equal to Term SOFR, plus a margin (ranging from 4.50% to 7.00% per annum over the duration of the IHS Holding 2024 Term Facility), based on the relevant margin step-up date).
The interest rate per annum applicable to loans made under the IHS Holding 2024 Term Loan was equal to Term SOFR, plus a margin (ranging from 4.50% to 7.00% per annum over the duration of the IHS Holding 2024 Term Loan, based on the relevant margin step-up date).
The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%.
The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and were, at the time of signing subject to a cap of 24% and floor of 18%.
For instance, we expect to adopt a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, particularly in Nigeria given the significant recent depreciations of the Naira in June 2023 and January 2024.
For instance, we have adopted a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, particularly in Nigeria given the significant recent depreciations of the Naira in June 2023 and January 2024.
The Nigeria 2023 Term Loan was drawn down for an original principal amount of NGN 124.5 billion (which was approximately $136.6 million), and funds borrowed under the loan were applied towards, inter alia, refinancing certain indebtedness of INT Towers, IHS Nigeria, and general corporate and working capital purposes.
The Nigeria 2023 Term Loan was drawn down for an original principal amount of NGN 124.5 billion (approximately $80.5 million), and funds borrowed under the loan were applied towards, inter alia, refinancing certain indebtedness of INT Towers Limited, IHS Nigeria, and general corporate and working capital purposes.
The average cost to build a New Site in our African and Middle East markets is typically in the range of between $50,000 and $110,000, while in Latin America the cost is typically in the range of between $40,000 and $80,000 depending on the market of operation and specification of the tower.
The average cost to build a New Site in our African markets is typically in the range of between $50,000 and $100,000, while in Latin America the cost is typically in the range of between $40,000 and $80,000 depending on the market of operation and specification of the tower.
We define Adjusted EBITDA (including by segment) as profit/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, impairment of withholding tax receivables, business combination transaction costs, impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent on the decommissioning of sites, net (profit)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, listing costs and certain other items that management believes are not indicative of the core performance of our business.
We define Adjusted EBITDA (including by segment) as (loss)/income for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net impairment/(reversal of impairment) of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on sale of assets, share-based payment (credit)/expense, insurance claims, gain on disposal of subsidiary and certain other items that management believes are not indicative of the core performance of our business.
In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties. As of December 31, 2023, our owned and operated tower portfolio supported 59,727 Tenants, with a Colocation Rate of 1.49x. Our primary customers are the leading MNOs in each of our markets.
In certain strategic instances, we may also provide Managed Services, such as maintenance, security and power supply for Towers owned by third parties. As of December 31, 2024, our owned and operated tower portfolio supported 59,343 Tenants, with a Colocation Rate of 1.51x. Our primary customers are the leading MNOs in each of our markets.
Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Typically, the main incremental cost to deliver Colocation or Lease Amendments is $6,000 to $16,000 in augmentation capital expenditure.
Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Typically, the main incremental cost to deliver Colocation or Lease Amendments is $5,000 to $10,000 in augmentation capital expenditure.
The IHS Holding 2022 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs.
The IHS Holding 2024 Dual-Tranche Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs.
CIV (2023) Term Loan IHS Côte d’Ivoire S.A. entered into a facility agreement originally in December 2023 (as amended and/or restated from time to time) with, amongst others, certain financial institutions listed therein as original lenders, split into one tranche with a total commitment of €88.0 million (approximately $97.1 million) (the “CIV 2023 Euro Tranche”), and another tranche with a total commitment of XOF 11.2 billion (approximately $18.8 million) (the “CIV 2023 XOF Tranche” and, together with the CIV 2023 Euro Tranche, the “CIV 2023 Term Loan”).
CIV (2023) Term Loan IHS Côte d’Ivoire S.A. entered into a facility agreement originally in December 2023 (as amended and/or as amended and restated from time to time) with, amongst others, certain financial institutions listed therein as original lenders, split into one tranche with a total commitment of €88.0 million (approximately $91.6 million) (the “CIV 2023 Euro Tranche” ), and another tranche with a total commitment of XOF 11.2 billion (approximately $17.7 million) (the “CIV 2023 XOF Tranche” and, together with the CIV 2023 Euro Tranche, the “CIV 2023 Term Loan” ).
Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS. The most directly comparable IFRS measure to Adjusted EBITDA is our profit/(loss) for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies.
Adjusted EBITDA and Adjusted EBITDA Margin are not measures defined by IFRS Accounting Standards. The most directly comparable IFRS measure to Adjusted EBITDA is our (loss)/income for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies.
Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 780 million people in emerging markets, across three regions and eleven countries.
Overview We are one of the largest independent owners, operators and developers of shared communications infrastructure in the world, providing our customers, most of whom are leading MNOs, with critical infrastructure that facilitates mobile communications coverage and connectivity for approximately 644 million people in emerging markets, across two regions and eight countries.
Where tower portfolios or businesses were acquired during the current period under review, inorganic revenue is calculated as the revenue contribution from those acquisitions in their “at acquisition” state (measured as the local currency revenue generated during the first full month following the acquisition) in the current period. This treatment continues for 12 months following acquisition.
Where tower portfolios or businesses were acquired during the current period under review, inorganic revenue is calculated as the revenue contribution from those acquisitions in their “at acquisition” state (measured as the local currency revenue generated during the first full month following the acquisition) in the current period.
Nigeria (2023) Revolving Credit Facility IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers and IHS Holding Limited entered into an up to NGN 55.0 billion (approximately $60.3 million) revolving credit facility agreement in January 2023 (as amended and/or restated from time to time the “Nigeria 2023 RCF”), and between, amongst others, IHS Netherlands Holdco B.V. as holdco and guarantor; IHS Towers NG Limited and INT Towers as borrowers and guarantors; each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., and Nigeria Tower Interco B.V. as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.
Nigeria (2023) Revolving Credit Facility IHS Netherlands Holdco B.V., IHS Nigeria, IHS Towers NG Limited, INT Towers Limited and IHS Holding Limited entered into an up to NGN 55.0 billion (approximately $35.6 million) revolving credit facility agreement in January 2023 (as amended and/or as amended and restated from time to time the “Nigeria 2023 RCF” ), and between, amongst others, IHS Netherlands Holdco B.V. as guarantor; IHS Towers NG Limited and INT Towers Limited as borrowers and guarantors; each of IHS Holding Limited, IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V. and (since July 2024) INT Towers NG Finco 1 Plc as guarantors; Ecobank Nigeria Limited as agent and certain financial institutions listed therein as original lenders.
A portion of Colocation arrangements for the provision of services, energy charges and use of shared fixed copper and fiber network infrastructure is within the scope of IFRS 15 “Revenue from Contracts with Customers” as a provision of service.
A portion of Colocation arrangements for the provision of services, energy charges and use of shared fixed copper and fiber network infrastructure is within the scope of IFRS 15 Revenue from Contracts with Customers (“ IFRS 15 ”) as a provision of service.
I-Systems Facility I-Systems Soluções de Infraestrutura S.A. (“I-Systems”) entered into a BRL 200.0 million (approximately $41.2 million) credit agreement, originally in October 2022 (as amended and/or restated from time to time, the “I-Systems Facility”).
I-Systems Facility I-Systems Soluções de Infraestrutura S.A. (“ I-Systems ”) entered into a BRL 200.0 million (approximately $32.4 million) credit agreement, originally in October 2022 (as amended and/or as amended and restated from time to time, the “I-Systems Facility” ).
These letters of credit are utilized to fund capital and operational expenditure with suppliers. As of December 31, 2023, INT Towers Limited has utilized $219.4 million through funding under agreed letters of credit. These letters mature on March 31, 2024, and their interest rates range from 12.00% to 15.75%.
These letters of credit are utilized to fund capital and operational expenditure with suppliers. As of March 14, 2025, INT Towers Limited has utilized $4.8 million through funding under agreed letters of credit. These letters mature on March 31, 2025, and their interest rates range from 12.00% to 15.75%.
As a result, investors should not consider these performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS.
As a result, investors should not consider these 94 Table of Contents performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with IFRS Accounting Standards.
Our critical accounting estimates and judgements and sources of estimation uncertainty are described in note 3 to our audited consolidated financial statements, which are included elsewhere in this Annual Report. ​ 119 Table of Contents
Our critical accounting estimates and judgments and sources of estimation uncertainty are described in note 3 to our audited consolidated financial statements, which are included elsewhere in this Annual Report.
The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and is subject to a cap of 24% and floor of 18%.
The interest rate per annum is equal to 20% in the first year moving to a floating rate for the remainder of the term. This floating rate is defined by the Nigerian MPR plus a margin of 2.5% and were, at the time of signing, subject to a cap of 24% 112 Table of Contents and floor of 18%.
The first tranche of BRL 80.0 million (approximately $16.5 million was drawn down in February 2023 with an interest rate of CDI plus 2.45% (assuming a 252-day calculation basis), and the second tranche of BRL 120.0 million (approximately $24.7 million) was drawn down in March 2023 with an interest rate of CDI plus 2.50% (assuming a 252-day calculation basis).
The first tranche of BRL 80.0 million (approximately $13.0 million was drawn down in February 2023 with an interest rate of CDI plus 2.45% (assuming a 252-day calculation basis), and the second tranche of BRL 120.0 million (approximately $19.4 million) was drawn down in March 2023 with an interest rate of CDI plus 2.50% (assuming a 252-day calculation basis).
