PTCL secures key regulatory nod for Telenor Pakistan acquisition
PTA grants conditional change-of-control approval and NOC, but the PKR 108B deal still requires further clearances and completion of formalities
Haris Zamir
Business Editor
Experience of almost 33 years where started the journey of financial journalism from Business Recorder in 1992. From 2006 onwards attached with Television Media worked at Sun Tv, Dawn Tv, Geo Tv and Dunya Tv. During the period also worked as a stringer for Bloomberg for seven years and Dow Jones for five years. Also wrote articles for several highly acclaimed periodicals like the Newsline, Pakistan Gulf Economist and Money Matters (The News publications)
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Pakistan Telecommunication Company Ltd. said regulators have granted a key approval in its planned acquisition of Telenor Pakistan and Orion Towers, but the transaction still requires additional clearances and completion of formalities, according to its filing to the Pakistan Stock Exchange.
In a notice submitted under PSX Rule 5.6.1 and Section 96 of the Securities Act of 2015, PTCL said the Pakistan Telecommunication Authority issued a conditional change-of-control decision on Nov. 30 and granted a no-objection certificate on Dec. 6 after PTCL “unconditionally” accepted those conditions.
“The Pakistan Telecommunication Authority (PTA) has accorded the Change of Control (COC) conditional decision on 30th November 2025 and upon PTCL unconditional acceptance to the conditions, PTA has accorded no objection certificate on 6th December 2025 for substantial ownership interest of the Licensees … in favor of PTCL,” the company said in the filing.
PTCL previously announced on Dec. 14, 2023, that it had signed a share purchase agreement with Telenor Pakistan BV to acquire 100% of Telenor Pakistan (Pvt.) Ltd. and Orion Towers (Pvt.) Ltd. The company reiterated that the deal remains contingent on “other corporate approvals, completion of formalities, and signing of necessary agreement(s)/instrument(s) and closing obligations”.
PTCL said it will notify the exchange of any further developments.
In June 2024, the company said it had secured approval for $400 million in debt financing. This is a seven-year facility arranged by the International Finance Corporation (IFC) along with the Silk Road Fund (SRF) and British International Investment (BII). The company has not yet disclosed the terms of the financing, including pricing or any conversion features.
PTCL also disclosed that Telenor Pakistan had an EBITDA margin of 43% on revenue of PKR 112 billion, giving EBITDA of about PKR 48 billion. This puts the enterprise-value-to-EBITDA multiple at 2.25x. The EBITDA figure is based on the last twelve months ending September 2023.
The deal includes Telenor’s tower assets. Telenor owns about 7,500 towers and has coverage at more than 13,000 sites, according to news reports and industry checks.
Recently, Engro Holdings bought 10,617 towers from Veon (Jazz) for $563 million, valuing each tower at roughly $53,000.
If 7,500 Telenor towers are included in this deal, the implied value of the towers — based on the Engro-Veon comparison — would be around $397 million, or PKR 112 billion.
PTCL, however, is buying all of Telenor Pakistan for PKR 108 billion. Industry experts say Telenor’s towers are structurally different from Jazz’s towers. Other sources note that tower value depends largely on tenancy ratios, and Telenor’s tenancy ratios are believed to be broadly in line with Jazz’s.
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