IHS Holding swings to $8.2M loss in Q3 2026
At the merger’s effective time, outstanding ordinary shares are to be cancelled for $8.50 in cash, subject to closing conditions and regulatory approvals.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
IHS Holding Limited (IHS) reported third-quarter 2026 continuing-operations revenue of $490.5 million, versus $403.9 million a year earlier, while operating income was $133.7 million versus $182.6 million. It recorded a net loss of $8.2 million, compared with net income of $147.4 million, as administrative expenses increased to $128.0 million from $39.6 million.
For the nine months ended September 30, 2026, revenue was $1,334.5 million versus $1,184.2 million, and net income was $61.4 million versus $210.4 million. Net cash from operating activities was $618.7 million, compared with $689.3 million. Cash and cash equivalents were $1,836.3 million as of September 30, 2026, versus $825.7 million as of December 31, 2025.
IHS completed the Latam Towers Disposal in August and the I-Systems Disposal in May, recording a $58.7 million net loss and a $20.0 million net gain, respectively. Under its merger agreement, each outstanding ordinary share, other than certain excluded shares, is to be cancelled for $8.50 in cash at the effective time. Shareholders approved the merger in August 2026; completion remains subject to closing conditions, regulatory approvals and specified cash and indebtedness levels.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointContinuing revenue rose to $490.5 million in Q3, from $403.9 million.
- Minor pointNine-month continuing revenue reached $1,334.5 million, versus $1,184.2 million.
- Minor pointI-Systems disposal recorded a $20.0 million net gain.
Negative
- Moderate pointQ3 net result shifted to a $8.2 million loss from $147.4 million income.
- Moderate pointNine-month operating cash flow was $618.7 million, versus $689.3 million.
- Moderate pointLatam Towers disposal resulted in a $58.7 million net loss. 2.1% of market cap
- Minor pointNine-month net income was $61.4 million, versus $210.4 million.
- Minor pointQ3 administrative expenses rose to $128.0 million from $39.6 million.
Filing Explained
The interim statements add a deal-linked employee incentive: certain employees may become eligible for one-time cash payments in connection with transaction completion, in a discretionary amount capped at
Key Figures
Key Terms
Segment Adjusted EBITDA financial
Colocation Rate technical
inorganic revenue financial
foreign exchange resets financial
discontinued operations financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue and net result did IHS (IHS) report for Q3 2026?
What are the terms of the IHS (IHS) merger?
How much cash did IHS (IHS) report on September 30, 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2026
Commission File Number: 001-40876
IHS Holding Limited
(Translation of registrant’s name into English)
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
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Exhibit Index
Exhibit | | Description |
| | |
99.1 | | Condensed Consolidated Interim Financial Statements of IHS Holding Limited for the three and nine months ended September 30, 2026 and Management’s Discussion and Analysis of Financial Condition and Results of Operations |
99.2 | | Amendment letter dated October 13, 2026 between IHS Holding Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division) as facility agent (for and on behalf of the lenders), in relation to the facilities agreement dated October 7, 2024. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | IHS Holding Limited | |
| | | |
| | | |
Date: November 10, 2026 | | By: | /s/ Steve Howden |
| | | Steve Howden |
| | | Executive Vice President and Chief |
| | | Financial Officer |
| | | |
Table of Contents
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Exhibit 99.1
TABLE OF CONTENTS
Page | |
PART I — FINANCIAL INFORMATION | |
Item 1. Interim Financial Statements | 8 |
Condensed Consolidated Statement of (Loss)/Income and Other Comprehensive Income/(Loss) (Unaudited) | 9 |
Condensed Consolidated Statement of Financial Position (Unaudited) | 10 |
Condensed Consolidated Statement of Changes in Equity (Unaudited) | 11 |
Condensed Consolidated Statement of Cash Flows (Unaudited) | 12 |
Notes to the Unaudited Condensed Consolidated Interim Financial Statements | 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 36 |
Key Financial and Operational Performance Indicators | 44 |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K contains forward-looking statements. We intend such forward-looking statements to be covered by relevant safe harbor provisions for forward-looking statements (or their equivalent) of any applicable jurisdiction, including those contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Form 6-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “commits,” “projects,” “contemplates,” “believes,” “estimates,” “forecast,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 6-K include, but are not limited to statements regarding our future results of operations and financial position, future organic growth, industry and business trends, business strategy and plans, the consummation of the transactions contemplated by the merger agreement with MTN Group Limited, shareholder value creation (including productivity enhancements and cost reductions, as well as our ability to refinance or meet our debt obligations), our market growth, position and our objectives for future operations, including our ability to maintain relationships with customers, the potential benefit of the terms of our contract renewals, the impact (illustrative or otherwise) of the renewed agreements with MTN Nigeria (including certain rebased fee components) on our financial results, the impact of currency and exchange rate fluctuations (including the fluctuations of the Naira) and other economic and geopolitical factors on our future results and operations, our objectives for future operations, and the timing of any of the foregoing.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:
| ● | non-performance under or termination, non-renewal or material modification of our customer agreements; |
| ● | volatility in terms of timing for settlement of invoices or our inability to collect amounts due under invoices; |
| ● | a reduction in the creditworthiness and financial strength of our customers; |
| ● | the business, legal and political risks in the countries in which we operate; |
| ● | general macroeconomic conditions in the countries in which we operate and the wider global economy, including any impact of potential tariffs imposed by foreign governments; |
| ● | changes to existing or new tax laws, rates or fees; |
| ● | foreign exchange risks, particularly in relation to the Nigerian Naira, and/or ability to hedge against such risks in our commercial agreements or to access U.S. dollars in our markets; |
| ● | the effect of regional or global health pandemics, geopolitical conflicts, wars and acts of terrorism including, but not limited to, or as a result of, political instability, religious differences, ethnicity and regionalism in emerging and less developed markets, as well as recent hostilities involving Iran and related developments in the Middle East, which may affect oil production, trade routes and global energy markets; |
| ● | our inability to successfully execute our business strategy and operating plans and manage our growth, including our ability to increase the number of Colocations and Lease Amendments on our Towers and construct New Sites or develop business related to adjacent telecommunications verticals (including our fiber business) or deliver on our sustainability or environmental, social and governance (ESG) strategy and initiatives under anticipated costs, timelines, and complexity, such as our Carbon Reduction Roadmap and Project Green; |
| ● | our reliance on third-party contractors or suppliers, including failure, underperformance or inability to provide products or services to us (in a timely manner or at all) due to sanctions regulations, supply chain issues or for other reasons; |
| ● | our estimates and assumptions and estimated operating results may differ materially from actual results; |
| ● | increases in operating expenses, including fluctuating costs for diesel or ground leases; |
| ● | failure to renew or extend our ground leases, or protect our rights to access and operate our Towers or other telecommunications infrastructure assets; |
| ● | loss of tenancies or customers; |
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| ● | risks related to our indebtedness; |
| ● | changes to the network deployment plans of mobile operators in the countries in which we operate; |
| ● | a reduction in demand for our services; |
| ● | the introduction of new technology reducing the need for tower infrastructure and/or adjacent telecommunication verticals; |
| ● | an increase in competition in the telecommunications tower infrastructure industry and/or adjacent telecommunication verticals; |
| ● | our failure to integrate acquisitions; |
| ● | the identification by management of material weaknesses 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; |
| ● | potential uncertainty and contingencies related to the timing and consummation of the transactions contemplated by the merger agreement with MTN Group Limited; |
| ● | increased costs, harm to reputation, or other adverse impacts related to increased attention to and evolving expectations for environmental, social and governance initiatives; |
| ● | our reliance on our senior management team and/or key employees; |
| ● | failure to obtain required approvals and licenses for some of our sites or businesses or comply with applicable regulations; |
| ● | inability to raise financing to fund future growth opportunities or operating expense reduction strategies; |
| ● | environmental liability; |
| ● | inadequate insurance coverage, property loss and unforeseen business interruption; |
| ● | compliance with or violations (or alleged violations) of laws, regulations and sanctions, including but not limited to those relating to telecommunications regulatory systems, tax, labor, employment (including new minimum wage regulations), unions, health and safety, antitrust and competition, environmental protection, consumer protection, data privacy and protection, import/export, foreign exchange or currency, and of anti-bribery, anti-corruption and/or money laundering laws, sanctions and regulations; |
| ● | disruptions in our supply of diesel or other materials, as well as related price fluctuations; |
| ● | legal and arbitration proceedings; |
| ● | our reliance on shareholder support (including to invest in growth opportunities) and related party transaction risks; |
| ● | risks related to the markets in which we operate, including but not limited to local community opposition to some of our sites or infrastructure, and the risks from our investments into emerging and other less developed markets; |
| ● | injury, illness or death of employees, contractors or third parties arising from health and safety incidents; |
| ● | loss or damage of assets due to security issues or civil commotion; |
| ● | loss or damage resulting from attacks on any information technology system or software; |
| ● | loss or damage of assets due to extreme weather events whether or not due to climate change; |
| ● | failure to meet the requirements of accurate and timely financial reporting and/or meet the standards of internal control over financial reporting that support a clean certification under the Sarbanes-Oxley Act; |
| ● | risks related to our status as a foreign private issuer; and |
| ● | the important factors discussed in the section titled “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025. |
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The forward-looking statements in this Form 6-K are based upon information available to us as of the date of this Form 6-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. You should read this Form 6-K and the documents that we reference in this Form 6-K with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Particularly in the ESG context, materiality is subject to various definitions that often differ from, and are generally more expansive than, the definition under US federal securities laws. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas (GHG) accounting and the processes for measuring and counting GHG emissions and GHG emissions reductions are evolving, and it is possible that our approaches both to measuring our emissions and any reductions may be at some point, either currently or in future, considered by certain parties to not be in keeping with best practices. In addition, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. These forward-looking statements speak only as of the date of this Form 6-K. Except as required by applicable law, we do not assume, and expressly disclaim, any obligation to publicly update or revise any forward-looking statements contained in this Form 6-K, whether as a result of any new information, future events or otherwise. Additionally, references to any website or other documents contained in this Form 6-K are provided for convenience only, and their content is not incorporated by reference into this Form 6-K.
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CERTAIN DEFINED TERMS
Unless the context provides otherwise, references herein to:
| ● | “2026 Notes” refers to our $500 million originally issued 5.625% Senior Notes due 2026, which have been fully redeemed. |
| ● | “2027 Notes” refers to our $940 million 8.000% Senior Notes due 2027. |
| ● | “2028 Notes” refers to our $500 million 6.250% Senior Notes due 2028. |
| ● | “2030 Notes” refers to our $750 million 7.875% Senior Notes due 2030, comprising $550 million 7.875% Senior Notes due 2030 which were issued in November 2024 and the Additional 2030 Notes. |
| ● | “2031 Notes” refers to our $650 million 8.250% Senior Notes due 2031. |
| ● | “Additional 2030 Notes” refers to the $200 million aggregate principal amount of 2030 Notes which were issued in September 2026. |
| ● | “Airtel Nigeria” refers to Airtel Networks Limited, a subsidiary of Airtel Africa. |
| ● | “Articles” refers to our second amended and restated memorandum and articles of association, adopted by special resolution dated June 28, 2024. |
| ● | “Brazilian Real”, “BRL” and “R$” refers to the lawful currency of the Federative Republic of Brazil. |
| ● | “Carbon Reduction Roadmap” refers to our strategy for decreasing our emissions, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 50% by 2030, using 2021 emissions data as the baseline. |
| ● | “CBN” refers to the Central Bank of Nigeria. |
| ● | “Churn” refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue for sites under a customer’s contract in any particular period, adjusted for the reintegration of previously lost tenancies. When we decommission a site and move a customer from one of our sites to another site to rationalize our portfolio, this is not included in Churn. |
| ● | “Colocation” refers to the installation of equipment on existing towers for a new tenant alongside current Tenants. |
| ● | “Colocation Rate” refers to the average number of Tenants per Tower across our portfolio at a given point in time. We calculate the Colocation Rate by dividing the total number of Tenants across our portfolio by the total number of Towers across our portfolio at a given time. |
| ● | “Contracted Revenue” refers to lease fees to be received from the 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. In aggregating Contracted Revenue, we have taken the average lease rate for our Key Customers as of September 30, 2026, which is applied to the remaining term of the tenancies, lease amendments and fiber access of each Key Customer, assuming constant foreign exchange rates, no escalation of lease rates despite contractual provisions in our MLAs in that regard, no new Tenants, new Lease Amendments or new access to fiber, no amendments to our existing MLA terms and no Churn. See “Risk Factors — Our Contracted Revenue is based on certain estimates and assumptions and actual results may differ materially from such estimated operating results.” |
| ● | “euro” or “€” refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. |
| ● | “IFRS” refers to International Financial Reporting Standards which have been developed by the International Accounting Standards Board (“IASB”). |
| ● | “IHS Nigeria” refers to IHS (Nigeria) Limited, one of our operating subsidiaries in Nigeria. |
| ● | “INT Towers” refers to INT Towers Limited, one of our operating subsidiaries in Nigeria. |
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| ● | “I-Systems” refers to I-Systems Soluções de Infraestrutura S.A., one of our former operating subsidiaries in Brazil. |
| ● | “I-Systems Disposal” refers to the disposal of the Company's 51.0% interest in I-Systems by IHS Fiber Brasil – Cessão de Infraestruturas Ltda. to TIM S.A. The transaction was completed in May 2026. |
| ● | “Key Customers” refers to key customers during the period, being the MTN Customers, Orange Cameroun S.A., or Orange Cameroon, Orange Côte d’Ivoire S.A., or Orange Côte d’Ivoire, Airtel Nigeria, Airtel Networks Zambia PLC, or Airtel Zambia, and Telkom South Africa. Our Key Customers also included T2 until September 2025, Airtel Rwanda Limited, or Airtel Rwanda until October 2025, TIM Cellular S.A., or TIM Brasil until May 2026, and, until August 2026, Claro S.A., or Claro Brazil, Telefonica Brasil S.A., or Vivo Brazil, Colombia Móvile S.A. E.S.P., or Tigo Colombia, COMSEL S.A., or Claro Colombia, and Oi S.A., or Oi Brazil. |
| ● | "Latam” refers to our former business segment that included our markets in Latin America, being Brazil and Colombia, which were disposed of in August 2026. Historically, the segment also included Peru until its sale in April 2024. |
| ● | “Latam Towers Disposal” refers to the disposal of the Group's Latam tower operations, comprising its tower businesses in Brazil and Colombia, to Macquarie Asset Management. The transaction was completed in August 2026. |
| ● | “Lease Amendments” refers to the installation of additional equipment on a site or the provision of certain ancillary services for an existing Tenant, for which we charge our customers a recurring lease fee. |
| ● | “LTE” refers to long-term evolution, a standard for high-speed wireless communication for mobile devices and data terminals. We refer to LTE and 4G interchangeably in this Report. |
| ● | “Managed Services” refers to when MNOs outsource the day-to-day operations of their owned towers or other towers on which they are present, including maintenance, security and power supply. |
| ● | “MLA” refers to the long-term lease agreements we enter into with our customers, including but not limited to master lease agreements, master services agreements, infrastructure sharing agreements, master tower space use/license agreements and MLL agreements. |
| ● | “MLL” refers to towers we manage with a license to lease for a defined period. Where there is an MLL agreement, we have the right to lease out space on the tower to other MNOs and provide services, generating further revenue for ourselves. The site owner typically reduces its operating costs and eliminates capital expenditures. |
| ● | “MNOs” refers to mobile network operators. |
| ● | “MTN Customers” refers to MTN Nigeria, MTN Côte d’Ivoire S.A., or MTN Côte d’Ivoire, MTN Cameroon Limited, or MTN Cameroon, MTN Zambia Limited, or MTN Zambia, MTN Rwandacell Limited, or MTN Rwanda (until October 2025), or MTN South Africa. |
| ● | “MTN Group” refers to MTN Group Limited and its subsidiaries, one of which is one of our shareholders as well as a related party of certain MTN operating entities that are our customers in the countries in which we currently operate. In each African market in which we currently operate, one of the MTN operating entities is a customer of ours. |
| ● | “MTN Nigeria” refers to MTN Nigeria Communications PLC. |
| ● | “MTN South Africa” refers to Mobile Telephone Networks Proprietary Limited. |
| ● | “NAFEM”, refers to the Nigerian Foreign Exchange Market introduced by the CBN in October 2023 to rename the Investors’ and Exporters’ foreign exchange trading window implemented by the Central Bank of Nigeria in April 2017. |
| ● | “Naira”, “NGN” and “₦” refers to the lawful currency of the Federal Republic of Nigeria. |
| ● | “New Sites” refers to Towers owned and operated by the Group constructed through build-to-suit arrangements for the initial Tenant. |
| ● | “NFEM”, refers to the Nigerian Foreign Exchange Market which was introduced in December 2024 to replace NAFEM. The pricing of all foreign exchange transactions in the NFEM are required to be undertaken on the Electronic Foreign Exchange Matching System (“EFEMS”). |
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| ● | “OLT” refers to an optical line terminal or optical line termination, which is a device which serves as the service provider endpoint of a passive optical network. |
| ● | “Project Green” refers to the current phase of our Carbon Reduction Roadmap. |
| ● | “Rwanda Disposal” refers to the disposal of our 100% interest in IHS Rwanda Limited to Paradigm Tower Ventures. The transaction completed in October 2025. |
| ● | “Senior Notes” refers to the 2026 Notes, the 2027 Notes, the 2028 Notes, the 2030 Notes and the 2031 Notes, collectively. |
| ● | “South African Rand” and “ZAR” refers to the lawful currency of the Republic of South Africa. |
| ● | “sites” refers to towers that are owned or operated by us. |
| ● | “SSA” refers to our business segment that includes our markets in the Sub-Saharan region of Africa, which currently are Cameroon, Côte d’Ivoire, South Africa and Zambia. Until October 9, 2025 this business segment also included Rwanda. |
| ● | “subscribers” refers to the number of active subscriber identification module, or SIM, cards in service rather than the number of services provided (excluding machine to machine connections). For example, if a subscriber has both a data and voice plan on a smartphone this would equate to one subscriber. Alternatively, a subscriber who has a data and voice plan for a smartphone and a data plan for a tablet would be counted as two subscribers. |
| ● | “T2” refers to Emerging Markets Telecommunications Services Limited, which was previously known as 9mobile and Etisalat Nigeria. |
| ● | “Tenants” refers to the number of distinct customers who have leased space on each Tower across our portfolio. For example, if one customer had leased tower space on five of our Towers, we would have five Tenants. |
| ● | “Towers” refers to ground-based towers, rooftop and wall-mounted towers, cell poles, in-building solutions, small cells, distributed antenna systems and cells-on-wheels, each of which is deployed to support wireless transmission equipment. We measure the number of Towers in our portfolio at a given time by counting the number of Towers that we own or operate with at least one Tenant. The number of Towers in our portfolio excludes any towers for which we provide managed services. |
| ● | “U.S. dollar”, “USD” or “$” refer to U.S. dollars. |
| ● | “ZedMobile” refers to the trading name of Beeline Telecom Limited. |
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PART I ‒ FINANCIAL INFORMATION
Item 1. Interim Financial Statements
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CONDENSED CONSOLIDATED STATEMENT OF (LOSS)/INCOME AND OTHER COMPREHENSIVE INCOME/(LOSS) (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
Three months ended | Nine months ended | |||||||||
| | September 30, | | September 30, | | September 30, | | September 30, | ||
2026 | 2025(a) | 2026 | 2025(a) | |||||||
Notes | $’m | $’m | $'m | $'m | ||||||
Continuing operations | ||||||||||
Revenue |
| | | | | | ||||
Cost of sales |
| 6 | ( | ( | ( | ( | ||||
Administrative expenses |
| 7 | ( | ( | ( | ( | ||||
Other income |
| | | | | |||||
Operating income |
| | | | | | ||||
Finance income |
| 8 | | | | | ||||
Finance costs |
| 9 | ( | ( | ( | ( | ||||
Income before income tax |
| | | | | | ||||
Income tax expense |
| 10 | ( | ( | ( | ( | ||||
Income from continuing operations | | | | | ||||||
Loss from discontinued operations | 21 | ( | ( | ( | ( | |||||
(Loss)/income for the period |
| | ( | | | | ||||
Attributable to: |
| | | | | |||||
Owners of the Company |
| | ( | | | | ||||
Non-controlling interests |
| — | ( | | ( | |||||
(Loss)/income for the period |
| | ( | | | | ||||
(Loss)/income attributable to owners arises from: | ||||||||||
Continuing operations | | | | | ||||||
Discontinued operations | ( | ( | ( | ( | ||||||
( | | | | |||||||
Income per share from continuing operations | ||||||||||
Income per share ($) - basic |
| 11 | | | | | ||||
Income per share ($) - diluted |
| 11 | | | | | ||||
(Loss)/income per share | ||||||||||
(Loss)/income per share ($) - basic | 11 | ( | ||||||||
(Loss)/income per share ($) - diluted | 11 | ( | ||||||||
Other comprehensive income/(loss): |
| | | | | | ||||
Items that may be reclassified to income or loss |
| | ||||||||
Net exchange loss recycled to income statement on disposal of subsidiaries |
| | | — | | — | ||||
Exchange differences on translation of foreign operations |
| | ( | ( | ( | | ||||
Other comprehensive income/(loss) for the period, net of taxes |
| | | ( | ( | | ||||
Total comprehensive (loss)/income for the period |
| | ( | | | | ||||
Attributable to: |
| | | | | | ||||
Owners of the Company |
| | ( | | | | ||||
Non-controlling interests |
| | | | | | ||||
Total comprehensive (loss)/income for the period |
| | ( | | | | ||||
Total comprehensive (loss)/income for the period attributable to owners arises from: |
| | | | | | ||||
Continuing operations |
| | ( | | ( | | ||||
Discontinued operations |
| | | | | | ||||
| | ( | | | | |||||
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
The notes on pages 13 to 35 form part of the condensed consolidated interim financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AT SEPTEMBER 30, 2026, AND DECEMBER 31, 2025
| | September 30, | | December 31, | ||
2026 | 2025 | |||||
Notes | $'m | $'m | ||||
Non-current assets |
| |
| |
| |
