Airtel Mobile Commerce N.V.

Revenue comes mainly from moving money rather than lending; how fee levels hold up in each market is not something the prospectus can show in advance.

Airtel Money runs mobile money services in 13 African countries, with approximately 53.0 million monthly active users at the end of June 2026.^[1] Its services are wallet deposits and withdrawals, payments and transfers, and financial services such as bank transfers, lending, saving and insurance.^[2] In the year to March 2026, wallet services earned US$647 million and payments and transfers US$569 million of total revenue of US$1,346 million; financial services earned US$57 million.^[3][4][5][6] Transaction value reached US$192 billion in that year.^[7]

First, because every other question depends on what the business is. Question 1 of the common 60.

The cash-flow statement's larger total includes money held for customers, which the group cannot use; the prospectus does not show how the trust balances are split by bank or country, so their safety cannot be assessed here.

At the end of March 2026 the group held cash and cash equivalents of US$413 million, with a further US$1,420 million held under mobile money trust on behalf of customers.^[1][2] The cash-flow statement's figure of US$1,832 million adds the trust balances to that cash.^[3] Customers' mobile money wallet balances are a separate liability of US$1,329 million.^[4] The prospectus says customer funds are segregated in dedicated trust accounts with regulated financial institutions, and names loss of, or delayed access to, those funds as a risk.^[5][6]

Second, because reported cash is easily misread for a mobile money business. Question 10 of the common 60.

Trading earnings do turn into cash, but the reported figure includes customers' money; if wallet balances stopped growing or fell, operating cash flow would fall with them.

Net cash from operating activities was US$799 million in the year to March 2026.^[1] That includes an increase of US$259 million in mobile money wallet balances, which is customers' money.^[2] Without that inflow, operating cash flow would have been US$540 million.^[1][2] Operating cash flow before working capital changes was US$677 million, and income taxes paid were US$219 million.^[3][4]

High, because the cash flow statement mixes the company's cash with customers' balances. Question 9 of the common 60.

One shareholder can decide ordinary resolutions alone; the relationship agreement and its voting limits are the main safeguards, and how they work will show only after listing.

Bharti Airtel International (Netherlands) B.V. (BAIN), part of Airtel Africa, holds 77.85% of the shares before and after admission.^[1] BAIN is not expected to sell any offer shares, other than through the over-allotment option.^[2] A relationship agreement signed on 1 October 2026 is meant to let the company carry on its business independently of the parent group.^[3] The parent group's nominees on the board are Harjeet Kohli, Shravin Mittal, Sunil Taldar and Jantina van de Vreede.^[4] Those directors may not vote on arrangements with the parent group unless the independent directors agree otherwise.^[5]

High, because control shapes every later decision, including dealings with the group. Question 7 of the common 60.

Revenue, costs and lending all depend on terms agreed with the parent group; the prospectus says these are at arm's length but does not show how prices are set.

Sales of services to Airtel Africa group companies were US$265 million in the year to March 2026, against US$222 million a year earlier.^[1] Group revenue that year was US$1,346 million.^[2] Revenue includes retention revenue paid by Airtel Africa for keeping wallet holders on its telecom network.^[3] Purchases of services from group companies were US$54 million.^[4] Loans to related parties totalled US$202 million at the end of June 2026.^[5]

High, because the parent is also the controlling shareholder. Question 13 of the common 60.

The company attributes the growth to “growth in the number of monthly active users” and “higher transaction value per customer”; hyperinflation accounting in Malawi and intragroup changes affect comparisons between periods.

Revenue rose from US$836 million to US$990 million and then US$1,346 million over the three years to March 2026.^[1] Operating profit rose from US$414 million to US$493 million and US$651 million, and profit for the year from US$257 million to US$304 million and US$373 million.^[2][3] The prospectus attributes the latest year's 36% revenue growth to a 19.8% rise in active customers and ARPU growth of 15.8%.^[4] Transaction value reached US$192 billion, growing at 31% a year in US dollars from the year to 31 March 2024.^[5]

High, because growth and profit are the core of the record behind the offer. Question 8 of the common 60.

Repayment depends on the parent group; the prospectus gives the terms but no assessment of the borrowers' ability to repay, so that risk cannot be judged here.

