Thank you for standing by. And welcome to the IHS Holding Limited Second Quarter 2023 Earnings Results. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session.

[Operator Instructions] And finally, I would like to advise all participants that this call is being recorded. I’d now like to welcome Colby Synesael, Executive Vice President of Communications to begin the conference. Colby, over to you..

Thank you, Operator. Thanks also to everyone for joining the call today. I am Colby Synesael, the EVP of Communications here at IHS. With me today are Sam Darwish, our Chairman and CEO; and Steve Howden, our CFO.

This morning, we published our unaudited financial statements for the three-month and six-month periods ended June 30, 2023 on the Investor Relations section of our website and issued a related earnings release and presentation.

These are the consolidated results of IHS Holding Ltd, which is listed on the New York Stock Exchange under the ticker symbol IHS, which comprises the entirety of the group’s operations.

Before we discuss the results, I would like to draw your attention to the disclaimers set out at the beginning of the presentation on slide two, which should be read in full, along with the cautionary statement regarding forward-looking statements set out in our earnings release and 6-K filed as well today.

In particular, the information to be discussed may contain forward-looking statements, which, by their nature, involve known and unknown risks, uncertainties and other important factors, some of which are beyond our control that are difficult to predict and other factors which may cause actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking statements including those discussed in the Risk Factors section of our Form 20-F filed with the Securities and Exchange Commission and other filings with the SEC.

We will also refer to non-IFRS measures that we view as important in assessing the performance of our business. Reconciliation of non-IFRS metrics to the nearest IFRS metrics can be found in our earnings presentation, which is available on the Investor Relations section of our website.

And with that, I’d like to turn the call over to Sam Darwish, our Chairman and CEO..

Thanks, Colby. And welcome everyone to our second quarter 2023 earnings results call. We remain well positioned to take advantage of the strong secular growth trends across our markets, which we expect to continue for years to come.

We are reporting another strong quarter of performance across our KPIs, but of course, this is in the context of ongoing macroeconomic change in our largest market in Nigeria. We are encouraged by the recent policy changes implemented in Nigeria that are intended to put the company on a better economic path.

In the near-term, however, these changes have caused some anticipated friction, including the significant devaluation of the Naira that occurred in mid-June. As a result, we now assume an average rate of 624 Naira to the USD for the year versus 497 previously.

And subsequently, we are devising our 2023 guidance for revenue, adjusted EBITDA and RLFCF while maintaining our CapEx guidance and our target leverage ratio of 3 times to 4 times.

Our expectation for revenue would have otherwise increased by $31 million, had the average ForEx rates previously assumed in our guidance remain unchanged, reflecting the strength we continue to see in our fundamental business.

The significant net loss position we report for the quarter also resulted from ForEx as the devaluation drove significant non-cash financing costs. For the quarter, the change in ForEx rates had a $21 million negative impact versus rates previously assumed in guidance, including a $25 million negative impact from the Naira devaluation.

Excluding the ForEx impact, results were ahead of our expectations, driven largely by our Nigeria segment, including a pull-forward in revenue a quarter earlier than we had anticipated.

We will see the full impact of the Naira devaluating our third quarter results and the impact of our ForEx resets over Q3 and Q4 of 2023, 93% of our resets are quarterly and 4% are monthly.

Separately, our Board has exercise tried to move forward from April 2024 to October 2023, the release of lockup restrictions on the final block of pre-IPO shares that are subject to lockup under the shareholders’ agreement.

I will speak more about it in a moment, but this will conclude the lockup period for our pre-IPO investors and will further move us towards achieving a normalized float Additionally, the Board has also authorized up to $50 million stock buyback program. I want to discuss some of our key highlights for the quarter.

Starting with Nigeria, as I mentioned earlier, the new administration implemented three significant policy changes over the last few months, macro perspective and one that impacts companies like IHS that imports diesel. Starting with the macro changes. In mid-June, the Naira was permitted to trade freely in order to convert multiple ForEx rates.

This was generally expected and most related to market and something we had discussed in previous calls. While it will take time to see the full impact of this change, it improves transparency in the Nigerian ForEx market and expected to improve liquidity and the ability for companies to access U.S. dollars. Thus, it is a change that we welcome.

On a related basis, we did upstream $50 million during the quarter and we may look to upstream later in the year via the official window or through other structured transactions. Another key change that occurred in late May was the elimination of the retail petrol subsidy, which cost the country billions of dollars annually.

Because we purchase diesel and not petrol to power our site, this change has only had a small impact on the [Audio Gap] we use to fuel our own vehicles.

Nevertheless, we believe this was a significant step forward for the country, given the dollar’s the subsidy has required from the government to support, this is now expected to put more dollars back in the federal budget. Lastly, in July, the government initiated a 7.5% value-added tax on imported diesel.

Notably, this was not previously factored in our guidance and we estimate it will add approximately $5 million to our costs over the remaining six months of the year. Moving first to Brazil and then to South Africa. In Brazil, macro conditions continue to improve following the smooth governmental transition of power in January.

