TIDMVOD
RNS Number : 5025F
Vodafone Group Plc
17 November 2020
Vodafone Group Plc Vantage Towers CMD
17 November 2020
Vantage Towers Capital Markets Day
Vantage Towers is holding a Capital Markets Day today, for
investors and analysts. The event will be hosted by Vivek Badrinath
(CEO), Thomas Reisten (CFO) and other members of the senior
management team. The Company will, for the first time, present full
operational and financial details as well as the significant growth
potential for Vantage Towers and its sector as a whole.
-- A leading tower infrastructure company in Europe with c.
68,000 macro sites across 9 countries(1)
-- #1 or #2 tower market share by number of sites in 8 of our 9 markets
-- EUR680 million(2) aggregated pro forma FY20 adjusted
EBITDAaL, comprised of pro forma Consolidated Vantage Towers
adjusted EBITDAaL (EUR523 million) and proportionate share of
Infrastrutture Wireless Italiane S.p.A ("INWIT") CY19 adjusted
EBITDAaL (EUR157 million)
-- H1 FY21 consolidated pro forma adjusted EBITDAaL of EUR267
million, in line with management expectations
-- Commitments for 7,100 new build macro sites with expected
run-rate adjusted EBITDAaL contribution of EUR130 million by
FY27
-- Attractive medium term revenue, adjusted EBITDAaL and RFCF
growth outlook supported by new build sites, committed new
tenancies and rural white spot coverage obligations underpinning a
tenancy ratio target of >1.5x
Vivek Badrinath, Vantage Towers Chief Executive, commented:
" Vantage Towers is now fully operational, with activities in 9
countries, including INWIT, and I am pleased to report a good first
set of results as a standalone company.
People and businesses across Europe need more and better
connectivity. Vantage Towers is ready to support its customers to
satisfy this demand. The growth potential in the towers sector is
fueled by the requirement for data as well as the roll out of 5G
technology and new and wider network coverage obligations across
Europe. These factors will increase the number of tenants renting
space on our towers and we have also received firm commitments to
build 7,100 new sites for our customers.
With inflation-linked revenue - secured for the long term - from
Europe's leading mobile operator Vodafone and other high-quality
investment-grade tenants, and a strong balance sheet, we have a
powerful base from which to capture exciting organic and inorganic
value accretive growth opportunities."
A series of on-demand webcasts with supporting presentation
materials in relation to the Capital Markets Day will be made
available on Vantage Towers' website (
https://www.vantagetowers.com/cmd ) and Vodafone Group Plc website
(investors.vodafone.com) . The on-demand webcasts will be available
from 7.00am GMT and will provide further information on the
company's strategy and financial outlook. The event will be
followed by a live Q&A session from 2.00pm GMT.
1 Including 100% of Greece; closing of merger with Wind Hellas
tower assets in Greece pending completion
2 Aggregate of FY20 pro forma consolidated adj. EBITDAaL of
EUR523m and 33.2% share of INWIT CY19 pro forma adj. EBITDA of
EUR157m (including Vodafone estimates for INWIT lease adjustments);
please refer to appendix for information on basis of preparation of
pro forma financial information
For more information, please contact:
Investor Relations Media Relations
Investors.vodafone.com Vodafone.com/media/contact
ir@vodafone.co.uk GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No. 1833679
Vantage Towers A leading tower infrastructure company in Europe
Vantage Towers (the "Company") is one of Europe's largest and
most geographically diversified tower companies, with c. 68,000
macro sites and c. 6,000 micro sites(3) (small cells and
distributed antenna systems ("DAS")) across 9 markets. It has the
#1 or #2 market position measured by number of sites in 8 of them.
The Company has a controlling interest in 8 markets: Germany,
Spain, Greece (4) , Portugal, Czech Republic, Romania, Hungary and
Ireland ("Consolidated Vantage Towers"). Vantage Towers will also
own a co-controlling interest of 33.2% in INWIT, the #1 tower
infrastructure operator in Italy.