In November 2024 the company agreed to lend BAIN up to US$100 million on an unsecured revolving facility.^[1] In May 2026 the facility was increased from US$120 million to US$300 million; BAIN has borrowed US$131 million at 3M SOFR + 160bps.^[2] Operating companies have also lent to Airtel telecom companies: Airtel Gabon had borrowed US$31 million and Airtel Uganda US$29 million at the end of June 2026.^[3][4] Loans to related parties totalled US$202 million at that date.^[5] The prospectus says the company can end these loans on written notice, when all amounts become payable.^[6]

High, because cash lent to the controlling shareholder is not available to the company or its other shareholders. Question 13 of the common 60.

If the objection fails, the cost is not in the accounts; the prospectus does not name the country or say when a decision is expected, so the outcome cannot be assessed.

One subsidiary has received a tax assessment of approximately US$50 million, excluding interest, on withholding tax on past dividends paid to overseas holding companies.^[1] Management believes the assessment lacks legal merit, based on external legal advice, and the subsidiary has objected.^[2] Management has also assessed that a possible obligation may exist.^[3] It is disclosed as a contingent liability, with no provision recognised.^[4]

High, because the amount is material against yearly profit and is not provided for. Question 18 of the common 60.

Each business depends on its licence, and the prospectus does not name the two markets under renewal or say how much revenue they provide.

The group operates as a licensed financial services provider in all 13 of its markets.^[1] Licences in two of its jurisdictions were going through renewal at the date of the prospectus.^[2] Authorities may review transaction fees and impose caps and levies on digital services.^[3] A new controller may need regulatory approval before acquiring an interest in a regulated group company.^[4]

High, because losing a licence would stop the business in that market. Question 46 of the common 60.

Minority shareholders rely on board-administered rules that the prospectus itself says are weaker than the Code; how the board would apply them is untested.

The UK Takeover Code will not apply to the company.^[1] The articles contain similar protections administered by the board, which the prospectus says will not give the Code's full protections.^[2] They are designed to prevent anyone acquiring 30% or more of the votes except in ways the Code would allow.^[3] The Dutch mandatory bid and related provisions do not apply either, because the shares are not traded on an EEA regulated market.^[4] A shareholder with at least 95% of the shares can still use the general Dutch squeeze-out procedure.^[5]

High, because it decides what protection minority holders have in a change of control. Question 52 of the common 60.

Independent directors are a minority, so oversight of dealings with the parent relies on the relationship agreement; the prospectus gives no date for adding independent directors.

From admission the board has ten members: the chair, whom the board considers independent on appointment, four other independent non-executive directors, one executive director and four non-executive directors who are not independent.^[1] The company will not comply with the Code's recommendation that at least half the board, excluding the chair, be independent non-executive directors.^[2] The chair is serving as an executive advisor at Mastercard, a selling shareholder, until 31 October 2026.^[3] From 2016 to 2024 he was an independent board member of Airtel Payments Bank Ltd.^[4] The board concluded that he should be considered independent on appointment “notwithstanding” his Mastercard employment and his previous directorship with Airtel Payments Bank Ltd.^[5]

High, because the board approves dealings with the controlling shareholder. Question 37 of the common 60.

A change in group agreements or in the Comviva contract could disrupt the service; the prospectus does not quantify what replacing them would cost.

The prospectus names its commercial and intragroup arrangements with Airtel Africa as a key risk if they were disrupted or changed.^[1] The Airtel Money brand is sub-licensed to each operating company by a subsidiary of Airtel Africa.^[2] The mobile money platform is deployed and operated under an agreement with Comviva Technologies Limited.^[3] In Tanzania, the telecom company Airtel Tanzania PLC holds the payment system licence, while Airtel Money Tanzania holds the e-money licence.^[4]

Mid-high, because these dependencies sit behind the related-party figures. Question 12 of the common 60.

The offer gives selling investors a way out and adds no cash to the business; the final split between sellers is set at allocation.

The company receives none of the offer money, apart from reimbursement of certain expenses by the selling shareholders.^[1] The offer is 270,000,000 existing shares at £1.96 each, which comes to £529,200,000 before the sellers' costs; the prospectus expects about £508 million net to them.^[2][3][4] On current indications, The Rise Fund keeps 111,570,000 shares and Qatar Holding 149,856,000, from 217,950,000 each.^[5][6] Mastercard keeps 55,278,000 of 108,900,000 shares and Chimetech 11,346,000 of 53,250,000.^[7][8]

Mid-ranking: it decides who benefits from the offer, but does not change the business. Question 5 of the common 60.

Results depend on a few economies and currencies; the prospectus does not give revenue or profit country by country.