ForEx rates have strengthened against the U.S. dollar, while the Central Bank has recently elected to cost rate first among large economies. We are focused on our sizable bid-to-suit program and continue to assess a growing number of opportunities.

We are excited about Brazil and like the strategic positioning we have earned in the market as a leading Infraco provider with both tower and fiber assets.

Now to South Africa, as we stated last quarter and given various dynamics in the market, including an unprecedented level of load shedding that has occurred in the country post-deal flows, we continue to evaluate our opportunities and we will update you as appropriate and if necessary.

On stock liquidity, on October 14th, the Block B shares will be unblocked and the registered offering requirement for the Block C shares will end effectively freeing up over 120 million shares.

In addition, the IHS Board has exercised its right to move forward from April 2024 to October 2023, the release of lockup restrictions on the final block of pre-IPO shares that are subject to lockup under the shareholders’ agreement.

This means that all three blocks become freely tradable at the same time, thereby concluding the lockup period for our pre-IPO investors. The removal of the lockup will move us further towards achieving a normalized low. Separately, our Board has also authorized an up to $50 million two-year stock buyback program.

Recognizing the importance of maintaining a strong balance sheet, we continue to take a disciplined approach to capital deployment, including near-term M&A, while we keep accessing what’s out there.

As of the end of the quarter, we had over $950 million of available liquidity and leverage stood at 3.1 times, while this will increase slightly over the next 12 months as a result of the impact of the Naira devaluation on our adjusted EBITDA, we expect to remain well within our target range of 3 times to 4 times.

We continue to have no meaningful debt maturity until quarter four 2025 and we continue to monitor the market and evaluate ways to further strengthen our position as we have done historically. Lastly, I want to comment on statements some of our shareholders have made since last quarter regarding our governance.

Our Board is committed to ensuring the integrity of the independence of IHS as a neutral digital infrastructure provider, and to maintaining strong corporate governance, supporting our customers and increasing shareholder value.

We remain engaged with these shareholders, while maintaining an open and constructive dialogue with all of our shareholders. Turning to slide eight. You see that we published our 2022 sustainability report in May, which is our fifth year of doing so.

The 2022 sustainability reported our first year reporting under the GRI framework, demonstrating our continued evolution and sustainability reporting, and more so, our long-term strong commitment to the subject here at IHS. Before I turn the call over to Steve, I want to announce that Bryce Fort is leaving the IHS Board.

Bryce is dear friend and has been on the Board since 2013. During this time, he has provided invaluable advise and I personally want to thank him for the many contributions he has made to IHS.

Byrce stepping down is in line with our shareholders’ agreement that allows each [Technical Difficulty] designate a Board member as long as they maintain greater than 10% ownership in the company. And with that, I will turn the call over to Steve..

Thanks, Sam, and hello, everyone. Turning to slide nine, as Sam mentioned, we are pleased with our Q2 performance, particularly against the backdrop of the currency devaluation in Nigeria, which I will reference at various points today.

As you see here, towers and tenants are up slightly in Q2 2023 versus Q2 2022, given that the South African acquisition closed in Q2 last year. Lease amendments again increased by double-digit percentages and we again delivered double-digit growth in revenue and adjusted EBITDA for the quarter.

Specifically, in Q2, we delivered 17% growth in revenue, 27% growth in adjusted EBITDA and 4% growth in RLFCF, in each case on a reported basis and driven primarily by organic activity across our markets, with some inorganic contribution from South Africa. Our adjusted EBITDA margin improved significantly to 55.6%, a 450-basis-point gain on Q2 2022.

The results reflect the devaluation of the Nigerian Naira versus the U.S. dollar that occurred in mid-June and has only partially impacted the quarter, as well as some pull-forward of anticipated Q3 revenue into Q2, which I will discuss shortly.

As you also see, total CapEx grew by 41% in the quarter, largely due to movements in Nigeria and LatAm, whilst we saw an overall decrease in CapEx in SSA. Finally, our consolidated net leverage ratio was 3.1 times at the end of Q2, a slight decrease versus last year and flat on 1Q 2023.

Although as I will discuss, we do expect our leverage ratio to increase over the next 12 months in light of the devaluation but remaining within our target 3 times to 4 times range. Turning to our revenue on a consolidated basis. Slide 10 shows the components of our 16.8% reported consolidated revenue growth for the second quarter.

Organic revenue growth of 29.7% was driven primarily by CPI escalations, power-related revenue, FX resets and lease amendments, as well as some pull-forward revenue we had anticipated for 3Q, but actually occurred in 2Q. This is included in other. Additional revenue growth was driven by new colocation, New Sites and fiber deployment as usual.

As you can imagine, the full impact of the Naira devaluation towards the end of the quarter is not reflected in the level of escalations and FX resets you see here, not fully in the negative impact from FX, all of which I will discuss further.

