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Egypt Cairo
Rating Table:
Current
Rating
Previous
Rating*
A+
A-
Stable
Stable
Category
Rating Outlook
Risks/Weaknesses
3 Yrs
Average*
FY 11
FY10
FY09
15.4
AROA %
7.1
(1.0)
8.9
AROE %
31.9
(5.0)
34.7
74.2
2,319.3
1,113.6
2,515.3
3,329.0
EBIT
EBIT Margin %
EBITDA
EBITDA Margin %
22.4
11.4
24.1
30.8
4,386.9
3,438.4
4,486.3
5,236.1
42.4
35.2
42.9
48.5
3 Yrs
Average*
FY11
FY10
FY09
Turnover
10,399.2
9,768.0
10,450.1
10,799.6
Total Assets
15,598.5
16,776.7
16,427.7
14,671.2
Debt/EBITDA(x)
1.5
2.4
1.6
1.0
EBITDA/Interest
Ex. (x)
6.0
4.1
7.1
7.2
MERIS Analysis
June 2012
Rating Outlook
The stable outlook balances Mobinils pressured operational and financial performance over the short- to medium-term
due to the heightened market competitiveness and unstable macroeconomic and political environment in Egypt with
the prospects for moderate improvement in the companys market and financial position in view of the management
teams shift towards a more value oriented strategy and a rather conservative dividend policy to ensure higher financial
flexibility.
MERIS Analysis
June 2012
Company Profile
The Egyptian Company for Mobile Services (ECMS) is a leading wireless telecom service provider in Egypt. ECMS
operates under the brand name Mobinil and has 32.6mn subscribers as of March 2012 (32.9mn as of December
2011), which translates into a market share of approximately 34%. Its network of 5299 sites at the end of 2011 and 34
switches currently covers most of the urban areas in Egypt, or 99.66% of the population.
ECMS was initially established in November 1997 by the state-owned Arab Republic of Egypt National
Telecommunication Organization (ARENTO), which was succeeded by Telecom Egypt. The company commenced its
operations in May 1998, when all the mobile-related assets of TE were sold off to Mobinil Telecommunications, a
consortium comprised of one local and two international telecom giants, Orascom Telecom Holding (OTH) France
Telecom (FT), and Motorola. Going forward, the company was owned by two of its founding shareholders OTH and
FT/Orange Group, with direct and indirect ownership of 34.6% and 36.4% respectively. The remaining 29% of the
shares represented free float. OTH name was changed to Orascom Telecom Media Technology (OTMT) in light of the
acquisition of VimpelCom Ltd. In a recent action, FT acquired additional stake in Mobinil, ultimately gaining majority
control of the company with a total shareholding of roughly 94%. As a result, OTMTs share was reduced to only 5%
and the balance represents free float.
MERIS Analysis
June 2012
As part of its value oriented strategy, management is planning to expand rapidly on the data/broadband front, taking
into account the low penetration rate, which offers high growth opportunities. In this regard, Mobinil will capitalize on
its fully owned subsidiary Link Dot Net, which was acquired in 2H10.
Mobinil offers a diversified product mix covering both the corporate and retail market segments. With regard to the
retail segment it pursues a dual strategy, targeting both the lower and higher ends of the market. Staying close to the
customers, understanding their needs and creating the right products to address the clients different needs is at the
core of Mobinils commercial strategy. Voice telephony is the main revenue stream for the company, but following the
recent rollout of the 3G network, it also provides other services such as mobile broadband. Going forward, the
company will continue expanding in value-added service, such as internet broadband and mobile banking to
compensate for the expected decline in the voice business.
In terms of business model, Mobinil is a national wireless operator with a focus on growing its operations organically
and with no appetite for regional or international expansion. In general, MERIS views a mobile only operation as a less
robust business model than a fully integrated telecom. Integrated players have sounder platforms for adopting a range
of new products and benefit from the diversity of their business risks. Nevertheless, pursuing an integrated business
model in Egypt is currently not an option for the wireless operators, as long as Telecom Egypt remains the sole
provider of fixed-line services. The auction of a second fixed-line operator license has been postponed a number of
times by the government, and will probably not materialize any time soon in view of the difficult economic and political
nd
situation. Furthermore, the wireless mobile operators in the country are prohibited from participating in the 2 fixed
line auction, although their shareholders are not subject to the same restrictions.
On the international gateway front, Mobinil and Vodafone are still negotiating the proposed terms and conditions with
the regulator. The cost of the license provided to Etisalat Egypt in 2007 was equal to EGP100/active subscriber
totaling more than EGP 100mn at that time. Furthermore, there is a one-time payment of EGP20 per every new
subscriber, in addition to a maximum of 6% of associated revenues. The total consideration is not clear yet, as it is
subject to the on-going negotiations.
With equal note, the government recently announced its intention to launch the Mobile Virtual Network Operator
(MVNO) license. A MVNO does not own its own spectrum and usually does not have its own network infrastructure.
Instead, MVNOs have business arrangements with traditional mobile operators to buy minutes of use (MOU) for sale to
their own customers. MERIS believes that the impact of the proposed business model might affect the mobile market
dynamics, as it is anticipated to intensify competition even further; imposing extra pressure on margins.