East Africa provided US$1,009 million and Francophone Africa US$337 million of revenue of US$1,346 million in the year to March 2026.^[1] Six jurisdictions, DRC, Gabon, Malawi, Tanzania, Uganda and Zambia, provide a significant portion of revenue and operating profit.^[2] They provided 94.7% of revenue in that year.^[3] Malawi, one of the largest markets, is treated as a hyperinflationary economy.^[4]

Mid-ranking, because local events in a few markets could move group results. Question 25 of the common 60.

The quarter confirms the annual trend in revenue and operating profit; it also shows finance costs becoming a larger drag, and the figures are reviewed, not audited.

Revenue in the three months to June 2026 was US$399 million, up 38.1% on US$289 million a year earlier.^[1] Operating profit for the quarter was US$184 million, against US$144 million.^[2] A revision of intragroup agreements reduced quarterly revenue by approximately US$17 million.^[3] Finance costs rose to US$28 million from US$3 million, reflecting the cost of repatriating dividends from Malawi.^[4] The prospectus reports no significant change in the financial position since the end of June 2026.^[5]

Mid-ranking: it updates the annual picture. Question 15 of the common 60.

The prospectus does not show how much of this cash sits in countries with exchange controls or what it would cost to move, so the cash truly available to shareholders cannot be assessed.

At the end of June 2026 cash and cash equivalents were US$423 million, with US$1,490 million held under mobile money trust on behalf of customers.^[1][2] The cash-flow statement's figure of US$1,913 million adds the trust balances.^[3] After 30 June 2026 the company paid a dividend of US$54 million that had been declared and recognised as a liability.^[4] Loans to related parties were US$202 million at that date.^[5] Moving cash out of some countries can be hard because of exchange controls and foreign currency shortages; finance costs rose to US$52 million in the year to March 2026, mainly from repatriating dividends from Malawi.^[6][7]

Mid-ranking, because it decides what can fund dividends and investment. Question 4 of the common 60.

Most of the cash the business generates leaves it as dividends or group loans, and the payout target is at least 80% of profit attributable to owners.

Dividends paid to the company's owners were US$227 million in the year to March 2026, of which US$177 million went to the parent entity.^[1][2] Dividends paid to non-controlling interests were US$30 million.^[3] New loans to related parties were US$88 million in the same year.^[4] The company aims to pay out at least 80% of profit attributable to its owners as dividends, twice a year.^[5]

Mid-ranking, because it shows where the cash goes. Question 35 of the common 60.

The figures carry a clean audit opinion; the latest quarter was reviewed rather than audited.

The annual figures are audited special purpose IFRS financial statements for the three years to March 2026.^[1] Deloitte's opinion is that they give a true and fair view.^[2] Deloitte did not identify any material uncertainty about the group continuing as a going concern.^[3] The interim statements to June 2026 were reviewed, not audited, with an unqualified report.^[4] Airtel Africa intends to appoint Ernst & Young LLP as auditor from the year ending March 2028.^[5]

Lower, because nothing in the reports qualifies the figures. Question 3 of the common 60.

The lock-ups for sellers and for directors run for different periods, and the orderly-sales intention is not a binding lock-up; the 16.5% is an estimate based on current indications, and the final figure is set after the offer.

The offer is 10% of the shares in issue, before the over-allotment option.^[1] Based on current indications, about 16.5% of the shares are expected to be in public hands, or 17.5% if the over-allotment option is used in full.^[2] The company and the selling shareholders agreed not to sell shares for 180 days from admission, and the directors for 365 days.^[3][4] Selling shareholders holding more than 2.0% intend to sell in an orderly way for 365 days after admission.^[5]

Lower: it sets the terms of the offer rather than describing the business. Question 56 of the common 60.

The equity value at the offer price is calculated; earnings multiples are not assessed, because the statements are in US dollars and the price in pounds, profit should be taken after non-controlling interests, and cash should leave out money held for customers. Comparison with other payments businesses is limited by differences in business mix and markets. This is not a view on whether the price is high or low.

The offer price is £1.96 a share, and there will be 2,700,000,000 shares in issue on admission.^[1][2] The prospectus prints an expected market capitalisation at the offer price of £5,292,000,000.^[3] It adds that the market capitalisation at any time will depend on the share price.^[4] The financial statements are in US dollars: profit attributable to owners was US$348 million in the year to March 2026, after US$25 million to non-controlling interests.^[5][6] The cash-flow statement's cash adds US$1,420 million held under mobile money trust on behalf of customers, which is not the company's cash.^[7]

Last of the first 20: it gives the basis for valuation measures without judging the price. Question 20 of the common 60.