Property, plant and equipment |
|
| |
| | |
Right-of-use assets |
|
| |
| | |
Goodwill |
|
| |
| | |
Other intangible assets |
|
| |
| | |
Deferred income tax assets |
| 10 |
| |
| |
Derivative financial instrument assets |
| 12 |
| |
| |
Trade and other receivables |
| 13 |
| |
| |
| |
| | |||
Current assets |
| |
| |
| |
Inventories |
| |
| |
| |
Income tax receivable |
|
| |
| | |
Derivative financial instrument assets |
| 12 |
| |
| — |
Trade and other receivables |
| 13 |
| |
| |
Cash and cash equivalents(a) |
| |
| |
| |
Assets held for sale | 21 | — | | |||
| |
| | |||
TOTAL ASSETS |
| |
| |
| |
| |
| |
| | |
Non-current liabilities |
| | |
| | |
Trade and other payables |
| 14 | |
| | |
Borrowings |
| 15 | |
| | |
Lease liabilities |
| 16 | |
| | |
Provisions for other liabilities and charges |
| |
| | ||
Deferred income tax liabilities |
| | |
| | |
|
| | ||||
Current liabilities |
| |
| |
| |
Trade and other payables |
| 14 |
| |
| |
Provisions for other liabilities and charges |
|
| |
| | |
Income tax payable |
| 10 |
| |
| |
Borrowings |
| 15 |
| |
| |
Lease liabilities |
| 16 |
| |
| |
Liabilities held for sale | 21 | — | | |||
|
| | ||||
TOTAL LIABILITIES |
| | |
| | |
| | |
| | ||
Stated capital |
| 17 | |
| | |
Accumulated losses |
| | ( |
| ( | |
Other reserves |
| |
| | ||
Equity attributable to owners of the Company |
| | ( |
| ( | |
Non-controlling interests |
| ( |
| | ||
TOTAL EQUITY |
| | ( |
| ( | |
TOTAL LIABILITIES AND EQUITY |
| |
| |
| |
| (a) | The December 31, 2025 balance excludes $ |
The notes on pages 13 to 35 form part of the condensed consolidated interim financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
Attributable to owners of the Company | ||||||||||||
|
|
|
|
| Non- |
| ||||||
Stated | Accumulated | Other | controlling | Total | ||||||||
capital | losses | reserves | Total | interests | equity | |||||||
$'m | $'m | $'m | $'m | $'m | $'m | |||||||
At January 1, 2025 |
| | ( | | ( | | ( | |||||
Exercise of share options |
| | — | ( | — | — | — | |||||
Share-based payment expense | — | — | | | — | | ||||||
Total transactions with owners |
| | — | | | — | | |||||
Income/(loss) for the period |
| — | | — | | ( | | |||||
Other comprehensive income |
| — | — | | | | | |||||
Total comprehensive income |
| — | | | | | | |||||
At September 30, 2025 |
| | ( | | ( | | | |||||
| ||||||||||||
At January 1, 2026 | | ( | | ( | | ( | ||||||
Non-controlling interests derecognized on disposal |
| — | — | — | — | ( | ( | |||||
Exercise of share options | | — | ( | — | — | — | ||||||
Share-based payment expense |
| — | — | | | — | | |||||
Other movements | — | — | | | — | | ||||||
Total transactions with owners |
| | — | | | ( | ( | |||||
Income for the period |
| — | | — | | | | |||||
Other comprehensive (loss)/income |
| — | — | ( | ( | | ( | |||||
Total comprehensive income/(loss) |
| — | | ( | | | | |||||
At September 30, 2026 |
| | ( | | ( | ( | ( | |||||
The notes on pages 13 to 35 form part of the condensed consolidated interim financial statements.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2026, AND 2025
Three months ended | Nine months ended | |||||||||
| | September 30, | September 30, | September 30, | September 30, | |||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||
Note | $'m | $'m | $'m | $'m | ||||||
Cash flows from operating activities | | | | | | |||||
Cash from operations | 18 | | | | | |||||
Income taxes paid | ( | ( | ( | ( | ||||||
Payment for rent | ( | ( | ( | ( | ||||||
Payment for tower and tower equipment decommissioning | — | — | — | ( | ||||||
Net cash from operating activities | | | | | ||||||
Cash flow from investing activities | | | ||||||||
Purchase of property, plant and equipment | ( | ( | ( | ( | ||||||
Payment in advance for property, plant and equipment | ( | ( | ( | ( | ||||||
Purchase of software and licenses | ( | — | ( | ( | ||||||
Proceeds from sale of subsidiaries, net of cash disposed | | — | | — | ||||||
Net (costs)/proceeds relating to disposal of property, plant and equipment | ( | ( | | ( | ||||||
Insurance claims received | | | | | ||||||
Interest received | | | | | ||||||
Settlement of non-deliverable forwards | ( | — | ( | — | ||||||
Deposit of short-term deposits | ( | ( | ( | ( | ||||||
Refund of short-term deposits | | | | | ||||||
Net cash from/(used in) investing activities | | ( | | ( | ||||||
Cash flows from financing activities | | | ||||||||
Proceeds received from issuance of borrowings (net of transaction costs) | | — | | | ||||||
Repayment of borrowings | ( | ( | ( | ( | ||||||
Fees on borrowings and derivative instruments | ( | ( | ( | ( | ||||||
Interest paid | ( | ( | ( | ( | ||||||
Payment for the principal portion of lease liabilities | ( | ( | ( | ( | ||||||
Interest paid for lease liabilities | ( | ( | ( | ( | ||||||
Settlement of deliverable forwards | — | ( | — | ( | ||||||
Interest paid on derivative instruments | — | ( | — | ( | ||||||
Net cash used in financing activities | ( | ( | ( | ( | ||||||
Net increase in cash and cash equivalents | | | | | ||||||
Cash and cash equivalents at beginning of period | | | | | ||||||
Exchange differences | ( | | ( | | ||||||
Cash and cash equivalents at end of period | | | | | ||||||
The notes on pages 13 to 35 form part of the condensed consolidated interim financial statements.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1.General Information
The financial statements are the unaudited condensed consolidated interim financial statements (hereafter “financial statements”) of IHS Holding Limited (the “Company”) and its subsidiaries (together hereafter referred to as the “Group”). IHS Holding Limited is incorporated in the Cayman Islands under the Companies Act (as amended) as an exempted company with limited liability. The Company is domiciled in the Cayman Islands and the address of its registered office is 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands.
IHS is principally involved in providing infrastructure for the telecommunications industry. The financial period presented comprises the three and nine months ended September 30, 2026, along with its comparative prior period. The financial statements are presented in U.S. dollars ($) in millions, except where otherwise indicated. Certain columns and rows in financial tables within management’s discussion and analysis of financial condition and results of operations may not add due to rounding. Percentages have been calculated from the underlying whole-dollar amounts for all periods presented.
2.Summary of material accounting policies
2.1Basis of preparation
The financial statements for the three and nine months ended September 30, 2026, have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (“IAS 34”), as issued by the International Accounting Standards Board (“IFRS® Accounting Standards”).
The condensed financial statements do not amount to full financial statements and do not include all of the information and disclosures required for full consolidated annual financial statements. These should be read in conjunction with the consolidated annual financial statements of the Group for the year ended December 31, 2025, which have been prepared in accordance with IFRS® Accounting Standards as issued by the IASB, as noted within note 2.1 of the consolidated annual financial statements.
In management’s opinion, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Group’s financial position as of September 30, 2026, and its results of operations for the three and nine months ended September 30, 2026, and 2025, cash flows for the three and nine months ended September 30, 2026, and 2025, and statement of changes in equity for the nine months ended September 30, 2026, and 2025. The condensed consolidated statement of financial position as of December 31, 2025, was derived from audited consolidated annual financial statements but does not contain all of the footnote disclosures from the consolidated annual financial statements.
2.2Approval
These condensed consolidated interim financial statements were authorized and approved for issue on November 9, 2026.
2.3Income tax
Income tax expense for the interim period is recognized based on the Group’s estimated annual effective income tax rate expected for the full financial year on an entity basis, applied to profit before tax for the interim period. The estimated annual effective tax rate is calculated separately for each entity, incorporating the expected statutory tax rates, tax incentives and non-deductible items across the countries in which the Group operates.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
2.4Changes in accounting policies and disclosures
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except the new standards, amendments and interpretations adopted by the Group during the period.
The Group has applied the following standards, amendments and interpretations for its reporting period commencing January 1, 2026:
| ● | Amendments to the Classification and Measurement of Financial Instruments (Amendments to: IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”)); |
| ● | Annual Improvements to IFRS Accounting Standards – Volume 11; and |
| ● | Contracts Referencing Nature-dependent Electricity (Amendments to: IFRS 9 and IFRS 7). |
The above did not have a material impact on the Group’s financial statements. However, in applying the Amendments to the Classification and Measurement of Financial Instruments, the Group has elected the accounting policy option in IFRS 9 to derecognize financial liabilities settled in cash using an electronic payment system when it loses the practical ability to access the cash used to discharge the liability, which is generally when the related payment instruction is irrevocably processed.
Certain new standards and amendments have been published that are not yet effective for September 30, 2026 reporting period and have not been early adopted by the Group. These are as follows:
| ● | Presentation and Disclosure in Financial Statements (IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”)); |
| ● | Amendments to the Fair Value Option for Investments in Associates and Joint Ventures (Amendment to IAS 28); |
| ● | Regulatory Assets and Regulatory Liabilities (“IFRS 20”) |
| ● | Translation to a Hyperinflationary Presentation Currency (Amendments to: IAS 21); and |
| ● | Subsidiaries without Public Accountability: Disclosures (Amendment to IFRS 19). |
The Company is in the process of analyzing the impact of the above.
When the number of shares under share-based payment arrangement, or an estimated liability under an employee long-term benefit arrangement (excluding post-employment and termination benefits) changes, and/or the service period for either is reduced, this results in accelerated expense recognition in the current period, by way of updating the cumulative expense recognized up to the reporting date. The expense for the revised remaining vesting period is recognized prospectively.
This accounting policy has been applied in the current period to certain management incentive schemes, following the February 2026 agreement by the Group to enter into a definitive merger agreement to be acquired by MTN Group Limited (see note 7 for further details). The expense recognized includes an estimated charge for the service period to date for a discretionary long-term incentive scheme under which certain employees may become eligible to receive one-time cash payments in connection with the completion of the transactions contemplated by the merger agreement with MTN Group Limited and the Latam Towers Disposal and I-Systems Disposal for a discretionary amount that is no greater than $
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
3.Critical accounting estimates and judgments
The preparation of interim financial statements requires management to make certain judgments, accounting estimates and assumptions that affect the amounts reported for the assets and liabilities as of the end of the reporting period and the amounts reported for revenues and expenses during the period. The nature of the estimation means that actual outcomes could differ from those estimates.
In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2025.
(a)Going Concern
As part of their regular assessment of the Group’s liquidity and financing position, the Directors have prepared detailed forecasts for a period which extends beyond 12 months after the date of approval of these financial statements. In assessing the forecasts, the Directors have considered:
| ● | the current economic conditions in the operating markets and the impact on trading performance; |
| ● | the impact of macroeconomic factors, particularly interest rates and foreign exchange rates and the ongoing impact of geopolitical conflicts and wars; |
| ● | the status of the Group’s financial arrangements and recent activities (see also note 15); |
| ● | mitigating actions available should business activities fall behind current expectations; and |
| ● | additional sensitivity analysis under a stressed scenario to assess the impact of a severe but plausible downside case. |
In addition, the Directors have considered the following:
| ● | the Group had cash and cash equivalents of $ |
| ● | the Group has assessed its current cash reserves and the availability of undrawn facilities and continues to monitor available liquidity in the context of ongoing operational requirements and planned capital expenditure; |
| ● | all of the Group’s operations are cash generative; and |
| ● | our IT team monitors the risk of fraud, data or security breaches, loss of data and the potential for other cyber-related attacks and utilizes security measures to mitigate such risks. |
In 2026, the Group entered into a merger agreement to be acquired by MTN Group for cash consideration of $
Having carefully considered the factors noted above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of issuance of these financial statements and to operate within the covenant levels of its current debt facilities. The Directors therefore continue to consider it appropriate to adopt the going concern basis of accounting in preparing these financial statements.
4.Capital risk management and fair value measurements
The Group’s activities expose it to a variety of financial risks including market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk. The financial statements do not include all financial risk management information and disclosures required in consolidated annual financial statements, and should be read in conjunction with the Group’s consolidated annual financial statements for the year ended December 31, 2025.
There have been no changes in any risk management policies since December 31, 2025.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Fair value hierarchy
The different levels have been defined as follows:
| ● | Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); |
| ● | Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and |
| ● | Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3). |
The Group’s financial instruments held at fair value all had a level 2 classification. These instruments comprise foreign exchange swaps, contingent BRL/USD non-deliverable forwards and options embedded in the Group’s bonds (see note 12 for further details). Their fair values are determined based on mark-to-market values provided by the counterparty financial institutions or valuation techniques using observable market data.
Fair value estimation
At September 30, 2026 | At December 31, 2025 | |||||||
Carrying | Fair | Carrying | Fair | |||||
| value | | value | | value | | value | |
$'m | $'m | $'m | $'m | |||||
Financial liabilities | ||||||||
Borrowings (note 15) |
| | |
| |
| | |
The fair values of total borrowings presented above are classified as Level 2 of the fair value hierarchy and are based on discounted cash flows using a current borrowing rate.
Amounts at September 30, 2026 include $
Other than borrowings, the fair values of financial assets and financial liabilities are not materially different from their carrying values.
5.Segment reporting
The Group’s Executive Committee is identified as the chief operating decision maker (“CODM”) that reviews the Company’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports.
The CODM has identified
| ● | Nigeria; |
| ● | SSA; and |
| ● | Latam (discontinued operations – see note 21) |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The CODM primarily uses a measure of Adjusted EBITDA (including by segment) as income/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net (reversal of impairment)/ impairment of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, right-of-use assets, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on disposal of property, plant and equipment and right-of-use 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. The most directly comparable IFRS measure to Adjusted EBITDA is our income/(loss) for the period. The CODM also regularly receives information about the Group’s revenue by segment. The Group has additional corporate costs which do not meet the quantitative thresholds to be separately reported and therefore are not allocated to operating segments. Segment Adjusted EBITDA represents Adjusted EBITDA excluding unallocated corporate expenses.
There are
The additions to property, plant and equipment, right-of-use assets, and intangible assets within segment assets are based on the operations of the segment and the physical location of the assets, and are measured in the same way as in the consolidated financial statements.
Summarized financial information is as follows:
Nigeria | | SSA | | Latam | | Total | ||
| $'m | | $'m | | $'m | | $'m | |
Three months ended September 30, 2026 | ||||||||
Revenues from external customers - continuing operations | | | — | | ||||
Revenues from external customers - discontinued operations | — | — | | | ||||
Revenues from external customers | | | | |||||
Segment Adjusted EBITDA | | | | | ||||
Three months ended September 30, 2025 | ||||||||
Revenues from external customers - continuing operations | | | — | | ||||
Revenues from external customers - discontinued operations | — | — | | | ||||
Revenues from external customers | | | | |||||
Segment Adjusted EBITDA | | | | | ||||
Nine months ended September 30, 2026 | ||||||||
Revenues from external customers - continuing operations | | | — | | ||||
Revenues from external customers - discontinued operations | — | — | | | ||||
Revenues from external customers | | | | |||||
Segment Adjusted EBITDA | | | | | ||||
Nine months ended September 30, 2025 | ||||||||
Revenues from external customers - continuing operations | | | — | | ||||
Revenues from external customers - discontinued operations | — | — | | | ||||
Revenues from external customers | | | | |||||
Segment Adjusted EBITDA | | | | |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Each segment's Adjusted EBITDA above includes the following items:
Continuing operations | Discontinued operations | |||||||||
Nigeria | | SSA | | Unallocated items | | Total | Latam | |||
| $'m | | $'m | | $'m | | $'m | $'m | ||
Three months ended September 30, 2026 | ||||||||||
Power generation |
| |
| |
| — |
| | | |
Staff costs |
| |
| |
| |
| | | |
Tower repairs and maintenance |
| |
| |
| — |
| | | |
Three months ended September 30, 2025 | ||||||||||
Power generation |
| |
| |
| — |
| | | |
Staff costs |
| |
| |
| |
| | | |
Tower repairs and maintenance |
| |
| |
| — |
| | | |
Nine months ended September 30, 2026 | ||||||||||
Power generation |
| |
| |
| — |
| | | |
Staff costs |
| |
| |
| |
| | | |
Tower repairs and maintenance |
| |
| |
| — |
| | | |
Nine months ended September 30, 2025 | ||||||||||
Power generation |
| |
| |
| — |
| | | |
Staff costs |
| |
| |
| |
| | | |
Tower repairs and maintenance |
| |
| |
| — |
| | | |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Reconciliation of information on reportable segments to the amounts reported in the financial statements:
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025 | | 2026 | | 2025 | |
$'m | $'m | $'m | $'m | |||||
Segment Adjusted EBITDA | | | | | ||||
Unallocated corporate expenses(a) | ( | ( | ( | ( | ||||
Finance costs | ( | ( | ( | ( | ||||
Depreciation and amortization | ( | ( | ( | ( | ||||
Share-based payment expense | ( | ( | ( | ( | ||||
Other costs(b) | ( | ( | ( | ( | ||||
Net impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent(c) | ( | ( | ( | ( | ||||
Business combination costs | ( | ( | ( | ( | ||||
Insurance claims | | | | | ||||
Net gain/(loss) on disposal of property, plant and equipment and right-of-use assets | | ( | | | ||||
Net impairment reversal of withholding tax receivables (note 7) | | | | | ||||
Finance income | | | | | ||||
Net loss on disposal of subsidiaries (note 20) | ( | — | ( | — | ||||
Exclude: Loss before tax from discontinued operations (note 21.1) | | | | | ||||
Income before tax | | | | | ||||
| (a) | Unallocated corporate expenses primarily consist of costs associated with centralized Group functions including Group executive, finance, HR, IT, legal, tax and treasury services. |
| (b) | Other costs for the three and nine months ended September 30, 2026, included $ |
| (c) | Includes impairment of held for sale non-current assets for the three and nine months ended September 30, 2026 of $ |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Additions to segment assets are as follows:
Nigeria | | SSA | | Latam | | Total | ||
| $'m | | $'m | | $'m | | $'m | |
Additions of property, plant and equipment, right-of-use assets and intangible assets: | ||||||||
Three months ended September 30, 2026 | ||||||||
- Segments | | | | | ||||
- Unallocated items | ( | |||||||
| ||||||||
Three months ended September 30, 2025 | ||||||||
- Segments | | | | | ||||
- Unallocated items | — | |||||||
| ||||||||
Nine months ended September 30, 2026 | ||||||||
- Segments | | | | | ||||
- Unallocated items | ( | |||||||
| ||||||||
Nine months ended September 30, 2025 | ||||||||
- Segments | | | | | ||||
- Unallocated items | | |||||||
|
Revenue from
Three months ended | Nine months ended | ||||||||
September 30, | September 30, | September 30, | September 30, |
| |||||
| 2026 | | 2025 | | 2026 | | 2025 |
| |
Customer A | |||||||||
Customer B | |||||||||
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
6.Cost of sales
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025(a) | | 2026 | | 2025(a) | |
$'m | $'m | $'m | $'m | |||||
Power generation | | | | | ||||
Depreciation | | | | | ||||
Amortization | | | | | ||||
Tower repairs and maintenance | | | | | ||||
Staff costs | | | | | ||||
Regulatory fees | | | | | ||||
Security services | | | | | ||||
Travel costs | | | | | ||||
Net impairment of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent | | | | | ||||
Insurance | | | | | ||||
Short-term rental | | | | | ||||
Vehicle maintenance and repairs | | | | | ||||
Professional fees | | | | | ||||
Other | | | | | ||||
| | | | |||||
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
7.Administrative expenses
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025(a) | | 2026 | | 2025(a) | |
$'m | $'m | $'m | $'m | |||||
Staff costs(b) | | | | | ||||
Net loss allowance on trade receivables | | | | | ||||
Professional fees(c) | | | | | ||||
Facilities, short-term rental and upkeep | | | | | ||||
Travel costs | | | | | ||||
Depreciation | | | | | ||||
Amortization | | | | | ||||
Net gain on disposal of property, plant and equipment and right-of-use assets | ( | ( | ( | ( | ||||
Operating taxes | — | | | | ||||
Business combination costs | | | | | ||||
Net impairment reversal of withholding tax receivables(d) | ( | ( | ( | ( | ||||
Other | | | | | ||||
| | | | |||||
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
| (b) | Includes amounts related to key management personnel (excluding Non-Executive directors) and share-based payment expense. The amount for the three and nine months ended September 30, 2026 includes accelerated charges of $ |
| (c) | Further advisor fees of up to $ |
| (d) | Withholding tax receivables are assessed for recoverability based on a |
8.Finance income
Three months ended | Nine months ended | |||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
| 2026 | | 2025(a) | | 2026 | | 2025(a) | |
$'m | $'m | $'m | $'m | |||||
Net foreign exchange gain arising from financing - unrealized |
| |
| |
| |
| |
Interest income - bank deposits |
| |
| |
| |
| |
Other interest income(b) | | — | | — | ||||
Fair value gain on embedded options |
| — |
| |
| — |
| |
Change in fair value of foreign exchange swaps |
| — |
| |
| — |
| |
Fair value gain on non-deliverable forwards (note 12) |
| — |
| — |
| |
| — |
| |
| |
| |
| | |
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
| (b) | Other interest income relates to the accrued interest on the vendor loan notes issued on the disposal of IHS Rwanda (see note 13). |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
9.Finance costs
Three months ended | Nine months ended | |||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
| 2026 | | 2025(a) | | 2026 | | 2025(a) | |
$'m | $'m | $'m | $'m | |||||
Interest expense - third party borrowings |
| |
| |
| |
| |
Fair value loss on non-deliverable forwards (note 12) |
| |
| — |
| |
| — |
Interest and finance charges for lease liabilities |
| |
| |
| |
| |
Net foreign exchange loss on derivative instruments - realized |
| — |
| |
| — |
| |
Interest expense - withholding tax on interest | | | | | ||||
Net foreign exchange loss arising from financing - realized |
| |
| |
| |
| |
Fees on borrowings and financial derivatives |
| |
| |
| |
| |
Fair value loss on embedded options (note 12) |
| |
| — |
| |
| — |
Unwinding of discount on decommissioning liability |
| |
| |
| |
| |
Fair value loss on contingent consideration | — | — | | — | ||||
| |
| |
| |
| | |
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
10.Taxation
Three months ended | Nine months ended | |||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
2026 | 2025(a) | 2026 | 2025(a) | |||||
$'m | $'m | $'m | $'m | |||||
Current taxes |
| |
| |
| |
| |
Deferred income taxes |
| ( |
| |
| ( |
| |
Total taxation expense |
| |
| |
| |
| |
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
In 2026, the forecast annual effective tax rate was determined and applied to the income or loss before tax in the period.
