IHS Holding (IHS) SEC Filings

IHS Holding Ltd said shareholders approved the election of eight directors at its October 8, 2026 annual general meeting. The elected directors—Sam Darwish, William Saad, Ursula Burns, John Ellis Bush, Maria Carolina Lacerda, Nicholas Land, Phuthuma Nhleko and Aniko Szigetvari—are to serve until the annual general meeting for the year ended December 31, 2027, or until their earlier death, resignation, disqualification or removal.

Holders of 260,048,338 ordinary shares as of August 25, 2026, were represented in person or by proxy, constituting a quorum. Each ordinary share issued and outstanding at the close of business on that record date was entitled to one vote on the resolution, subject to limitations and exceptions in the company’s articles.

IHS Holding Ltd (IHS) confirmed the full redemption of its outstanding 5.625% Senior Notes due 2026. The company will redeem the entire remaining $200 million aggregate principal amount of these notes pursuant to a previously issued conditional notice of redemption.

The redemption is now irrevocable, and all outstanding notes will be redeemed on September 9, 2026 at a price of 100.000% of principal per $1,000, plus accrued and unpaid interest from May 29, 2026 to (but excluding) the redemption date.

IHS Holding Limited (IHS) is convening its annual general meeting of shareholders for the year ended December 31, 2026 on October 8, 2026 at 1:00 pm London time at its London offices. Shareholders are being asked to vote on a single proposal to elect eight director nominees to serve until the 2027 annual general meeting or earlier death, resignation, disqualification or removal.

Holders of Ordinary Shares of par value $0.30 at the close of business on August 25, 2026 may receive notice, attend and vote. There were 338,340,734 Ordinary Shares issued and outstanding and entitled to vote as of the record date, each generally carrying one vote. A quorum requires shareholders holding at least one‑third of the voting share capital present in person or by proxy. Directors will be elected by a plurality of votes cast, and the board recommends voting in favor of all eight nominees. Internet voting is available via proxyvote.com until 11:59 pm Eastern time on October 7, 2026, with detailed procedures provided for registered and beneficial holders, including those wishing to attend and vote in person.

IHS Holding Ltd (IHS) is refinancing part of its debt stack by agreeing to sell an additional $200,000,000 principal amount of 7.875% Senior Notes due 2030 in a Regulation S private placement. The new notes price at 101.7500%, for gross proceeds of $207,875,000, and will form a single series with the existing $550,000,000 7.875% notes issued in 2024 after a 40‑day Regulation S period. The notes mature on May 29, 2030, pay semi‑annual interest at 7.875%, and are expected to yield 7.3239% to maturity.

IHS intends to use the new proceeds primarily for the redemption of its 5.625% Senior Notes due 2026, plus related fees and expenses, with any remainder for general corporate purposes. In a separate conditional notice, IHS calls for the redemption of the entire outstanding $200 million principal of the 2026 notes on or after September 9, 2026 at 100.000% of principal plus about $3,125,000 of accrued interest, subject to receiving sufficient financing proceeds. The 2030 notes include standard high‑yield features such as make‑whole and call schedules, an equity claw of up to 40% before November 29, 2026, and a Change of Control put at 101%.

IHS Holding Limited reported higher revenue but weaker profitability for the three and six months ended June 30, 2026, alongside major strategic transactions and a pending take‑private merger. Revenue from continuing operations rose to $428.6 m in Q2 2026 and $844.0 m for the half year, but Q2 operating income fell to $82.8 m and income from continuing operations swung to a $15.1 m loss, driven by higher power costs, sharply higher administrative expenses, significant share‑based and long‑term incentive charges linked to the MTN merger, and $47.5 m of asset impairments in Q2.

Including discontinued Latam operations, the Group posted a Q2 net loss of $7.5 m but a H1 profit of $69.5 m. Cash and cash equivalents increased to $1,073.5 m, helped by the completed sale of the I‑Systems fiber business (gain of $20.0 m) and strong operating cash flow of $378.6 m in H1. Total borrowings were $3,109.8 m, and total equity was negative at $(182.6) m, reflecting accumulated losses and derecognition of Latam non‑controlling interests, though directors concluded the going‑concern basis remains appropriate given liquidity, debt covenants and completed/contracted Latam disposals.