As of January 3, 2023, the total commitments available under the Nigeria 2023 RCF were NGN 44.0 billion (approximately $48.3 million), which were further increased in February 2023, by NGN 11.0 billion (approximately $12.1 million) to NGN 55.0 billion (approximately $60.3 million), pursuant to the facility increase clause contained within the loan agreement.
As of January 3, 2023, the total commitments available under the Nigeria 2023 RCF were NGN 44.0 billion (approximately $28.5 million), which were further increased in February 2023, by NGN 11.0 billion (approximately $7.1 million) to NGN 55.0 billion (approximately $35.6 million), pursuant to the facility increase clause contained within the loan agreement.
The amounts withheld may be recoverable through an offset against future corporate income tax liabilities in the relevant operating company. Revenue withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.
The amounts withheld may be recoverable in settlement of future corporate income tax liabilities in the relevant operating company. Withholding tax receivables are reviewed for recoverability at each reporting period end and impaired if not forecast to be recoverable.
Indebtedness Approximate U.S. dollar equivalent values for non-USD denominated facilities stated below are translated from the currency of the debt at the relevant exchange rates on December 31, 2023.
FINANCING ACTIVITIES FOR THE PERIOD Approximate U.S. dollar equivalent values for non-USD denominated facilities stated below are translated from the currency of the debt at the relevant exchange rates on December 31, 2024.
If we are unable to generate sufficient cash flow from operating activities in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the current interests of our existing shareholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.
If we are unable to generate sufficient cash flow from operating activities in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, it could result in the dilution of our existing shareholders. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.
The IHS Brasil Debentures contain customary information and financial covenants, including but not limited to the maintenance of specified net debt to EBITDA and interest cover ratios. They also contain customary negative covenants and restrictions including, but not limited to, dividends and other payments to shareholders, intercompany loans and capital reductions.
The I-Systems Debentures contain customary information and financial covenants, including but not limited to the maintenance of specified net debt to EBITDA. They also contain customary negative covenants and restrictions including, but not limited to, dividends and other payments to shareholders, intercompany loans and capital reductions.
As of January 3, 2023, the total commitments available under the Nigeria 2023 Term Loan were NGN 124.5 billion (approximately $136.6 million), which were increased in February 2023, by NGN 29.0 billion (approximately $31.8 million) and further increased in May 2023, by NGN 11.5 billion (approximately $12.6 million) pursuant to the facility increase clause contained within the loan agreement up to its total NGN 165.0 billion (approximately $181.0 million) capacity.
As of January 3, 2023, the total commitments available under the Nigeria 2023 Term Loan were NGN 124.5 billion (approximately $80.5 million), which were increased in February 2023, by NGN 29.0 billion (approximately $18.8 million) and further increased in May 2023, by NGN 11.5 billion (approximately $7.4 million) pursuant to the facility increase clause contained within the loan agreement up to its total NGN 165.0 billion (approximately $106.7 million) capacity.
MLAs with foreign exchange resets typically contain a mechanism for determining the foreign exchange rate for a set period at which the lease fee linked to the non-local currency (such as U.S. dollar) is translated into local currency and invoiced to the customer.
MLAs with foreign exchange resets typically contain a mechanism for determining the foreign exchange rate for a set period at which the lease fee linked to the non-local currency (such as U.S. dollar) is translated into local currency and invoiced to the customer. In such cases, the foreign exchange rate determined by this mechanism is reset monthly and quarterly.
As a result of the currency exchange rate fluctuations, particularly in regards to the Nigerian Naira, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses in order for us to remain competitive.
As a result of the currency exchange rate fluctuations, particularly in regard to the Nigerian Naira as described further above, our strategic and operational plans need to be continually reassessed to meet the challenges and needs of our businesses 93 Table of Contents in order for us to remain competitive.
While a number of the MLAs with our customers are deemed automatically renewed if not canceled by the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters.
While a number of the MLAs with our customers are deemed automatically renewed if the customer does not notify us of their intention to not renew before the stated expiration date, we regularly keep upcoming renewal or expiry dates under review, and engage in discussions with customers from time-to-time regarding such matters.
The IHS Holding 2024 Term Facility contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs.
The Nigeria 2023 Term Loan contains customary information undertakings, affirmative covenants and negative covenants (including, without limitation, a negative pledge) in each case, subject to certain agreed exceptions and materiality carve-outs.
The loss allowance is determined based on our policy for evaluating expected credit losses and any subsequent impairment taking into account historical loss rates, the available information on a customer’s financial position and forward-looking macroeconomic data. Other income Other income includes proceeds from insurance claims.
The loss allowance is determined based on our policy for evaluating expected credit losses and any subsequent impairment taking into account historical loss rates, the available information on a customer’s financial position and forward-looking macroeconomic data. Other income Other income includes proceeds from insurance claims and net gain on disposal. There were no business disposals in the prior years.
The proceeds from the issuance of the IHS Brasil Debentures were applied towards, inter alia, refinancing certain indebtedness of IHS Brasil - Cessão de Infraestruturas S.A. (including the IHS Brasil Facilities and the GTS Facility, as defined below) and general corporate and working capital purposes. IHS Brasil - Cessão de Infraestruturas S.A.
The proceeds from the issuance of the IHS 2023 Brasil Debentures were applied towards, inter alia, refinancing certain indebtedness of IHS Brasil — Cessão de Infraestruturas S.A. and general corporate and working capital purposes, and the proceeds of the IHS 2024 Brasil Debentures were applied towards general corporate purposes including working capital purposes.
(“Holdco BV”), issued a total of $510.0 million 7.125% Senior Notes due 2025 (the “2025 Notes”), and $940.0 million 8.0% Senior Notes due 2027 (the “2027 Notes”) guaranteed by IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers, and (since June 22, 2021) IHS Holding Limited.
(“ Holdco BV ”), issued a total of $940.0 million 8.0% Senior Notes due 2027 (the “2027 Notes” ) guaranteed by IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., Nigeria Tower Interco B.V., IHS Nigeria, IHS Towers NG Limited and INT Towers Limited, and (since June 22, 2021) IHS Holding Limited.
These letters of credit are utilized in order to fund capital and operational expenditure with suppliers. As of December 31, 2023, Global Independent Connect Limited has utilized $1.1 million through funding under agreed letters of credit. These letters mature on March 31, 2024, and their interest rates range from 13.25% to 15.49%.
These letters of credit are utilized to fund capital and operational expenditure with suppliers. As of March 14, 2025, Global Independent Connect Limited has utilized $0.1 million through funding under agreed letters of credit. These letters mature on March 31, 2025, and their interest rates range from 15.25% to 15.28%.
The IHS Holding RCF is denominated in U.S. dollars and is governed by English law. 110 Table of Contents IHS Holding (2022) Bullet Term Loan Facility IHS Holding Limited entered into a $600.0 million term loan agreement in October 2022 (as amended and/or restated from time to time, the “IHS Holding 2022 Term Loan”), between, amongst others, IHS Holding Limited as borrower, Citibank Europe plc, UK Branch as facility agent and certain financial institutions listed therein as original lenders.
IHS Holding (2022) Bullet Term Loan IHS Holding Limited entered into a $600.0 million term loan agreement in October 2022 (as amended and/or as amended and restated from time to time, the “IHS Holding 2022 Term Loan” ), between, amongst others, IHS Holding Limited as borrower, Citibank Europe plc, UK Branch as facility agent and certain financial institutions listed therein as original lenders.
The Zambia Facility is guaranteed by IHS Holding Limited, and was fully utilized as of March 2021.
The amounts payable under the Zambia Facility are guaranteed by IHS Holding Limited, and the Zambia Facility was fully utilized as of March 2021.
The interest rate per annum applicable to loans made under the IHS Holding 2022 Term Loan is equal to Term SOFR, a credit adjustment spread plus a margin of 3.75% per annum. IHS Holding Limited also pays certain other fees and costs, including fees for undrawn commitments and fees to the facility agent.
The interest rate under the IHS Holding 2020 RCF is equal to Term SOFR and a credit adjustment spread plus a margin of 3.00% per annum. IHS Holding Limited also pays certain other fees and costs, including fees for undrawn commitments, utilization and agent fees.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In the event of a change in control, notwithstanding any provision in the 2021 Omnibus Incentive Plan to the contrary, the Committee may, in its sole discretion, take any action with respect to all or any portion of a particular outstanding Award, including, but not limited to, the following, in each case, except as otherwise provide in a written agreement between the grantee and the Company: (i) if Awards are not converted, assumed, or replaced by a successor, the Awards will become fully exercisable and vested, with any performance conditions to become satisfied based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (ii) if the Award is assumed or replaced by a successor with a comparable award, then the new award must (a) provide the grantee with substantially equivalent terms and conditions; and (b) become fully vested and exercisable immediately upon an involuntary termination of the grantee’s employment or service, as applicable, by the Company without 124 Table of Contents cause within eighteen (18) months following the Change in Control, with any performance conditions to be converted based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (iii) settle Awards previously deferred; (iv) adjust, substitute, convert, settle and/or terminate outstanding Awards as the Committee, in its sole discretion, deems appropriate and consistent with the plan’s purposes; and (v) in the case of any Award with an exercise price that equals or exceeds the price paid for a share of ordinary shares in connection with the change in control, the Committee may cancel the Award without the payment of consideration therefor.