In the prior period, tax was computed by applying adjustments for material temporary and permanent differences by reference to the relevant tax rules to the year to date income or loss before tax.
The income tax expense for the third quarter increased by $
The income tax expense for the nine month period ended September 30, 2026 increased by $
The effective tax rate for the nine months ended 30 September 2026 was
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The increase in the deferred tax asset was primarily attributable to the recognition of Nigeria finance costs and foreign exchange movements considered to be recoverable in future periods.
The increase in the corporation tax liability was primarily attributable to increased taxable profits in Nigeria and the impact of foreign exchange movements.
11.(Loss)/income per share
Basic (loss)/income per share is calculated by dividing the (loss)/income for the period attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted (loss)/income per share is calculated by dividing the (loss)/income for the period attributable to owners of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The reported basic and diluted (loss)/income per share were as follows:
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025 | | 2026 | | 2025 | |
$ | $ | $ | $ | |||||
Income/(loss) per share from continuing operations | ||||||||
Basic | | | | | ||||
Diluted | | | | | ||||
Loss per share from discontinued operations | ||||||||
Basic | ( | ( | ( | ( | ||||
Diluted | ( | ( | ( | ( | ||||
(Loss)/income per share | ||||||||
Basic |
| ( |
| |
| |
| |
Diluted |
| ( |
| |
| |
| |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The following tables set out the data used in the basic and diluted (loss)/income per share calculations:
Three months ended | Nine months ended | |||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
2026 | 2025 | 2026 | 2025 | |||||
$'m | $'m | $'m | $'m | |||||
Income from continuing operations | ||||||||
Income for the period | | | | | ||||
Exclude: loss for the period attributable to non-controlling interests | — | — | — | — | ||||
Income for the period attributable to owners of the Company | | | | | ||||
Loss from discontinued operations | ||||||||
Loss for the period | ( | ( | ( | ( | ||||
Exclude: loss/(income) for the period attributable to non-controlling interests | — | | ( | | ||||
(Loss)/income for the period attributable to owners of the Company | ( | ( | ( | ( | ||||
(Loss)/income for the period | ( | | | | ||||
Exclude: (income)/loss for the period attributable to non-controlling interests |
| — |
| |
| ( |
| |
(Loss)/income for the period attributable to owners of the Company |
| ( |
| |
| |
| |
Three months ended | Nine months ended | |||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
2026 | 2025 | 2026 | 2025 | |||||
'000 | '000 | '000 | '000 | |||||
Weighted average number of ordinary shares outstanding |
| |
| |
| |
| |
Weighted average number of potential ordinary shares |
| |
| |
| |
| |
Potential ordinary shares relate to options granted under the Group’s share-based compensation schemes. Under IAS 33 Earnings per Share (“IAS 33”), potential ordinary shares are treated as dilutive when, and only when, their conversion into ordinary shares would decrease earnings per share or increase loss per share. The assessment of potential ordinary shares as dilutive is based on profit or loss from continuing operations. Accordingly, the same diluted weighted average number of shares is used in calculating diluted earnings per share for continuing operations, discontinued operations and total operations, where applicable.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
12.Derivative financial instruments
The Group’s derivative instruments have been classified as fair value through profit or loss. The instruments are measured at fair value with the resultant gains or losses recognized in the condensed consolidated statement of (loss)/income and other comprehensive income/(loss). The related net foreign exchange (loss)/gain is included in finance income (note 8) and finance costs (note 9).
The underlying contractual notional amounts for the derivative instruments as of September 30, 2026, and as of December 31, 2025, are as follows:
| September 30, | | December 31, | |
2026 | 2025 | |||
$'m | $'m | |||
Derivative instruments | ||||
Embedded options within listed bonds(a) |
| |
| |
| |
| |
| (a) | This relates to early redemption clauses within the Group’s Senior Notes (see note 15 - Borrowings). The 2027 Notes may be redeemed (in whole or in part) at a price of |
The fair value asset amounts of the derivative instruments are as follows:
| September 30, | | December 31, | |
2026 | 2025 | |||
$'m | $'m | |||
Derivative instruments | | | ||
Embedded options within listed bonds |
| |
| |
| |
| |
The change in fair value of the derivative instruments recorded in the condensed consolidated statement of (loss)/income and other comprehensive income/(loss) is:
| Three months ended | | Nine months ended | |||||
September 30, | | September 30, | September 30, | | September 30, | |||
2026 | 2025 | 2026 | 2025 | |||||
$'m | $'m | $'m | $'m | |||||
Derivative instruments |
| |
| |
| |
| |
Embedded options within listed bonds |
| ( |
| |
| ( |
| |
Foreign exchange swaps |
| — |
| |
| — |
| |
Non-deliverable forwards (a) | ( | — | ( | — | ||||
| ( |
| |
| ( |
| | |
| (a) | This relates to the deal-contingent BRL/USD non-deliverable forward transaction entered into by the Group to hedge the Brazilian real-denominated portion of the expected sales proceeds relating to the Latam Towers Disposal. The derivative was a foreign exchange forward contract valued using quoted market inputs for forward foreign exchange rates (i.e. a Level 2 instrument). Following completion of the disposal, the derivative matured and settled in August 2026. |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
13.Trade and other receivables
| September 30, | | December 31, | |
2026 | 2025 | |||
$'m | $'m | |||
Non-current |
| |
| |
Accrued revenue and lease incentive |
| |
| |
Payment in advance for property, plant and equipment |
| |
| |
Deferred consideration(a) | | | ||
Withholding tax receivables(b) | | | ||
Other receivables (see note 20) | | — | ||
| |
| | |
Current | | | ||
Trade receivables(c) |
| |
| |
Less: allowance for expected credit losses | ( |
| ( | |
Net trade receivables(d) |
| |
| |
Other receivables(e) |
| |
| |
Prepaid land rent |
| |
| |
Other prepaid expenses |
| |
| |
Advance payments |
| |
| |
Withholding tax receivables(b) |
| |
| |
VAT receivables |
| |
| |
| |
| |
| (a) | Deferred consideration relates to vendor loan notes issued on the disposal of IHS Rwanda and comprised a |
| (b) | Withholding tax receivables are assessed for recoverability based on a |
| (c) | Included in trade receivables is $ |
| (d) | The fair value is equal to their carrying amount. |
| (e) | Included in other receivables are short-term fixed deposits which are not classified as cash and cash equivalents as these exceed the three month maturity period. |
Payment in advance for property, plant and equipment relates to the future supply of tower and tower equipment and fiber assets. All non-current receivables are due within from the end of the reporting period. All current trade and other receivables are due within the 12 months from the end of the reporting period. The Group does not secure any collateral for its trade receivables.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
14.Trade and other payables
| September 30, | December 31, | ||
| 2026 | 2025 | ||
| $'m | | $'m | |
Non-current | | | ||
Deferred revenue(a) | | | ||
Other payables | | | ||
| | |||
Current | | | ||
Trade payables | | | ||
Deferred revenue | | | ||
Withholding tax payable | | | ||
Payroll and other related statutory liabilities | | | ||
VAT payables | | | ||
Other payables(b) | | | ||
| |
| (a) | Includes payments received in advance from customers for long-term lease arrangements of fiber network infrastructure. |
| (b) | Includes employee benefit accruals of $ |
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
15.Borrowings
Borrowings comprised the following:
| September 30, | | December 31, | |
2026 | 2025 | |||
$’m | $’m | |||
Non-current | ||||
Senior Notes | | | ||
Bank term loans | | | ||
| | |||
Current | | | ||
Senior Notes | | | ||
Bank term loans | | | ||
Letters of credit | — | | ||
| | |||
Total borrowings | | | ||
Borrowings classified as held for sale (see note 21.2) | — | | ||
| |
Refer to the next page for an analysis of our borrowing facilities and related covenants:
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
Analysis of borrowings
Borrowings comprised the following:
Principal | ||||||||||||||
amount | Carrying amount | |||||||||||||
September 30, | Issue | Maturity | September 30, | December 31, | ||||||||||
| 2026 | | Currency | | date | | date | | Interest rate | | 2026 | | 2025 | |
$'m | $'m | |||||||||||||
Senior Notes | ||||||||||||||
IHS Holding Limited | — | USD | Nov'21 | Nov'26 | — | | ||||||||
IHS Holding Limited | USD | Nov'21 | Nov'28 | | | |||||||||
IHS Holding Limited(a) | USD | Nov'24 | May'30 | | | |||||||||
IHS Holding Limited | USD | Nov'24 | Nov'31 | | | |||||||||
IHS Mauritius NG Holdco Limited | USD | Sep'19 | Sep'27 | | | |||||||||
Debentures | | |||||||||||||
I-Systems Soluções de Infraestrutura S.A.(b) | — | BRL | Jun'24 | May'32 | — | | ||||||||
Bank Term Loans | | |||||||||||||
IHS Côte d’Ivoire S.A. | XOF | Dec'23 | Dec'28 | | | |||||||||
IHS Côte d’Ivoire S.A. | EUR | Dec'23 | Dec'28 | | | |||||||||
IHS Holding Limited | USD | Jun'25 | Dec'27 | | | |||||||||
IHS Holding Limited | USD | Oct'24 | Oct'29 | | | |||||||||
IHS Holding Limited | ZAR | Oct'24 | Oct'29 | | | |||||||||
IHS Towers South Africa Proprietary Limited | ZAR | May'22 | May'29 | | | |||||||||
IHS Zambia Limited | USD | Dec'20 | Dec'27 | | | |||||||||
I-Systems Soluções de Infraestrutura S.A.(b) | — | BRL | Oct'22 | Oct'30 | — | | ||||||||
Revolving Credit Facilities(c) | | |||||||||||||
IHS Holding Limited | USD | Jun'25 | Sep'28 | — | — | |||||||||
IHS Nigeria Limited | NGN | Jan'26 | Mar'29 | — | — | |||||||||
Letters of Credit(c) | ||||||||||||||
IHS Nigeria | — | USD | Feb'22 | Sep'26 | — | | ||||||||
| | |||||||||||||
Exclude: Borrowings classified as held for sale (see note 21.2) | — | ( | ||||||||||||
Borrowings | | | ||||||||||||
| (a) | In September 2026, IHS Holding Limited issued $ |
| (b) | Borrowings for I-Systems are presented within liabilities held for sale at December 31, 2025. See Note 21 for more information. In May 2026, the Group completed the I-Systems Disposal. |
| (c) | Principal amount for revolving credit facilities and letters of credit are the available facilities at September 30, 2026. |
All Group borrowings (except letters of credit) typically contain customary affirmative and negative covenants, events of default and financial covenant ratios (generally tested either quarterly or on an incurrence basis, depending on the financing type and with some exceptions). The borrowing entity may also voluntarily prepay its utilizations and/or cancel all or part of the available commitments on its term loans and facilities by giving notice. Mandatory cancellation and full or partial prepayment may be required in certain circumstances including events of default. The majority of borrowings are supported by intercompany guarantees or secured by pledges over certain assets.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
16.Lease liabilities
| September 30, | | December 31, | |
2026 | 2025 | |||
$'m | $'m | |||
Non-current |
| |
| |
Current | | | ||
Total lease liabilities |
| |
| |
Lease liabilities represent the net present value of future payments due under long-term leases for leasehold land on which our towers are located and for other leasehold assets such as warehouses and offices. During the nine month period ended September 30, 2026, payments of $
The undiscounted contractual payments under the lease liabilities are as follows:
| Total | |||||||||||
Carrying | contractual | Within | 1 - 3 | 3 - 5 | Over 5 | |||||||
value | | cash flows | | 1 year | | years | | years | | years | ||
$'m | $'m | $'m | $'m | $'m | $'m | |||||||
At September 30, 2026 | ||||||||||||
Lease liabilities | |
| |
| |
| |
| |
| | |
At December 31, 2025 | ||||||||||||
Lease liabilities |
| |
| |
| | | | |
Cash flows presented above use renewal expectation assumptions consistent with those used for the application of IFRS 16. The weighted average remaining lease term remaining as of September 30, 2026, is
17.Stated capital
Ordinary Shares | ||||||||||
| | | Share capital | | | Share premium | ||||
Number of | net of | net of | ||||||||
shares | Share capital | issue costs | Share premium | issue costs | ||||||
| 000’s | $'m | $'m |
| $'m | $'m | ||||
At December 31, 2025 |
| | | |
| | | |||
Shares issued on exercise of options | | | | | | |||||
At September 30, 2026 |
| | | |
| | | |||
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
18.Cash from operations
| Three months ended | | Nine months ended | |||||
September 30, | September 30, | September 30, | September 30, | |||||
2026 | 2025 | 2026 | 2025 | |||||
| $'m | | $'m | | $'m | | $'m | |
Reconciliation: | ||||||||
Income from continuing operations before taxation | | | | | ||||
Adjustments: | | | | | ||||
Loss from discontinued operations before taxation | ( | ( | ( | ( | ||||
Depreciation of property, plant and equipment | | | | | ||||
Amortization of intangible assets | | | | | ||||
Amortization of prepaid site rent | | | | | ||||
Net impairment loss of property, plant and equipment, intangible assets excluding goodwill and related prepaid land rent | | | | | ||||
Net impairment reversal of withholding tax receivables (note 7) | ( | ( | ( | ( | ||||
Impairment loss/(reversal) of inventory | | ( | | | ||||
Net (gain)/loss on disposal of property, plant and equipment and right-of-use assets | ( | | ( | ( | ||||
Share-based payment and long-term employee benefit expenses | | | | | ||||
Net loss allowance on trade receivables | | | | | ||||
Net loss on disposal of subsidiaries before associated costs of disposal (note 20) | | — | | — | ||||
Finance income | ( | ( | ( | ( | ||||
Finance costs | | | | | ||||
Insurance claim income | ( | ( | ( | ( | ||||
Operating income before working capital changes | | | | | ||||
Changes in working capital | | | | | ||||
Increase in inventory | ( | ( | ( | ( | ||||
Decrease/(increase) in trade and other receivables | | | | ( | ||||
Increase/(decrease) in trade and other payables | | ( | | | ||||
Net movement in working capital | | ( | ( | ( | ||||
Cash from operations | | | | | ||||
19.Capital commitments and contingent liabilities
Capital commitments
The Group was committed to the purchase of property, plant and equipment of approximately $
Contingent liabilities
Note 33, ‘Capital Commitments and contingent liabilities’, in the Group’s consolidated financial statements for the year ended December 31, 2025, outlines the Group’s capital commitments and contingent liabilities as of that date. There have been no material changes to the contingent liabilities during the reporting period.
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
20.Disposal
At December 31, 2025, our Latin American tower operations and I-Systems were classified as disposal groups held for sale and presented within discontinued operations, in accordance with IFRS 5, as part of the Group’s plan to exit its Latin American operations.
Latam Towers Disposal
In August 2026, the Group completed the Latam Towers Disposal. The net assets disposed of and the resulting net loss on disposal are as follows:
2026 | ||
$’m | ||
Net assets disposed | ( | |
Exchange differences on translation of foreign operations recycled | ( | |
( | ||
Proceeds-Cash | | |
Costs of disposal | ( | |
Net loss on disposal | ( |
The net loss on disposal was included in the discontinued operations. The disposal proceeds were entirely of cash and shareholder loan redemption, and net assets disposed included cash of $
The assets held for sale were impaired by cumulative impairment losses of $
I-Systems Disposal
In May 2026, the Group completed the I-Systems Disposal. The net assets disposed of and the resulting net gain on disposal are as follows:
2026 | ||
$’m | ||
Net assets disposed | ( | |
Non-controlling interests derecognized | | |
Exchange differences on translation of foreign operations recycled | | |
( | ||
Proceeds | ||
Cash | | |
Other receivables(a) | | |
| ||
Costs of disposal | ( | |
Net gain on disposal | |
| (a) | Other receivables represent amounts held in escrow at closing which may be subject to certain deductions for indemnity claims and cannot be used for any other purpose up to the sixth anniversary of the closing date. Any amounts not applied in settlement of valid claims will be released to IHS Holding Limited thereafter. Accordingly, the balance is classified as a non-current financial asset measured at amortized cost in accordance with IFRS 9. Interest accruing on the balance is for the benefit of IHS Holding Limited and is recognized within finance income. |
The net gain on disposal was included in Discontinued operations in the consolidated statement of income and other comprehensive income. Net assets disposed included cash of $
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
The assets held for sale were impaired by cumulative impairment losses of $
21.Discontinued operations and disposal groups
From December 31, 2025, the Group classified its Latin American tower operations and I-Systems, as two separate disposal groups held for sale. As these disposal groups comprised the entire Latam reportable segment, this segment was presented as discontinued operations.
From the date of classification as held for sale, depreciation and amortization of the relevant non-current assets ceased, and the disposal groups were measured at the lower of their carrying amounts and fair value less costs to sell.
The Group completed the I-Systems Disposal and Latam Towers Disposal in May and August 2026, respectively
21.1Discontinued operations
Financial performance and cashflow information in relation to discontinued operations was as follows:
Three months ended | Nine months ended | |||||||||
September 30, | September 30, | September 30, | September 30, | |||||||
| 2026 | 2025 | 2026 | 2025 | ||||||
| | $’m | | $’m | | $’m | | $’m | ||
Revenue | | | | | ||||||
Cost of sales | ( | ( | ( | ( | ||||||
Administrative expenses | ( | ( | ( | ( | ||||||
Net loss on disposal of subsidiaries (note 20) | ( | — | ( | — | ||||||
Impairment of held for sale non-current assets | — | — | ( | — | ||||||
Other income | | | | | ||||||
Operating loss | ( | ( | ( | ( | ||||||
Finance income | | | | | ||||||
Finance costs | ( | ( | ( | ( | ||||||
Loss before tax from discontinued operations | ( | ( | ( | ( | ||||||
Income tax benefit: | ||||||||||
Related to pre tax income from the ordinary activities | | | | | ||||||
Related to remeasurement to fair value less costs to sell | — | — | | — | ||||||
Loss from discontinued operations | ( | ( | ( | ( | ||||||
Other comprehensive income: | ||||||||||
Net exchange loss recycled to income statement on disposal of subsidiaries | | — | | — | ||||||
Exchange differences on translation of foreign operations | | | | | ||||||
Other comprehensive income for the period, net of taxes | | | | | ||||||
Total comprehensive income for the period | | | | | ||||||
Net cash from operating activities | | | | | ||||||
Net cash used in investing activities | ( | ( | ( | ( | ||||||
Net cash used in financing activities | ( | ( | ( | ( | ||||||
Net (decrease)/increase in cash by the discontinued operation | ( | | ( | ( | ||||||
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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
21.2Assets held for sale and liabilities held for sale
December 31, 2025 | ||||||
Latam Towers | I-Systems | Total | ||||
$’m | | $’m | | $’m | ||
Non-current assets | ||||||
Property, plant and equipment | | | | |||
Right-of-use assets | | | | |||
Other intangible assets | | | | |||
Deferred income tax assets | | | | |||
Trade and other receivables | | | | |||
Current assets | ||||||
Trade and other receivables | | | | |||
Cash and cash equivalents | | | | |||
Assets held for sale | | | | |||
Non-current liabilities | ||||||
Trade and other payables | - | ( | ( | |||
Borrowings | - | ( | ( | |||
Lease liabilities | ( | ( | ( | |||
Provisions for other liabilities and charges | ( | - | ( | |||
Deferred income tax liabilities | ( | - | ( | |||
Current liabilities | ||||||
Trade and other payables | ( | ( | ( | |||
Borrowings | - | ( | ( | |||
Lease liabilities | ( | ( | ( | |||
Liabilities held for sale | ( | ( | ( | |||
The cumulative foreign exchange translation reserve loss in relation to the discontinued operation as of December 31, 2025 was $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this report. The following discussion is based on our financial information prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board. Where appropriate this discussion is based on non-IFRS measures which are reconciled to an IFRS measure (refer to the Key Financial and Operational Performance Indicators).