Fully-owned operations
---------------- -----------------------------------------------
Vantage Vantage
Towers Towers
30 September GR (exc. IT (inc.
2020 DE ES 5 CZ PT RO HU IE IT) (6) IT)
---------------- ----- ---- ---- ---- ---- ---- ---- ---- ------- ----- -------
Macro sites 19.1k 8.8k 4.9k 3.8k 3.5k 2.2k 1.9k 1.3k 45.5k 22.1k 67.6k
Tenancy ratio
7 1.2x 1.6x 1.6x 1.1x 1.2x 2.0x 1.3x 1.5x 1.4x 1.9x 1.5x
Market position #2 #2 #1 #2 #2 #4 #2 #2 #1
(8)
---------------- ----- ---- ---- ---- ---- ---- ---- ---- ------- ----- -------
Vantage Towers has a well-balanced portfolio of macro sites,
which is split between ground-based towers (35% of the total) and
rooftop towers (65% of the total). More than half of Vantage
Towers' sites (c. 56% of total) are located in urban and sub-urban
locations with beneficial capacity and densification dynamics,
while the Company's rural sites can help mobile operators meet
their 5G coverage obligations. Vantage Towers has secured
commitments to a significant new build, or build-to-suit ("BTS"),
programme of 7,100 sites of which Vodafone has committed to 6,850
macro sites and Wind Hellas has committed to 250 macro sites.
Vantage Towers benefits from long-term contractual commitments
with highly rated tenants, which provide resilient, long-term and
predictable inflation-linked revenues. Approximately 95% of Vantage
Towers' anchor revenues are generated from investment grade
tenants. This includes the anchor tenant master services agreements
("MSAs") with Vodafone, Europe's largest mobile operator,
contributing c. 83% of the Company's pro forma FY20 revenues(9) .
In addition, the Company also serves other top tier highly rated
customers across all its markets, including Deutsche Telekom,
Orange, Telefonica and Telecom Italia.
Vantage Towers also benefits from long-term, network sharing
contracts already in place between its major customers in many
markets. This ensures that many of its towers form a critical part
of the essential consolidated tower grid of at least two of the
largest mobile operators in markets including Italy, Spain, Greece,
Portugal and Romania. This is a key differentiator that protects
Vantage Towers further from potential MNO consolidation and
provides it with growth potential from offering space on its
leading tower grids to new tenants.
The Company also has over 1,600 non-mobile network operator
tenants, such as for public protection and disaster relief, and is
targeting growth in this business by bringing new focus and
managerial intensity in exploring this market.
Vodafone currently holds a 50% co-controlling shareholding in
Cornerstone Telecommunications Infrastructure Limited
("Cornerstone"), the joint venture in the UK which owns 14,300
towers. Subject to reaching a legally binding agreement on a
revised MSA with its JV partner, Vodafone intends to transfer this
shareholding into Vantage Towers. Based on current market anchor
tenancy rates and the attributable cost base in Cornerstone, the
estimated FY20 pro forma adjusted EBITDAaL for the 50% share of
Cornerstone is expected to be between EUR50 million and EUR70
million.
3 1,500 micro sites excluding INWIT
(4) Including 100% of Greece; closing of merger with Wind Hellas
tower assets in Greece pending completion
(5) Including 100% of Greece; closing of merger with Wind Hellas
tower assets in Greece pending completion
6 Data represents INWIT's full portfolio
(7) Tenancy ratio represents the total number of tenancies
(including two tenancies where both Vodafone and another MNO are
active sharing on a site) of Vantage Towers divided by the total
number of macro sites
(8) Estimated based on total number of macro sites compared to
other market participants
(9) Represents total revenues excluding pass-through revenue in
respect of recharged capital expenditure. Recharged capital
expenditure revenue was EUR0.3m in FY20 and EUR0.4m in HYFY21
The Company would equity account for its shareholding in
Cornerstone and the actual financial contribution of Cornerstone
will depend on the agreed terms of any MSA, the future cost base
and the finalisation of accounting treatments.