In the event of a change in control, notwithstanding any provision in the 2021 Omnibus Incentive Plan to the contrary, the Committee may, in its sole discretion, take any action with respect to all or any portion of a particular outstanding Award, including, but not limited to, the following, in each case, except as otherwise provide in a written agreement between the grantee and the Company: (i) if Awards are not converted, assumed, or replaced by a successor, the Awards will become fully exercisable and vested, with any performance conditions to become satisfied based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (ii) if the Award is assumed or replaced by a successor with a comparable award, then the new award must (a) provide the grantee with substantially equivalent terms and conditions; and (b) become fully vested and exercisable immediately upon an involuntary termination of the grantee’s employment or service, as applicable, by the Company without cause within eighteen (18) months following the Change in Control, with any performance conditions to be converted based on the achievement of an assumed level of performance (which may be actual, target or maximum performance), as determined by the Committee; (iii) settle Awards previously deferred; (iv) adjust, substitute, convert, settle and/or terminate outstanding Awards as the Committee, in its sole discretion, deems appropriate and consistent with the plan’s purposes; and (v) in the case of any Award with an exercise price that equals or exceeds the price paid for a share of ordinary shares in connection with the change in control, the Committee may cancel the Award without the payment of consideration therefor.
A Director whose term has expired may be reappointed in accordance with the terms of the Articles. At any annual general meeting where a resolution for the election of directors is proposed, a plurality of the votes cast shall be sufficient to elect a director.
A Director whose term has expired may be reappointed in accordance with the terms of the Articles. At any general meeting where a resolution for the election of directors is proposed, a plurality of the votes cast shall be sufficient to elect a director.
She serves as board committee chair and advisory board member of various investee companies, including Sendmarc Inc., where she has served on the board as a non-executive director since January 2023 and as Chair since November 2023. Prior to Atlantica Ventures, Ms.
She serves as board member and advisory board member of various investee companies, including Sendmarc Inc., where she has served on the board as a non-executive director since January 2023 and as Chair since November 2023. Prior to Atlantica Ventures, Ms.
He also currently serves as Chairman of Tullow Oil Plc and of the Johannesburg Stock Exchange, or the JSE. Mr. Nhleko also serves as a director of Engen, TBWA South Africa, and Phembani Remgro Infrastructure Fund Managers. Previously, he served on the boards of BP plc from 2011 to 2016 and Anglo American from 2011 to 2015.
He also currently serves as Chairman of Tullow Oil Plc and of the Johannesburg Stock Exchange, or the JSE. Mr. Nhleko also serves as a director of Engen, TBWA South Africa, and Pembani Remgro Infrastructure Fund Managers. Previously, he served on the boards of BP plc from 2011 to 2016 and Anglo American from 2011 to 2015.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of our board for services in all capacities to us or our subsidiaries for the year ended December 31, 2023, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our board.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of our board for services in all capacities to us or our subsidiaries for the year ended December 31, 2024, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of our board.
“Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.” Audit Committee The audit committee consists of Nicholas Land, Ursula Burns and Aniko Szigetvari.
“Risk Factors — Risks Relating to Ownership of our Ordinary Shares — As we are a “foreign private issuer” and follow certain home country corporate 122 Table of Contents governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.” Audit Committee The audit committee consists of Nicholas Land, Ursula Burns and Aniko Szigetvari.
In the year ended December 31, 2023, we did not set aside or accrue any amounts to provide pension, retirement or similar benefits to our executive officers and members of our board.
In the year ended December 31, 2024, we did not set aside or accrue any amounts to provide pension, retirement or similar benefits to our executive officers and members of our board.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and directors or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. C.
Insofar as indemnification of liabilities arising under the Securities Act may be permitted to executive officers and directors or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 121 Table of Contents C.
The audit committee assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements, and is responsible for, among other things: ● the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; 126 Table of Contents ● pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; ● evaluating the independent auditor ’ s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; ● reviewing and discussing with the board and the independent auditor our annual audited financial statements and any quarterly financial statements prior to the filing of the respective SEC reports; ● reviewing our compliance with laws and regulations; and ● approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
The audit committee assists the board in overseeing our accounting and financial reporting processes and the audits of our financial statements, and is responsible for, among other things: ● the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; ● pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services; ● evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board on at least an annual basis; ● reviewing and discussing with the board and the independent auditor our annual audited financial statements and any quarterly financial statements prior to the filing of the respective SEC reports; ● reviewing our compliance with laws and regulations; and ● approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy.
The objective of the risk management process at IHS Towers is to ensure that our board of directors and management are aware of the key risks that could threaten the achievement of business objectives and that appropriate mitigation plans are in place to avoid, eliminate, or minimize the impact of such risks, should they arise.
The objective of the risk management 124 Table of Contents process at IHS Towers is to ensure that our board of directors and management are aware of the key risks that could threaten the achievement of business objectives and that appropriate mitigation plans are in place to avoid, eliminate, or minimize the impact of such risks, should they arise.
Darwish previously served as Senior Vice President of IHS Towers and Chief Executive Officer of IHS Nigeria from November 2015 until December 2022. Prior to this, Mr. Darwish served as 120 Table of Contents the IHS Nigeria Deputy CEO from October 2014 to November 2015. Mr. Darwish has around 20 years of experience in the telecommunications sector. In addition, Mr.
Darwish previously served as Senior Vice President of IHS Towers and Chief Executive Officer of IHS Nigeria from November 2015 until December 2022. Prior to this, Mr. Darwish served as the IHS Nigeria Deputy CEO from October 2014 to November 2015. Mr. Darwish has around 20 years of experience in the telecommunications sector. In addition, Mr.
Nhleko previously served as Chief Executive of MTN Group from 2002 to 2011 and continued to serve as Non- 122 Table of Contents Executive Director and Chair of the MTN Group board from 2013 to 2019. Mr. Nhleko is currently Chairman of the Phembani Group (PTY) Ltd, a position he has held since 2011.
Nhleko previously served as Chief Executive of MTN Group from 2002 to 2011 and continued to serve as Non-Executive Director and Chair of the MTN Group board from 2013 to 2019. Mr. Nhleko is currently Chairman of the Phembani Group (PTY) Ltd, a position he has held since 2011.
Burns served as Chair of the President’s Export Council from 121 Table of Contents 2015 to 2016 after holding the position of Vice Chair from 2010 to 2015. In February 2022, Ms. Burns joined the Biden Administration’s U.S. Department of Commerce’s Advisory Council on Supply Chain Competitiveness. Ms.
Burns served as Chair of the President’s Export Council from 2015 to 2016 after holding the position of Vice Chair from 2010 to 2015. In February 2022, Ms. Burns joined the Biden Administration’s U.S. Department of Commerce’s Advisory Council on Supply Chain Competitiveness. Ms.
The Corporate Governance Guidelines are publicly available under the “Governance” section of our investor relations website at http://www. https://www.ihstowers.com/investors. The information on our website is not incorporated by reference into this Annual Report. D. Employees As of December 31, 2023, we had 2,988 employees.
The Corporate Governance Guidelines are publicly available under the “Governance” section of our investor relations website at http://www. https://www.ihstowers.com/investors. The information on our website is not incorporated by reference into this Annual Report. D. Employees As of December 31, 2024, we had 2,864 employees.
John Ellis (Jeb) Bush joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in August 2019. Mr. Bush has served as the President of Jeb Bush & Associates LLC since 2007, as the Chairman of Dock Square Capital since 2016, and as Chairman and Co-founder of Finback Investment Partners LLC since 2019. Mr.
John Ellis (Jeb) Bush joined the Board of Directors of IHS Holding Limited as a Non-Executive Independent Director in August 2019. Mr. Bush has served as the President of Jeb Bush & Associates LLC since 2007, and as Chairman and Co-founder of Finback Investment Partners LLC since 2019. Mr.
Executive Officer and Director Compensation The compensation for each of our executive officers is comprised of the following elements: base salary, bonus, and contractual benefits such as pension, allowances and, where legally obligated, end of service contributions.
Executive Officer and Director Compensation The compensation for each of our executive officers is comprised of the following elements: base salary, bonus, and contractual benefits such as pension, allowances and, end of service contributions.
Communications to our Board of Directors Shareholders and other interested parties may communicate directly with our independent directors by sending a written communication in an envelope addressed to: Board of Directors (Independent Directors), c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. 128 Table of Contents Shareholders and other interested parties may communicate directly with the full board of directors by sending a written communication in an envelope addressed to: Board of Directors, c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Communications to our Board of Directors Shareholders and other interested parties may communicate directly with our independent directors by sending a written communication in an envelope addressed to: Board of Directors (Independent Directors), c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Bush has served on the boards of directors of InnovAge Holding Corp. and Jackson Acquisition Company since 2021. Mr. Bush has also served as Chairman of the Foundation for Excellence in Education since 2007. Mr. Bush was previously a senior adviser for Barclays and a board member of Tenet Healthcare Corp. Mr.
Bush has served on the board of directors of InnovAge Holding Corp. since 2021. Mr. Bush has also served as Chairman of the Foundation for Excellence in Education since 2007. Mr. Bush was previously a senior adviser for Barclays and a board member of Tenet Healthcare Corp. Mr.
Each of our directors holds office until he or she resigns or is removed from office in accordance with our Articles. 125 Table of Contents Our board of directors has determined that eight Directors qualify as “independent” under the NYSE listing standards: John Ellis Bush, Ursula Burns, Frank Dangeard, Bashir El-Rufai, Nicholas Land, Maria Carolina Lacerda, Aniko Szigetvari and Phuthuma Nhleko.