The level of power-related revenue continues to reflect the high energy price environment and included a $24 million increase in diesel linked revenue. I would also again note that we now include the power pass-through revenue we received in South Africa within the power segment, which in Q2 increased $2 million.

On the right, you can see the organic growth rates of each of our segments for the quarter, with Nigeria delivering 37% organic growth, including the pull-forward revenue.

Inorganic growth for Q2 was 3.9%, reflecting almost entirely the South African acquisition and inorganic growth will drop further in Q3 as we have now passed the anniversary of the South African acquisition. On Slide 11, you can see our consolidated revenue and adjusted EBITDA and adjusted EBITDA margins for Q2 2023.

As I discussed on the prior slide, in the second quarter, IHS generated a nearly 17% increase in reported revenue. Organic revenue growth was even higher at nearly 30%, again demonstrating the continued strong topline growth trends of the businesses led by Nigeria in particular.

However, as a result of the Naira devaluation in mid-June, 2Q 2023 revenue includes a $21 million headwind versus rates previously assumed in guidance, including a $25 million headwind from the Naira since the FX resets on the U.S. dollar-denominated portion of our Nigerian contracts doesn’t kick in until July onwards.

In Q2 2023, adjusted EBITDA of $304 million increased 27% versus Q2 2022 and adjusted EBITDA margin was 55.6%, up 450 basis points from the prior year.

The year-over-year changes in adjusted EBITDA and margin for the second quarter primarily reflects the increase in revenue we have already discussed and partially offset with year-on-year increases in cost of sales, mainly due to increased maintenance and repair costs on a larger business, as well as increased administrative expenses resulting from employee costs related to the acquisitions.

Power generation cost of sales decreased by $6 million, driven by a $12 million diesel cost decrease primarily from a 13.1% decrease in diesel price and a 5.5% decrease in consumption. All offset by a $6 million increase in electricity costs, including as a result of Project Green and all of these movements coming from Nigeria.

As previously highlighted, through Project Green, we continue to prioritize alternative sources of power to reduce our dependency on diesel. On slide 12, we first review our recurring levered free cash flow.

We generated RLFCF of $91 million in Q2 2023, a 4% increase versus Q2 2022 due to a combination of factors, including the increased revenue and adjusted EBITDA discussed already and decreases in income taxes paid.

These factors were offset in part by increases in net interest paid -- lease payments made mostly due to the South African acquisition, maintenance CapEx and withholding tax. Our RLFCF conversion rate was 30%. Turning to CapEx, and in Q2 2023, CapEx of $207 million increased 41% year-on-year.

This increase was largely due to movements in Nigeria and LatAm. Increased investment in Nigeria and Project Green, maintenance CapEx and fiber deployment was offset in part by decreases in the New Site CapEx there. In LatAm, we saw growth in New Site CapEx and I-Systems fiber rollout, whilst we saw an overall decrease in CapEx in Sub-Saharan African.

On to the segment review on slide 13, I will first walk through our Nigerian business. The Nigeria macro remains complex as we discussed previously and on our earlier earnings call this year.

We are encouraged by the swift actions taken by the new government, including the removal of the fuel subsidy and the liberalization of the ForEx regime that resulted in the devaluation of the Naira that took place in mid-June.

We remain in close contact with our key customers, two of which have again recently published healthy topline results in their businesses. We also continue to work closely with various regulators, our vendors and our local banking partners to continue to best position IHS. While we are cautiously optimistic U.S.

dollars continue to be difficult to source, although remains available.

FX reserves in the country have decreased to $34.1 billion at the end of June 2023 from $35.5 billion at the end of March 2023 and market participants believe that the CBN will need to step in at some point to inject liquidity into the system and clear the backlog of FX transactions.

That being said, the price of both oil and ICE Gasoil have decreased quarter-on-quarter. If we look at ICE Gasoil, it was $687 per tonne in Q2 2023, down from $819 per tonne in Q1 2023. And then moving to real GDP growth, it expanded by 2.3% in Q1 2023, with a projected full year 2023 growth rate of 3.2%.

The inflation increased to 22.8% this June versus 18.6% in June 2022. So, overall, we continue to believe the business remains well positioned for long-term success and to endure these near-term macroeconomic challenges. To this point, our Nigerian business once again delivered strong results in the second quarter, tracking well on our key metrics.

Q2 2023 revenue of $365 million increased 13.5% year-on-year on a reported basis and 37% on an organic basis. In each case, reflecting the devaluation over a small portion of the quarter and the pull-forward of revenue discussed.

Topline growth was driven primarily by the usual group of escalations, power-related revenue, as well as effects resets and lease amendments. The negative FX impact was $74.5 million or 23% due to the Naira devaluation.

Our tower count decreased by 2% and total tenant count increased by 0.4% each versus Q2 2022, largely reflecting the planned decommissioning previously discussed, which does not impact revenue. Our colocation rate consequently improved to 1.57 times up from 1.53 times in Q2 2022.