Strategically, the Group agreed and largely completed its exit from Latin America, with the I‑Systems disposal closing in May 2026 and the ~$952 m Latam towers sale to Macquarie Asset Management completing in August 2026. On February 17, 2026, IHS entered into a definitive all‑cash merger agreement with MTN Group Limited at $8.50 per share, approved by shareholders in August 2026 and subject to remaining regulatory and closing conditions, including specified cash and indebtedness levels. The company used sizeable BRL‑denominated non‑deliverable forwards to hedge Brazilian Real proceeds from the Latam disposals.

IHS Holding Limited reported second‑quarter 2026 revenue from continuing operations of $428.6 million, up 10.4% year-on-year, supported by foreign-exchange translation gains, particularly from the Nigerian Naira. Revenue from discontinued Latin American operations was $42.4 million, down 5.9%.

Adjusted EBITDA was broadly flat at $245.3 million, but the company moved from income of $32.3 million in 2025 to a net loss of $7.5 million. Higher power generation costs linked to Middle East conflict increased cost of sales by $50.4 million, while administrative expenses rose $57.0 million, including $50.0 million of accelerated share-based and long-term benefit expenses triggered by the announced merger agreement with MTN Group Limited.

Cash from operations declined to $202.1 million from $254.8 million, but ALFCF improved to $57.1 million on lower interest, withholding tax and maintenance capex. The group completed the disposals of its I-Systems stake and Latin American tower operations, receiving $177.3 million of net sale proceeds in the quarter, and reported a consolidated net leverage ratio of 2.8x. Total equity remained negative at -$182.6 million. Shareholders have approved the proposed acquisition by MTN, which the company states remains on track to close in 2026, subject to remaining conditions.

IHS Holding Limited, through subsidiary IHS Mauritius BR Limited, completed the sale of its Latin America tower operations, including IHS Brazil, IHS Colombia and approximately 9,000 sites, to Macquarie Asset Management on August 7, 2026. This completion marks the company’s exit from the Latin America region.

IHS Towers remains one of the largest independent owners, operators and developers of shared communications infrastructure, with over 28,000 towers across five markets including Cameroon, Côte d’Ivoire, Nigeria, South Africa and Zambia. J.P. Morgan acted as financial advisor to IHS Towers.

UBS Group AG, together with certain subsidiaries, reports beneficial ownership of 19,394,037 Ordinary Shares of IHS Holding Ltd, representing 5.78% of the class. The securities are IHS ordinary shares with a par value of USD 0.30 per share.

UBS reports no sole voting or dispositive power over these shares, but shared voting power over 19,366,297 shares and shared dispositive power over 19,393,957 shares. The filing is made by UBS Group AG on behalf of itself and its wholly owned subsidiaries UBS AG London Branch, UBS Europe SE, UBS Securities LLC and UBS Financial Services Inc., as a parent holding company. The issuer’s principal executive offices are in London, United Kingdom.

IHS Holding Limited reported the results of an Extraordinary General Meeting of shareholders held on August 4, 2026. Shareholders considered proposals related to an Agreement and Plan of Merger among IHS Holding Limited, Mobile Telephone Networks (Netherlands) B.V., MTN Group Limited, and Sub-Merger Co, under which Merger Sub will merge with and into IHS Holding Limited, with IHS continuing as the surviving company, subject to the conditions in the agreement.

Holders of 264,066,813 ordinary shares, as of the July 9, 2026 record date, were represented in person or by proxy, constituting a quorum. Voting was conducted by poll, with each ordinary share generally entitled to one vote per resolution, subject to certain limitations in the Second Amended and Restated Memorandum and Articles of Association. All Board proposals described in the Proxy Statement were approved, including the special resolution (Proposal No. 1). Because that special resolution was approved, the ordinary resolution to adjourn the meeting (Proposal No. 2) was not called.