Each of our directors holds office until he or she resigns or is removed from office in accordance with our Articles. Our board of directors has determined that eight Directors qualify as “independent” under the NYSE listing standards: John Ellis Bush, Ursula Burns, Frank Dangeard, Bashir El-Rufai, Nicholas Land, Maria Carolina Lacerda, Aniko Szigetvari and Phuthuma Nhleko. See Item 6.A.
She currently serves as a member of the boards of directors of Endeavor Group Holdings Inc., Uber Technologies Inc., and Teneo Holdings LLC, amongst others, and provides leadership counsel to several community, educational and non-profit organizations. Ms.
She currently serves as a member of the boards of directors of Endeavor Group Holdings Inc., Uber Technologies Inc., Teneo Holdings LLC and Taiwan Semiconductor Manufacturing Company Ltd., amongst others, and provides leadership counsel to several community, educational and non-profit organizations. Ms.
The nominations and corporate governance committee assists our board in identifying individuals qualified to become members of our board consistent with criteria established by our board and in developing our corporate governance principles and is responsible for, among other things: ● reviewing and evaluating the composition, function and duties of our board; ● reviewing our management succession planning; ● recommending nominees for selection to our board and its corresponding committees; ● making recommendations to the board as to determinations of director independence; ● leading the board in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively; and ● developing and recommending to the board our corporate governance guidelines and reviewing and reassessing the adequacy of such corporate governance guidelines and recommending any proposed changes to the board. 127 Table of Contents Health, Safety, Security and Environmental Committee The health, safety, security and environmental committee consists of Phuthuma Nhleko, Maria Carolina Lacerda and Frank Dangeard.
The nominations and corporate governance committee assists our board in identifying individuals qualified to become members of our board consistent with criteria established by our board and in developing our corporate governance principles and is responsible for, among other things: ● reviewing and evaluating the composition, function and duties of our board; ● reviewing our management succession planning; ● recommending nominees for selection to our board and its corresponding committees; ● making recommendations to the board as to determinations of director independence; ● leading the board in a self-evaluation, at least annually, to determine whether it and its committees are functioning effectively; and ● developing and recommending to the board our corporate governance guidelines and reviewing and reassessing the adequacy of such corporate governance guidelines and recommending any proposed changes to the board.
The 2021 Omnibus Incentive Plan is administered by our Board with respect to Awards to non-employee directors. Adjustments.
The 2021 Omnibus Incentive Plan is administered by our Board with respect to Awards to non-employee directors. 120 Table of Contents Adjustments.
For eight years she managed IFC’s TMT business, first as the Head of the Africa and Latin America TMT businesses, then including four years as Global Head of the TMT group from 2015 to 2019, leading investment and portfolio activities across all emerging markets. Prior to joining IFC, Ms. Szigetvari held roles at DHL, Kraft Foods and McKinsey & Company.
For eight years she managed IFC’s TMT business, first as the Head of the Africa and Latin America TMT businesses, then including four years as Global Head of the TMT group from 2015 to 2019, leading investment and portfolio activities across all emerging markets. Prior to joining IFC, Ms.
All shares reserved for issuance under the 2021 Omnibus Incentive Plan may be used for incentive stock options. As of December 31, 2023, there are subsisting conditional rights under the 2021 Omnibus Incentive Plan over up to 5,974,602 ordinary shares. Types of Awards.
All shares reserved for issuance under the 2021 Omnibus Incentive Plan may be used for incentive stock options. As of December 31, 2024, there are subsisting conditional rights under the 2021 Omnibus Incentive Plan over up to 9,214,904 ordinary shares. Types of Awards.
Lacerda has served as an independent member of the board of directors of BB Seguridade RI since April 2023, of PagBank PagSeguro since January 2023, of China Three Gorges Brasil since June 2022, of Rumo S.A. since May 2021, and of Hypera Pharma since October 2016. Ms.
Lacerda has served as an independent member of the board of directors of BB Seguridade RI since April 2023, of PagBank PagSeguro since January 2023, of Rumo S.A. since May 2021, of Hypera Pharma since October 2016 and of Vivara Participacoes S.A. since April 2024. Ms.
Dangeard currently serves as Chairman of the boards of Gen Digital (previously NortonLifelock) and NatWest Markets, the investment banking arm of NatWest Group, and as a non-executive director of the NatWest Group and the Competition and Markets Authority. Mr.
Dangeard currently serves as Chairman of the boards of Gen Digital (previously NortonLifelock), of NatWest Market plc and of NatWest Market N.V., and as a non-executive director of the NatWest Group and the Competition and Markets Authority. Mr.
The remuneration committee assists the board in determining CEO remuneration and is responsible for, among other things: ● identifying, reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer ’ s performance in light of these objectives and goals and, based upon that evaluation, setting the Chief Executive Officer ’ s compensation; ● reviewing and setting or making recommendations to the Board regarding compensation for our other executive officers; ● reviewing and setting or making recommendations to the Board regarding director compensation; and ● overseeing and administering our incentive compensation and equity incentive plans.
The remuneration committee assists the board in determining CEO remuneration and is responsible for, among other things: ● identifying, reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of these objectives and goals and, based upon that evaluation, setting the Chief Executive Officer’s compensation; ● reviewing and setting or making recommendations to the Board regarding compensation for our other executive officers; ● reviewing and setting or making recommendations to the Board regarding director compensation; and ● overseeing and administering our incentive compensation and equity incentive plans. 123 Table of Contents Nominations and Corporate Governance Committee The nominations and corporate governance committee consists of John Ellis Bush, Ursula Burns and Nicholas Land.
Appointment Rights Pursuant to our shareholders’ agreement with certain of our shareholders, certain of our shareholders were given rights to designate directors for nomination by our board of directors from time to time, based on a minimum shareholding level. Currently, Oranje-Nassau Développement S.C.A.
Szigetvari held roles at DHL, Kraft Foods and McKinsey & Company. 119 Table of Contents Appointment Rights Pursuant to our shareholders’ agreement with certain of our shareholders, certain of our shareholders were given rights to designate directors for nomination by our board of directors from time to time, based on a minimum shareholding level. Currently, Oranje-Nassau Développement S.C.A.
El-Rufai served as Training and Development Officer and later Assistant Production Manager at Kano State Oil & Allied Product Limited from 1977 to 1979, before joining Nigerian Cereals Processing Company Ltd as Group Marketing Manager from 1981 to 1983.
El-Rufai also serves on the boards of a number of our subsidiaries. Prior to joining IHS Nigeria, Mr. El-Rufai served as Training and Development Officer and later Assistant Production Manager at Kano State Oil & Allied Product Limited from 1977 to 1979, before joining Nigerian Cereals Processing Company Ltd as Group Marketing Manager from 1981 to 1983.
FIAR (“Wendel”) maintains the minimum beneficial ownership requirement to make such a designation for nomination under the shareholders’ agreement, and our current board member, Frank Dangeard, was initially appointed to our board pursuant to such designation right by Wendel. B.
FIAR (“ Wendel ”) maintains the minimum beneficial ownership requirement to make such a designation for nomination under the shareholders’ agreement, and our current board member, Frank Dangeard, was initially appointed to our board pursuant to such designation right by Wendel. Our Articles also contain certain director nomination rights, subject to certain thresholds and other requirements contained therein. B.
Lacerda previously served as a board member of Vibra Energia (formerly BR Distribuidora) between 2019 and 2022, and between 2012 and 2016 she served as a board member of ANBIMA ( Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais ) , CNF ( Confederação Nacional das Instituições Financeiras ) and the Listing Chamber at BM&FBovespa in Brazil. ​ Nicholas Land joined the Board of Directors of IHS Holding Limited in August 2019 as a Non-Executive Independent Director.
Lacerda previously served as an independent board member of China Three Gorges Brasil from June 2022 to December 2024, as a board member of Vibra Energia (formerly BR Distribuidora) between 2019 and 2022, and between 2012 and 2016 she served as a board member of ANBIMA (Associação Brasileira das Entidades dos Mercados Financeiros e de Capitais), CNF (Confederação Nacional das Instituições Financeiras) and the Listing Chamber at BM&FBovespa in Brazil.
William Saad is one of our co-founders and has served as Executive Vice President and Group Chief Operating Officer of IHS Towers since July 2012 and has 28 years’ experience in the telecommunications industry. Before co-founding the Company, Mr. Saad was the Operations Director at CELIA Motophone, a Nigerian GSM operator, from 1998 to 2001. Before joining CELIA, Mr.
William Saad is one of our co-founders and has served as Executive Vice President and Group Chief Operating Officer of IHS Towers since July 2012 and has 28 years’ experience in the telecommunications industry. Before co-founding the Group, Mr.
Synesael worked at Thomas Weisel Partners, focusing as a research associate from 2003 onwards covering communications infrastructure and telecom services. ​ Mustafa Tharoo has served as Executive Vice President and Group General Counsel of IHS Towers since 2012. Before joining the Company, Mr. Tharoo was a Consultant at ADEPT Chambers in Tanzania from 2009 to 2011. Previously, Mr.
Mustafa Tharoo has served as Executive Vice President and Group General Counsel of IHS Towers since 2012. Before joining the Group, Mr. Tharoo was a Consultant at ADEPT Chambers in Tanzania from 2009 to 2011. Previously, Mr.
Foreign Private Issuer Status We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our shares are listed on the NYSE.
“Directors and Senior Management” for information regarding the periods during which our directors have served on the board of directors. Foreign Private Issuer Status We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our shares are listed on the NYSE.