Financial information Vantage Towers' selected pro forma financial information
-- Aggregated FY20 pro forma adjusted EBITDAaL of EUR680 million, comprised of:
-- Consolidated Vantage Towers FY20 pro forma adjusted EBITDAaL
of EUR523 million (adjusted EBITDAaL margin of 55%); plus
-- The Group's 33.2% share of INWIT(10) CY19 estimated pro forma
adjusted EBITDAaL of EUR157 million
-- Consolidated Vantage Towers FY20 pro forma recurring OpFCF of
EUR494 million (adjusted EBITDAaL less maintenance capital
expenditure of EUR29 million), yielding a cash conversion of 94%
(recurring OpFCF over adjusted EBITDAaL)
-- Consolidated Vantage Towers H1 FY21 pro forma adjusted
EBITDAaL at EUR267 million, in line with management
expectations
FY20 H1FY21
Consolidated Vantage Towers pro forma(11) (EURm) (EURm)
--------------------------------------------------- -------- --------
Revenue (excl. pass through) 945 479
Adjusted EBITDA 814 413
Margin (%) 86% 86%
Depreciation of lease-related right of use assets
and interest on leases(12) (291) (146)
-------- --------
Adjusted EBITDAaL 523 267
Margin (%) 55% 56%
Maintenance capital expenditure (29) (14)
-------- --------
Recurring OpFCF (adjusted EBITDAaL - maintenance
capex) 494 253
Cash conversion (Recurring OpFCF / adj. EBITDAaL) 94% 95%
Recurring free cash flow (RFCF) (13) 373 190
--------------------------------------------------- -------- --------
Commercial focus Clear strategic roadmap with multiple levers of growth
Vantage Towers is well positioned to benefit in each of its
markets from the compelling structural growth drivers of increasing
data usage, 5G roll-out and coverage obligations. The Company is a
commercially driven business with a clear strategy to increase
tenancies and deliver growth by leveraging its comprehensive
capabilities.
The Company has strong visibility on the drivers of tenancy
growth in the medium term with commitments for approximately 13,400
additional net new tenancies from new site builds, committed new
tenancies and rural white spot coverage obligations. This includes
a commitment from tenants, primarily Vodafone, for 7,100 new macro
BTS sites which are expected to contribute an incremental EUR130
million of run rate adj. EBITDAaL by FY27 (based only on committed
tenants at build), representing an attractive incremental return on
invested capital, with a high degree of certainty and
visibility.
In order to meet its medium term target of in excess of 15,500
new tenancies, Vantage Towers needs to secure an additional 2,100
new tenancies to reach a tenancy ratio of c. 1.5x. The Company
already has an identified pipeline(14) of opportunities that is
multiple times greater than that to support driving a tenancy ratio
>1.5x.
1 (0) The 33.2% share in INWIT will be equity accounted
(11) See basis of preparation for further information on pro
forma adjustments
(12) Along with Vodafone Group, Vantage Towers is expected to
undertake a lease policy re-assessment once all Vantage Towers
assets have been separated, which may result in minor historical
restatement
1 (3) See glossary for further definition
(14) Opportunities the Company has identified, including current
negotiations and future opportunities
The Company also has preferred supplier status with Vodafone for
additional deployment requirements. In addition, with its extensive
footprint, attractive strategic locations and strong relationships
with leading mobile operators, Vantage Towers is well placed to
attract new tenants onto its existing towers and to deploy new
sites as mobile operators increase their tenancies to meet their
coverage and densification requirements.
Growth from the focus on increasing the tenancy ratio is
expected to lead to strong growth in cash flow and enhance our
return on capital as a result of the high operating leverage in our
business. Opportunities also exist to deliver efficiencies by
driving best practices and optimising costs across Vantage Towers'
site portfolio, which together will further enhance its return on
capital.
Growth outlook Key FY21 guidance and medium term targets
Vantage Towers sets out today a clear set of medium term targets
reflecting the clear visibility in its business model.
Medium Term Targets
Consolidated Vantage Towers FY21 PF (15) (16)
------------------------------- ------------- ---------------------------
Tenancy Ratio for Consolidated 1.38x >1.50x
Vantage Towers
Consolidated Revenue (ex. EUR955-970m Mid-single digit CAGR
pass-through)
Consolidated Adj. EBITDAaL EUR530-540m High 50s percentage margin
Consolidated RFCF EUR375-385m Mid to high single digit
CAGR
------------------------------- ------------- ---------------------------
There is also further organic growth potential beyond the core.