Lease amendments continued to be a strong driver of growth with these increasing by 9.8% quarter-on-quarter as our customers added additional equipment to our sites, particularly 4G upgrades. Q3 segment adjusted EBITDA in Nigeria was $238 million, a 30% increase from a year ago and segment adjusted EBITDA margin was up 820 basis points to 65.4%.

And let me now briefly summarize the results in our other segments. As our Sub-Saharan African segment includes our South African business since Q2 2022, towers and tenants increased by 1.5% and 2.6%, respectively, versus Q2 last year.

Revenue increased by 30%, of which organic revenue grew 15%, driven primarily by escalations, New Sites, colocations and FX resets, whereas inorganic revenue grew 19%, driven by that South African acquisition and FX was a 4.3% headwind.

Segment adjusted EBITDA increased by 19%, driven primarily by the increased revenue and partially offset by increases in power generation costs, maintenance, security costs and administrative expenditures.

Segment adjusted EBITDA margin decreased to 51% from 55.8% in Q2 last year and we continue to monitor the macro environment in South Africa, particularly the ongoing power load shedding by the national utility, and as previously discussed, we continue to evaluate our managed services opportunity.

In our LatAm segment, towers and tenants grew by 4% and 3.2%, respectively, whereas revenue and segment adjusted EBITDA increased by 13% and 14%, respectively, in all cases versus Q2 last year.

In Brazil, our second largest market with 7,139 towers, macro conditions were largely stable as GDP growth decelerated, FX rates marginally strengthened, interest rates held steady in the quarter and inflation decreased.

In our LatAm segment, overall, Q2 2023 organic revenue increased 14%, driven primarily by an increase from I-Systems fiber deployment and escalations. Segment adjusted EBITDA grew by 14% also in the quarter with a segment adjusted EBITDA margin of 73.1%.

In MENA, towers and tenants each grew by 6.8% in Q2 2023 and revenue grew by 11%, including 8.4% organic revenue growth. Segment adjusted EBITDA grew by 29% in the quarter with a segment adjusted EBITDA margin of 54.5%, reflecting the increased revenue and a decrease in admin expenses. On to slide 14 and I will briefly highlight our KPIs.

As of June 30, our tower count was 39,298 up 0.6% from the same period last year, driven by ongoing New Sites in LatAm, SSA and MENA. As you can see in the chart on the top right, collectively we built nearly 300 towers during the second quarter of 2023. Total tenants grew 1.9% with the colocation rate at 1.49 times, up slightly versus last year.

We continue to point out that lease amendments are a significant factor for us, particularly in our Nigerian segment, given the ongoing 4G upgrades by our customers there and the initial 5G activity we are seeing. While lease amendments increased by almost 12% year-on-year, they are not included in our colocation rate calculation.

We continue to see no reason why we can’t get to 2 times or greater on our overall portfolio over the long-term and our more mature portfolios of towers are at or above that rate. On slide 15, we look at our capital structure and related items. At 30 June 2023, we had approximately $4.06 billion of external debt and IFRS 16 lease liabilities.

Of the $4.06 billion of debt, $1.94 billion represent our bond financings and other indebtedness increased $370 million that we drew down last year from the $600 million three-year bullet term loan facility at the IHS Holding Limited level.

Additionally, as previously discussed, in January 2023, we entered into an up to NGN165 billion five-year term loan facility, the commitments under which we further increased by another NGN11.5 billion during the quarter, while also drawing down an additional NGN15 billion for a total of the NGN165 billion drawn under this facility as of August 14, 2023, effectively concluding the capacity of this facility.

During the quarter, we also increased capacity under the group RCF to $300 million and there are currently no amounts drawn or outstanding under either the group RCF or the Nigerian RCF.

As we previously stated, we were very pleased to have completed the Nigeria re-financings, which further derisk the balance sheet and increased our financial flexibility, particularly in front of the recent naira devaluation.

Cash and cash equivalents decreased to $433 million at June 30, and in terms of where that cash is held, approximately 7% of the total cash was held in Naira at our Nigeria business, as we have been using excess cash to support Project Green and for upstreaming. The majority of the remaining cash was held in U.S. dollars at the group level.

Moreover, as we previously highlighted on our May call, we upstreamed an additional US$50 million from Nigeria in Q2 2023 on top of the $15 million done in Q1.

Consequently, from all these moving elements, at the end of Q2 2023, our consolidated net debt was approximately $3.6 billion and our consolidated net leverage ratio was 3.1 times flat with March and at the low end of our net leverage target range of 3 times to 4 times further demonstrating our strong balance sheet.

However, I would note that because the devaluation occurred late in the quarter, we do expect leverage to tick up slightly in the second half of 2023 when adjusting for a full quarterly impact of the devaluation as I will discuss shortly regarding our guidance.

And finally, as it further relates to the devaluation, I wanted to point out that Q2 showed an unusually large net loss of approximately $1.2 billion, which is driven primarily by $1.4 billion in finance costs, the vast majority of which is unrealized FX losses.