Howden has approximately 18 years of finance and corporate finance experience. Mr. Howden is a qualified Chartered Accountant. Ayotade Oyinlola has served as Executive Vice President and the Chief Human Resources Officer of IHS Towers since January 2023. Mr. Oyinlola previously served as Senior Vice President and Chief Human Resources Officer of IHS Towers from July 2015 until December 2022.
Ayotade Oyinlola has served as Executive Vice President and the Chief Human Resources Officer of IHS Towers since January 2023. Mr. Oyinlola previously served as Senior Vice President and Chief Human Resources Officer of IHS Towers from July 2015 until December 2022. Mr. Oyinlola brings over 20 years of human resources and telecommunications experience to the Group.
Mr. Land has served as the Deputy Chair of Thames Water Utilities Ltd since 2017 and as Chair of The Instant Group Ltd since 2019. Mr. Land has also been a member of the Board of Trustees of the Vodafone Group Foundation since 2008, serving as Chair from 2011.
Land also serves as a non-executive director of Thames Water Utilities Holdings Ltd. from June 2024 and of Thames Water Utilities Finance plc from May 2024. Mr. Land has also been a member of the Board of Trustees of the Vodafone Group Foundation since 2008, serving as Chair from 2011.
Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors, including their ages as of the date of this Annual Report: ​ ​ ​ ​ ​ ​ Name Age ​ Position Executive Officers ​ Sam Darwish 52 ​ Chairman, Group Chief Executive Officer and Director Mohamad Darwish 44 ​ Executive Vice President, IHS Nigeria Chief Executive Officer William Saad 52 ​ Executive Vice President, Group Chief Operating Officer Steve Howden 41 ​ Executive Vice President, Chief Financial Officer Ayotade Oyinlola 49 ​ Executive Vice President, Chief Human Resources Officer Colby Synesael ​ 45 ​ Executive Vice President, Communications Mustafa Tharoo 50 ​ Executive Vice President, Group General Counsel Directors ​ ​ Ursula Burns 65 ​ Director John Ellis Bush 71 ​ Director Frank Dangeard 66 ​ Director Bashir El-Rufai 70 ​ Director Maria Carolina Lacerda 51 ​ Director Nicholas Land 76 ​ Director Phuthuma Nhleko 63 ​ Director Aniko Szigetvari 54 ​ Director ​ ​ ​ ​ ​ ​ Unless otherwise indicated, the current business addresses for our executive officers and directors is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
None of the directors has any potential conflicts of interest between their duties to the Issuer and their private interests and/or their duties to third parties. ​ ​ ​ ​ ​ Name Age ​ Position Executive Officers ​ Sam Darwish 53 ​ Chairman, Group Chief Executive Officer and Director Mohamad Darwish 45 ​ Executive Vice President, IHS Nigeria Chief Executive Officer William Saad 53 ​ Executive Vice President, Group Chief Operating Officer Steve Howden 42 ​ Executive Vice President, Chief Financial Officer Ayotade Oyinlola 50 ​ Executive Vice President, Chief Human Resources Officer Mustafa Tharoo 51 ​ Executive Vice President, Group General Counsel Directors ​ ​ Ursula Burns 66 ​ Director John Ellis Bush 72 ​ Director Frank Dangeard 67 ​ Director Bashir El-Rufai 71 ​ Director Maria Carolina Lacerda 52 ​ Director Nicholas Land 77 ​ Director Phuthuma Nhleko 64 ​ Director Aniko Szigetvari 55 ​ Director ​ Unless otherwise stated, the current business addresses for our executive officers and directors is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Stephen (Steve) Howden has served as Executive Vice President and Chief Financial Officer of IHS Towers since April 2022. Mr. Howden previously served as Senior Vice President and Deputy Chief Financial Officer from June 2019 until March 2022. Since joining the Company in January 2013, Mr.
Howden previously served as Senior Vice President and Deputy Chief Financial Officer from June 2019 until March 2022. Since joining the Group in January 2013, Mr. Howden has also served as Group Head of M&A as well as a variety of other senior finance positions. Prior to joining IHS Towers, Mr.
Our Articles provide that a director may be removed by special resolution of the shareholders or for “cause” (as defined therein) by notice from not less than 75% of the directors then in office.
Our Articles provide that a director may be removed by an ordinary resolution of the shareholders (provided that no more than four directors in aggregate may be removed pursuant to that provision in any given period between annual general meetings as described in the Articles) or for “cause” (as defined therein) by notice from not less than 75% of the directors then in office.
He has also served as an adviser to the Board of Dentons UK EMEA LLP since 2007 and has been Chair of the Private Equity Reporting Group of the British Venture Capital Association since 2012. Mr. Land served on the board of Astro Lighting Holdings Ltd from 2017 to 2022. Mr.
Land served as Chair of The Instant Group Ltd from 2019 to 2024, as an adviser to the Board of Dentons UK EMEA LLP from 2007 to 2023, and on the board of Astro Lighting Holdings Ltd from 2017 to 2022. Mr.
In both countries we are subject to a National Collective Agreement of Trade, however this is issued at a country level and is not specific to us as a company. In addition, in Brazil (Latin America), all employees are represented by a union and covered by the same Collective Agreement, as determined by local legislation.
However, this is issued at a country level and is not specific to us as a company. In addition, in Brazil (Latin America), all permanent employees are covered by the same Collective Agreement, as determined by local legislation. We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. E.
Howden has also served as Group Head of M&A as well as a variety of other senior finance positions. Prior to joining IHS Towers, Mr. Howden was a member of the Ernst & Young M&A department from 2006 to 2013 and in the Corporate Restructuring team at Ernst & Young and Andersen prior to that. Mr.
Howden was a member of the Ernst & Young M&A department from 2006 to 2013 and in the Corporate Restructuring team at Ernst & Young and Andersen prior to that. Mr. Howden has approximately 18 years of finance and corporate finance experience. Mr. Howden is a qualified Chartered Accountant.
We do not currently maintain any deferred compensation, bonus or profit-sharing plan for the benefit of our executive officers; however, our executive officers are eligible to receive annual bonuses pursuant to the terms of their service agreements, and our executive officers received rights under the 2021 Omnibus Incentive Plan (as defined below) of up to 1,789,369 ordinary shares during the year ended December 31, 2023.
Our executive officers are eligible to receive performance and service related bonuses pursuant to the terms of their service agreements or otherwise as approved by the Board, and our executive officers received rights under the 2021 Omnibus Incentive Plan (as defined below) of up to 3,457,231 ordinary shares during the year ended December 31, 2024.
Phuthuma Nhleko serves as Chair of the committee.
John Ellis Bush serves as Chair of the committee.
Our board has determined that Nicholas Land, Ursula Burns and Aniko Szigetvari each satisfy the “independence” requirements set forth in Rule 10A 3 under the Exchange Act. The audit committee is governed by a charter that complies with NYSE listing standards.
Our board has determined that Nicholas Land, Ursula Burns and Aniko Szigetvari each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act, and that the simultaneous service by Ursula Burns on the audit committees of three other public companies would not impair her ability to serve on the audit committee.
Dangeard has previously served on the boards of RPX, Orange, Equant, Wanadoo, Eutelsat, SonaeCom, Arqiva and on the board of Telenor as Deputy Chairman and Acting Chairman. He has been a member of the Advisory Boards of the Harvard Business School and of Ecole des Hautes Etudes Commerciales, and was a founding board member of Bruegel, the European think-tank.
Dangeard has previously served on the boards of RPX, Orange, Equant, Wanadoo, Eutelsat, SonaeCom, Arqiva and on the board of Telenor as Deputy Chairman and Acting Chairman.
We have never experienced labor-related work stoppages or strikes and believe that our relations with our employees are satisfactory. E. Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” For information as to our equity incentive plans, see Item 6.B.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “Major Shareholders and Related Party Transactions—Major Shareholders.” For information as to our equity incentive plans, see Item 6.B. “Director, Senior Management and Employees—Compensation—Share Incentive Plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. ​
Share Incentive Plans Non-Employee Director Grants In connection with our IPO, certain non-employee directors received restricted stock unit grants over a total of 259,784 ordinary shares, of which 222,672 ordinary shares have been issued and rights over 37,112 ordinary shares remained subject to vesting as of December 31, 2023. 123 Table of Contents Long Term Incentive Plan Prior to the consummation of our IPO and adoption of the 2021 Omnibus Incentive Plan, we established a Long Term Incentive Plan, or LTIP, pursuant to which we granted options to purchase ordinary shares of IHS Holding Limited, to our executive officers, directors and other employees.
Share Incentive Plans Non-Employee Director Grants In connection with our IPO, certain non-employee directors received restricted stock unit grants over a total of 259,784 ordinary shares all of which have been issued and vested as of December 31, 2024. 2021 Omnibus Incentive Plan We adopted the IHS Holding Limited 2021 Omnibus Incentive Plan, or the 2021 Omnibus Incentive Plan, on September 30, 2021, and it became effective upon the approval of our shareholders on October 4, 2021, or the Effective Date.
Total amount of compensation paid and benefits in kind provided to our executive officers and members of our board for the year ended December 31, 2023 was $18,508,467.
Total amount of compensation paid and benefits in kind provided to our executive officers and members of our board for the year ended December 31, 2024 was $24,636,500. The company maintains a variety of retention schemes which can include deferred compensation subject to certain criteria being met in the future.
Mr. Oyinlola brings over 20 years of human resources and telecommunications experience to the Company. Prior to joining IHS Towers, Mr. Oyinlola served as Millicom Services UK Head of HR for Africa and Europe from 2013 to 2015.