This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our annual report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”), dated March 16, 2026, filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Actual results could differ materially from those contained in any forward-looking statements.
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 391 million people in emerging markets, across five 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 September 30, 2026, we operated 28,599 Towers in Africa. We are the largest independent tower operator in all five markets in which we operate and we are the only independent tower operator of scale in three of these markets.
We have a well-defined organic growth strategy designed to expand in existing markets with our existing and new customers and, given the significant global emerging market opportunities in communications infrastructure, we have historically also grown inorganically, entering into carefully selected growth-oriented markets with compelling underlying fundamentals.
Our core business is providing shared communications infrastructure services to MNOs and other customers, who in turn provide wireless voice, data and fiber access services to their end users and subscribers. 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. Additionally, 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, as well as provide fiber connectivity. 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 September 30, 2026, our owned and operated tower portfolio supported 42,941 Tenants, with a Colocation Rate of 1.50x.
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. Our footprint currently covers Nigeria, Cameroon, Côte d’Ivoire, South Africa and Zambia. Our footprint also covered Brazil and Colombia until August, 2026, and Rwanda until October, 2025.
Recent Developments
The share purchase and sale agreement for the I-Systems Disposal was signed in February 2026, and the transaction was completed in May 2026. Refer to note 21 of our unaudited condensed consolidated interim financial statements for further details.
The stock purchase agreement for the Latam Towers Disposal was signed in February, 2026, and the transaction was completed in August 2026. The transaction reflected an enterprise value of approximately $951 million, comprising cash consideration of BRL3,550 million (approximately $682.0 million) and approximately $269 million of borrowings and lease liabilities less cash and cash equivalents, subject to adjustment for leakage and accrued interest. Refer to notes 20 and 21 of our unaudited condensed consolidated interim financial statements for further details.
On February 17, 2026, IHS Holding Limited (the "Company") entered into an agreement and plan of merger with MTN Group Limited ("MTN"), Mobile Telephone Networks (Netherlands) B.V. ("Holdings"), and Sub-Merger Co, a wholly owned subsidiary of Holdings. Pursuant to this merger agreement, Sub-Merger Co will merge with and into the Company, with the Company surviving as a privately held company. At the effective time, each outstanding ordinary share (other than certain excluded shares) will be cancelled in exchange for $8.50 in cash per share, and the ordinary
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shares will be delisted from the New York Stock Exchange. The Company's board of directors has unanimously approved the merger and it was approved by shareholders in August 2026. Completion of the merger is subject to certain closing conditions, regulatory approvals and the Company maintaining specified cash and indebtedness levels. Under specified circumstances, termination of the merger agreement may result in the payment of a termination fee by the Company ($104,290,000) or MTN ($148,980,000).
Reportable Segments
Our operations are organized into three segments, which reflect the way our chief operating decision maker, or CODM, is provided with financial information which aligns to internal regional management organizational reporting lines and responsibilities and the way in which the CODM analyzes performance and allocates resources. Our three operating segments are Nigeria, which comprises our operations in Nigeria; Sub Saharan Africa, or SSA, which comprises our operations in Cameroon, Côte d’Ivoire, South Africa, Zambia (and, until October 9, 2025, Rwanda); and Latin America, or Latam (until August, 2026), which comprised our operations in Brazil and Colombia. Latam became a discontinued operation but it continued to be reported to our CODM as a segment until the businesses were disposed.
We use revenue and segment Adjusted EBITDA to assess the performance of our reportable segments. Segment Adjusted EBITDA is our principal segment measure of profitability.
Our Revenue
We measure revenue in three categories, namely (i) organic, (ii) inorganic and (iii) non-core.
Organic revenue captures the performance of our existing business without the impact of new tower portfolios or businesses acquired since the beginning of the prior year period (except as described as inorganic below). Specifically, organic revenue captures the impact of (i) new Colocation and Lease Amendments; (ii) changes in pricing including from contractual lease fee escalation, power indexation and foreign exchange resets; (iii) New Site construction; (iv) fiber connectivity and (v) any impact of Churn and decommissioning. 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.
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). 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. Where tower portfolios or businesses were disposed during the period under review, inorganic revenue impact is calculated as the revenue contribution from those tower portfolios or businesses in their reported state (measured in U.S. dollars) in the period. This treatment continues for 12 months following acquisition or disposal.
Non-core captures the impact of movements in foreign exchange rates on the translation of the results of our local operations from their local functional currency into U.S. dollars, which is measured by the difference in U.S. dollars between (i) revenue in local currency converted at the average foreign exchange rate for that period and (ii) revenue in local currency converted at the average foreign exchange rate for the prior period. This foreign currency impact is then partially compensated for in subsequent periods by foreign exchange reset mechanisms, which are captured in organic revenue.
The organic and non-core components of our revenue cannot be considered independently from each other in assessing, for instance, what the impact on organic revenue would have been in the absence of a change in the foreign exchange rate. In fact, the periodic (monthly and quarterly) nature of our reset mechanisms is such that there is a delay between the period during which a change in foreign exchange rate occurs and the next contractual reset occurs.
Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). 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.
The foreign exchange resets function such that the portion of lease fees that is linked to U.S. dollars and the portion of lease fees that is linked to local currency are fixed in local currency for the contractual period between reset dates (for example, for a period of one year if the reset is annual). As a result, in the event of a devaluation, there is a delay between the timing of the devaluation and the next contractual reset.
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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 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. When the reset is effected, the amount relating to the portion of the lease fees linked to the U.S. dollar, which is invoiced in local currency, is adjusted upward at the relevant time which is reflected in increased revenue for that period that partially offsets the decrease in the prior period due to the devaluation. We experience the same type of effect on our Adjusted EBITDA of currency devaluation in one period followed by a reset in our dollar linked revenue in a subsequent period.
In addition, the conversion rates included in our MLAs may also be different from the rates at which our financial results are translated into U.S. dollars for reporting purposes. For further discussion, please refer to “Multiple foreign exchange markets with different exchange rates” below.
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. For instance, our MLA with MTN in Zambia was renewed in March 2024, and extended for 10 years through to 2034. Our MLAs with MTN Nigeria that were up for renewal in 2024 and 2029 were renewed in August 2024, and extended through 2032. No assurance can be given that our customers will renew their customer lease agreements upon expiration of those agreements or that customers will not request unfavorable amendments to existing agreements, or that we will be successful in negotiating favorable terms with these customers.
Our contracts with MTN Nigeria incorporate rebased financial terms, comprising a Naira component (that benefits from semi-annual escalators linked to the Nigerian Consumer Price Index), a U.S. dollar component (that benefits from annual escalators linked to the U.S. Consumer Price Index and quarterly foreign exchange resets), and/or a component indexed to the cost of providing diesel power, acting as a hedge against diesel prices and potentially foreign exchange fluctuations.
Factors Affecting Our Financial Condition and Results of Operations
Our financial condition and results of operations have been, and will continue to be, affected by a number of important factors, including the following:
New Colocation and Lease Amendments
Colocation and Lease Amendments are key drivers of incremental organic revenue in communications infrastructure sharing. Colocation involves adding new tenants to existing sites, where the addition of an incremental tenant to an existing site can introduce a full additional lease fee. Lease Amendments involve adding additional equipment or providing certain ancillary services at existing sites for existing Tenants and for a recurring lease fee. Examples of Lease Amendments include an existing customer taking more space on a tower, adding equipment for new technologies, such as 3G, 4G/LTE or 5G, adding additional microwave transmission or fiber infrastructure services, or certain ancillary services. A Lease Amendment typically increases revenue by a proportionally lower amount than a Colocation given such equipment typically consumes less space and power than a Colocation. However, the gross margin contribution of a Lease Amendment is generally comparable to a Colocation.
Colocation and Lease Amendments improve overall gross margins, operating margins and cash flow given the limited incremental cost to deliver such services. Additionally, in our African markets, the main incremental ongoing cost for Colocation and Lease Amendments is power cost for the additional equipment or services. We continually seek to increase Colocation and Lease Amendments for our existing sites through an active sales and marketing process. Our sites that are either at or near structural capacity can also be strengthened to meet future leasing capacity with relatively minor capital investments.
The demand for Colocation and Lease Amendments from MNOs is driven by multiple communications industry characteristics within our individual markets. These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services that require a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets.
Contractual lease fee escalation and foreign exchange resets
Our MLAs generally contain inflation-linked escalation provisions under which the underlying lease fees, and therefore our revenue, may increase each year. 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 or 6 months, respectively. Lease fee components priced in U.S. dollars
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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. This indexation is typically linked to local power prices and updated quarterly.
Foreign exchange resets are generally included in MLAs where lease fees are linked to currencies other than the local currency (for example, MLAs in Nigeria with U.S. dollar components). For further discussion on these foreign exchange resets, please refer to “— Our Revenue.”
New Site construction
New Site construction is a key driver of incremental organic revenue through the customer revenue we invoice from the date the New Site becomes ready for service. New Site construction is also a component of discretionary capital expenditure. Building New Sites requires capital expenditure, principally including materials for the tower, power equipment, land lease fees or land purchase fees, tower construction activities, including civil work, transportation and labor, as well as ongoing operational expenditures for site operation and maintenance. Therefore, construction of New Sites increases our capital expenditure and cost of sales. We pursue construction of New Sites as a key strategy in growing our tower portfolio and providing future capacity for Colocation and Lease Amendments. We do not engage in speculative building and only construct New Sites after obtaining a commitment for a long-term lease with an initial tenant and, in general, if we are aware of, or believe there is, commercial potential for Colocation.
Demand for New Sites from MNOs is typically driven by multiple communications industry characteristics within our individual markets. These characteristics include the MNOs’ need for greater network coverage and network density due to existing capacity-constrained networks, a desire to improve quality-of-service, increasing subscriber demand for wireless voice and data services that require a denser network than is the case for voice services, as well as changes in and the development of technologies in those markets. For example, we often see an increase in demand for New Sites as new technology is rolled out in markets, such as 3G or 4G.
New Sites are primarily ground-based towers, but can also include in-building solutions/distributed antenna systems, rooftop towers and cells-on-wheels. These New Sites always begin operations with at least a single Tenant, with Colocation and Lease Amendments expected at future dates.
Consequently, the construction of New Sites generally has a positive effect on revenue, and as Colocation and Lease Amendments occur on the tower, we expect this to drive incremental organic revenue and have a positive effect on gross margins and operating margins.
Churn
Churn refers to the loss of tenancies when services provided by us are terminated, a Tenant does not renew its contract or we have ceased recognizing revenue on a site in any particular period, adjusted for the reintegration of previously lost tenancies. For example, a Tenant may Churn if the relevant MLA or SLA is not renewed at the end of its term, the customer ceases operations or switches to a competing tower company. Other than a customer Churning at the end of the term of its MLA or SLA, our MLAs generally contain limited termination clauses. Certain of our customer agreements also contain a contractual right to Churn a limited number of sites each year without penalty.
Decommissioning
In connection with the acquisition of portfolios of sites, we rationalize our portfolio where we have multiple towers in close proximity to each other. Where economically and commercially viable, we migrate Tenants from one tower onto a nearby tower as an additional Colocation and then subsequently decommission the empty site. Decommissioning spend is a component of discretionary capital expenditure. While the decommissioning of towers offsets our overall growth in the number of towers, it allows us to eliminate cost of sales and ongoing maintenance capital expenditure at the decommissioned towers. The retained sites benefit from lease fees relocated from the decommissioned site and generally only experience a marginal increase in cost of sales due to increased power consumption.
Acquisitions/Disposals of tower portfolios and businesses
The acquisition of tower portfolios and businesses from MNOs and independent tower companies results in incremental inorganic revenue during the period in which the acquisitions occur. Acquisitions of tower portfolios and businesses result in an immediate increase in the size of our overall tower portfolio and help expand our footprint in existing and new markets. Once towers are acquired, we receive revenue from the Tenants and Lease Amendments on such sites and we are responsible for future capital expenditure and costs of sales related to the sites. As we acquire new portfolios
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of towers, we may incur additional administrative expenses, particularly from acquisitions in new markets, which may impact our operating margins.
The disposal of tower portfolios and businesses will reduce revenue going forward from the period in which the disposal occurs, shown through inorganic revenue movements.
Currency exchange rate
Our operations are conducted by subsidiaries in Nigeria, Cameroon, Côte d’Ivoire, Zambia and South Africa. They were also conducted in Brazil and Colombia until August, 2026. The functional currency of our operating subsidiaries are the Nigerian Naira (₦), Central African CFA Franc (XAF), West African CFA Franc (XOF), Zambian Kwacha (ZMW), South African Rand (ZAR), Brazilian Real (BRL) and Colombian Peso (COP) (until August 2026), respectively. A foreign currency transaction is translated into the functional currency using the exchange rate prevailing at the date of the transaction (or the date of valuation where an item is re-measured). The foreign exchange gain or loss resulting from (i) the settlement of such transaction or (ii) the translation of a monetary asset or liability denominated in a foreign currency is recognized at the exchange rate at period end in the statement of income/(loss) and other comprehensive (loss)/ income.
Our operating subsidiaries’ financial results are then translated into U.S. dollars for reporting purposes. Income and expenses are translated at the monthly average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). Assets and liabilities are translated at the exchange rate at period end.
As a result of the translations described above, our results are impacted by fluctuations in foreign exchange rates.
For further discussion on the impact of the Naira movements, please refer to “— Results of Operations.”
Multiple foreign exchange markets with different exchange rates
From time to time in the markets in which we operate, there have existed situations where there are differing official exchange rates in the market. Accordingly, we regularly monitor and evaluate which exchange rate is most appropriate to apply in the translation of local operations books to U.S. dollars for our consolidated group reporting purposes, in accordance with the requirements of IFRS Accounting Standards.
In determining the appropriate rate, we assess factors such as access to those rates in the future in order to meet payments or make dividends in the appropriate currency. In determining whether it is appropriate to move from one official rate to another, we consider the available rates in official markets for settlement of transactions. The foreign exchange rate that we determined to be the most appropriate for the translation of our results for group reporting purposes may also have differed from the conversion rates contained within our contracts.
For example, as a result of the previous regime of multiple exchange rate “windows” for different purposes in Nigeria, we agreed with certain of our Key Customers in 2020 to update the reference exchange rate in our contracts to the prevailing market rate available on Bloomberg.
Should similar circumstances arise again where there is a divergence between the applicable market rate or translation rates for our financial results and the exchange rates reflected in our contracts with customers, or a divergence between the prevailing market rate on Bloomberg and other exchange rates in the market, 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. In addition, other measures taken by the relevant authorities and/or the CBN may further impact the rates available in the market, and we may need to consider such measures for the purposes of our accounts. For further discussion on the impact of this change in exchange rates, please refer to “— Our Revenue.”
Hyperinflation
At present, none of our markets are considered to be hyperinflationary (as defined in IAS 29 Financial Reporting in Hyperinflationary Economies). The 3 year cumulative inflation rate for Nigeria has continued to remain lower than 2025, but there is the potential for hyperinflation accounting to be applicable in future reporting periods if inflation increases.
Maintenance of sites
We incur capital expenditure in relation to the maintenance of our towers and fiber infrastructure, which is non-discretionary in nature and required for us to optimally run our portfolio and to perform in line with our service level agreements with customers. Maintenance capital expenditure includes the periodic repair and replacement of fixtures
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and fittings of existing sites, and fiber equipment and power equipment at existing sites. A large component of maintenance capital expenditure is the replacement and servicing of generators and batteries at our sites, although this may decrease if grid availability in our markets improves.
In addition to this corrective maintenance capital expenditure, maintenance costs are also incurred in cost of sales where these relate to preventive maintenance that includes the replacement of parts and routine checks.
When we acquire a tower portfolio, it may be necessary to refurbish the newly acquired Towers in order to bring them to the standard of the rest of our portfolio.
Refurbishment capital expenditure typically involves the deployment of a suitable power system for that site, repairs to the site or improvements to the site structure in order to be in line with our safety obligations, and adaptations to site security and monitoring abilities. Refurbishment capital expenditure is one-off in nature, following which the refurbishment sites should then have normalized maintenance capital expenditure requirements. Refurbishment capital expenditure is a component of discretionary capital expenditure since it is typically considered in conjunction with the acquisition of tower portfolios. The capital expenditure associated with refurbishment varies from market to market and tower to tower.
Carbon reduction roadmap
In October 2022, we announced our Carbon Reduction Roadmap which provides a comprehensive strategy for decreasing our operational emissions by reducing diesel usage on tower sites, including a goal to reduce the Scope 1 and Scope 2 kilowatt-hour emissions intensity of our tower portfolio by 2030, using 2021 emissions data as the baseline.
We believe that savings can 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, Zambia and, until October 9, 2025, Rwanda. However, our plans in Cameroon, Côte d’Ivoire and Zambia will only include connecting more sites to the grid.
Cost and consumption of diesel
Power is our largest single operating expense and, in particular, diesel pricing typically has the largest impact on changes in our operating expense. The largest impact is in our Nigerian operations due to low power grid availability and our South African operations where they are connected to the grid and experience significant load shedding. However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations. The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers, while in Nigeria, power indexation clauses limit the impact of diesel price fluctuations. Our overall diesel consumption is also being reduced through targeted investment in power system solutions to provide power to sites more efficiently, including the use of hybrid and solar.
Cost of ground leases
The majority of towers we own and operate are on land that we lease from individual landlords. Ground lease fees are generally paid in advance monthly or for a one, three, five, or ten-year portion of the overall duration of the lease (although in our South Africa business, we typically pay our ground lease fees monthly in advance), with typically pre-agreed lease fee increases of between 3% and 60% or variable increases for each subsequent one, three, five or ten-year period. As we roll out additional sites, we are often required to either enter into leases with new landlords, which we endeavor to do under similar terms to those of our existing leases, or acquire the land.
Customer concentration
A significant portion of our revenue in each of our markets is derived from a small number of customers who usually constitute some of the largest MNOs in those markets. In the quarter ended September 30, 2026, revenue from our top three MNO customers, considered in each of our individual markets of operation, collectively accounted for 96.9% of our consolidated revenue. Should there be any negative impact on the businesses of our major customers, including these key MNOs, this in turn could adversely affect their demand for tower space and/or ability to perform their obligations under their lease agreements with us.
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Market volatility
We and our customers operate in various international markets, particularly in emerging markets such as in Africa. As a result, we are exposed to economic, political and other uncertainties prevailing in such markets, particularly Nigeria, which is our largest market of operation.
In May 2026, S&P upgraded Nigeria’s Long-Term Foreign-Currency Issuer Credit Rating to B from B- with a stable outlook. In October 2026, Fitch affirmed Nigeria’s Long-Term Foreign-Currency Issuer Credit Rating at B with a stable outlook.
In June 2026, S&P affirmed IHS Holding Limited’s Long-Term Foreign-Currency Issuer Credit Rating and its unsecured debt at B+ with a stable outlook. In November 2025, Fitch affirmed IHS Holding Limited’s Long-Term Foreign-Currency Issuer Credit Rating and its unsecured debt at B+ and revised its outlook to positive from stable.
There have been no upgrades, downgrades, or changes in outlook for Nigeria or IHS since June 2026.
As a result of the currency exchange rate fluctuations, particularly with regard to the Naira as described further above, 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. For instance, we have adopted a more balanced approach to revenue growth and cash generation to counterbalance the recent macroeconomic headwinds across the world, and particularly in Nigeria given the significant depreciations of the Naira in June 2023 and January 2024. As part of our heightened focus on cash generation, we are pursuing operational efficiencies through productivity enhancements, cost and capital expenditure reductions, and a review of our portfolio of markets and assets. See the “Risk Factors” section of our 2025 Annual Report for further details.
Macroeconomic Issues
Global deterioration in economic conditions could adversely and materially affect us and/or our customers through disruptions of, among other things, the ability to procure communications equipment or other supplies through the usual supply chains. For instance, shortages in shipping capacity, changes to global trade policies, the imposition of tariffs or the commencement of trade wars could affect the smooth flow of our and/or our customers’ supply chains, increase transportation costs and/or decrease reliability. Global deterioration in economic conditions could also adversely and materially affect the ability of us and/or our customers to maintain liquidity and deploy network capital, with potential decreases in consumer spending contributing to liquidity risks, or even through regulatory interventions or pressure on pricing and services offered that may reduce revenue for periods of time. Any resulting financial difficulties could result in uncollectible accounts receivable or reduced revenue, despite having provided increased services. Resulting supply chain or operational difficulties (including site access) may also result in us being unable to meet the service level agreement targets under our MLAs. The loss of significant Tenants, or the loss of all or a portion of our anticipated Contracted Revenue from certain Tenants, could have a material adverse effect on our business, financial condition and/or results of operations.
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 the impact of geopolitical tensions, for example, in connection with the recent hostilities involving Iran and related developments in the Middle East, which may affect oil production, trade routes, and global energy markets. However, following the unwind of the power Managed Services agreement with MTN South Africa and the new diesel-linked component included in our renewed contracts with MTN Nigeria, we have significantly reduced our exposure to diesel price fluctuations. The operational impact of the unwind is that the IHS South African business is no longer responsible for providing diesel or alternative power to tower sites other than electricity costs which are fully passed through to customers, while in Nigeria, we benefit from power indexation clauses which limit the impact in relation to increased diesel prices and conversely falling diesel prices.
