NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Press Release, 24 March 2022

Proposed secondary placing of shares in Airtel Africa plc

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), has been appointed by Singapore Telecom International Pte Ltd (the "Selling Shareholder") to sell approximately 55 million ordinary shares in Airtel Africa plc ("Airtel Africa" or the "Company") (the "Placing Shares"), representing approximately 1.5 per cent. of the Company's issued ordinary share capital.

The price per Placing Share will be determined through an accelerated bookbuild process. The bookbuild process will commence with immediate effect following this announcement and may close at any time at short notice. A further announcement will be made following the completion of the bookbuild and pricing of the Placing. The Placing is subject to demand, price and market conditions.

The Selling Shareholder will be locked up in respect of its residual holding for a period of 90 days post settlement of the Placing, subject to waiver by J.P. Morgan Cazenove.

J.P. Morgan Cazenove is acting as sole bookrunner in relation to the Placing.

Airtel Africa will not receive any proceeds from the Placing.

Enquiries:

IMPORTANT NOTICE

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful.  The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful.  No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.  Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction.  No action has been taken by the Selling Shareholder or J.P. Morgan Cazenove that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exemptions, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act).  Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States.  There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Regulation ("Qualified Investors").  For these purposes, the expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. 

In the United Kingdom, this announcement is directed exclusively at persons who are 'qualified investors' within the meaning of the UK Prospectus Regulation and (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons being referred to as "Relevant Persons"). For these purposes, the expression 'UK Prospectus Regulation' means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. In the United Kingdom, this announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available in the United Kingdom only to Relevant Persons and will be engaged in only with Relevant Persons.

In connection with any offering of the Placing Shares, J.P. Morgan Cazenove and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares.  In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares.  They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

J.P. Morgan Cazenove is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting on behalf of the Selling Shareholder and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares.  J.P. Morgan Cazenove will not regard any other person as its client in relation to the offering of the Placing Shares.