The components of finance costs include net FX losses from financing, both realized and unrealized, net FX losses on derivative instruments both realized and unrealized, as well as interest expenses.

As is typical each quarter, these costs arise principally due to our bonds given the embedded options they are in and because of the intercompany shareholder loan structure we have used historically to fund the business.

These costs, which are very largely non-cash can vary significantly and typically increase in the context of a devaluation of the Naira, which is the primary reason why they increased dramatically in Q2. We have added slide 21 to the appendix to help further explain this dynamic and highlight the large delta this past quarter.

Moving to slide 16, and as a result of the Naira devaluation, we are revising 2023 guidance for revenue to $2.08 billion to $2.11 billion, adjusted EBITDA to $1.13 billion to $1.15 billion and RLFCF $385 million to $405 million and maintaining our total CapEx guidance of $610 million to $650 million.

As Sam mentioned at the beginning of the year and as highlighted on slide 17, we now assume an FX rate for the Naira of NGN624 million which includes NGN775 to the dollar in Q3 2023 and NGN750 to the dollar in Q4 2023.

Our expectation for revenue would have otherwise increased by $31 million, had the average FX rate previously assumed in our guidance remained unchanged, reflecting the strength we continue to see in our fundamental business.

Guidance also continues to include approximately $25 million in power pass-through revenue in South Africa, of which we have recognized $4 million through the first half of the year.

I do want to again caution the timing of such move is difficult to predict and could be delayed relative to what we have assumed, although this would have no impact on adjusted EBITDA or RLFCF.

Guidance also continues to exclude any revenue from Egypt, although we continue to evaluate opportunities in the market that we believe could align with our financial and strategic objectives. For the year, we continue to expect to build approximately 1,200 towers, which is slightly more than the amount we built in 2022.

This includes a notable drop in Nigeria as we pull back on New Site builds as we shift more of our focus to Project Green, but also includes a tripling of tower builds in Brazil that we back end loaded in 2023.

On slide 17, on the top, you can see revenue by reporting currency for Q2 2023, whereas on the bottom we provide the breakout of revenue based on contract split. The right side shows the average annual FX rate assumptions used now in our 2023 guidance and has been updated since last quarter.

This equates to $141 million downside for the year versus rates assumed last quarter, of which over 100% is as a result of the devaluation of the Naira. This now brings us to the end of our formal presentation. We thank you for your time today, and Operator, please now open the line for questions..

Thank you. [Operator Instructions] Your first question comes from the line of Jonathan Atkin from RBC Capital Markets. Your line is open..

Good morning. This is Bora on for Jon. So I guess first question is, one of your largest customers recently noted that while they are optimistic about the medium- and long-term, expect policy reforms to pressure from customers and hence carriers in the shorter term.

Can you just update us on the leasing activity that you have been seeing and the tone of customer conversations you have had about future activity? And then I have a follow-up..

Hi, Bora. So, firstly, we haven’t seen any form of slowdown in carrier leasing activity at this point in time. In fact, in Q2, we posted more pretty strong numbers in terms of close to 300, up 278 build-to-suit across the business.

But probably more relevant to your question was about 1,100 lease amendments and another 270 odd colocations in the quarter as well. So we haven’t seen anything. We are not hearing anything from our customers, customers are still talking to us about technology trends and looking to the longer term around 5G rollout, et cetera.

So at this point in time, no reason to think that. And if you look at the results of particularly African carriers, people like MTN Nigeria, Airtel Nigeria, et cetera, you will see that they continue to post really strong growth numbers as they drive data and fintech through their business as well.

They both posted 23% to 25% revenue growth and EBITDA margin is increasing. So, at this point in time, we feel pretty good about the rest of the year and into next year..

Okay. Great. And then just for a follow-up, the Dangote refinery was reportedly going to start operations before the end of July.

Can you provide an update as to if that’s occurred and any sort of early indications of an impact on the supply of domestic diesel and just somewhat related to that, the 7.5% VAT on imported diesel? Can you provide some guidance on how we should be thinking about sizing the financial impact of that going forward?.

Yeah. So a couple of things in there. So, firstly, on the Dangote refinery. So we haven’t seen anything come through in terms of production yet. So that’s really a wait and watch. Although the facility was officially opened back in May. It wasn’t expected to immediately start pumping. So we are just waiting to see when that occurs.

And then in terms of what else has been going on, you will see in our disclosure material once you have had a chance to look through, we do comment on things including the VAT rise. So that’s the new 7.5% on imported diesel and given Nigeria doesn’t have a straight input-output VAT system and that is an absolute cost for us.

It’s about $4 million to $5 million, about $5 million approximately for us in the second half of the year. So that’s the type of impact that we are seeing and that’s obviously implicit within our revised guidance that we have put out to you all..

We should be thinking about that as sort of a general run rate for a half year, give or take?.

Yeah..

Okay. Thank you..

Sorry, Bora. Do you know, sorry? Yeah. I said yes..