Through our international operations, we are also exposed to foreign exchange risk arising from currency exposures other than the U.S. dollar, such as the BRL (until August, 2026), NGN, XAF, XOF, ZAR and ZMW currencies. Any fluctuations in these foreign currency exchange rates could result in a material adverse effect on the cash flow and future profits.
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 (“SOFR”), the Chicago Mercantile Exchange (“CME”) Term SOFR, the European interbank offered rate (“EURIBOR”), the Nigerian Monetary Policy Rate (“MPR”), the Johannesburg Interbank Average Rate (“JIBAR”), the South African Rand Overnight Index Average (“ZARONIA”) or the Brazilian interbank deposit rate (“CDI”) (until August, 2026). Increases in such reference rates increase our interest expense, which could have a material adverse effect on our business, prospects, financial condition and/or results of operations. Such increases in interest rates could also have a material adverse effect on our cash flows and our ability to service our debt in the longer term.
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In the past, governments have taken, and may in the future take, unprecedented actions in an attempt to address and rectify extreme market and economic conditions by providing liquidity and stability to financial markets. If these actions are not successful, 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, on acceptable terms or at all.
To the extent that any macroeconomic issues have a material adverse effect on our or our customers’ business, financial condition, results of operations and/or liquidity, it may also have the effect of heightening other risks described in the “Risk Factors” section of our 2025 Annual Report.
Explanation of key line items in the historical consolidated statements of income
Revenue
Our revenue is derived from fees paid by our customers for services from our Colocation business and its ancillary managed services. The Colocation business involves the lease of space on our owned and operated towers and our fixed copper and fiber network infrastructure, which are shared by various MNOs and other communications service providers. 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. 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. Revenue from leasing arrangements is recognized on a straight-line basis over the current lease term of the related lease agreements when collectability is reasonably assured. We also derive revenue from non-lease services, which includes maintenance, security and power supply for Towers owned by third parties. Non-lease revenue is recognized as the service is delivered at an amount that reflects the consideration to which we expect to be entitled in exchange for those services. Such revenue is recognized in the accounting period in which the services are rendered. We assess the probability that defaulting customers will not settle amounts billed and accordingly treat any component that we deem may not be collected as variable consideration, contingent upon the receipt of funds from the customer, an event that is not wholly within our control.
Cost of sales
Cost of sales consists of power generation (including diesel costs), which 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, and insurance, including for customer- and network-related assets. 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. Right-of-use assets are depreciated on a straight-line basis over the shorter of the remaining estimated useful life of the tower and the lease term.
Administrative expenses
Administrative expenses are costs not directly related to the provision of services to customers, but which support our business as a whole. These overhead expenses primarily consist of administrative staff costs (including key management compensation), impairment of goodwill, 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, loss allowance on trade and other receivables and other sundry costs. Administrative expenses also include corporate overhead related to merger and acquisition efforts and costs associated with new business initiatives.
Other income
Other income includes proceeds from insurance claims and net gain on disposal.
Finance costs and income
Finance costs consist of interest expense and loan facility fees on borrowings, the unwinding of the discount on our decommissioning liability and lease liability, net realized and unrealized foreign exchange losses arising from financing arrangements and net realized and unrealized losses from valuations of financial instruments. Finance income consists of interest income from bank deposits, net realized and unrealized foreign exchange gains arising from financing arrangements, net realized and unrealized gains from valuations of financial instruments and other interest income.
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Taxation
Taxation consists of current tax and deferred tax with respect to income taxes. The income tax expense or credit is calculated at the forecast annual effective tax rate applicable to profits or losses in our respective countries of business with appropriate adjustments. Current and deferred tax is recognized on taxes that are regarded as taxes on corporate income under the relevant IFRS accounting standard. Current tax also includes Pillar 2 multinational top-up tax.
Deferred income tax assets are recognized for deductible temporary differences, including tax losses carried forward, arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, but only to the extent that the realization of the related tax benefits are expected to be met through the reversal of taxable temporary differences and that it is probable that future taxable profits will be available against which the temporary differences can be utilized. Where there are taxable losses and other deferred tax assets brought forward or arising in the present period, deferred tax assets in respect of those losses are recognized only to the extent they are forecast to be applied against (i) the reversal of taxable temporary differences, or (ii) additional forecast future taxable income.
Income/(loss) from discontinued operations
Income/(loss) from discontinued operations represents the post-tax results of a business component that has been disposed of, or is classified as held for sale, and that represents a separate major line of business or geographical area of operations, in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations. It is presented as a single line item in the consolidated income statement, separate from the results of the Group's continuing operations, and includes any gain or loss recognized on disposal, including the reclassification of cumulative foreign currency translation differences previously recognized in other comprehensive income.
Key Financial and Operational Performance Indicators
We believe that revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, the number of Towers in our portfolio and Colocation Rate are key measures to assess our financial and operational performance. These measures demonstrate our ability to grow and generate strong positive cash flows over time. 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 income/(loss) for the period. Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly referenced measures used by other companies. 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 Accounting Standards.
Towers
We measure the number of towers in our portfolio (including discontinued operations) at a given time by counting the number of towers that we own or operate with at least one Tenant. The number of towers in our portfolio excludes towers for which we provide Managed Services. We have historically increased the number of towers in our portfolio through a combination of building New Sites and acquiring towers from MNOs or independent tower companies. Rationalizing the portfolio through decommissioning towers reduces the number of towers we own and operate.
Colocation Rate
We define Colocation Rate as the average number of Tenants per tower that we own or operate across our tower portfolio at a given point in time, excluding Managed Services. Colocation Rate is an important metric for assessing utilization and capacity on existing Towers. Our Colocation Rate is a key driver of our Adjusted EBITDA Margin, as the addition of further Tenants increases revenue for a proportionally smaller increase in power, our primary variable cost per site. Colocation is achieved at a relatively low incremental capital expense and is also attractive to our customers as it provides them with shorter deployment times for their equipment compared to New Site alternatives.
Adjusted EBITDA and Adjusted EBITDA Margin
We define Adjusted EBITDA (including by segment) as income/(loss) for the period, before income tax expense/(benefit), finance costs and income, depreciation and amortization, net (reversal of impairment)/ impairment of withholding tax receivables, impairment of goodwill, business combination transaction costs, net impairment/(reversal of impairment) of property, plant and equipment, right-of-use assets, intangible assets excluding goodwill and related prepaid land rent, reversal of provision for decommissioning costs, net (gain)/loss on disposal of property, plant and equipment and right-of-use 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.
For the avoidance of doubt, this includes amounts in relation to discontinued operations.
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We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue for the applicable period, expressed as a percentage.
We believe Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors and are used by our management for measuring profitability and allocating resources, because they exclude the impact of certain items that have less bearing on our core operating performance such as interest expense and taxes. We believe that utilizing Adjusted EBITDA and Adjusted EBITDA Margin allows for a more meaningful comparison of operating fundamentals between companies within our industry by eliminating the impact of capital structure and taxation differences between the companies.
Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an Adjusted EBITDA-related performance measure when reporting their results.
Adjusted EBITDA and Adjusted EBITDA Margin are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. You should exercise caution in comparing Adjusted EBITDA and Adjusted EBITDA Margin as reported by us to Adjusted EBITDA and Adjusted EBITDA Margin as reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin are unaudited and have not been prepared in accordance with IFRS Accounting Standards.
Adjusted EBITDA and Adjusted EBITDA Margin are not measures of performance under IFRS Accounting Standards and you should not consider these as an alternative to income/(loss) or income/(loss) margin for the period or other financial measures determined in accordance with IFRS Accounting Standards.
Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation. Some of these limitations are:
| ● | they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; |
| ● | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements that would be required for such replacements; |
| ● | some of the items we eliminate in calculating Adjusted EBITDA and Adjusted EBITDA Margin reflect cash payments that have less bearing on our core operating performance, but that impact our operating results for the applicable period; and |
| ● | the fact that other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, which limits their usefulness as comparative measures. |
Accordingly, investors and prospective investors should not place undue reliance on Adjusted EBITDA and Adjusted EBITDA Margin.
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The following is a reconciliation of Adjusted EBITDA from the most directly comparable IFRS measure which is income for the three and nine month periods ended September 30, 2026 and 2025:
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
2026 | 2025 | 2026 | 2025 | |||||
| $'m | | $'m | | $'m | | $'m | |
(Loss)/Income for the period | (8.2) | 147.4 | 61.4 | 210.4 | ||||
Adjustments(a): | ||||||||
Income tax expense | 57.5 | 41.0 | 132.1 | 114.9 | ||||
Finance costs(b) | 115.3 | 101.7 | 339.7 | 330.3 | ||||
Finance income(b) | (76.8) | (130.2) | (238.3) | (186.3) | ||||
Depreciation and amortization | 54.6 | 105.0 | 166.6 | 283.4 | ||||
Net reversal of impairment of withholding tax receivables(c) | (2.3) | (24.9) | (1.8) | (37.8) | ||||
Business combination transaction costs | 13.5 | 0.1 | 29.0 | 1.3 | ||||
Net impairment of property, plant and equipment, right-of-use assets, intangible assets excluding goodwill and related prepaid land rent(d) | 2.1 | 1.8 | 82.5 | 5.4 | ||||
Net (gain)/loss on disposal of property, plant and equipment and right-of-use assets | (0.9) | 0.6 | (4.3) | (0.4) | ||||
Net loss on disposal of subsidiaries | 58.7 | — | 38.7 | — | ||||
Share-based payment expense(e) | 17.1 | 6.0 | 57.8 | 20.0 | ||||
Insurance claims(f) | (0.1) | (0.1) | (0.2) | (0.4) | ||||
Other costs(g) | 52.2 | 13.1 | 133.5 | 21.7 | ||||
Adjusted EBITDA | 282.7 | 261.5 | 796.7 | 762.5 | ||||
| (a) | Adjustments include relevant amounts in relation to discontinued operations summarized in note 21.1 |
| (b) | Finance costs consist of interest expense and loan facility fees on borrowings, the unwinding of the discount on our decommissioning liability and lease liability, net realized and unrealized foreign exchange losses arising from financing arrangements and net realized and unrealized losses from valuations of financial instruments. Finance income consists of interest income from bank deposits, net realized and unrealized foreign exchange gains arising from financing arrangements and net realized and unrealized gains from valuations of financial instruments and other interest income. |
| (c) | Withholding tax primarily represents amounts withheld by customers in Nigeria and paid to the local tax authority. The amounts withheld may be recoverable through an offset against 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. |
| (d) | Represents non-cash charges related to the impairment of property, plant and equipment, right-of-use assets, intangible assets excluding goodwill and related prepaid land rent on the decommissioning of sites. Includes impairment of held for sale non-current assets for the three and nine months ended September 30, 2026 of $nil and $75.4 million respectively (three and nine months ended September 30, 2025: $nil) (see note 21.1). |
| (e) | Represents expenses related to share-based compensation, which vary from period to period depending on timing of awards, and changes to valuation input assumptions. |
| (f) | Represents insurance claims included as other income. |
| (g) | Other costs for the three and nine months ended September 30, 2026, included $39.0 million and $96.4 million respectively (three and nine months ended September 30, 2025: $nil) of one-off long term employee benefit costs in relation to business disposals and the transactions contemplated by the merger agreement with MTN Group Limited entered into in February 2026, one-off expenses related to strategic initiatives and operating systems of $13.1 million and $35.9 million respectively (three and nine months ended September 30, 2025: $0.8 million and $5.1 million respectively), costs related to internal reorganization of $nil and $nil respectively (three and nine months ended September 30, 2025: $1.8 million and $3.5 million respectively). |
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RESULTS OF OPERATIONS
The table below shows our consolidated results of operations for the three and nine month periods ended 30 September, 2026 and 2025:
Three months ended | Nine months ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
2026 | 2025(a) | 2026 | 2025(a) | |||||
| $’m | | $’m | | $’m | | $’m | |
Revenue | 490.5 | 403.9 | 1,334.5 | 1,184.2 | ||||
Cost of sales | (230.4) | (182.2) | (635.4) | (527.1) | ||||
Administrative expenses |
| (128.0) |
| (39.6) |
| (374.3) |
| (160.7) |
Other income |
| 1.6 |
| 0.5 |
| 2.9 |
| 1.2 |
Operating income | 133.7 | 182.6 | 327.7 | 497.6 | ||||
Finance income | 70.8 | 122.0 | 218.4 | 171.6 | ||||
Finance costs | (114.4) | (87.1) | (313.0) | (259.7) | ||||
Income before income tax | 90.1 | 217.5 | 233.1 | 409.5 | ||||
Income tax expense | (61.8) | (49.8) | (152.7) | (142.2) | ||||
Income from continuing operations | 28.3 | 167.7 | 80.4 | 267.3 | ||||
Loss from discontinued operations | (36.5) | (20.3) | (19.0) | (56.9) | ||||
(Loss)/income for the period | (8.2) | 147.4 | 61.4 | 210.4 | ||||
| (a) | The results for the three and nine month periods ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
Impact of Naira foreign exchange movements
During the three and nine months ended September 30, 2026, the Naira appreciated against the U.S. dollar, following relative stability in 2025 and volatility in 2024. The rates used in the preparation of our financial statements are shown below:
Closing Rate | Closing Rate Movement(a) | 3- Month Average Rate | Average Rate Movement(a) | |
₦:$ | $:₦ | ₦:$ | $:₦ | |
June 30, 2024 | 1,514.3 | –– | 1,391.8 | –– |
September 30, 2024 | 1,669.1 | (9.3)% | 1,601.0 | (13.1)% |
December 31, 2024 | 1,546.0 | 8.0% | 1,628.5 | (1.7)% |
March 31, 2025 | 1,538.1 | 0.5% | 1,526.7 | 6.7% |
June 30, 2025 | 1,543.0 | (0.3)% | 1,580.8 | (3.4)% |
September 30, 2025 | 1,486.5 | 3.7% | 1,523.2 | 3.6% |
December 31, 2025 | 1,448.3 | 2.6% | 1,453.3 | 4.8% |
March 31, 2026 | 1,384.5 | 4.6% | 1,385.0 | 4.9% |
June 30, 2026 | 1,383.0 | 0.1% | 1,366.2 | 1.4% |
September 30, 2026 | 1,327.3 | 4.2% | 1,352.4 | 1.0% |
| (a) | Movements presented for each period are between that period’s rate and the preceding period rate and are calculated as a percentage of the period’s rate. |
Movements in the Naira exchange rate used to translate the results of our Nigeria operations positively impacted revenue and segment Adjusted EBITDA in the third quarter of 2026 by $40.7 million and $24.1 million, respectively, compared to the same period in 2025. These translation benefits were partially offset by foreign exchange resets under certain contracts.
During the quarter, appreciation of the Naira also resulted in unrealized foreign exchange gains of $63.8 million on U.S. dollar denominated intercompany loans advanced to our Nigerian operations. These gains were recognized in finance income, although they do not affect Group net assets, as equal and opposite movements are recorded in equity on the retranslation of the Nigerian operations’ assets and liabilities, including these loans.
For the nine months ended September 30, 2026, movements in the Naira exchange rate used to translate the results of our Nigeria operations positively impacted revenue and segment Adjusted EBITDA by $108.1 million and $63.7
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million, respectively, compared to the same period in 2025. These impacts were partially offset by foreign exchange resets under certain contracts.
During the year to date, appreciation of the Naira resulted in unrealized foreign exchange gains of $146.9 million on U.S. dollar denominated intercompany loans advanced to our Nigerian operations. These gains were recognized in finance income, although they do not affect Group net assets, as equal and opposite movements are recorded in equity on the retranslation of the Nigerian operations’ assets and liabilities, including these loans.
Results for the three and nine months ended September 30, 2026 versus 2025
In February 2026, the Group agreed to sell its 51.0% stake in I-Systems to TIM S.A. and its Latin American tower operations to Macquarie Asset Management. The Latin American tower operations and I-Systems disposal groups were classified as held for sale from December 31, 2025. These disposal groups comprised the entire Latam reportable segment and therefore this segment was presented as a discontinued operation. Accordingly, the description of revenue from continuing operations is presented separately from the description of revenue from discontinued operations and Adjusted EBITDA Margin is only presented for individual segments. Other key performance indicators, including Adjusted EBITDA, continue to reflect the performance inclusive of the Latin America segment as the associated IFRS measures of earnings and cash from operations continue to include results from discontinued operations. In May 2026 and August 2026, the Group completed the I-Systems Disposal and the Latam Towers Disposal respectively.
Revenue from continuing operations
Revenue from continuing operations for the three month period ended September 30, 2026 (the “third quarter”) was $490.5 million, an increase of 21.4% year-on-year, despite a 3.5% inorganic revenue headwind as a result of the Rwanda Disposal in October 2025. Organic revenue increased by $54.2 million (13.4%), driven primarily by power indexation, which helped offset increased power generation costs during the period, in addition to higher revenues from Tenants, Lease Amendments and New Sites, as well as escalations. Organic growth was partially offset by lower revenues from FX resets, largely as a result of the appreciation of the Naira versus the U.S. dollar. Inorganic revenue decreased by $14.3 million, reflecting the Rwanda Disposal in October 2025. Revenue from continuing operations was also positively impacted by favorable movements in foreign exchange rates used to translate the results of foreign operations, resulting in a non-core impact of $46.7 million, an increase of 11.6%, of which $40.7 million was due to the appreciation of the Naira.
Revenue from continuing operations for the year-to-date was $1,334.5 million, an increase of 12.7% year-on-year, despite a 3.6% inorganic revenue headwind as a result of the Rwanda Disposal in October 2025. Year-to-date organic revenue increased by $49.6 million year-on-year, or 4.2%, primarily driven by escalations, increased revenues from power indexation, which helped offset increased power generation costs during the period, as well as higher revenues from Tenants, Lease Amendments and New Sites. This growth was partially offset by lower revenues related to foreign exchange resets, largely as a result of the appreciation of the Naira versus the U.S. dollar. Inorganic revenue decreased by $43.2 million due to the Rwanda Disposal in October 2025. Revenue from continuing operations was also positively impacted by non-core favorable movements in foreign exchange rates of $143.9 million, an increase of 12.2%, of which $108.1 million was due to the appreciation of the Naira.
Refer to the revenue component of the segment results section of this discussion and analysis for further details.
Revenue from discontinued operations
Revenue from the Latin America segment for the three month period ended September 30, 2026, presented within discontinued operations, was $17.6 million, a decrease of 65.6% year-on-year, due to the I-Systems Disposal and the Latam Towers Disposal in May 2026 and August 2026, respectively.
Revenue from the Latin America segment for the year-to-date, presented within discontinued operations, was $111.8 million, a decrease of 22.2% year-on-year, due to the I-Systems Disposal and Latam Towers Disposal in May 2026 and August 2026, respectively.
Towers, tenants and lease amendments
For the third quarter, there was a year-on-year net decrease in Towers of 10,426, resulting in total Towers of 28,599 at the end of the period. The decrease primarily resulted from the disposal of 9,053 Towers pursuant to the Latam Towers Disposal in August 2026 and 1,467 Towers relating to the Rwanda Disposal in October 2025. Excluding the impact of these disposals, there was a net increase of 94 Towers year-on-year reflecting the addition of 347 New Sites, partly offset by 227 Churned and 26 decommissioned sites. Tenants declined 14,750 year-on-year, primarily due to the disposal of 12,267 Tenants in Latin America and 3,041 Tenants in Rwanda, as well as a reduction of 1,377 Tenants due to Churn. Excluding the impact of the disposals, we added 558 net new tenants year-on-year. As a result, total
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Tenants were 42,941 at the end of the third quarter, with a Colocation Rate of 1.50x, compared to 1.48x in the third quarter of 2025. We added 5,223 Lease Amendments year-on-year, despite a reduction of 1,488 related to the Latam Towers Disposal, reflecting continued incremental demand for ancillary services and bringing total Lease Amendments to 47,444 at the end of the third quarter.
Adjusted EBITDA
Adjusted EBITDA for the third quarter of $282.7 million increased 8.1% year-on-year, despite the 15.0% inorganic headwind resulting from the Rwanda Disposal, the I-Systems Disposal and the Latam Towers Disposal in October 2025, May 2026 and August 2026, respectively. The year-on-year change also reflected higher costs, which partly offset the increase in revenue described above. Cost of sales included within Adjusted EBITDA increased $40.7 million year-on-year, primarily driven by increases in power generation costs ($38.6 million), as a result of higher global power prices due to reasons including the conflict in the Middle East. This impact was offset by higher revenue generated through the Company's power pass-through and indexation mechanisms. The $8.8 million decrease in administrative expenses included within Adjusted EBITDA was primarily driven by lower staff costs ($4.2 million) and reflected cost saving initiatives.
Adjusted EBITDA for the year-to-date of $796.7 million increased 4.5% year-on-year, despite the 8.7% inorganic headwind resulting from the Rwanda Disposal, the I-Systems Disposal and the Latam Towers Disposal in October 2025, May 2026 and August 2026, respectively. The year-on-year change also reflected an $84.2 million increase in costs included within Adjusted EBITDA, which partly offset the increase in revenue, described above. The $94.2 million increase in cost of sales was primarily driven by an increase in power generation costs ($78.6 million), as a result of higher global power prices due to reasons including the conflict in the Middle East. While this impact was partially mitigated by higher revenue generated through the Company's power pass-through and indexation mechanisms, these mechanisms typically operate with a one-quarter lag between increases in power generation costs and the corresponding revenue adjustment. There were also year-on-year increases in tower repairs and maintenance costs ($4.6 million), staff costs ($2.2 million), site rental costs ($2.1 million), security services costs ($1.3 million) and other cost of sales ($4.9 million). The $10.0 million decrease in administrative costs included within Adjusted EBITDA was primarily driven by lower staff costs ($7.2 million) and reflected cost saving initiatives.