Vantage Towers is already in discussions with customers regarding
numerous other services across its markets. These opportunities
include Fibre to the Site ("FTTS"), through wholesaling of existing
FTTS capacity or investment in new FTTS infrastructure, in-building
solutions, outdoor small cells, and IoT, Edge Computing and Smart
Cities. These provide opportunities to deploy capital at attractive
rates of return.
The Company will also consider strategic M&A opportunities
if they enhance shareholder value and meet its investment criteria.
These opportunities could include in-market bolt-on opportunities
(as demonstrated by the recent acquisition in Greece), expanding
Vantage Towers' capabilities in adjacent segments with high growth
potential (such as fibre, small cells and private network
deployment), and tower portfolios in new geographies where Vantage
can develop leadership positions with high quality anchor
tenancies.
Capital structure and dividend policy Growth and shareholder returns
FY21 Policy
----------------- ---------------------- -------------------------------------
Dividend EUR280m(17) Payout ratio: 60% of RFCF (including
dividends from joint ventures
(18) )
Initial Leverage 4.0x Net Financial Consistent with investment grade
Debt / Adj. EBITDAaL credit rating
----------------- ---------------------- -------------------------------------
1 (5) FY21 guidance on pro forma numbers; excluding the UK and
before any adjustment for ongoing lease reassessment
1 (6) Medium term guidance on actuals; excluding the UK and
before any adjustment for ongoing lease reassessment
1 (7) To be paid following 2021 AGM
1 (8) Subject to the availability of distributable profits
(Bilanzgewinn) and legal restrictions with respect to the
distribution of profits and available funds
The capital structure and dividend policy will ensure Vantage
Towers retains capacity for organic and inorganic growth
investments and enable a strong cash distribution policy for
shareholders. With a starting leverage of 4x Net Financial Debt /
adj. EBITDAaL, Vantage Towers is preserving the strategic
flexibility to pursue additional organic and inorganic
opportunities, resulting in EUR1 billion of leverage capacity that
can be complemented by the issuance of equity to fund larger
opportunities.
This provides Vantage Towers' shareholders with an attractive
mix of flexibility to invest in growth opportunities with
attractive incremental return on capital and significant ongoing
shareholder distribution.
Separation roadmap Moving at pace
Since the announcement of Vodafone's intention to separate its
European tower infrastructure operations in July 2019, we have been
working hard to create Vantage Towers. The Company has been
operationally separate since May 2020, with the full senior
management team in place running the day-to-day operations.
We have also recently announced the nomination of Rüdiger Grube
as Independent Chairman of the Supervisory Board. Rüdiger Grube
brings over 30 years of international executive and non-executive
Board experience. Dr. Grube previously had a long career at Daimler
across a variety of roles, was CEO of Deutsche Bahn, and was
Chairman and non-executive Director of Airbus. He is excited to be
nominated as Chairman of the Supervisory Board of Vantage Towers,
and is committed to dedicating appropriate time and focus to this
role. We are in advanced discussions with additional independent
Supervisory Board members, who will be announced in due course.
Basis of preparation
Introduction
The financial information presented above sets out certain
summary pro forma consolidated financial results for Vantage Towers
for the twelve months ended 31 March 2020 and the six months ended
30 September 2020.
The basis of the pro forma information for the consolidated
group reflects the historical results of Vantage Towers (including
its operations in Germany, Spain, Greece, Ireland, Portugal,
Romania, Hungary and Czech Republic).
The pro forma results of operations are adjusted for the
expected financial impact of the separation of the business from
Vodafone Group Plc ("Vodafone"). The impact of commercial
agreements, including the Master Services Agreements ("MSAs") and
Long Term Agreements ("LTAs") which have been or are expected to be
entered into with Vodafone, together with expected incremental
running costs of Vantage Towers, are included as if they had been
in place throughout the twelve month period and six month periods
respectively.
The pro forma results relating to Vantage Towers Greece are
based on the historical results of the tower assets contributed by
Vodafone-Panafon Hellenic Telecommunications Company S.A ("Vodafone
Greece") and Wind Hellas Telecommunications SA ("Wind Hellas") and
reflect the commercial arrangements (including the Master Services
Agreement) between Vantage Towers Greece, Vodafone Greece and Wind
Hellas, and certain expected incremental costs of Vantage Towers
Greece on a standalone basis, as if they had been in place for 100%
of both businesses throughout the twelve month period and six month
period respectively.