Prior to joining IHS Towers, Mr. Oyinlola served as Millicom Services UK Head of HR for Africa and Europe from 2013 to 2015. He also served as Ericsson’s West Africa HR Director from 2011 to 2013 and Ericsson’s Sub-Sahara Africa Director for Learning and Development from 2009 to 2011. In addition, Mr.
Our Articles provide that directors are divided into three classes designated as Class I, Class II and Class III, respectively, and directors will generally be elected to serve staggered three year terms. ● Frank Dangeard and Phuthuma Nhleko serve as Class I Directors whose current term of office shall expire at the third annual general meeting of the Company in 2024. ● John Ellis Bush, Bashir El-Rufai and Nicholas Land serve as Class II Directors whose current term of office shall expire at the fourth annual general meeting of the Company in 2025. ● Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari serve as Class III Directors whose current term of office shall expire at the fifth annual general meeting of the Company in 2026.
Frank Dangeard and Phuthuma Nhleko, our current Class I Directors, John Ellis Bush, Bashir El-Rufai and Nicholas Land, our current Class II Directors, and Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari, our current Class III Directors, each have a current term that expires at our 2025 AGM.
Oyinlola is a Chartered Fellow of the Chartered Institute of Personnel and Development in the United Kingdom, and a member of the Chartered Institute of Personnel Managers in Nigeria. Colby Synesael has served as Executive Vice President of Communications of IHS Towers since January 2023. Mr.
Oyinlola has previously held several senior positions at Shell Petroleum, Bristow Helicopters Atlasco Technologies and Resourcery Limited. Mr. Oyinlola is a Chartered Fellow of the Chartered Institute of Personnel and Development in the United Kingdom, and a member of the Chartered Institute of Personnel Managers in Nigeria.
The table below sets out the number of employees, by geography, as of December 31, 2023: ​ ​ ​ ​ ​ As of Geography ​ December 31, 2023 Nigeria ​ 1,384 Côte d’Ivoire 172 Cameroon 145 Zambia 136 Rwanda 79 Kuwait 48 Latin America 515 South Africa ​ 127 Egypt ​ 11 Other 371 Total 2,988 ​ The table below sets out the number of employees, by category, as of December 31, 2023: ​ ​ ​ ​ ​ As of Department ​ December 31, 2023 Finance 368 Technical 1,623 Information Technology 176 Commercial 107 Legal 114 Human resources 182 Executive 41 Other ​ 377 Total 2,988 ​ As of December 31, 2023, we had engaged third-party contractors from over 2,719 suppliers, who performed various functions including in connection with site acquisition, construction, supply of equipment and spare parts, access management, security and preventative and corrective maintenance of sites, as well as power management, including the supply of diesel, for certain of our sites. 129 Table of Contents In Cameroon, we have 55 unionized employees, representing approximately 38% of our staff, while in Côte d’Ivoire, we have 51 unionized employees, who represent approximately 30% of employees.
The table below sets out the number of employees, by geography, as of December 31, 2024: ​ ​ ​ ​ As of Geography ​ December 31, 2024 Nigeria ​ 1,361 Côte d’Ivoire 170 Cameroon 158 Zambia 143 Rwanda 84 Latin America 500 South Africa ​ 128 Other 320 Total 2,864 125 Table of Contents ​ ​ The table below sets out the number of employees, by category, as of December 31, 2024: ​ ​ ​ ​ As of Department ​ December 31, 2024 Finance 344 Technical 1,569 Information Technology 151 Commercial 100 Legal 94 Human resources 124 Executive 52 Other ​ 430 Total 2,864 ​ ​ As of December 31, 2024, we had engaged 426 temporary employees in various departments, including human resources, legal and technical, who performed various functions in support of legal, compliance, operational efficiency, property management and maintenance across our sites.
Mallam Bashir Ahmad El-Rufai joined the Board of Directors of IHS Holding Limited in June 2013. Mr. El-Rufai also serves on the boards of a number of our subsidiaries. Prior to joining IHS Nigeria, Mr.
He has been a member of the Advisory Boards of the Harvard Business School and of Ecole des Hautes Etudes Commerciales, and was a founding board member of Bruegel, the European think-tank. 118 Table of Contents Mallam Bashir Ahmad El-Rufai joined the Board of Directors of IHS Holding Limited in June 2013. Mr.
Bryce Fort, a former Non-Executive Director, resigned from the Board of Directors of the Company effective August 9, 2023. William (Bill) Bates, our former Group Chief Strategy Officer, resigned from the Company effective September 30, 2023. ​ Executive Officers The following is a brief summary of the business experience of our executive officers.
Colby Synesael, our former Executive Vice President of Communications, resigned from the Company effective July 15, 2024. Executive Officers The following is a brief summary of the business experience of our executive officers. Sam Darwish is one of our co-founders, our Chairman and Group Chief Executive Officer. An engineer by education, Mr.
Saad served as project manager at Lintel SAL, an international GSM operator, from 1998 to 1999 and prior to that as OMC Network Administrator with Libancell SAL, the first Lebanese GSM operator, from 1995 to 1998. Mr. Saad also serves on the board of several private companies as well as the Lebanese-Nigerian Initiative, a non-profit organization.
Saad also serves on the board of several private companies as well as the Lebanese-Nigerian Initiative, a non-profit organization. 117 Table of Contents Stephen (Steve) Howden has served as Executive Vice President and Chief Financial Officer of IHS Towers since April 2022. Mr.
Removed
Item 6. Directors, Senior Management and Employees A.
Added
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management Executive Officers and Directors The following table presents information about our current executive officers and directors, including their ages as of the date of this Annual Report: ​ ​ 116 Table of Contents Executive Officers The executive officers and directors of the Issuer are set forth below.
Removed
Sam Darwish is one of our co-founders, our Chairman and Group Chief Executive Officer. An engineer by education, Mr. Darwish has over 25 years’ experience in the telecommunications industry. Before founding the Company in 2001, he served as the Deputy Managing Director of CELIA Motophone Ltd, a Nigerian GSM operator, from 1999 to 2000. Prior to that, Mr.
Added
Darwish has over 25 years’ experience in the telecommunications industry. Before founding the Group in 2001, he worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. In addition, Mr.
Removed
Darwish was Vice Chairman and Director of projects at Lintel, an international GSM developer, from 1998 to 1999. Mr. Darwish also served as Network Manager for Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, from 1994 to 1998. In addition, Mr.
Added
Saad worked in various technical and managerial capacities in multiple GSM operators including Libancell SAL, a Lebanese GSM operator, which is currently known as Touch, and Motophone in Nigeria. Mr.
Removed
He also served as Ericsson’s West Africa HR Director from 2011 to 2013 and Ericsson’s Sub-Sahara Africa Director for Learning and Development from 2009 to 2011. In addition, Mr. Oyinlola has previously held several senior positions at Shell Petroleum, Bristow Helicopters Atlasco Technologies and Resourcery Limited. Mr.
Added
Nicholas Land joined the Board of Directors of IHS Holding Limited in August 2019 as a Non-Executive Independent Director. Mr. Land has served as the Deputy Chair of Thames Water Utilities Ltd since 2017. Mr.
Removed
Synesael served as Senior Vice President of Communications of IHS Towers from when he joined the Company in March 2022 until December 2022. Mr. Synesael is responsible for IHS Towers’ corporate communications including investor relations and ESG reporting. Since Bill Bates’ resignation, Mr. Synesael has overseen the Company’s commercial and M&A functions in an interim capacity.
Added
He has also been Chair of the Private Equity Reporting Group of the British Venture Capital Association since 2012. Mr.
Removed
Prior to joining IHS Towers, Mr. Synesael spent twelve years as a managing director and senior research analyst specializing in the communications infrastructure (towers, data centers, fiber) and telecom services industries at Cowen, an investment bank.
Added
In accordance with our Articles, the Class I Directors, Class II Directors and the Class III Directors appointed at the 2025 AGM shall be elected for a term that shall expire at the next succeeding annual general meeting, following which, the board of directors shall no longer be classified and our directors shall thereafter be elected annually.
Removed
Prior to joining Cowen in March 2010, he was a senior research analyst at Kaufman Brothers and before that spent nearly three years at Merriman Curhan Ford. Between 2001 to January 2006 Mr.
Added
The audit committee is governed by a charter that complies with NYSE listing standards.
Removed
The LTIP was administered by our board of directors or a committee of our board of directors. The plan administrator selected the individuals who would receive awards under the plan, as well as the amount of the award to be granted to each individual, in each case consistent with the terms of the LTIP.
Added
Health, Safety, Security and Environmental Committee The health, safety, security and environmental committee consists of Phuthuma Nhleko, Maria Carolina Lacerda and Frank Dangeard. Phuthuma Nhleko serves as Chair of the committee.
Removed
As of December 31, 2023, conditional rights had vested over 21,765,849 ordinary shares.
Added
Shareholders and other interested parties may communicate directly with the full board of directors by sending a written communication in an envelope addressed to: Board of Directors, c/o General Counsel, Legal Department, IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom.
Removed
As of December 31, 2023, there were no remaining subsisting conditional rights under the LTIP. 2021 Omnibus Incentive Plan We adopted the IHS Holding Limited 2021 Omnibus Incentive Plan, or the 2021 Omnibus Incentive Plan, on September 30, 2021, and it became effective upon the approval of our shareholders on October 4, 2021, or the Effective Date.