Loss from discontinued operations
Loss from discontinued operations was $36.5 million for the third quarter of 2026, compared to $20.3 million in the corresponding period in 2025. The increase was primarily driven by the $58.7 million loss on the Latam Towers Disposal (driven by $39.7 million of historical foreign currency translation reserve losses recycled to the income statement upon disposal) and a $33.6 million decrease in revenue following our exit from Latam in August 2026, partially offset by decreases of $56.3 million in cost of sales, $14.0 million in administrative expenses and $13.7 million lower finance costs.
For the nine months ended September 30, 2026, loss from discontinued operations decreased to $19.0 million from $56.9 million in the prior year period. The reduction was primarily attributable to decreases of $124.8 million in cost of sales and $43.9 million in finance costs, partially offset by a $75.4 million impairment of non-current assets held for sale and a $38.7 million net loss on the disposals of I-Systems and our Latin American tower operations, with no corresponding impairment or net loss on disposals of subsidiaries recognized in 2025.
(Loss)/income for the period
The Group reported a loss of $8.2 million for the third quarter of 2026, compared to income of $147.4 million in the third quarter of 2025. The year-on-year decrease primarily reflected increases of $48.2 million in cost of sales and $88.4 million in administrative expenses, which more than offset an $86.6 million increase in revenue. The decrease also reflected a $78.5 million increase in net finance costs and a $16.2 million increase in losses from discontinued operations.
Higher cost of sales was primarily attributable to higher power generation costs in the Nigeria segment, driven by increased diesel prices associated with reasons including the conflict in the Middle East.
Administrative expenses increased by $88.4 million, primarily due to $49.1 million of accelerated share-based payment and long-term employee benefit expenses resulting from a change in expected vesting periods and settlement obligations following the February 2026 agreement by the Group to enter into a merger agreement to be acquired by MTN Group Limited. Professional fees and business combination costs increased by $18.8 million and $10.3 million respectively.
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Income for the nine months ended September 30, 2026 was $61.4 million, compared to $210.4 million in the prior year period. This decrease was primarily driven by increases in costs of sales of $108.3 million and administrative expenses of $213.6 million, partially offset by an increase in revenue of $150.3 million.
Administrative expenses increased by $213.6 million, primarily due to $132.2 million of accelerated share-based payment and long-term employee benefit expenses as a result of a change in expected vesting periods and settlement obligations following the February 2026 agreement by the Group to enter into a merger agreement to be acquired by MTN Group Limited. Professional fees and business combination costs increased by $36.9 million and $23.8 million respectively.
SEGMENT RESULTS
Revenue and Adjusted EBITDA by segment
Set out below are revenue and segment Adjusted EBITDA for each of our reportable segments, for the three and nine month periods ended September 30, 2026 and 2025:
Revenue
Three months ended | Nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
| 2026 | | 2025 | | Change | 2026 | | 2025 | | Change | ||
$’m | $’m | % | $’m | $’m | % | |||||||
Nigeria | 359.4 | 268.0 | 34.1 | 942.6 | 799.7 | 17.9 | ||||||
SSA | 131.1 |
| 135.9 | (3.5) | 391.9 | 384.5 | 1.9 | |||||
Continuing operations | 490.5 | 403.9 | 1,334.5 | 1,184.2 | ||||||||
Latam | 17.6 |
| 51.2 | (65.6) | 111.8 | 143.8 | (22.2) | |||||
Discontinued operations | 17.6 | 51.2 | 111.8 | 143.8 | ||||||||
Adjusted EBITDA
Three months ended | Nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
| 2026 | | 2025 | | Change | 2026 | | 2025 | | Change | ||
$’m | $’m | % | $’m | $’m | % | |||||||
Nigeria | 215.0 | 169.6 | 26.8 | 564.0 | 519.2 | 8.6 | ||||||
SSA | 74.8 |
| 80.0 | (6.5) | 223.3 |
| 224.8 | (0.7) | ||||
Latam (discontinued operations) | 16.0 |
| 41.2 | (61.2) | 86.4 |
| 110.3 | (21.7) | ||||
305.8 | 290.8 | 873.7 | 854.3 | |||||||||
Unallocated corporate expenses(a) | (23.1) | (29.3) | 21.3 | (77.0) | (91.8) | 16.4 | ||||||
Total Adjusted EBITDA | 282.7 | 261.5 | 8.1 | 796.7 | 762.5 | 4.5 | ||||||
| (a) | Unallocated corporate expenses primarily consist of costs associated with centralized Group functions including Group executive, finance, HR, IT, legal, tax and treasury services. |
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Nigeria
Third quarter revenue increased 34.1% year-on-year to $359.4 million, primarily reflecting favorable movements in foreign exchange rates used to translate the results of foreign operations and higher diesel prices, which contributed to revenue growth through power pass-through and indexation mechanisms. Organic revenue increased by $50.8 million, an increase of 18.9% year-on-year. This reflected higher revenue related to diesel prices and escalations, as well as continued growth in revenue from Colocation, Lease Amendments, New Sites and fiber. This was partially offset by a reduction in revenues linked to foreign exchange resets as a result of the appreciation of the Naira versus the U.S. dollar during the period. The overall increase in revenue was further enhanced by favorable movements in foreign exchange rates used to translate the results of foreign operations, with an average Naira rate of ₦1,352 to $1.00 in the third quarter of 2026 compared to an average rate of ₦1,523 to $1.00 in the third quarter of 2025. This led to a non-core increase of $40.7 million, or 15.2% year-on-year.
Year-to-date revenue increased 17.9% year-on-year to $942.6 million, primarily reflecting favorable movements in foreign exchange rates used to translate the results of foreign operations and higher diesel prices, which contributed to revenue growth through power pass-through and indexation mechanisms. Organic revenue increased by $34.8 million, an increase of 4.4% year-on-year. This reflected higher revenue related to diesel prices and escalations, as well as continued growth in revenue from Colocation, Lease Amendments, New Sites and fiber. This was partially offset by a reduction in revenues linked to foreign exchange resets as a result of the appreciation of the Naira versus the U.S. dollar during the period. The overall increase in revenue was further enhanced by favorable movements in foreign exchange rates used to translate the results of foreign operations, with an average Naira rate of ₦1,368 to $1.00 in the year-to-date period of 2026 compared to an average rate of ₦1,544 to $1.00 in the same period of 2025. This led to a non-core increase of $108.1 million, or 13.5% year-on-year.
Tenants increased by 120 year-on-year, with growth of 497 from Colocation and 1 from New Sites, partially offset by 378 Churn. Lease Amendments increased by 5,768 driven by continued incremental demand for ancillary services.
Segment Adjusted EBITDA for the third quarter increased 26.8% year-on-year to $215.0 million, resulting in an Adjusted EBITDA Margin of 59.8%. The year-on-year increase in segment Adjusted EBITDA for the third quarter reflected the increase in revenue described above, partially offset by an increase in cost of sales and administrative expenses included within segment Adjusted EBITDA. During the third quarter the increase in costs was primarily driven by a year-on-year increase in power generation costs ($38.8 million), as a result of higher global power prices due to reasons including the conflict in the Middle East. This impact was offset by higher revenue generated through the Company's power pass-through and indexation mechanisms. There were also year-on-year increases in staff costs ($3.8 million) and tower repairs and maintenance costs ($2.4 million), with increases enhanced by the appreciation of the Naira, which is used to translate the results of our Nigeria operations.
Year-to-date segment Adjusted EBITDA increased 8.6% year-on-year to $564.0 million, resulting in an Adjusted EBITDA Margin of 59.8%. The year-on-year increase in segment Adjusted EBITDA reflected the increase in revenue discussed above, partially offset by an increase in cost of sales and administrative expenses included within segment Adjusted EBITDA. The increase in costs was primarily driven by a year-on-year increase in power generation costs ($74.3 million), as a result of higher global power prices due to reasons including the conflict in the Middle East. While this impact was partially mitigated by higher revenue generated through the Company's power pass-through and indexation mechanisms, these mechanisms typically operate with a one-quarter lag between increases in power generation costs and the corresponding revenue adjustment. There were also year-on-year increases in staff costs ($10.0 million), tower repairs and maintenance costs ($6.8 million) and other cost of sales ($4.4 million), with increases enhanced by the appreciation of the Naira, which is used to translate the results of our Nigeria operations.
SSA
Third quarter revenue decreased 3.5% year-on-year to $131.1 million, primarily reflecting the 10.5% inorganic revenue headwind as a result of the Rwanda Disposal in October 2025. Organic revenue increased by $3.4 million, or 2.5%, led by growth in revenue from new Tenants, Colocations, New Sites and escalations. Revenue was also supported by an increase in non-core revenues as a result of positive movements in foreign exchange rates of $6.1 million, or 4.5%.
Year-to-date revenue increased 1.9% year-on-year to $391.9 million, despite an 11.2% inorganic revenue headwind as a result of the Rwanda Disposal in October 2025. Organic revenue, which increased by $14.8 million, or 3.8%, led by growth from new Tenants, Colocations, New Sites and escalations, was partially offset by lower revenues from foreign exchange resets. Revenue was also supported by an increase in non-core revenues as a result of positive movements in foreign exchange rates of $35.8 million, or 9.3%.
Tenants decreased by 3,097 year-on-year, primarily due to the disposal of 3,041 tenants in Rwanda. Other than this disposal, tenants decreased by 56, as increases of 656 from Colocation and 125 from New Sites were more than offset by Churn of 837 tenants, primarily related to ZedMobile (“ZedMobile”) during the first quarter of 2026. Lease Amendments increased by 694.
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Segment Adjusted EBITDA for the third quarter decreased 6.5% year-on-year to $74.8 million, resulting in an Adjusted EBITDA Margin of 57.0%. The year-on-year decrease in segment Adjusted EBITDA for the third quarter was primarily driven by the 12.0% negative impact as a result of the Rwanda Disposal. The year-on-year movement also reflected an increase in revenue from other markets, partially offset by an increase in costs included within Adjusted EBITDA. The $0.4 million increase in costs was primarily driven by year-on-year increases in power generation costs ($1.4 million) and other administrative expenses, partially offset by a decrease in staff costs ($1.3 million) and regulatory fees ($1.0 million).
Year-to-date segment Adjusted EBITDA decreased 0.7% year-on-year to $223.3 million, for an Adjusted EBITDA Margin of 57.0%. The year-on-year decrease in segment Adjusted EBITDA was primarily driven by higher revenue, partially offset by the 12.7% negative impact as a result of the Rwanda Disposal and an increase in costs included within Adjusted EBITDA of $9.0 million, partially offsetting higher revenue. The increase in costs was driven by higher power generation costs ($6.0 million), other administrative expenses ($4.4 million) largely reflecting a provision associated with the ZedMobile Churn in Zambia recognized during the first quarter of 2026, and an increase in tower repairs and maintenance costs ($1.5 million), partially offset by a reduction in staff costs ($2.7 million).
Latam (discontinued operation)
Third quarter revenue and Adjusted EBITDA decreased 65.6% and 61.2% year-on-year to $17.6 million and $16.0 million, respectively, primarily reflecting the inorganic headwind as a result of the I-Systems Disposal in May 2026 and the Latam Towers Disposal in August 2026.
Year-to-date revenue and Adjusted EBITDA decreased 22.2% and 21.7% year-on-year to $111.8 million and $86.4 million, respectively, primarily reflecting the inorganic headwind as a result of the I-Systems Disposal in May 2026 and Latam Towers Disposal in August 2026.
Prior to the Latam Towers Disposal in August 2026, Tenants increased by 494 year-on-year, including 221 from New Sites and 435 from Colocation, partially offset by 162 Churn, while Lease Amendments increased by 249, resulting in 9,053 Towers, 12,267 Tenants and 1,488 Lease Amendments. Following completion of the Latam Towers Disposal in August 2026, these Towers, Tenants and Lease Amendments were no longer included in our reported results as of September 30, 2026.
CAPITAL EXPENDITURE
Set out below is the capital expenditure for the three and nine month periods ended September 30, 2026 and 2025 for each of our reporting segments:
Three months ended | Nine months ended | |||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
| 2026 | | 2025 | Change | 2026 | 2025 | Change | |||||
$’m | $’m | % | $’m | $’m | % | |||||||
Nigeria | 54.1 | 40.8 | 31.8 |
| 89.7 | 73.8 | 21.6 | |||||
SSA | 9.0 | 13.8 | (34.5) |
| 17.0 | 29.3 | (42.1) | |||||
Other | — | — | –– | –– | 0.3 | (100.0) | ||||||
Continuing operations | 63.1 | 54.6 | 106.7 | 103.4 | ||||||||
Latam | 5.1 | 22.7 | (77.6) |
| 42.1 | 63.9 | (34.2) | |||||
Discontinued operations | 5.1 | 22.7 | 42.1 | 63.9 | ||||||||
Total capital expenditure | 68.2 | 77.3 | (11.8) |
| 148.8 | 167.3 | (11.1) | |||||
During the third quarter of 2026, capital expenditure (“Total Capex”) was $68.2 million, compared to $77.3 million for the third quarter of 2025. The decrease was driven by lower capital expenditure in our Latam segment, reflecting the Latam Towers Disposal and I-Systems Disposal, and in SSA, driven by a reduction in both discretionary and maintenance capital expenditure. This was partially offset by higher capital expenditure in our Nigeria segment, primarily due to higher discretionary capital expenditure.
Year-to-date, Total Capex was $148.8 million, compared to $167.3 million for the nine month period ended September 30, 2025. The decrease was primarily driven by lower capital expenditure in our Latam segment, reflecting the Latam Towers Disposal and I-Systems Disposal, and in SSA, driven by a reduction in both discretionary and maintenance capital expenditure. This was partially offset by higher capital expenditure in our Nigeria segment, primarily due to higher discretionary capital expenditure.
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Nigeria
The 31.8% year-on-year increase for the third quarter was primarily driven by increases related to fiber capital expenditure ($7.3 million) and other discretionary capital expenditure ($10.4 million), partially offset by decreases in augmentation capital expenditure ($4.8 million) and maintenance capital expenditure ($1.3 million).
The 21.6% year-on-year increase year-to-date was primarily driven by increases in fiber capital expenditure ($9.5 million), other discretionary capital expenditure ($10.2 million) and capital expenditure related to New Sites ($1.5 million), partially offset by a decrease in augmentation capital expenditure ($6.6 million).
SSA
The 34.5% year-on-year decrease for the third quarter was primarily driven by decreases in capital expenditure related to New Sites ($3.5 million) and maintenance capital expenditure ($1.8 million).
The 42.1% year-on-year decrease year-to-date was primarily driven by decreases in capital expenditure related to New Sites ($4.6 million), maintenance capital expenditure ($2.9 million), augmentation capital expenditure ($2.9 million) and other discretionary capital expenditure ($1.9 million).
Latam
The 77.6% year-on-year decrease for the third quarter primarily reflected the I-Systems Disposal and the Latam Towers Disposal in May 2026 and August 2026, respectively.
The 34.2% year-on-year decrease year-to-date primarily reflected the I-Systems Disposal and the Latam Towers Disposal in May 2026 and August 2026, respectively.
FINANCING ACTIVITIES FOR THE PERIOD JANUARY 1, 2026 TO SEPTEMBER 30, 2026
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 September 30, 2026.
Nigeria (2026) Revolving Credit Facility
IHS Mauritius NG Holdco Limited, IHS (Nigeria) Limited, IHS Towers NG Limited, INT Towers Limited and IHS Holding Limited entered into an NGN100.0 billion (approximately $75.3 million) Naira-denominated revolving credit facility agreement in January 2026 (with the potential to upsize to NGN200.0 billion (approximately $150.6 million)) (as amended and/or as amended and restated from time to time the “Nigeria 2026 RCF”), between, amongst others, IHS (Nigeria) Limited, IHS Towers NG Limited and INT Towers Limited as borrowers and guarantors; IHS Mauritius NG Holdco Limited, IHS Holding Limited, IHS Mauritius NG1 Limited, IHS Mauritius NG2 Limited, IHS INT Mauritius Limited and INT Towers NG Finco 1 Plc as guarantors; Stanbic IBTC as agent and certain financial institutions listed therein as original lenders.
The interest rate under the Nigeria 2026 RCF is equal to the Nigerian MPR plus a margin of 1.0% per annum. IHS Mauritius NG Holdco Limited also pays certain other fees and costs, including a supplemental agency fee, an arranging fee, a management fee and an agent fee.
The Nigeria 2026 RCF is scheduled to terminate in March 2029 and is repayable in full on that date. Subject to certain conditions, IHS Mauritius NG Holdco Limited 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). In addition to voluntary prepayments, the Nigeria 2026 RCF requires mandatory cancellation, and if applicable, prepayment in full or in part in certain circumstances.
As of November, 6, 2026, there were no amounts drawn and outstanding under the Nigeria 2026 RCF.
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Hedging Transactions
In connection with the disposal of our Latin American fiber operations, we entered into a BRL915 million (approximately $175.8 million) deal contingent non-deliverable foreign exchange forward transaction with JPMorgan Chase Bank, N.A. on February 12, 2026. We entered into this transaction to hedge the proceeds from the disposal, which were denominated in Brazilian Real. The transaction matured and settled in connection with the completion of this disposal. As a result, we entered into a new BRL935 million (approximately $179.6 million) non-deliverable foreign exchange forward transaction to continue to hedge the proceeds from the disposal until the proceeds were upstreamed. This hedge matured and settled in June 2026.
In connection with the disposal of our Latin American tower operations, we entered into a BRL1,500 million (approximately $288.2 million) deal contingent non-deliverable foreign exchange forward transaction with Itau BBA International plc on February 18, 2026. The transaction had a long-stop date of February 17, 2027. We entered into this transaction to hedge the Brazilian Real-denominated component of the sale price that was not fixed to U.S. dollars directly in the stock purchase agreement. This hedge matured and settled in August 2026.
Amendment to the IHS Holding (2025) Term Loan
The $200 million term credit facility agreement originally signed in June 2025, as amended from time to time, between, amongst others, Standard Chartered Bank as Arranger and Facility Agent and IHS Holding Limited as borrower, was amended in July 2026 to reduce certain fees and the margin applicable to the interest rate.
Bond Tap Issuance and Redemption
In September 2026, IHS Holding Limited issued $200.0 million 7.875% Senior Notes due 2030 (the “Additional 2030 Notes” and together with the issuer’s existing $550.0 million 7.875% Senior Notes due 2030, the “2030 Notes”). The Additional 2030 Notes were issued under the same indenture and on the same terms as the existing 2030 Notes (other than issue price). The proceeds of the issuance of the Additional 2030 Notes were used to fully redeem the issuer’s outstanding $200.0 million 5.625% Senior Notes due 2026, for the payments of related fees and expenses, and for general corporate purposes.
As of November 6, 2026, the aggregate principal amount outstanding of the 2030 Notes was $750.0 million.
FINANCING ACTIVITIES AFTER THE PERIOD ENDED SEPTEMBER 30, 2026
Amendment to the IHS Holding (2024) Dual-Tranche Term Loan
The $255.0 million and ZAR 3,246.0 million (approximately $198.0 million) dual-tranche term loan agreement originally signed in October 2024, as amended from time to time, between, amongst others, IHS Holding Limited as borrower, FirstRand Bank Limited (acting through its Rand Merchant Bank division) as facility agent, and certain financial institutions listed therein as original lenders, was amended in October 2026 to reflect the benchmark transition in South Africa from the Johannesburg Interbank Average Rate (“JIBAR”) to the South African Rand Overnight Index Average (“ZARONIA”) in respect of the ZAR-denominated tranche.
Amendment to the IHS South Africa (2022) Facility
The ZAR 3,470.0 million (approximately $211.7 million) facility agreement originally signed in May 2022, as amended from time to time, between, amongst others, IHS Towers South Africa Proprietary Limited as borrower, FirstRand Bank Limited (acting through its Rand Merchant Bank division) as facility agent, and certain financial institutions listed therein as original lenders, was amended in October 2026 to reflect the benchmark transition in South Africa from JIBAR to ZARONIA.
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INDEBTEDNESS
Set out below is the Group’s indebtedness as at September 30, 2026 and December 31, 2025:
| September 30, | | December 31, | |
2026 | 2025 | |||
$’m | $’m | |||
Non-current | ||||
Senior Notes | 1,888.8 | 1,965.5 | ||
Bank term loans | 714.3 | 876.5 | ||
2,603.1 | 2,842.0 | |||
Current | | | ||
Senior Notes | 334.1 | 218.4 | ||
Bank term loans | 191.8 | 77.2 | ||
Letters of credit | — | 0.1 | ||
525.9 | 295.7 | |||
Total borrowings | 3,129.0 | 3,137.7 | ||
Borrowings classified as held for sale (see note 21.2) | — | 96.7 | ||
3,129.0 | 3,234.4 |
Refer to note 15 to the interim financial statements for further details on our indebtedness.