In addition, Vantage Towers is expected to hold Vodafone's
equity stake in Infrastrutture Wireless Italiane S.p.A ("INWIT").
Selected financial information in relation to INWIT is set out
separately. This investment is classified as an equity accounted
joint venture and will therefore not be included in consolidated
EBITDA measures for financial reporting purposes.
The financial information presented herein has been neither
audited nor reviewed by Vodafone or Vantage Towers' independent
auditors and may be subject to changes.
Pro forma financial information for Consolidated Vantage
Towers
Historical financial information for the twelve months ended 31
March 2020
The summary historical financial information used as the basis
for the pro forma financial information for the twelve months ended
31 March 2020 contained herein has been prepared by extracting the
directly attributable revenues and costs of the infrastructure
assets to be included in Vantage Towers from the accounting records
of Vodafone. The financial statement line items that can be
directly identified are:
-- Revenues from tenants other than Vodafone;
-- Costs which are directly attributable to the tower
infrastructure assets, such as energy, maintenance, depreciation of
property, plant and equipment ("PPE") and lease costs recognised
under IFRS 16; and
-- The non-current PPE assets and related asset retirement obligations.
The same accounting policies and measurement principles as were
applied by Vodafone in preparing its consolidated financial
information for inclusion in its Annual Report for the year ended
31 March 2020 have been used for the preparation of the historical
financial information, which forms the basis of the pro forma
financial information. This includes IFRS 16 "Leases" which was
adopted by Vodafone on 1 April 2019.
Historical financial information for the six months ended 30
September 2020
The summary historical financial information used as the basis
for the pro forma financial information for the six months ended 30
September 2020 contained herein is derived from the accounting
records of the five markets that demerged before or during the
period from the following dates:
-- Vantage Towers S.L.U ("Vantage Towers Spain") - 1 April 2020;
-- Vantage Towers GmbH ("Vantage Towers Germany") - 25 May 2020;
-- Vantage Towers Limited ("Vantage Towers Ireland") - 1 June 2020;
-- Vodafone Towers Portugal S.A. ("Vantage Towers Portugal") - 16 July 2020; and
-- Vantage Towers s.r.o. ("Vantage Towers Czech Republic") - 1 September 2020.
The post-demerger financial information has been combined with
historical results for the pre-demerger periods in the above
markets, and historical results for the full period for Vantage
Towers Hungary, Vantage Towers Romania and Vantage Towers Greece.
This historical financial information has been prepared by
extracting the directly attributable revenues and costs of the
passive infrastructure to be included in Vantage Towers from the
accounting records of Vodafone (and Wind Hellas in the case of
Greece).
Pro forma adjustments
Pro forma financial adjustments have then been made to present
what the material effects of the separation of Vantage Towers from
Vodafone would have had on the historical financial information if
Vantage Towers had existed in the structure set out in the
introduction above, for the twelve months ended 31 March 2020 and
for the six months ended 30 September 2020. The main adjustments
that have been made in preparing the pro forma financial
information arise from:
-- Revenue from Vodafone based on the terms of the relevant MSA
that are/will be in place for each market. This adjustment includes
the anchor tenant rental income from Vodafone.
-- Costs required to run Vantage Towers on a standalone basis.
This adjustment includes charges for local Vodafone markets, such
as maintenance and other support services, and group services and
other contractual arrangements covering, inter alia, maintenance
and insurance costs.
-- Employment and other general and administrative costs.
The adjustments set out above are based on the commercial
arrangements that have been or are expected to be entered into
between Vantage Towers and other members of the Vodafone group, and
with Wind Hellas in Greece, and the expected future costs of
Vantage Towers, and are subject to potential change. These changes
might result from amendments to the proposed portfolio of assets
and equity investments to be held by Vantage Towers, the scope and
pricing of services supplied by Vantage Towers, the actual
incremental costs of Vantage Towers, changes to accounting policies
and related estimates and other potential business developments.
