Principal Consultant - Regulatory.Mergers Acquisitions and Business Development

MTNs purpose is to enable the benefits of a modern connected life to everyone. The MTN Group Strategy is anchored in building the largest and most valuable platform business with a clear focus on Africa. This rests on a scale connectivity, digital infrastructure and fintech platforms.

Within the changing finance, regulatory and governance environment the role must ensure successful delivery in the context of:

• Operating across multiple jurisdictions with differing telecommunications, digital, competition, licensing, data, infrastructure and foreign investment regimes.
• Balancing strategic growth and value creation with regulatory compliance, licence continuity, stakeholder confidence, transaction confidentiality and MTN reputation.

• Multi geographic landscape and cultural context

• Implementing transactions which will support overall shareholder value creation and stakeholder management

• Achievement of top quartile operating efficiency and effectiveness through scale and common policies and processes

• Driving growth through business intelligence and standardization to maximize business impact

• New imperatives concerning data privacy and security and building strong digital trust partnerships

• Constant dynamics and local challenges in the economic, regulatory and legal environments

• Mitigating risks, and safeguarding security through business intelligence to maximize business impact

• Management of demanding investor, customer and supplier expectations

• Enhancing MTN reputational position as a leading secure, reliable and safe network and system provider at Group, Platform Business and Markets

Organisational Mission: MTN’s vision is to lead digital transformation in Africa, ensuring widespread access to reliable, high-quality broadband services that drive social and economic development.

Organization Values: At MTN we believe that understanding our people’s needs and aspirations is key to creating experiences that delight you at work, every day. We are committed to fostering an environment where every member of our Y’ello Family is heard, understood, and empowered to live an inspired life. Our values keep us grounded and moving in the right direction. Most importantly, they keep us honest. It is not something we claim to be. It is in our DNA.

As an organisation, we consider it our mission to create an exciting and rewarding place to work, where our people can be themselves, thrive in positivity and ignite their full potential. A workplace that boosts creativity and innovation, improves productivity, and ultimately drives meaningful results. A workplace that is built on relationships and achieving a purpose that is bigger than us. This is what we want you to experience with us!

Our commitments go beyond an organisational promise. It is in our leadership and managerial ethos to meaningfully partner with our employees, customers, and stakeholders with a vision to realise our shared goals.

Our values dubbed, LIVE Y’ello, are the cornerstone of our culture.

Lead with Care

Can-do with Integrity

Collaborate with Agility

Serve with Respect

Act with Inclusion

The Principal Consultant: Regulatory (M&A) will be accountable to achieve the following objectives:

Strategy and Transaction Origination

• Lead the regulatory approach for identified M&A and Business Development opportunities, aligned with Group strategy and transaction objectives.

• Provide early-stage regulatory feasibility assessments covering approval pathways, licence implications, ownership restrictions, competition considerations, foreign investment controls and material policy sensitivities.

• Define the regulatory workplan, decision gates, critical dependencies, resourcing requirements, external adviser scope and escalation routes for each transaction.

• Advise on transaction sequencing, structure and timetable to improve approval certainty and protect strategic optionality.

• Monitor regional and global regulatory developments that may create transaction opportunities, constraints or changes to investment appetite.

Regulatory Due Diligence and Risk Assessment

• Lead regulatory due diligence on targets, assets, partners and markets, including licences, permits, spectrum-related rights, regulatory obligations, compliance history, investigations, disputes and change-of-control requirements.

• Identify regulatory red flags, conditions precedent, remediation requirements, stranded-cost risks and matters that may affect valuation, warranties, indemnities or deal structure.

• Assess regulatory interdependencies with legal, tax, finance, technology, commercial, data privacy, cybersecurity, sanctions, ESG and people workstreams.

• Maintain a clear regulatory risk register and provide evidence-based recommendations on risk acceptance, mitigation, transfer or deal withdrawal.

• Ensure material findings are reflected in investment papers, valuation assumptions, transaction documents and integration or separation plans.

Transaction Structuring, Negotiation and Documentation

• Partner with M&A and Business Development, Legal, Finance and Tax teams to develop regulatory-efficient transaction structures.

• Advise on regulatory provisions in term sheets, sale and purchase agreements, shareholders agreements, joint venture agreements and strategic partnership arrangements.

• Define appropriate regulatory conditions precedent, long-stop dates, cooperation obligations, information rights, conduct covenants, risk allocation and remedies.

• Provide regulatory input into negotiation strategy and participate in negotiations where regulatory risk materially affects value, control, timing or closing certainty.

• Protect transaction confidentiality while enabling timely and accurate engagement with authorities and stakeholders.

Approvals, Filings and Authority Engagement

• Develop and execute a coordinated multi-jurisdictional approvals strategy for each transaction.

• Lead or oversee regulatory notifications, applications, submissions, responses to information requests and approval-tracking processes.

• Coordinate engagement with telecommunications regulators, competition authorities, relevant government departments and other competent bodies.

• Prepare executive stakeholders for regulatory engagements and ensure consistent, credible and fact-based messaging.

• Anticipate potential approval conditions or remedies and advise on their strategic, financial and operational impact before commitments are made.

• Escalate threats to transaction timing, economics or deliverability and recommend practical response options.

Closing, Integration, Separation and Compliance

• Confirm satisfaction of regulatory conditions and readiness for closing from a regulatory perspective.

• Define regulatory Day 1, post-close integration, transitional service, licence transfer, reporting and remediation requirements.

• Ensure approval conditions, undertakings and commitments are assigned to accountable owners and embedded in implementation plans.

• Monitor post-transaction compliance and provide assurance reporting to relevant governance forums.

• Capture lessons learned and improve regulatory M&A playbooks, templates, controls and knowledge assets.

Governance, Reporting and Thought Leadership

• Provide concise regulatory recommendations to executive leadership, investment committees, Group Exco and Boards, as required by transaction governance.

• Maintain accurate reporting on approval status, critical path, key risks, dependencies, decisions and conditions.

• Ensure work is performed in accordance with MTN delegations of authority, governance requirements, policies and applicable laws.

• Build trusted relationships with OpCos, platform businesses and Group functions to enable integrated transaction delivery.

• Act as a subject-matter authority and coach transaction teams on regulatory M&A principles, emerging issues and leading practice.

• Manage external regulatory counsel, economists and specialist advisers for quality, cost, independence and delivery.

• Champion a culture of continuous learning, innovation, accountability, and collaboration.

Budgeting and Resource Stewardship

• Oversee the regulatory workstream budget in line with approved transaction budgets and MTN delegations of authority.

• Forecast external adviser and filing costs, track spend and intervene where scope, timing or cost may exceed plan.

• Use fit-for-purpose internal and external resources while maintaining appropriate quality and assurance.

Staff and Leadership Management

• Develop a culture of strong collaboration and effective team working.

• Ensure open communication channels with staff and implement change management interventions where necessary.

• Encourage knowledge transfer through the implementation of a knowledge transfer plan and drive continuous improvement philosophy.

• Promote an ‘MTN centric’ and ‘partnership approach’ to develop strong relationships with other working groups and ensure adherence to Group governance.

Key Deliverables

• Regulatory feasibility and market-entry assessments

• Regulatory due diligence reports and risk register

• Multi-jurisdicti