LIQUIDITY AND CAPITAL RESOURCES
We generally fund our operations, which include operating expenses and debt service requirements, through cash flow from operating activities. We have historically funded acquisitions and other investments in our business, including large scale New Site construction and site improvements, from a combination of external equity raised from shareholders, long-term debt financings and internally generated cash from operations. We raised external equity funding at the IHS Holding Limited level, where it is held in U.S. dollars until required by operating subsidiaries or for acquisitions. As and when operating subsidiaries require these funds, the funding is allocated typically through intercompany loans to those subsidiaries. The proportion of intercompany loans to equity is unique to each operation and is determined by commercial funding requirements, local taxation and corporate legislation.
As of September 30, 2026, we had $2,211.3 million of total liquidity, comprising our unrestricted cash and cash equivalents of $1,836.3 million, availability under the IHS Holding RCF of $300.0 million, and approximately $75.0 million of availability under other local facilities within the Group.
Our centralized treasury team supervises our cash management. Our cash and cash equivalents are generated within our operating subsidiaries and held either locally or upstreamed to IHS Holding Limited (or intermediaries thereof). As a holding company, IHS Holding Limited’s 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.
We believe that our available liquidity and cash from operations will be sufficient to satisfy our operating expenses, debt service, capital expenditure requirements and organic growth strategies for a period of at least 12 months from the date of issuance of these financial statements. However, our ability to satisfy our operating expenses, debt service, capital requirements and growth strategies will depend on our future performance, which is subject to general economic, financial, competitive, regulatory and other factors, including those described in the “Risk Factors” section of our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”). If we are unable to generate sufficient cash flow from operating activities in the future, we may have to obtain additional financing. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. There can be no assurance that such financing will be available to us on commercially reasonable terms or at all.
Additionally, we continuously review our capital structure as well as our funding and maturity profile. As part of this review, we regularly explore opportunities in the global capital markets to seek to optimize our funding profile and our mix of funding sources, as well as to try to ensure that we are well positioned for any refinancing or other opportunities, including for our 2027 and 2028 Notes and our term loans and other loan facilities. We may also, from time to time, consider debt and/or equity repurchase programs, whether in the open market or otherwise, subject to market conditions.
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The information in this section updates as of September 30, 2026, the “Liquidity and Capital Resources” section of the 2025 Annual Report and should be read in conjunction with that report.
MOVEMENTS IN CASH AND CASH EQUIVALENTS DURING THE PERIOD
Set out below are the cashflows for the three and nine month periods ended September 30, 2026 and 2025:
| Three months ended | Nine months ended | ||||||
| September 30, | | September 30, | | September 30, | | September 30, | |
2026 | 2025 | 2026 | 2025 | |||||
$’m | $’m | $’m | $’m | |||||
Net cash from operating activities |
| 240.1 | 251.3 | 618.7 | 689.3 | |||
Net cash from/(used in) investing activities | 576.7 | (43.3) | 686.5 | (129.8) | ||||
Net cash used in financing activities | (72.5) | (93.0) | (315.0) | (492.3) | ||||
Net increase in cash and cash equivalents | 744.3 | 115.0 | 990.2 | 67.2 | ||||
Cash and cash equivalents at beginning of period | 1,093.4 | 533.1 | 853.3 | 578.0 | ||||
Exchange differences | (1.4) | 3.4 | (7.2) | 6.3 | ||||
Cash and cash equivalents at end of period | 1,836.3 | 651.5 | 1,836.3 | 651.5 | ||||
Net cash from operating activities
The year-on-year decrease in net cash from operating activities in the third quarter was $11.2 million primarily reflecting a $23.4 million decrease in operating income before working capital changes. This was partially offset by a $10.5 million improvement in changes to working capital, mainly related to trade and other receivables, and a $1.3 million reduction in income taxes paid.
For the year-to-date period, net cash from operating activities decreased by $70.6 million year-on-year, primarily reflecting an increase in income taxes paid of $36.1 million, a $31.9 million decrease in operating income before working capital changes, and a $5.1 million adverse movement in working capital, mainly related to trade and other receivables and inventory.
Net cash from/(used in) investing activities
The year-on-year increase in net cash from investing activities for the third quarter was $620.0 million, primarily due to $640.7 million of proceeds from the Latam Towers Disposal (gross cash consideration of $665.6 million, net of cash disposed of $24.9 million), and a $14.0 million reduction in purchases and advance payments for property, plant and equipment. This was partially offset by a $22.3 million loss on the settlement of non-deliverable forwards.
For the year-to-date period, net cash from investing activities increased by $816.3 million year-on-year, primarily driven by $822.8 million of proceeds from the sale of subsidiaries, and a $33.1 million reduction in purchases and advance payments for property, plant and equipment. This was partially offset by a $30.5 million loss on the settlement of non-deliverable forwards.
Net cash used in financing activities
Net cash used in financing activities decreased by $20.5 million in the third quarter. This primarily reflected a $14.8 million decrease in net cash outflows from the issuance and repayment of borrowings (net of fees) and a $3.3 million decrease in cash paid on settlement of non-deliverable forwards. This was partially offset by a $1.2 million increase in interest paid following repayment and refinancing of high interest debt.
The year-on-year decrease in net cash used in financing activities year-to-date was $177.3 million, primarily driven by a $133.9 million decrease in net cash outflows from the issuance and repayment of borrowings (net of fees) and a $40.1 million reduction in interest paid. This was partially offset by an $8.1 million increase in payments of the principal portion of lease liabilities.
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OPERATING INCOME
The year-on-year decrease in operating income for the third quarter was $48.9 million, primarily driven by increases of $48.2 million in cost of sales and $88.4 million in administrative expenses, partially offset by an $86.6 million increase in revenue. Administrative expenses in the quarter included accelerated expenses of $49.1 million related to share-based payments and long-term employee benefit expenses as a result of a change in expected vesting periods and settlement obligations following the February 2026 agreement by the Group to enter into a merger agreement to be acquired by MTN Group Limited.
The year-on-year decrease in operating income for the year-to-date was $169.9 million, primarily driven by a $108.3 million increase in cost of sales and a $213.6 million increase in administrative expenses, partially offset by a $150.3 million increase in revenue. Administrative expenses in the period included accelerated expenses of $132.2 million related to share-based payment and long-term employee benefit expenses as a result of a change in expected vesting periods and settlement obligations following the February 2026 agreement by the Group to enter into a merger agreement to be acquired by MTN Group Limited.
FINANCE INCOME/COSTS
Set out below are finance income and costs for the three and nine month periods ended September 30, 2026 and 2025:
| Three months ended | Nine months ended | ||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025(a) | | 2026 | | 2025(a) | |
$’m | $’m | $’m | $’m | |||||
Net foreign exchange gain arising from financing - unrealized | 53.2 |
| 71.4 |
| 163.8 |
| 100.0 | |
Interest income - bank deposits | 14.7 |
| 9.8 | 37.3 | 26.3 | |||
Other interest income(b) | 2.9 | — | 10.8 | — | ||||
Fair value gain on embedded options | — |
| 30.6 |
| — |
| 34.9 | |
Change in fair value of foreign exchange swaps | — |
| 10.2 |
| — |
| 10.4 | |
Fair value gain on non-deliverable forwards | — | — | 6.5 | — | ||||
Finance income | 70.8 |
| 122.0 |
| 218.4 |
| 171.6 | |
Interest expense - third party borrowings | (64.2) |
| (62.5) |
| (199.6) |
| (186.8) | |
Fair value loss on non-deliverable forwards | (6.5) | — | (36.9) | — | ||||
Interest and finance charges for lease liabilities | (12.5) |
| (10.5) |
| (36.4) |
| (28.7) | |
Net foreign exchange loss on derivative instruments - realized | — | (3.3) | — | (3.3) | ||||
Interest expense - withholding tax on interest | (4.5) |
| (1.5) |
| (13.3) |
| (18.4) | |
Net foreign exchange loss arising from financing - realized | (4.9) | (4.7) | (9.4) | (11.5) | ||||
Fees on borrowings and financial derivatives | (2.2) |
| (3.1) |
| (5.5) |
| (6.7) | |
Fair value loss on embedded options | (18.5) |
| — |
| (7.1) |
| — | |
Unwinding of discount on decommissioning liability | (1.1) |
| (1.5) |
| (3.6) |
| (4.3) | |
Fair value loss on contingent consideration | — | — | (1.2) | — | ||||
Finance costs | (114.4) |
| (87.1) |
| (313.0) |
| (259.7) | |
Net finance costs | (43.6) |
| 34.9 |
| (94.6) |
| (88.1) | |
| (a) | The results for the period ended September 30, 2025 have been re-presented to reflect the results of the Latam segment as a discontinued operation. See note 21.1 for more information. |
| (b) | Other interest income relates to the accrued interest on the vendor loan notes issued on the disposal of IHS Rwanda (see note 13). |
For the three months ended September 30, 2026, net finance income decreased by $78.5 million, resulting in net finance costs of $43.6 million, compared to net finance income of $34.9 million in 2025. This decrease primarily reflected a $49.1 million unfavorable movement in changes in the fair value of embedded options, resulting from tighter credit spreads and lower observed host bond prices. Unrealized net foreign exchange gains arising from financing also decreased by $18.2 million, reflecting the more stable Naira on average during the three-month period compared to 2025.
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For the nine months ended September 30, 2026, net finance costs increased by $6.5 million to $94.6 million from $88.1 million in 2025. Although finance income increased by $46.8 million, this was more than offset by a $53.3 million increase in finance costs. The increase in finance costs was primarily attributable to a $36.9 million fair value loss on non-deliverable forwards, compared to nil in 2025, and a $12.8 million increase in interest expense on third-party borrowings.
INCOME TAX EXPENSE
Set out below is the income tax expense for the three and nine month periods ended September 30, 2026 and 2025:
| Three months ended | Nine months ended | ||||||
September 30, | September 30, | September 30, | September 30, | |||||
| 2026 | | 2025(a) | | 2026 | | 2025 | |
$’m | $’m | $’m | $’m | |||||
Current taxes |
| 67.6 |
| 47.3 |
| 166.8 |
| 126.3 |
Deferred income taxes |
| (5.8) |
| 2.5 |
| (14.1) |
| 15.9 |
Total taxation expense |
| 61.8 |
| 49.8 |
| 152.7 |
| 142.2 |
| (a) | The results for the period ended September 30, 2025 have been re-presented to reflect that the result of the Latam segment is now reported as a discontinued operation. See note 21.1 for more information. |
The income tax expense for the third quarter increased by $12.0 million compared to the same period in 2025 primarily due to a change in the profit mix, in particular for Nigeria entities, which have a local statutory tax rate of 34%. The effective tax rate in the third quarter was above the blended statutory rate due to UK losses for which no tax credit was recognized partially offset by unrealized net foreign exchange gains within finance income in Nigeria not giving rise to a tax expense.
The income tax expense for the nine month period ended September 30, 2026 increased by $10.5 million compared to the same period in 2025 primarily due to a change in the profit mix, in particular for Nigeria entities, which have a local statutory tax rate of 34%. The effective tax rate was above the blended statutory rate due to UK losses for which no tax credit was recognized partially offset by unrealized net foreign exchange gains within finance income in Nigeria not giving rise to a tax expense.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
MATERIAL ACCOUNTING POLICIES AND CRITICAL ESTIMATES AND JUDGMENTS
The preparation of our financial information requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that we believe to be reasonable under the circumstances.
Our material accounting policies are described under the heading “Material Accounting Policies and Critical Estimates and Judgments” in our 2025 Annual Report and the notes to the audited financial statements in our 2025 Annual Report. There have been no material changes to our material accounting policies and critical estimates and judgments from those discussed in our 2025 Annual Report, except for changes relating to share based payments and other long-term employee benefits arrangements, described in note 2.4(c).
For a summary of our material accounting policies, see note 2 to the unaudited condensed consolidated interim financial statements for the period ended September 30, 2026.
Refer to note 3 to the unaudited condensed consolidated interim financial statements that appear elsewhere in this report for further detail.
RECENT ACCOUNTING PRONOUNCEMENTS
New standards and interpretations not yet adopted are disclosed in note 2.4 to the unaudited condensed consolidated interim financial statements included elsewhere in this report.
58
Exhibit 99.2
Dated 13 October 2026
Amendment Agreement
in respect of a USD 255,000,000 and ZAR 3,246,000,000 Facilities Agreement originally dated 7 October 2024
between, among others,
IHS Holding Limited
as Company and Obligors’ Agent
and
FirstRand Bank Limited
(acting through its Rand Merchant Bank division)
as Agent
White & Case SA
Katherine Towers, 1st Floor
1 Park Lane, Wierda Valley
Sandton, Johannesburg, 2196
Republic of South Africa
Table of Contents
| | | Page |
| | | |
1. | | Definitions and Interpretation | 2 |
2. | | Introduction | 3 |
3. | | Amendment to the Facilities Agreement | 3 |
4. | | Confirmations | 4 |
5. | | Representations and Warranties | 4 |
6. | | Costs and Expenses | 5 |
7. | | Incorporation of Terms | 5 |
8. | | Counterparts | 5 |
9. | | Governing Law | 5 |
10. | | Enforcement | 5 |
Schedule 1 | | Amendments to the Facilities Agreement (Facility B Loans) | 6 |
Appendix 1 | | Schedule 18 – Compounded Rate Terms | 17 |
Appendix 2 | | Schedule 19 – Daily Non-Cumulative Compounded RFR Rate | 20 |
Appendix 3 | | Schedule 20 – Cumulative Compounded RFR Rate | 22 |
(i)
This Agreement is dated 2026
Between:
(1) | IHS Holding Limited, an exempted company registered by way of continuation in the Cayman Islands with limited liability and having its registered office at 190 Elgin Avenue, George Town, Grand Cayman, KY1 – 9008, Cayman Islands, under the registration number 382000 (the “Company” and “Obligors’ Agent”); and |
(2) | FirstRand Bank Limited (acting through its Rand Merchant Bank division), as agent of the other Finance Parties (the “Facility Agent”). |
Whereas:
(A) | This Agreement is supplemental to, and amends, the Facilities Agreement (as defined below). |
(B) | Pursuant to clauses 28.2 (Instructions) and 38.4 (Changes to reference rates) of the Facilities Agreement, if a Published Rate Replacement Event has occurred in relation to a Published Rate for a currency of a Loan, any amendment or waiver which relates to, amongst other things, providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate and aligning any provision of any Finance Document to the use of that Replacement Reference Rate, may be made with the consent of the Facility Agent (acting on the instructions of the Majority USD Lenders (in respect of any Replacement Reference Rate relating to Facility A) and the Majority ZAR Lenders (in respect of any Replacement Reference Rate relating to Facility B)) and the Obligors. |
(C) | Pursuant to clauses 2.5 (Obligors’ Agent) and 38.1 (Required Consents) of the Facilities Agreement, the Company is appointed as agent of each Obligor in respect of the Facilities Agreement and is authorised to make such agreements and to effect relevant amendments, supplements and variations capable of being given, made or effected by any Obligor. |
It is agreed as follows:
1. | Definitions and Interpretation |
1.1 | Definitions |
Terms used (but not otherwise defined) in this Agreement have the meaning given to them in the Facilities Agreement (as defined below). In addition, unless the context dictates otherwise, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
“Agreement” means this amendment agreement and its Schedules.
“Amended Facilities Agreement” means the Facilities Agreement, as amended by this Agreement.
“Amendment Date” means the date of this Agreement, provided that all Parties have signed this Agreement.
“Facilities Agreement” means the facilities agreement dated 7 October 2024 between, amongst others, IHS Holding Limited as Company, the financial institutions listed therein as Original Lenders, each entity listed therein as Original Facility Guarantors and FirstRand Bank Limited (acting through its Rand Merchant Bank division) as Facility Agent, as amended and/or restated from time to time.
“JIBAR” has the meaning given to that term in the Facilities Agreement.
2
“Parties” means the parties to this Agreement, and “Party” means, as the context requires, any of them.
“ZARONIA” means the South African Rand Overnight Index Average administered by the South African Reserve Bank.
1.2 | Construction |
(a) | The rules of interpretation applicable to the Facilities Agreement will apply to this Agreement as if set out in this Agreement save that references in the Facilities Agreement to “this Agreement” will be construed as references to this Agreement. |
(b) | All the headings and sub-headings in this Agreement are for convenience only and are not to be taken into account for the purposes of interpreting it. |
(c) | The provisions of clauses 1.2 (Construction) and 1.3 (Third Party Rights) of the Facilities Agreement shall apply to this Agreement as though set out in full in this Agreement, except that references to the Facilities Agreement therein shall be construed as references to this Agreement. |
(d) | In the event of any conflict between the provisions of this Agreement and the provisions of the Facilities Agreement, the provisions of this Agreement shall prevail. |
2. | Introduction |
(a) | Pursuant to the announcement by the South African Reserve Bank, the supervisor of the use of JIBAR, that JIBAR will be permanently discontinued, a Published Rate Replacement Event has occurred in relation to JIBAR (being the Published Rate for ZAR, the currency of the Facility B Loans). |
(b) | The Parties have agreed to amend the Facilities Agreement to, amongst other things, provide for the use of ZARONIA as the Replacement Reference Rate in place of JIBAR, align the provisions of the Facilities Agreement to the use of ZARONIA, implement market conventions applicable to ZARONIA and provide for appropriate fallback and market disruption provisions for ZARONIA, in each case, on the terms and conditions of this Agreement. |
(c) | Pursuant to clause 38.4 (Changes to reference rates) of the Facilities Agreement, the amendments contemplated in this Agreement may be made with the consent of the Facility Agent (acting on the instructions of the Majority ZAR Lenders) and the Obligors, and such consent has been obtained. |
3. | Amendment to the Facilities Agreement |
(a) | Pursuant to the terms of the Facilities Agreement, each Party consents to the amendments to the Facilities Agreement contemplated by this Agreement. |
(b) | With effect from the Amendment Date: |
(i) | the amendments to the Facilities Agreement set out in Schedule 1 (Amendments to the Facilities Agreement) shall be deemed made, in each case, on the terms and conditions (if any) stated; and |
(ii) | all references in the Facilities Agreement to “this Agreement” shall include the Facilities Agreement as amended by this Agreement. |
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(c) | The Facilities Agreement remains in full force and effect and is not novated, but is being amended pursuant to this Agreement. All other provisions of the Facilities Agreement shall remain unchanged. |
(d) | With effect from the Amendment Date, the Facilities Agreement and this Agreement shall be read and construed as one document and references in the Facilities Agreement and in each of the Finance Documents to the Facilities Agreement shall be read and construed as references to the Facilities Agreement as amended by this Agreement; and save as amended by this Agreement, the Facilities Agreement and each Finance Document to which it is a party shall continue in full force and effect. |
(e) | The Company and the Facility Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of “Finance Document” in the Facilities Agreement. |
4. | Confirmations |
(a) | Each of the Obligors confirms that the guarantee and indemnity contained in clause 16 (Guarantee and Indemnity) of the Facilities Agreement shall, after giving effect to the amendments effected by this Agreement, on and after the Amendment Date: |
(i) | continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Amended Facilities Agreement and the other Finance Documents (as amended from time to time); and |
(ii) | subject to the Legal Reservations, continue to constitute legal, valid and binding obligations of the Guarantors enforceable in accordance with their terms. |
(b) | Each Obligor confirms that after giving effect to the amendments effected by this Agreement, each of the security interests created under any Security Document: |
(i) | continues in full force and effect as security for the payment or discharge of all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the relevant Obligor to the Secured Parties under the Finance Documents (including, without limitation, the Amended Facilities Agreement); and |
(ii) | subject to the Legal Reservations, continues to constitute legal, valid and binding obligations of the relevant Obligors enforceable in accordance with its terms. |
(c) | Each Obligor shall, at the request of the Facility Agent and at its own expense, do all such acts and things reasonably necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. |
5. | Representations and Warranties |
(a) | The Company represents and warrants to the Facility Agent and to the Finance Parties that it has been, and remains, appointed and authorised to act as the Obligors’ Agent in accordance with clause 2.5 (Obligors’ Agent) of the Facilities Agreement. |
(b) | Each Obligor jointly and severally, in each case, on the date of execution of this Agreement and the Amendment Date makes the Repeating Representations as if references to “this Agreement” in those Repeating Representations were references to this Agreement. |
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6. | Costs and Expenses |
The provisions of Clause 17 (Costs and Expenses) of the Facilities Agreement shall apply to this Agreement as if it were expressly set out in this Agreement with the necessary changes being made and with each reference in the Facilities Agreement to “this Agreement” being construed as references to this Agreement.
7. | Incorporation of Terms |
The terms of clauses 34 (Notices), 36 (Partial Invalidity) and 37 (Remedies and Waivers) of the Facilities Agreement shall be deemed to be incorporated into this Agreement save that references in the Facilities Agreement to “this Agreement” shall be construed as references to this Agreement.
8. | Counterparts |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
9. | Governing Law |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
10. | Enforcement |
The provisions of clause 43 (Enforcement) of the Facilities Agreement shall be deemed to be incorporated into this Agreement in full, mutatis mutandis, save that references in that clause to “this Agreement” shall be construed as references to this Agreement.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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Schedule 1
Amendments to the Facilities Agreement (Facility B Loans)
Pursuant to clause 38 (Amendments and Waivers) and with effect from and including the Amendment Date, the Facilities Agreement shall be amended by:
1. | Inserting or replacing (as the case may be) the following definitions in Clause 1.1 (Definitions) in alphabetical order: |
“Amendment Agreement” means the amendment agreement dated 13 October 2026, made between the Company as Borrower and Obligors’ Agent and the Facility Agent for itself and as agent of the other Finance Parties, amending the terms of the Facilities Agreement.
“Amendment Date” has the meaning given that term in the Amendment Agreement.
