Zain-Iraq

completed

This investment involves the strengthening and expansion of a nationwide GSM cellular telephone network in Iraq, owned by Atheer Telecom Iraq Limited (“Zain Iraq” or the “Company”). Formerly known as MTC-Atheer, Zain Iraq launched operations in Iraq in December 2003, having been awarded a temporary (24-month) license to provide mobile telecommunications services in southern Iraq. (Similar temporary licenses were awarded to Asiacell Communications Company Limited (“Asiacell”) for northern Iraq and Orascom Telecom Iraq Corporation (“Iraqna”) for central Iraq.) In August 2007, the Iraqi government auctioned three, new nationwide licenses to replace the existing short-term contracts. Five bidders took part in the auction. Ultimately, Zain Iraq, Asiacell and Korek Telecom, an operator based in northern Iraq, won fifteen-year licenses for a fee of US$1.25 billion each. Citing the high price, Iraqna withdrew from the auction and sold its network to Zain Iraq, in January 2008, for US$1.2 billion equivalent. The acquisition of Iraqna transformed Zain Iraq into the leading mobile operator in Iraq with over 50% market share. Despite the challenging political and security environment, Zain Iraq has continued to strengthen its operations, reaching 10.3 million subscribers as of December 2009. Zain Iraq is currently seeking funding to support its 2010-11 investment needs which include: (i) capital expenditures to improve capacity and network quality, and increase customer acquisition efforts especially in underserved areas; (ii) funding the remaining payments for the Company’s mobile telecommunications license; and (iii) funding payments related to Zain Iraq’s 2008 acquisition of Iraqna.