Added
In Cameroon, we have 45 unionized employees, representing approximately 28% of employees in Cameroon, while in Cote d'Ivoire, we have 50 unionized employees, representing approximately 29% of employees in Cote d'Ivoire. In both countries, we are subject to a National Collective Agreement of Trade.
Removed
In January 2024, we entered into a settlement agreement with Wendel and agreed to certain changes to the Articles to be proposed for shareholders’ approval at the Company’s annual general meeting for fiscal year 2024 including, among other things, a proposed declassification of our Board in two phases, with periods extending through annual general meetings for fiscal years 2024 and 2025.
Removed
If the proposal is approved by shareholders, following the annual general meeting for fiscal year 2025, all directors will be elected on an annual basis. See Item 6.A. “Directors and Senior Management” for information regarding the periods during which our directors have served on the board of directors.
Removed
Nominations and Corporate Governance Committee The nominations and corporate governance committee consists of John Ellis Bush, Ursula Burns and Nicholas Land. John Ellis Bush serves as Chair of the committee.
Removed
“Director, Senior Management and Employees—Compensation—Share Incentive Plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. None. ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

22 edited+7 added−9 removed25 unchanged
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of February 15, 2024 through the exercise of any option, warrant or other right.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of February 14, 2024 through the exercise of any option, warrant or other right.
To our knowledge, other than as provided in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2021.
To our knowledge, other than as provided in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder since January 1, 2022.
The address for Korea Investment Corporation is 17F-18F State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 04631, South Korea. 131 Table of Contents (4) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, each of GIC Private Limited ( “ GIC PL ” ), GIC Special Investments Private Limited ( “ GIC SI ” ) and Warrington Investment Pte Ltd.
The address for Korea Investment Corporation is 17F-18F State Tower Namsan, 100 Toegye-ro, Jung-gu, Seoul, 04631, South Korea. (4) Based solely on a Schedule 13G filed with the SEC on February 15, 2022, each of GIC Private Limited ( “ GIC PL ” ), GIC Special Investments Private Limited ( “ GIC SI ” ) and Warrington Investment Pte Ltd.
For the avoidance of doubt, reference to such shares being Unblocked shall not alter any status of such shares as restricted securities (within the meaning of Rule 144 under the Securities Act) or other restrictions on transfer to which such shares may be subject by operation of law or regulation. “Wendel” refers to Oranje-Nassau Développement S.C.A.
For the avoidance of doubt, reference to such shares being Unblocked shall not alter any status of such shares as restricted securities (within the meaning of Rule 144 under the Securities Act) or other restrictions on transfer to which such shares may be subject by operation of law or regulation. “ Wendel ” refers to Oranje-Nassau Développement S.C.A.
We have entered into MLAs separately with each of the MTN Customers in our relevant countries of operation, that expire in December 2024 and 2029 in Nigeria, March 2033 in Cameroon, April 2033 in Côte d’Ivoire, March 2024 in Zambia, April 2024 in Rwanda and April 2032 in South Africa.
We have entered into MLAs separately with each of the MTN Customers in our relevant countries of operation, that expire in December 2032 in Nigeria, March 2033 in Cameroon, April 2033 in Côte d’Ivoire, March 2034 in Zambia, April 2034 in Rwanda and April 2034 in South Africa.
( “ Warrington ” ) may be deemed to beneficially own and have shared voting and dispositive power over 18,055,054 ordinary shares. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL.
( “ Warrington ” ) may be deemed to beneficially own and have shared voting and dispositive power over 18,055,054 ordinary shares. GIC SI is 128 Table of Contents wholly owned by GIC PL and is the private equity investment arm of GIC PL.
FIAR and Africa Telecom Towers S.C.S. 133 Table of Contents Registration Rights Agreement In connection with our IPO, we and certain of our shareholders entered into a registration rights agreement, or the Registration Rights Agreement. The Registration Rights Agreement entitles the Holders (as defined in the Registration Rights Agreement) to certain “demand” and “piggyback” registration rights as described below.
FIAR and Africa Telecom Towers S.C.S. Registration Rights Agreement In connection with our IPO, we and certain of our shareholders entered into a registration rights agreement, or the Registration Rights Agreement. The Registration Rights Agreement entitles the Holders (as defined in the Registration Rights Agreement) to certain “demand” and “piggyback” registration rights as described below.
Unless otherwise indicated below, the address for each beneficial owner listed is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. 130 Table of Contents For further information regarding material transactions between us and principal shareholders, see Item 7.B.
Unless otherwise indicated below, the address for each beneficial owner listed is c/o IHS Holding Limited, 1 Cathedral Piazza, 123 Victoria Street, London SW1E 5BP, United Kingdom. For further information regarding material transactions between us and principal shareholders, see Item 7.B.
Ordinary shares that a person has the right to acquire within 60 days of February 15, 2024 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group.
Ordinary shares that a person has the right to acquire within 60 days of February 14, 2025 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group.
Consent Rights For so long as the Locked-up Shareholders beneficially own, directly or indirectly, in aggregate, 20% or more of our issued shares, the approval of a resolution passed by a simple majority of the votes cast by the holders of our ordinary shares at a duly convened general assembly (and including the votes of Locked-up Shareholders collectively holding at least 20% or more our issued shares) is required for us to take certain actions, including: (a) entry into or material revisions of certain equity compensation plans; (b) the issuance of shares, or securities convertible into or exchangeable for shares, above certain thresholds; and (c) the issuance of shares, or securities convertible into or exchangeable for shares, to directors, officers and the beneficial owners of more than 5% of our shares above certain thresholds.
Consent Rights For so long as the Locked-up Shareholders beneficially own, directly or indirectly, in aggregate, 20% or more of our issued shares, the approval of a resolution passed by a simple majority of the votes cast by the holders of our ordinary shares at a duly convened general assembly (and including the votes of Locked-up Shareholders collectively holding at least 20% or more our issued shares) is required for us to take certain actions, including: (a) entry into or material revisions of certain equity compensation plans; (b) the issuance of shares, or securities convertible into or exchangeable for shares, above certain thresholds; and (c) the issuance of shares, or securities convertible into or exchangeable for shares, to directors, officers and the beneficial owners of more than 5% of our shares above certain thresholds. 129 Table of Contents Shareholder Meetings Any two or more Locked-up Shareholders together holding at least 25% in aggregate of our issued shares are entitled to request additional business be included in the agenda for any general meeting.
Indemnification agreements We entered into indemnification agreements with our executive officers and directors. Our Articles provide for us to indemnify our directors and officers from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s dishonesty, willful default or fraud. See Item 6.B.
Our Articles provide for us to indemnify our directors and officers from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or officer’s dishonesty, willful default or fraud. See Item 6.B. “Director, Senior Management and Employees—Compensation — Indemnification” for a description of these indemnification agreements.
“Director, Senior Management and Employees—Compensation — Share Incentive Plans — Long Term Incentive Plan.” Director Designation Our shareholders party to the Shareholders’ Agreement (and any person who received Subject Shares transferred in compliance with the Shareholders’ Agreement and was thereafter required to comply with the sell-down arrangements contained in the Shareholders’ Agreement) are collectively referred to as the Locked-up Shareholders.
Director Designation Our shareholders party to the Shareholders’ Agreement (and any person who received Subject Shares transferred in compliance with the Shareholders’ Agreement and was thereafter required to comply with the sell-down arrangements contained in the Shareholders’ Agreement) are collectively referred to as the Locked-up Shareholders.
(5) Includes 1,047,404 ordinary shares owned by African Tower Investment Limited over which Mr. El-Rufai has beneficial ownership. The address for Mr. El-Rufai is c/o IHS GCC Limited, Unit 802, Level 8, The Exchange, Dubai International Financial Centre, P.O. Box 506528, Dubai, United Arab Emirates.
(5) Indicates ownership as of July 15, 2024, the effective date of Mr. Synesael ’ s resignation from the Company. (6) Includes 1,047,404 ordinary shares owned by African Tower Investment Limited over which Mr. El-Rufai has beneficial ownership. The address for Mr. El-Rufai is c/o IHS GCC Limited, Unit 802, Level 8, The Exchange, Dubai International Financial Centre, P.O.
As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. To our knowledge, as of February 29, 2024, we had 130,671,663 ordinary shares held by eight US resident shareholders of record.
Box 506528, Dubai, United Arab Emirates. As a number of our shares are held in book-entry form, we are not aware of the identity of all our shareholders. To our knowledge, as of February 28, 2025, we had 158, 767, 654 ordinary shares held by six US resident shareholders of record.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our ordinary shares as of February 15, 2024 by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our ordinary shares as of February 14, 2025 by: ● each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. 126 Table of Contents The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
“Post Greenshoe Shares” refers to a number equal to the sum of all of the Locked-up Shareholder’s Post Greenshoe Shares held by all Locked-up Shareholders. “Unblocked” refers to actions taken by us with respect to shares such that our registrar will no longer prevent such Shares from being registered on the public trading system.
“ Unblocked ” refers to actions taken by us with respect to shares such that our registrar will no longer prevent such Shares from being registered on the public trading system.