MERIS Analysis
June 2012
Communications and Information Technology in overseeing both the regulator and Telecom Egypt (80% government
owned and the sole fixed line service provider), a dual role that makes for a difficult balancing act.
The intricate position of the regulator has been played out in the recent interconnection dispute between Mobinil and
Telecom Egypt (TE). The NTRA had sided with TEs decision to lower its fixed-to-mobile termination rates, despite the
existing effective agreement between TE and the wireless operator. Mobinil has appealed the decision and has filed a
law suit against the NTRA to resolve the interconnection dispute. Both law suits are currently on going. As a
counteraction, TE is allegedly asking for EGP 2bn in compensation. The legal counsel considers Mobinil to be in a
strong legal position; nonetheless, the overall position still remains uncertain. While the above-mentioned contingent
liability is considered a significant exposure, thanks to the strong funds flow from operations, MERIS believes that the
implications of such a contingency (if applicable) on Mobinils financial position will be moderate, taking into account
Mobinils still sound financial position. From an operational perspective, however, the continuous decline of
interconnection rates is perceived as a main threat to the wireless operator, putting downward pressure on its
revenues, returns and margins.
MERIS Analysis
June 2012
OTMT will reduce its direct shareholding interest in ECMS to 5% of the companys capital and 28.75% of the
voting rights. At the same time, OTMT will remain FTs strategic partner in Egypt and will continue to
participate in the governance at least until 2015;
The Board of Directors of ECMS will consist of 13 directors, 7 appointed by FT and 6 Egyptian citizens
including 3 appointed by OTMT and 3 independent directors.
OTMT will continue to participate in the governance of ECMS, through its participation in the Audit Committee
and in the Nomination and Compensation Committee of ECMS.
The CEO of ECMS will be appointed by the Board of Directors of ECMS following consultation with ECMS
Nomination and Compensation Committee. The CEO, further to consultation with the Nomination and
Compensation Committee, will appoint the other senior management of ECMS.
OTMT is expected to receive aggregate proceeds of approximately EGP 6 billion for its direct and indirect
ECMS stake tendered in the MTO.
Shareholders agreed to revisit the put option to limit OTMTs put option for its 5% remaining direct stake in
ECMS to 1.67% per annum over a three-year period from 2015 to 2017, subject to the Trading Rules and the
applicable law at the time. This option is exercisable in January-February of each such year at accreting
prices determined based on the date of exercise ranging from EGP 268.5 in 2015 to EGP 296 in 2017 per
ECMS share, the last exercise of such put option leading to the sale of the 28.75% voting rights in MT
Telecom.
OTMT will also have certain agreed exit rights in the event FT involves another strategic partner in the Mobinil
business.
FT will have the option to call all (but not less than all) of OTMTs remaining direct stake in ECMS and in MT
Telecom. This option is exercisable during a January-February exercise period in each year from 2013 to
2017, at prices accreting at a rate similar to that for the put option granted to OTMT and described above,
ranging from EGP 243.5 to EGP 296 per ECMS share. Also, FT has the call options rights in other
circumstances, including upon a change of control of OTMT.
OTMT will also grant FT a right of first refusal over any sale by OTMT of its stake in ECMS.
According to management, the new takeover will not affect the day-to-day management of the operator, but will
facilitate the decision making process and strategic management of the company.
The recently signed PSA is the latest development in the relationship between FT and OTH, which has been
experiencing difficulties since 2007. The initial dispute was caused by the two owners differing views on the
companys operational tactics in preparation for the entry of the 3rd GSM operator, which ended up with an arbitration
tribunal mandating OT to sell its stake in the Mobinil holding company to FT. The share transfer did not materialize at
that time and instead the two shareholders reviewed the shareholders/management agreement. The amended
agreement was signed in April 2010; the most important aspect of which was that FT would fully consolidates the
financial results of Mobinil Telecom and its subsidiaries in its consolidated financial statements. Moreover, FT and
OTH were to continue rendering technical support and management services to ECMS according to the two existing
General Service Agreements and whereby each party received a fee equal to 0.75% of ECMS net revenues.
With regard to the companys financial strategy, it is worth noting that the dividends policy, coupled with the fierce
market competition has put significant pressure on the companys cash flow position over the last couple of years.
Historically, Mobinil has been following a high dividend payout policy to meet its shareholders' objectives. The
companys cash flow has also been used to support the high capex and investment requirements, especially those
associated with the payment of the 3G license and network upgrading. The companys high dividend payout policy,
coupled with the capital intensive nature of the industry and the uncertainty in the banking sector have already
constrained Mobinils financial flexibility. Going forward, the companys management has affirmed its orientation to
balance the shareholders high return requirements with the need to maintain a healthy debt profile. Accordingly, the
company will be flexible in reviewing the future strategy based on market, economic and funding conditions. The
companys financial strategy for the next 3 years is to keep it within the covenants range and to invest heavily to further
upgrade and expand its network. At the same time, it is carefully assessing the feasibility of any other expansion
initiatives in the local market (i.e. international gateway, 4G network, etc.). In terms of geographical expansion, Mobinil
remains committed to its growth within Egypt, with no appetite for further diversification by embarking on a regional
expansion. It is worth mentioning that the management strategy and tolerance for financial risk will directly affect its
debt level and credit quality and is therefore paramount for the rating grade.