Your next question comes from the line of Phil Cusick from JPMorgan. Your line is open..

Hi, guys. Thanks. Sam, we have been talking about potentially a buyback for quite a long time and we have talked about the math between the liquidity and the stock and any accretion on the buyback.

How did that math go in for the $50 million authorized today and was that any kind of compromise with Wendel and MTN and then talk maybe about the relationship with those two companies? Thanks..

Thanks, Phil. Maybe I will start with the buybacks -- Steve you can start with the buyback and I can talk about the second aspect..

So, Phil, you obviously you are right in terms of the two items that you comment on. We have obviously been thinking through a buyback for a little while. As most people know, we have commented on that before.

We have also been thinking through for a long time how to try and promote liquidity into the IHS free float, which is obviously of paramount importance to us as well. So those are kind of the two key variables in a few of our actions that we have taken this quarter.

So firstly, announcing the buyback, but secondly, unlocking the rest of the pre-IPO shareholder lockup arrangements, which will come forward to October -- mid-October this year. So that will remove all the restrictions from the pre-IPO shareholders to be able to trade freely.

We wanted to do that to obviously encourage and finalize the encouragement of that free float so that gets done.

And then in terms of the share buyback, look, we continue to want to drive value into the IHS stock and although this is a kind of more limited in size and it’s a 24-month program, so $50 million over 24 months, it’s incremental, but we do think it’s the right thing to be doing in terms of allocating that capital to something that we feel is important given the continued undervalue of the IHS stock.

So it’s a combination of factors. But, yes, very focused on driving up liquidity in the free flow and then an incremental and we think positive buyback given the undervalue of the stock..

Thanks, Steve..

And on the second part, yeah, shareholders notably the ones you have mentioned have made statements in public. I prefer not to comment on such. But having said that, we have a duty to engage, to listen, to consult, to analyze and where we think good ideas are worth implementing next month, just simple as that..

Okay. Maybe if I can, one more. Any update on backlog of payments from smaller customers in Nigeria? Thank you..

No. Nothing to report there..

Okay. Thanks, guys..

Thank you, Phil..

Thanks, Phil..

Your next question comes from the line of Greg Williams from TD Cowen. Your line is open..

Great. Thanks for taking my question. Just a follow-up on the buyback.

Can you help us with the cadence would it be a little more upfront to help us switch the influx of shares in October or would it be maybe smoothed out over the 2025-time period? Also, you locked in diesel until September with forward contracts, is there an appetite to lock that again or flow from here? Thanks..

Sure. Thank you, Greg. So on the cadence of the buyback, look, we are going to monitor the market and see how things unfold. So what we have put out there right now, $50 million -- up to $50 million over 24 months.

Obviously, we might not use all of that, it depends a little bit on market conditions and as you said, things like the unlock coming in October where historically, we have seen a bit of volatility. So we will monitor the market and update people as and when appropriate.

And then on the second part of your question, lock-in diesel, that’s something that we continue to look to do. No real update for you on that in terms of where we are other than we are priced through into the beginning of Q4 now and we continue to look at the best way to procure diesel.

As you guys all know, we have obviously been investing significantly in Project Green to try and reduce the consumption of diesel as well and that project remains on track. So that’s a positive as well. But in terms of procurement, yeah, we keep monitoring the prices and look at how far forward to lock in, keep assessing that pretty regularly..

Great. Thank you..

Your next question comes from the line of Eric Luebchow from Wells Fargo. Your line is open..

Hi. Great. Thanks for taking the questions. Could you talk about the build-to-suit program a little bit? I just -- it sounds like perhaps you are deprioritizing some of the builds in Nigeria.

I am just wondering if that has come from higher hurdle rates and the more material increases in cost of capital, you have seen in that market?.

Hi, Eric. Simple answer is yes to the points you raised.

We -- earlier at the beginning of the year, to be honest, we said to people that Nigeria, whilst has a phenomenal amount of growth left in it as it comes to allocating capital by ourselves, we wanted to allocate capital into Project Green, which was a key initiative, a key project for us, which comes with the benefits of reducing greenhouse gas emissions and reducing our scope to emissions over time, but also happens to have a very good financial return profile as well, remember we have been saying that it would be a 30% IRR project.

So, yes, we diverted capital from Nigeria BTS into Project Green. So the BTS in Nigeria will be lower this year, for sure. But where we are spending capital and growing the business from a tower count point of view in Brazil. where we continue to forecast approximately 750 new build sites this year. That program is ramping nicely.

It ramped at the end of Q1 and then really has been ramping up through Q2 and onwards. So that remains on track and that’s a part of the business where we want to continue adding to the tower count through building..

Okay. Great. Thanks. And then just one more question, you talked earlier about evaluating some other balance sheet initiatives.

So maybe you could give us some color on what you are looking at, whether that’s raising additional naira denominated debt, pushing out maturities beyond 2025, kind of what are you evaluating currently?.

Yeah. We are no different to a lot of companies around the world right now. We continue to monitor very closely our maturity profile.