“Major Shareholders and Related Party Transactions—Related Party Transactions.” ​ ​ ​ ​ ​ ​ ​ Name of beneficial owner Number % ​ 5% or Greater Shareholders ​ ​ ​ ​ ​ Mobile Telephone Networks (Netherlands) B.V.(1) ​ 85,176,719 ​ 25.6 % Entities affiliated with Wendel(2) ​ 62,975,396 ​ 18.9 % Korea Investment Corporation(3) ​ 21,666,802 ​ 6.5 % Warrington Investment Pte Ltd(4) ​ 18,055,054 ​ 5.4 % Executive Officers and Directors ​ ​ ​ ​ ​ Sam Darwish ​ 12,787,788 ​ 3.8 % Mohamad Darwish ​ 1,780,759 ​ * ​ William Saad ​ 3,504,767 ​ 1.1 % William Bates ​ 19,984 ​ * ​ Steve Howden ​ 174,426 ​ * ​ Ayotade Oyinlola ​ 154,029 ​ * ​ Colby Synesael ​ 162,987 ​ * ​ Mustafa Tharoo ​ 484,003 ​ * ​ Ursula Burns ​ 37,112 ​ * ​ John Ellis Bush ​ 18,556 ​ * ​ Frank Dangeard ​ - ​ * ​ Bashir El-Rufai(5) ​ 1,075,238 ​ * ​ Bryce Fort ​ - ​ * ​ Maria Carolina Lacerda ​ 27,834 ​ * ​ Nicholas Land ​ 37,112 ​ * ​ Phuthuma Nhleko ​ 27,834 ​ * ​ Aniko Szigetvari ​ 27,834 ​ * ​ All executive officers and board members as a group (17 persons) ​ 20,320,263 ​ 6.1 % ​ * Indicates beneficial ownership of less than 1% of the total issued and outstanding ordinary shares.
(1) ​ 85,176,719 ​ 25.5 % Entities affiliated with Wendel (2) ​ 62,975,396 ​ 18.9 % Korea Investment Corporation (3) ​ 21,666,802 ​ 6.5 % Warrington Investment Pte Ltd (4) ​ 18,055,054 ​ 5.4 % Executive Officers and Directors ​ ​ ​ ​ ​ Sam Darwish ​ 12,921,750 ​ 3.9 % Mohamad Darwish ​ 1,922,002 ​ * ​ William Saad ​ 3,740,602 ​ 1.1 % Steve Howden ​ 400,091 ​ * ​ Ayotade Oyinlola ​ 290,090 ​ * ​ Colby Synesael (5) ​ 195,347 ​ * ​ Mustafa Tharoo ​ 640,051 ​ * ​ Ursula Burns ​ 37,112 ​ * ​ John Ellis Bush ​ 118,556 ​ * ​ Frank Dangeard ​ - ​ * ​ Bashir El-Rufai (6) ​ 1,084,516 ​ * ​ Maria Carolina Lacerda ​ 37,112 ​ * ​ Nicholas Land ​ 37,112 ​ * ​ Phuthuma Nhleko ​ 37,112 ​ * ​ Aniko Szigetvari ​ 37,112 ​ * ​ All executive officers and board members as a group (15 persons) ​ 21,498,565 ​ 6.4 % ​ * Indicates beneficial ownership of less than 1% of the total issued and outstanding ordinary shares.
Related Party Transactions The following is a description of related party transactions since January 1, 2023. Shareholders’ Agreement In connection with our IPO, we and certain of our shareholders entered into a shareholders’ agreement, or the Shareholders’ Agreement.
Shareholders’ Agreement In connection with our IPO, we and certain of our shareholders entered into a shareholders’ agreement (the “ Shareholders’ Agreement ”).
The total fees paid to Teneo Strategy for the year ended December 31, 2023 were $750,000. Sublease of Office Space During the year ended December 31, 2023, we entered into an agreement to sub-lease office space from a subsidiary company of Wendel Group. Under the sub-lease agreement, we paid rent and utilities amounting to $366,896.
Ursula Burns, one of our directors, is the Chairwoman of the Board of Teneo Worldwide, LLC. The total fees paid to Teneo for the year ended December 31, 2024 were $2,309,009. ​ Sublease of Office Space During the year ended December 31, 2023, we entered into an agreement to sub-lease office space from a subsidiary company of Wendel Group.
In addition to the MLAs, we also enter into SLAs from time to time with the MTN Customers. The MTN Customers accounted for 46%, 3%, 3%, 1%, 1% and 6% of our revenue for the year ended December 31, 2023.
In addition to the MLAs, we also enter into SLAs from time to time with the MTN Customers.
“Director, Senior Management and Employees—Compensation — Indemnification” for a description of these indemnification agreements. 134 Table of Contents Related party transaction policy Our board of directors has adopted a written related party transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions.
Related party transaction policy Our board of directors has adopted a written related party transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers related party transactions that may be required to be reported under the disclosure rules applicable to us. C.
Teneo Strategy LLC During the year ended December 31, 2023, we entered into an arm’s length agreement for the provision of consulting services from Teneo Strategy LLC (“Teneo Strategy”). Ms Ursula Burns, a Non-Executive Director, is the Chairwoman of the Board of Teneo Worldwide, LLC.
The MTN Customers accounted for 46%, 4%, 4%, 1%, 2% and 5% of our revenue for the year ended December 31, 2024, respectively. ​ 130 Table of Contents Teneo During the year ended December 31, 2023, we entered into an arm’s length agreement for the provision of consulting services from Teneo. Ms.
Removed
The number of ordinary shares beneficially owned by each entity, person, executive officer or director is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Added
“Major Shareholders and Related Party Transactions—Related Party Transactions.” ​ ​ 127 Table of Contents ​ ​ ​ ​ ​ ​ ​ Name of beneficial owner Number % ​ 5% or Greater Shareholders ​ ​ ​ ​ ​ Mobile Telephone Networks (Netherlands) B.V.
Removed
The Shareholders’ Agreement also set out certain restrictions on our shareholders’ ability to sell or otherwise transfer their respective shares, although as of December 31, 2023, no lock-up restrictions remain under our Shareholders’ Agreement, as described below.
Added
Related Party Transactions The following is a description of related party transactions since January 1, 2024, other than equity and other compensation, termination, change in control and other arrangements with our key management personnel and close members of such individuals’ families, which are described under Item 6.D. “Directors, Senior Management and Employees – Compensation”.
Removed
Shareholder Lock-Up Our shareholders party to the Shareholders’ Agreement and any Locked-up Transferees, which we collectively refer to as the Locked-up Shareholders, were prohibited from selling any shares owned directly or indirectly by them immediately prior to our IPO, or the Subject Shares, for a period of up to 30 months after October 13, 2021, ending on April 13, 2024, or the Lock-up Period, other than as described below and subject to a number of exceptions set out in the Shareholders’ Agreement.
Added
As used in this section: “ Management Shareholders ” refers to certain members of management. “ Post Greenshoe Shares ” refers to a number equal to the sum of all of the Locked-up Shareholder’s Post Greenshoe Shares held by all Locked-up Shareholders.
Removed
The Subject Shares that remained locked-up became sellable in the following tranches: (a) during the period commencing on October 14, 2023 and April 13, 2024, an additional 20% of the Post Greenshoe Shares, or the Block D Shares, will be Unblocked, and each Locked-up Shareholder may sell its pro rata share (as calculated in accordance with the Shareholders ’ Agreement) of the Block D Shares (as well as the Block A Shares, the Block B Shares and the Block C Shares) without restriction under the Shareholders ’ Agreement subject to compliance with securities law; and 132 Table of Contents (b) any time after the expiry of the Lock-up Period, any remaining Subject Shares may be sold without restriction under the Shareholders ’ Agreement subject to compliance with securities law.
Added
The sub-lease agreement was terminated on May 31, 2024.
Removed
Any Subject Shares held by a Locked-up Shareholder holding Subject Shares representing less than 2% of our total issued shares were also able to be sold without restriction under the Shareholders’ Agreement subject to compliance with securities law at any time as of October 14, 2023.
Added
Under the sub-lease agreement, the Group paid rent and utilities for the year ended December 31, 2024 amounting to $134,631 and was refunded the deposit previous paid of $195,298. ​ K2022644716 (South Africa) Proprietary Limited ​ In December 2024, the Group received clearance from the Competition Commission of South Africa for the subscription of 30% of the shares in IHS South Africa Holding Proprietary Limited by SA Tower Holdings Pty Limited (“ SATH ”), a consortium of B-BBEE parties, and the transaction completed in January 2025.
Removed
The Shareholders’ Agreement also contained provisions that permitted a sub-committee of our board of directors to waive or shorten the restrictions described above. Our board exercised its right to move forward the release of the final blocks of locked-up shares from April 2024 to October 2023, and as of December 31, 2023, no lock-up restrictions remain under our Shareholders’ Agreement.
Added
The completion of this transaction satisfies one of the conditions set by the Competition Commission of South Africa, to achieve and maintain certain B-BBEE contributor levels. Capgro Trust, a family trust for the Phuthuma Nhleko family, is the sole shareholder of K2022644716 (South Africa) Proprietary Limited, which holds a 45% stake in SATH. Mr.
Removed
Management Shareholders As of December 31, 2023, Management Shareholders have received 19,303,113 ordinary shares pursuant to the terms of the LTIP, as further described in Item 6.B.
Added
Phuthuma Nhleko, one of our directors, serves as a trustee of the Capgro Trust. ​ Indemnification agreements We entered into indemnification agreements with our executive officers and directors.
Removed
Shareholder Meetings Any two or more Locked-up Shareholders together holding at least 25% in aggregate of our issued shares are entitled to request additional business be included in the agenda for any general meeting. As used in this section: “Management Shareholders” refers to certain members of management.
Removed
This policy covers related party transactions that may be required to be reported under the disclosure rules applicable to us. C. Interests of Experts and Counsel Not applicable.

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