“Break Costs” means:
(a) | in respect of any Term Rate ZAR Loan or Facility A Loan, the amount (if any) by which: |
(i) | the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period, |
exceeds:
(ii) | the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; or |
(b) | in respect of any Compounded Rate Loan, any amount specified as such in the Compounded Rate Terms. |
“Central Bank Rate” has the meaning given to that term in the Compounded Rate Terms.
“Central Bank Rate Adjustment” has the meaning given to that term in the Compounded Rate Terms.
“Compounded Rate Interest Payment” means the aggregate amount of interest that:
(a) | is, or is scheduled to become, payable under any Finance Document; and |
(b) | relates to a Compounded Rate Loan. |
“Compounded Rate Loan” means any Facility B Loan or, if applicable, Unpaid Sum relating to Facility B which is, or becomes, a Compounded Rate Loan pursuant to Clause 8A (Rate Switch).
“Compounded Rate Supplement” means a document which:
(a) | is agreed in writing by the Company, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of the Majority ZAR Lenders); |
(b) | specifies the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and |
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(c) | has been made available to the Company and each Finance Party. |
“Compounded Rate Terms” means the terms set out in Schedule 18 (Compounded Rate Terms) or in any Compounded Rate Supplement.
“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:
(a) | the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and |
(b) | the applicable Credit Adjustment Spread. |
“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:
(a) | is agreed in writing by the Company, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of the Majority ZAR Lenders); |
(b) | specifies a calculation methodology for that rate; and |
(c) | has been made available to the Company and each Finance Party. |
“Credit Adjustment Spread” means any rate which is either:
(a) | specified as such in the Compounded Rate Terms; or |
(b) | determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology specified in the Compounded Rate Terms. |
“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 20 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.
“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.
“Daily Rate” means the rate specified as such in the Compounded Rate Terms.
“Finance Document” means:
(a) | the Facilities Agreement; |
(b) | the Amendment Agreement; |
(c) | each Security Document; |
(d) | the Nigeria Guarantee; |
(e) | each Fee Letter; |
(f) | the Subordination Agreement; |
(g) | any Compounding Methodology Supplement; |
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(h) | any Compounded Rate Supplement; |
(i) | each Compliance Certificate; |
(j) | each Utilisation Request; |
(k) | each Increase Confirmation; |
(l) | each Accession Letter; |
(m) | each Resignation Letter; |
(n) | each Selection Notice; |
(o) | any other subordination agreement entered into in respect of any Permitted Financial Indebtedness; or |
(p) | any other document designated as such by the Facility Agent and the Company. |
“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph (a) of Clause 10.5 (Cost of Funds).
“Historic RFR” means, in relation to an RFR Banking Day, the most recent RFR for a day which is no more than 3 RFR Banking Days before that RFR Banking Day.
“Johannesburg Market” means:
(a) | subject to paragraph (b) below, the South African interbank market; and |
(b) | on and from the Rate Switch Date, the market specified as such in the Compounded Rate Terms. |
“Lookback Period” means the number of days specified as such in the Compounded Rate Terms.
“Market Disruption Rate” means the rate (if any) specified as such in the Compounded Rate Terms.
“Rate Switch Date” means the first day of the first Interest Period that commences after the Amendment Date, being 15 October 2026, or such other date as the Company and the Facility Agent (acting on the instructions of the Majority ZAR Lenders) may agree in writing.
“Reference Rate” means:
(a) | in relation to any Facility A Loan: |
(i) | the applicable Term SOFR as of the Specified Time for dollars and for a period equal in length to the Interest Period of that Loan; or |
(ii) | as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR); |
(b) | in relation to any Facility B Loan which is a Term Rate ZAR Loan: |
(i) | the applicable JIBAR as of the Specified Time for the offering of deposits in ZAR for a period equal in length to the Interest Period of the relevant Loan; or |
(ii) | as otherwise determined pursuant to Clause 10.2 (Changes to the Calculation of Interest – Facility B Loans); and |
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(c) | in relation to any Compounded Rate Loan, the Compounded Reference Rate for the relevant day during the Interest Period of that Loan, |
and if, in the case of paragraphs (a) or (b), that rate is less than zero, the relevant Reference Rate shall be deemed to be zero.
“Reporting Day” means the day (if any) specified as such in the Compounded Rate Terms.
“Reporting Time” means the relevant time (if any) specified as such in the Compounded Rate Terms.
“RFR” means the rate specified as such in the Compounded Rate Terms.
“RFR Banking Day” means any day specified as such in the Compounded Rate Terms.
“Term Rate ZAR Loan” means any Facility B Loan or, if applicable, Unpaid Sum relating to Facility B which is not a Compounded Rate Loan.
2. | Amending the Facilities Agreement so that any references to “Facility B Loan” or “Loan” (in the context of a Facility B Loan) in: |
(a) | the definitions for “Interpolated Reference Rate” and “JIBAR”; and |
(b) | Clause 8.3 (Default Interest) of the Facilities Agreement, to the extent it applies to a Facility B Loan; and |
(c) | any provisions in the Facilities Agreement which, immediately prior to the Amendment Date, regulate changes to the calculation of interest, Market Disruption and Break Costs applicable to a Facility B Loan (as applicable), |
shall, in each case, be construed as a reference to a “Term Rate ZAR Loan” as defined in this Schedule.
3. | Inserting new paragraphs (m), (n), (o), (p) and (q) in Clauses 1.2 (Construction) as follows: |
(m) | A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate. |
(n) | Any Compounded Rate Supplement overrides anything in: |
(i) | Schedule 18 (Compounded Rate Terms); or |
(ii) | any earlier Compounded Rate Supplement. |
(o) | A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in: |
(i) | Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 20 (Cumulative Compounded RFR Rate), as the case may be; or |
(ii) | any earlier Compounding Methodology Supplement. |
(p) | The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement. |
(q) | A reference in this Agreement to a Published Rate in Clause 38.4 (Changes to reference rates) shall include a RFR. |
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4. | Deleting Clause 7.7 in its entirety and replacing it with the following: |
7.7 | Voluntary Prepayment |
(a) | The Company may, if it gives the Facility Agent not less than: |
(i) | in the case of a Facility A Loan, five Business Days’ (or in any case any such shorter period as the Facility Agent (acting on the instructions of the Majority Lenders) and the Facility Agent (acting on its own behalf) may agree) prior notice; |
(ii) | in the case of a Facility B Loan that is a Term Rate ZAR Loan, five Business Days’ (or such shorter period as the Facility Agent may agree) prior notice; or |
(iii) | in the case of a Facility B Loan that is a Compounded Rate Loan, five RFR Banking Days’ (or such shorter period as the Majority ZAR Lenders and the Facility Agent may agree) prior notice, |
prepay the whole or any part of a Loan, provided that a prepayment of part of a Loan under this Clause 7.7 must be in a minimum amount of (i) USD 10,000,000 in respect of a Facility A Loan and (ii) ZAR 200,000,000 in respect of a Facility B Loan, and provided further that Facility A and Facility B must be prepaid on a pro rata basis.
5. | Inserting new Clause 8A (Rate Switch) as follows: |
8A | Rate Switch |
8A.1 | Switch to Compounded Reference Rate |
Subject to Clause 8A.2 (Delayed Switch for existing Term Rate ZAR Loans), on and from the Rate Switch Date:
(a) | use of the Compounded Reference Rate will replace the use of JIBAR for the calculation of interest for Facility B Loans; and |
(b) | any Facility B Loan or Unpaid Sum relating to Facility B shall be a Compounded Rate Loan and Clause 8.1(b) (Calculation of Interest – Compounded Rate Loans) shall apply to each such Facility B Loan or Unpaid Sum. |
8A.2 | Delayed switch for existing Term Rate ZAR Loans |
If the Rate Switch Date falls before the last day of an Interest Period for a Term Rate ZAR Loan:
(a) | that Facility B Loan shall continue to be a Term Rate ZAR Loan for that Interest Period and Clause 8.1(a) (Calculation of interest) shall continue to apply to that Loan for that Interest Period; and |
(b) | any provision of this Agreement which is expressed to apply on and from the Rate Switch Date shall not apply in relation to that Loan for that Interest Period; and |
(c) | on and from the first day of the next Interest Period (if any) for that Loan: |
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(i) | that Loan shall be a Compounded Rate Loan; and |
(ii) | Clause 8.1(b) (Calculation of interest – Compounded Rate Loans) shall apply to that Loan. |
6. | Deleting Clause 8.1 (Calculation of interest) in its entirety and replacing it with the new Clause 8.1, as follows: |
8.1 | Calculation of interest |
(a) | The rate of interest on each Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable: |
(i) | Margin; and |
(ii) | Reference Rate for the currency of that Loan. |
(b) | If any day during an Interest Period for a Compounded Rate Loan is not an RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day. |
7. | Deleting Clause 8.4 (Notification of Rates of Interest) in its entirety and replacing it with new Clause 8.4 as follows: |
8.4 | Notifications of Rates of Interest |
(a) | The Facility Agent shall promptly notify the relevant Lenders and the Company of the determination of a rate of interest under this Agreement. |
(b) | The Facility Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify: |
(i) | the Company of that Compounded Rate Interest Payment; |
(ii) | each relevant Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and |
(iii) | the relevant Lenders and the Company of: |
(A) | each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and |
(B) | to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan. |
This paragraph 8.4(b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 10.5 (Cost of Funds).
(c) | The Facility Agent shall promptly notify the Company of each Funding Rate relating to a Loan. |
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(d) | The Facility Agent shall promptly notify the relevant Lenders and the Company of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 10.5 (Cost of Funds) applies. |
(e) | This Clause 8.4 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day. |
(f) | The Facility Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date, notify the Company and each Lender of that occurrence. |
8. | Inserting a new paragraph (h) in Clause 9.1 (Selection of Interest Periods) as follows: |
(h) | No Interest Period for a Compounded Rate Loan shall be longer than six Months. |
9. | Deleting Clause 9.2 (Non-Business Days) in its entirety and replacing it with new Clause 9.2 as follows: |
9.2 | Non-Business Days |
(a) | Other than where paragraph (b) below applies, if an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). |
(b) | If the Loan or Unpaid Sum is a Compounded Rate Loan and there are rules specified as Business Day Conventions in the Compounded Rate Terms, those rules shall apply to each Interest Period for that Loan or Unpaid Sum. |
10. | Deleting Clause 10.2 (Unavailability of JIBAR) in its entirety and replacing it with new Clause 10.2, as follows: |
10.2 | Unavailability of Reference Rates – Facility B Loans |
(a) | Unavailability of JIBAR Prior to Rate Switch Date |
(i) | Interpolated Reference Rate: If no JIBAR is available for the Interest Period of a Facility B Loan, the applicable Reference Rate for ZAR shall be the Interpolated Reference Rate for ZAR for a period equal in length to the Interest Period of that Facility B Loan. |
(ii) | Reference Bank Rate: If paragraph (i) above applies but it is not possible to calculate the Interpolated Reference Rate, the applicable Reference Rate shall be the Reference Bank Rate as of the Specified Time for ZAR and for a period equal in length to the Interest Period of that Facility B Loan. |
(iii) | Cost of Funds: If paragraph (ii) above applies but no Reference Bank Rate is available then there shall be no JIBAR for that Facility B Loan and Clause 10.5 (Cost of Funds) shall apply to that Facility B Loan for that Interest Period. |
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(b) | Interest calculation if no RFR or Central Bank Rate |
If:
(i) | there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and |
(ii) | “Cost of funds will apply as a fallback” is specified in the Compounded Rate Terms, Clause 10.5 (Cost of Funds) shall apply to that Facility B Loan for that Interest Period. |
11. | Deleting Clause 10.3 (Market Disruption) in its entirety and replacing it with a new Clause 10.3, as follows: |
10.3 | Market Disruption |
(a) | In the case of a Facility A Loan, if before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders under a Facility A Loan (whose participations in that Loan exceed 35% of that Loan) that its cost of funds relating to its participation in that Facility A Loan would be in excess of Term SOFR, then Clause 10.5 (Cost of Funds) will apply to that Loan for the relevant Interest Period. |
(b) | In the case of a Term Rate ZAR Loan, if before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders under a Term Rate ZAR Loan (whose participations in that Loan exceed 35% of that Loan) that its cost of funds relating to its participation in that Loan would be in excess of JIBAR, then Clause 10.5 (Cost of Funds) will apply to that Loan for the relevant Interest Period. |
(c) | In the case of a Compounded Rate Loan: |
(i) | if a Market Disruption Rate is specified in the Compounded Rate Terms; and |
(ii) | before the Reporting Time, the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan would be in excess of that Market Disruption Rate, |
then Clause 10.5 (Cost of Funds) shall apply to that Loan for the relevant Interest Period.
10.5 | Cost of Funds |
(a) | If this Clause 10.5 applies to a Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply to that Loan for that Interest Period and the rate of interest on that Loan for that Interest Period shall be: |
(i) | in respect of a Facility A Loan, the percentage rate per annum which is the sum of: |
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(A) | the applicable Margin; and |
(B) | the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable but in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Facility A Loan. |
(ii) | in respect of Term Rate ZAR Loans, the percentage rate per annum which is the sum of: |
(A) | the applicable Margin; and |
(B) | the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable but in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Term Rate ZAR Loan; |
(iii) | in respect of a Compounded Rate Loan, the percentage rate per annum which is the sum of: |
(A) | the applicable Margin; and |
(B) | the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable and in any event, by the Reporting Time, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of the Compounded Rate Loan or Unpaid Sum from whatever source it may reasonably select. |
(b) | If this Clause 10.5 applies and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest. |
(c) | Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Majority USD Lenders (in relation to any alternative basis for a Facility A Loan) or the Majority ZAR Lenders (in relation to any alternative basis for Facility B Loan) and the Company, be binding on all Parties. |
(d) | If this Clause 10.5 applies pursuant to Clause 10.3 (Market Disruption) or otherwise, and: |
(i) | in relation to a Facility A Loan: |
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(A) | a Lender’s Funding Rate is less than Term SOFR; or |
(B) | a Lender does not supply a quotation by the time specified in paragraph (a)(i) above, |
the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be Term SOFR.
(ii) | in relation to a Term Rate ZAR Loan: |
(A) | a Lender’s Funding Rate is less than JIBAR; or |
(B) | a Lender does not supply a quotation by the time specified in paragraph 10.5(a)(ii) above, |
the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph 10.5(a) above, to be JIBAR; and
(iii) | in relation to a Compounded Rate Loan: |
(A) | a Lender’s Funding Rate is less than the Market Disruption Rate; or |
(B) | a Lender does not supply a quotation by the time specified in paragraph 10.5(a)(iii) above, |
the cost to that Lender of funding that Loan for that Interest Period shall be deemed, for purposes of paragraph 10.5(a) above, to be the Market Disruption Rate.
(e) | If this Clause 10.5 applies to a Loan but any Lender does not notify the Facility Agent of a rate by the time specified in paragraph (a) above, the rate of interest on the relevant Loan for the Interest Period will be calculated on the basis of the rates notified by the other Lenders. |
12. | Deleting Clause 10.7 (Break Costs) in its entirety and replacing it with a new Clause 10.7, as follows: |
10.7 | Break Costs |
(a) | Subject to paragraph 10.7(b) below, the Company shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs (if any) attributable to all or any part of a Loan or Unpaid Sum being paid by the Company on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. |
(b) | Paragraph 10.7(a) above shall apply in respect of a Compounded Rate Loan if an amount is specified as Break Costs in the Compounded Rate Terms. |
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(c) | Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable. |
13. | Deleting Clause 35.3 (Day Count Convention and Interest Calculation) in its entirety and replacing it with the new Clause 35.3, as follows: |
35.3 | Day Count Convention and Interest Calculation |
(a) | Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated: |
(i) | on the basis of the actual number of days elapsed and a year of 360 days (in respect of any Facility A Loan or any amount denominated in USD) or 365 days (in respect of any Facility B Loan, any Compounded Rate Loan or any amount denominated in ZAR) (irrespective of whether the year in question is a leap year); and |
(ii) | subject to paragraph 35.3(b) below, without rounding. |
(b) | The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by the Company under a Finance Document shall be rounded to two decimal places. |
14. | Inserting a new Schedule 18 (Compounded Rate Terms) in the form of Appendix 1 (Schedule 18 – Compounded Rate Terms). |
15. | Inserting a new Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) in the form of Appendix 2 (Schedule 19 – Daily Non-Cumulative Compounded RFR Rate). |
16. | Inserting a new Schedule 20 (Cumulative Compounded RFR Rate) in the form of Appendix 3 (Schedule 20 – Cumulative Compounded RFR Rate). |
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Appendix 1
Schedule 18 – Compounded Rate Terms
Currency: | | ZAR (Facility B) |
| | |
Cost of funds as a fallback | | |
| | |
Cost of funds will apply as a fallback. | | |
| | |
Definitions | | |
| | |
Break Costs: | | None specified |
| | |
Business Day Conventions (definition of Month and Clause 9.2 (Non-Business Days)): | | (a) If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period: (i) subject to paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; (ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and (iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end. (b) If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not). |
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Central Bank Rate: | | The repurchase rate of the South African Reserve Bank as published by the South African Reserve Bank from time to time. |
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Central Bank Rate Adjustment: | | The Central Bank Rate Adjustment in relation to the Central Bank Rate for any RFR Banking Day is the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days (each a "Reference Day") for which the RFR and the Central Bank Rate are available, where: “Central Bank Rate Spread” means, in relation to a Reference Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between: (a) the RFR for that Reference Day; and (b) the Central Bank Rate for that Reference Day. |
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Credit Adjustment Spread: | | In relation to an Interest Period for a Compounded Rate Loan, the rate, expressed as a percentage rate per annum, specified in column B for the relevant length of Interest Period specified in column A as follows: | |
| | Column A — Length of Interest Period | Column B — Applicable Credit Adjustment Spread |
| | 1 Month | 0.1142% |
| | 3 Month | 0.1619% |
| | 6 Month | 0.4323% |
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Daily Rate: | | The Daily Rate for any RFR Banking Day is: (a) the RFR for that RFR Banking Day; (b) if the RFR for that RFR Banking Day is not available, the Historic RFR for that RFR Banking Day which is no more than 3 (three) RFR Banking Days before that RFR Banking Day; (c) if paragraph (b) above applies but the Historic RFR for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment; or (d) if paragraph (c) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than 5 (five) RFR Banking Days before that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to three decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero. | |
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Lookback Period: | | Five RFR Banking Days. | |
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Market Disruption Rate: | | The percentage rate per annum which is the aggregate of: (a) the Cumulative Compounded RFR Rate for the Interest Period of the relevant Loan; and (b) the applicable Credit Adjustment Spread. | |
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Johannesburg Market: | | The ZAR overnight wholesale funding market. | |
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Reporting Day: | | The day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately following Business Day. |
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RFR: | | The South African Rand overnight index average (ZARONIA) administered by the South African Reserve Bank (or any other person which takes over the administration of that rate) published by the South African Reserve Bank (or any other person which takes over the publication of that rate). |
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RFR Banking Day: | | A day (other than a Saturday, a Sunday or official public holiday) on which banks are open for general business in Johannesburg. |
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Reporting Times | | |
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Deadline for Lenders to report market disruption in accordance with Clause 10.3 (Market Disruption) | | Close of business in Johannesburg on the Reporting Day. |
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Deadline for Lenders to report their cost of funds in accordance with Clause 10.5 (Cost of Funds) | | Close of business on the date falling two Business Days after the Reporting Day (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of the Interest Period for the relevant Loan). |
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Appendix 2
Schedule 19 – Daily Non-Cumulative Compounded RFR Rate
The Daily Non-Cumulative Compounded RFR Rate for any RFR Banking Day “i” during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:
where:
UCCDRi means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day i;
UCCDRi-1 means, in relation to that RFR Banking Day i, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;
ni means the number of calendar days from, and including, that RFR Banking Day i up to, but excluding, the following RFR Banking Day; and
the Unannualised Cumulative Compounded Daily Rate for any RFR Banking Day (the Cumulated RFR Banking Day) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose).
where:
ACCDR means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;
tni means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;
Cumulation Period means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day; and
the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:
where:
d0 means the number of RFR Banking Days in the Cumulation Period;
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Cumulation Period has the meaning given to that term above;
i means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;
DailyRatei-LP means, for any RFR Banking Day i in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day i;
ni means, for any RFR Banking Day i in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day i up to, but excluding, the following RFR Banking Day; and
tni has the meaning given to that term above.
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Appendix 3
Schedule 20 – Cumulative Compounded RFR Rate
The Cumulative Compounded RFR Rate for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to four decimal places) calculated as set out below:
where:
d0 means the number of RFR Banking Days during the Interest Period;
i means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;
Daily Ratei-LP means for any RFR Banking Day i during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day i;
ni means, for any RFR Banking Day i, the number of calendar days from, and including, that RFR Banking Day i up to, but excluding, the following RFR Banking Day; and
d means the number of calendar days during that Interest Period.
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Signatories
The Company and Obligors’ Agent
Signed at Location this 13th day of October 2026 For and on behalf of IHS Holding Limited |
| /s/ Steve Howden |
| | By: Steve Howden Capacity: EVP, Group CFO Who warrants his/her authority hereto |
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The Facility Agent
Signed at Sandton this 13th day of October 2026 For and on behalf of FirstRand Bank Limited (acting through its Rand Merchant Bank division) |
| /s/ Siphesihle Khoza |
| | By: Siphesihle Khoza Capacity: Authorised Signatory Who warrants his/her authority hereto |
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|
| /s/ Miranda Abraham |
| | By: Miranda Abraham Capacity: Authorised Signatory Who warrants his/her authority hereto |
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