We have a fair bit of time before any meaningful maturities, but that doesn’t mean that we don’t kind of look around and see what’s available, strategize as to whether we can achieve some of our capital structure objectives, which include terming out maturities, but also include can we take advantage of cheaper local currency debt where possible, things like that.

So it’s a moving target and something that we actually are always assessing. You will have seen over the last few quarters, we have done a few incremental bits and pieces, whether that’s at the holding level or in Nigeria or elsewhere and we just -- we keep that under constant review.

So we will keep people updated as and when anything happens, but continuing to monitor all of that and take advantage of things where we can..

Great. Thank you..

Your next question comes from the line of Michael Rollins from Citi. Your line is open..

Thanks and good morning. Just want to go back to the question about questions about corporate strategy, capital allocation.

Can you share just where maybe some of the tension has come from major shareholders and at the Board? Is it a question of whether or not being a public company with the markets you serve and currency impacts of that and the low float is kind of raising the question of whether being public is the right solution for the company or is it other more maybe tactical decisions or ideas that are the source of attention?.

Hi, Michael. This is Sam. I can’t comment on intentions on things we can’t see or feel. Again, look, it’s important for us to reiterate that this company is open, it is flexible. We understand we have a float problem. We understand our share price is undervalued. We believe that fundamentally. And I think our shareholders do also believe that.

I think we mostly agree on the fact that we need to find solutions and hopefully kind of like trend the market or trend our value in the rights direction as one appropriate. We are open to ideas, we are open to suggestions and we will continue to analyze, evaluate and see whatever works to move us into that direction..

And are there -- as you thought about these issues for some time, are there examples or kind of case studies that you found of other companies that have might have dealt with some of the same or similar types of issues and maybe the timing and the mechanisms they use to resolve it, to improve value proposition for shareholders?.

Mike, I think, there’s lots of case studies about different elements of what all companies face. I think we have got a number of things, which we believe can be improved over time to help drive shareholder value. But I would stress these things don’t happen overnight.

So we look around and try to learn the best of everything out there, including our own ideas, right? And first and foremost, keep delivering on the operations of the business and execute on the business itself. And then add on top, what else can we do to try and unlock value.

We have spoken on this call and over the last 12 months, 18 months around the free float, that’s obviously critical in our minds.

Again, we have tried to address some actions by announcing bring forward of the unlock which isn’t going to solve everything, but it’s in our gift to try and promote additional trading and additional free float coming to the market. But ultimately, not in our hands, right, it’s up to shareholders.

So we will keep looking around what others have done in the past, we will keep adding our own ideas, it’s a big focus of ours right now. So we will keep working hard..

And then just on the business, is there....

And Mike with us -- sorry, Michael. Just to add, we continue our diversification. I mean, Nigeria is a fast growing market and we love the growth profile. But we do understand that we are somehow concentrated in that market and we continue kind of to try and diversify ourselves debt.

And the final thing I wanted to note here, I don’t want to be defensive in any way or form. But since going public in late 2021, the capital markets have changed meaningfully as a result of among other factors, the rising interest rate environment and the rising inflation, the Russia-Ukraine war, the higher energy cost, et cetera, et cetera.

And of course, we -- as I have -- we have had also to overcome changes in Nigeria, including the recent devaluation of its currency. Despite all of this, our stock is up 28% year-to-date as of a few days ago and has meaningfully outperformed all our peers, as well as MTN Group and Airtel Africa all of whom wish very well.

And even over the last two months, basically, as most of our peer companies and customers have traded down. IHS has performed broadly in line with the market despite having to absorb the impact of the Naira devaluation, reduction in sell-side estimates. And again, we outperformed nearly all of our peers and customers year-to-date.

So we feel good about the proposition. We feel good steps we are implementing are hopefully going to trend into the right direction. But Rome wasn’t built in a day, especially with the market headwinds we faced from the local market and from some of our markets..

Thanks.

And just on the business on the organic performance, is there anything that we should be mindful of just in terms of any churn events over the coming 12 months to 18 months that you have visibility in?.

Mike, nothing that’s sort of -- nothing that would be unusual. Nothing significant that we are aware of at this point in time. I think it goes without saying that, the shape of our quarters will be impacted by the devaluation in Nigeria. So just to remind you all and you will see this in the materials that we have published today.

Although the devaluation in Nigeria happened in the middle of June, so only two weeks’ impact in the quarter that we have just reported and it’s not hugely visible in the numbers that we report from a KPI perspective, obviously, balance sheet and financing costs, yes, but revenue, EBITDA or RLFCF, et cetera, not impacted.

You will see the fuller impact of that come through in Q3, and obviously, resets from contracts starting to happen in Q3, in Q4 and then escalations coming through typically in Q1 as we have told people in the past. So just bear in mind that, that shape of earnings to come, obviously, all embedded within the guidance that we have updated today..

Thank you..

Your next question comes from the line of….

Thanks, Michael..