MERIS Analysis
June 2012
55%
Profitability
10,000
45%
EGPmn
8,000
35%
6,000
25%
4,000
15%
2,000
5%
2007
2008
2009
2010
2011
Q1 2012
-2,000
-5%
Revenues
EBITDA*
EBIT*
Net Income*
EBITDA Margin %
EBIT Margin %
In an action to separate between the shareholders remunerations and employees profit sharing, management changed the accounting treatment of the employees bonus in
2011, to be accounted for in other operating cost (employees bonus accounts for EGP 225mn in FY11, and EGP 58mn in 1Q12).
MERIS Analysis
June 2012
In terms of revenue mix, prepaid subscribers continue to be the companys key driver accounting for more than 97% of
customer base as of yearend 2011. Although prepaid customers are expected to continue dominating the revenue mix
going forward, a minor erosion of their share might be foreseen in light of the management intention to shift to a value
extracting strategy. By service type, voice revenue is considered the main revenue driver, accounting for more than
90% of revenues. Despite the fact that the share of non-voice and other revenues registered a slight increase, voice
revenue will continue to have the dominant share with more than 70% of total revenue, since the Egyptian consumer is
mainly voice oriented. Roaming revenue accounted for 2% of revenue down from 4% in 2010, due to the drop in
th
tourist visitors to Egypt following the January 25 revolution.
Historically, Mobinil has been more aggressive in terms of customer acquisition especially in the middle and lowerend segments, which jeopardized its ARPU figures and profitability margins, which were relatively lower compared to
its peer group. Going forward, management has indicated a shift in its growth strategy towards value extraction in an
attempt to ease the pressure on the companys operating metrics. Nevertheless, given the intensified competitive
environment, especially in a saturated market with more than 100% penetration, MERIS believes that the companys
margins will remain under pressure.
FY10
FY09
4,063.9
(889.3)
2,037.8
4,791.1
(931.8)
3,144.3
4,063.9
4,791.1
(1,136.8)
(715.0)
2,927.1
4,076.1
(889.3)
(1,919.4)
(1,850.0)
(1,731.5)
(931.8)
(2,241.0)
(160.0)
743.4
1.7
7.1
1.7
7.2
In terms of interest
associated with the
Cash Flow
4,000
EGPmn
3,000
2,000
1,000
2007
2008
2009
2010
2011
Q1 2012
-1,000
-2,000
-3,000
Retained Cash Flow (RCF)
MERIS Analysis
June 2012
2257
2008.6
1622.6
1500
1042.8
285.6
285.6
285.6
102
203
471
203
1000
1500
471
1850
142.8
102
471
471
500
460
327
0
2010
2011
203
2012
License Payment
EGP 2300mn Facility signed 2007
EGP 610mn Facility signed 2009
2nd Bond Issue
2020.6
1814.6
327
MERIS Analysis
690
1150
285.6
235
165
2013
2014
2015
June 2012
30
25
20
15
10
5
0
0
2007
2008
Gross Debt/Equity (x)
2009
2010
2011
Net Debt/Equity (x)
Q1 2012
Other Considerations
Liquidity Position is Considered Adequate
Mobinil's liquidity position is considered adequate. As of March 2012, Mobinil had more than EGP 1 billion in cash and
cash equivalent. The notable increase in cash is mostly driven by increase in foreign currency cash in an attempt by
the management to partially off-set any expected devaluation of the local currency. At the same time, management
engaged more readily in hedging agreements, to mitigate the companys exposure to FX risk.
It is also worth noting that the single obligor limit with the banks improved significantly following the FT takeover and
the subsequent removal of Mobinil from the OT group exposure. This has provided the company with additional
opportunities for access to bank debt. As of April 30, 2012, the company had credit facilities sourced from 11 different
banks, amounting to roughly EGP 1 billion. Around 55% of the total authorized limits were unutilized. Furthermore,
Mobinil has an additional available limit of EGP 1 billion as a revolving loan under the recently negotiated syndicated
loan, which is also supportive of its liquidity position.
10 MERIS Analysis
June 2012
ECMS
MT Telecom (MTT)
94%
11 MERIS Analysis
5%
Free Float
1%
June 2012
Annex 2:
12 MERIS Analysis
June 2012
Gilt edged
AAA
Very high
AA+
AA
AA-
Upper-medium
A+
A
A-
Medium grade
BBB+
BBB
BBB-
Short
Prime 1
Prime 2
Questionable
BB+
BB
BB-
Poor quality
B+
B
B-
Very poor
Quality of credit
CCC+
CCC
CCCCC
C
Investment Grade
Long
Prime 3
Not Prime
Speculative Grade
Quality of credit
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13 MERIS Analysis
June 2012