5 March 2018

Nigeria: 9Mobile - Smile Telecoms Tackles Barclays Africa, Seeks Bid Review

Lagos — Smile Telecoms, one of the telcos shortlisted in the bid process for 9Mobile sale, has described as "untidy" the manner in which Barclays Africa, financial advisors to the deal, has so far managed the transaction, and has called for a process review to ensure transparency.

Smile's position was contained in a letter addressed to Barclays Africa, dated February 21, 2018 and signed by Templars; the company's solicitors.

In the letter, Smile expressed displeasure with the selection process for the Preferred Bidder and Reserve Bidder, and wondered why the selection of the Preferred Bidder was announced before the stated deadline of February 26, 2018, as earlier stated in a process letter to interested parties.

To ensure transparency in the bid process, Smile requested Barclays Africa to urgently provide a "practicable with verifiable (and preferably third-party authenticated) proof" that the party that has been selected as preferred bidder has indeed satisfied all the conditions precedent to that selection.

However, a letter dated February 26, 2018, Barclays Africa replied Smile Telecoms, and promised to "be in touch with Smile to discuss any updates on the transaction, to the extent considered necessary."

Barclays lauded Smile's continued interest in the transaction but noted that its clients exercised their rights at their sole discretion to pursue an alternative path to completion of the Transaction. Barclays restated its willingness to explore Transaction completion with Smile should the pending process not reach a satisfactory conclusion.

Vanguard gathered from a reliable source close to Smile that Barclays Africa's letter evaded the critical issues of due process and eligibility of the announced Preferred Bidder. The source wondered if the Preferred Bidder was able to meet the laid down requirements for the transactions that required it to reach agreement on any required financial accommodations with the Syndicate Lenders and the Trade Creditors.

The requirement also entails the Preferred Bidder to have firm, unconditional and committed funding for any cash payments and to provide a binding offer that is unconditional, excluding the Formal Licence Approvals.

It would be recalled that the nation's telecoms regulator, Nigerian Communications Commission (NCC) has reassured that only investors with the required technical expertise and financial muscle will buy 9Mobile. A statement signed by the Director, Public Affairs, NCC, Mr. Tony Ojobo, stated that the Commission will ensure that all relevant statutory and regulatory processes are duly complied with in the process leading up to the emergence of new owners for the company.

However, a top industry operator who spoke on the condition of strict anonymity are of the opinion that Barclays Africa might have erred in announcing a preferred bidder. The operator noted that in a meeting held with bidders on the 26th of January, Barclays gave the two finalists, Teleology and Smile Telecoms the opportunity to raise their bid for 9Mobile within 30 days, which brought the deadline date to Monday 26 February, 2018.

He also wondered why Barclays could not wait till the 26th of February 2018 before announcing a preferred winner, adding that Barclays had earlier affirmed that any preferred bidder, on selection, will need to sign a Sales Purchase Agreement immediately and will have to instantly pay a non-refundable deposit of USD 50 million.

He also decried a situation where Barclays has now given its announced preferred bidder 21 working days to pay the non-refundable fee of USD 50 million. The group further underscored its allegation of a less than transparent handling of the entire bid process by Barclays Africa by recalling that some of the earlier entrants, among them two major GSM network operators, had opted out of the process, alleging lack of transparency.

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