Brett Feldman from Goldman Sachs. Your line is open..

Thanks, guys. Two, I guess, sort of modeling oriented and then a bigger picture question. So then just first, of the $31 million improvement to your outlook this year, unrelated to the currency movements.

How much of that was captured in the second quarter and how much of it is going to flow through in the second half? The second one is, on Project Green, you sort of reiterated the savings you expect by the end of the project.

Is that updated for the avoidance of the VAT or could that be incremental or am I just thinking about that wrong? And then the higher level question is, it gets back to capital allocation. You are operating closer to the low end of your leverage range right now, I know it will drift up a little bit, but you are in a pretty good liquidity position.

It doesn’t seem like the conditions are supportive of M&A right now for a range of reasons and as much as you would like to buyback a lot of your stock, you have noted you want to be mindful of the float.

And so the big picture question is, in light of all of that, how are you likely going to prioritize excess capital over the next year or so? Is this mostly about just building liquidity and paying down debt or do you think that there’s other opportunities right now that you think that could be even more accretive? Thank you..

Okay. Brett, I just wrote down a few things. You might just remind me the first one. I will take the VAT one first in relation to Project Green. So that won’t impact the rollout Project Green that VAT is on diesel import. So not related to the actual project bringing new equipment, deploying your commitment….

But would you save more money now?.

Right. Exactly. Yeah. Yeah. Exactly. I was just going to say, where you could see some potential positive impact, all else being equal, is that a saving from diesel on a unit basis would now be 7.5% higher. So, yes….

Okay..

… you could -- we could see some potential benefit from that, all else being equal.

On the capital allocation point, sorry, Brett, you want to jump in? What as your first question again? Can you just remind me, sorry?.

I was going to remind you that the $31 million of improvement to the outlook….

I said it will occur, yeah, yeah, yeah..

How much of that was in the quarter versus in the second half?.

Yeah. So majority of it was in the first half of the year, probably, about two-thirds of it was in the first half of the year, a third of it coming in the second half of the year..

Got it..

And then on capital allocation….

And….

Sam, do you want to jump in?.

Yeah. Yeah. Sure. Look, Brett, our priority at the moment is our balance sheet. We need to make sure that and while we are comfortable at the moment, we need to make sure that we keep it tight, especially with the headwinds that we are facing from again, global macro, and in particular, the Nigeria devaluation situation.

But we will also see somehow okay about our leverage zone even with an impending evaluation, if it stays with a region and we continue to assess and evaluate opportunities out there. And if we feel there are great deals that make strategic sense to us and could provide enhance value to our shareholders, we will probably consider.

But, again, the priority at the moment is our balance sheet..

Yeah. Thank you..

Your next question comes from the line of Stella Cridge from Barclays. Your line is open..

Hi. Good afternoon, everyone. Many thanks for all the updates. And there are two things I wanted to ask about.

The first is, could you just let us know what tower contracts will be maturing in the near-term? And given that some of the customers seem sensitive around the devaluation of the dollar component, what do you think might be similar or different in future tower contracts as you go through those negotiations? And that was the first one.

And the second one, I know you were previously asked about capital structure and optimization, but I wanted to ask it in a certainly different way more in terms of, do you see any funding needs in the next three months to six months, either at the OpCo level or at the HoldCo level, obviously, just noting that you did do some small borrowing in South Africa increased the HoldCo, RCF, et cetera, in the last few months.

That will be the second one. Thanks..

Sure. Hi, Stella. It’s Steve. I will go reverse. So funding needs, we have got small incremental things that we are doing, as I sort of alluded to on a prior question that was asked.

We have got small incremental things we are doing at OpCo, sorry, LatAm, for example, we are looking at things and we may look to do other things in relation to the wider capital structure, but those are -- we will see how we go on those bits and pieces. So that’s on the capital structure. We will obviously announce things other when things get done.

And from a maturity perspective, so we have got some smaller contracts across Sub-Saharan Africa in the next 18 months and then we have got one in Nigeria at the very end of 2024 -- yeah, 31st December, 1st of January 2025 in terms of the key contracts that are coming up for renewal, otherwise, everything out is longer term.

In terms of future tower contracts, it’s very difficult to comment on, everybody has wishlists, customers have wishlists, we have wishlist. Keep in mind, we also have a blend of different contracts across our particular African portfolio, where some include power, some don’t, some have higher dollarization, some have lower dollarization.

So there’s a whole raft of things, some have lease amendments captured within them, some don’t.

So there’s a whole raft of different items that typically both sides want to optimize and the reality is given the growth nature of our markets and given significant rollouts that continue in those markets, they usually ends up being some form of win-win within those negotiations. But let’s say, we can’t crystal ball gays at this point in time..

Superb. Many thanks to both..

That brings us to the end of the IHS Holding Limited second quarter 2023 earnings results call. Should you have any questions, please contact the Investor Relations team via the email address investorrelations@ihstowers.com. The management team, thank you for your participation today and wish you a good day. Thank you..