Airtel Africa Regulatory News (AAF)

8 July 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, INDIA, NIGERIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Airtel Africa plc (the "Company")

Mid-Stabilisation Period Announcement

Further to the pre-stabilisation period announcement dated 28 June 2019, Citigroup Global Markets Limited (contact: Suneel Hargunani, telephone: +44 20 7986 8764) hereby gives notice that the Stabilisation Manager named below undertook stabilisation (within the meaning of Article 3.2.(d) of the Market Abuse Regulation (EU/596/2014)) in relation to the offer of the following securities, as set out below.

Issuer:

Airtel Africa plc

Securities:

Ordinary Shares with a nominal value of US $0.50 each(ISIN GB00BKDRYJ47)

Offering Size:

676,406,927 Ordinary Shares excluding the over-allotment option

Offer Price:

80 pence per Ordinary Share

Market:

London Stock Exchange

Ticker:

AAF

Stabilisation Manager:

Citigroup Global Markets Limited

Execution Date

Lowest Price

Highest Price

Price Currency

Stabilisation Trading Venue

28 June 2019

67.00

77.00

GBX

London Stock Exchange

1 June 2019

71.00

72.50

GBX

London Stock Exchange

2 June 2019

72.00

72.00

GBX

London Stock Exchange

3 June 2019

72.10

72.50

GBX

London Stock Exchange

4 June 2019

72.40

72.40

GBX

London Stock Exchange

5 June 2019

72.40

73.25

GBX

London Stock Exchange

8 June 2019

72.50

73.30

GBX

London Stock Exchange

Disclaimer

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction in which such an offer or solicitation is unlawful.

This announcement is addressed to and directed at persons in Member States of the European Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended) and related implementation measures ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at Qualified Investors who are, (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). If you are not a Relevant Person, you should not act upon, or rely on, this announcement.

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

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, Japan, India, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares referred to herein may not be offered or sold in the United States unless registered under the United States Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Shares referred to herein may not be offered or sold in Nigeria unless registered with the Securities and Exchange Commission of Nigeria pursuant to the Nigerian Investments and Securities Act of 2007 (the "ISA"). The offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, or elsewhere.