The pro forma results exclude any one-off costs in relation to the
separation of Vantage Towers from Vodafone.
Along with Vodafone Group, it is expected that Vantage Towers
will reassess the IFRS 16 lease term for its head leases once all
Vantage Towers assets have been separated. This may result in minor
historical restatement of the pro forma depreciation of
lease-related right of use assets and interest on leases.
Summary historical financial information for INWIT
Vodafone owns a 33.2% stake in INWIT, which it intends to
transfer into Vantage Towers. This stake will be equity accounted
by Vantage Towers. The merger of Vodafone Towers Srl ("Vodafone
Towers Italy") and INWIT was effective from 31 March 2020 (the
"INWIT Transaction") and as such INWIT did not contribute to
Vodafone's results for the year ended 31 March 2020.
The financial information presented in respect of INWIT for the
12 months ended 31 March 2020 is directly extracted from the INWIT
prospectus dated 10 June 2020, is based on INWIT's accounting
policies and is prepared in accordance with EU-IFRS and with the
legal and regulatory provisions in force in Italy (in particular,
the measures adopted in implementation of Section 9 of Italian
Legislative Decree no. 38 of 28 February 2005). Lease costs have
been derived from the INWIT prospectus and INWIT's CY19 Annual
Report and is therefore based on INWIT's accounting policies.
The pro forma income statement in the INWIT prospectus
represents INWIT's financial performance for the 12 months ended 31
December 2019 combined with the Vodafone Towers Italy carve out
financial information and adjusted to reflect the performance of
the combined group as though the INWIT Transaction had taken place
as at 1 January 2019. The pro forma adjustments include adjustments
to reflect the MSA between Telecom Italia S.p.A. ("TIM"), Vodafone
Italia S.p.A. ("Vodafone Italy") and INWIT, as if it had been in
place for the full year presented, and adjustments to align the
Vodafone Towers Italy carve out financial information to INWIT's
accounting policies and adjustments for one-off and standalone
costs. As a joint venture the results of INWIT will be equity
accounted for by Vantage Towers. The financial information
presented in respect of INWIT for the six months ended 30 September
2020 is directly extracted from the INWIT Q3 2020 results
announcement as the sum of INWIT's Q2 and Q3 results, based on
INWIT's accounting policies.
KPIs and financial terms
A number of Alternative Performance Measures ("APMs") are
presented in this announcement, which are used in addition to IFRS
statutory performance measures. These APMs, which are not
considered to be a substitute for or superior to IFRS measures,
provide stakeholders with additional helpful information on the
performance of the business.
Adjusted EBITDA is defined as operating profit before
depreciation on lease-related right of use assets and interest on
leases, depreciation, amortisation and gains/losses on disposal for
owned fixed assets, and excluding share of results in associates
and joint ventures, impairment losses, restructuring costs arising
from discrete restructuring plans, other operating income and
expense and significant items that are not considered by management
to be reflective of the underlying performance of the Group.
Adjusted EBITDAaL is defined as operating profit, less capital
expenditure recharge revenue and after depreciation on
lease-related right of use assets and interest on leases, but
excluding depreciation, amortisation and gains/losses on disposal
for owned fixed assets, and excluding share of results in
associates and joint ventures, impairment losses, restructuring
costs arising from discrete restructuring plans, other operating
income and expense and significant items that are not considered by
management to be reflective of the underlying performance of the
Group.
Capital expenditure recharge revenue represents direct recharges
to tenants of capital expenditure in connection with upgrades to
existing sites.
Aggregated adjusted EBITDAaL represents adjusted EBITDAaL for
the Consolidated Vantage Towers operations, plus Vodafone's
ownership share of the adjusted EBITDAaL of INWIT. The results of
INWIT will be equity accounted by Vantage Towers.
Recurring operating free cash flow ("OpFCF") is adjusted
EBITDAaL less maintenance capital expenditure.
Maintenance capital expenditure represents capital expenditure
required to maintain and continue the operation of the existing
tower network and other passive infrastructure. For the avoidance
of doubt, maintenance capital expenditure excludes capital
investment in new sites or other growth initiatives and should not
be taken to be indicative of the total future investment
requirement of Vantage Towers.
Recurring free cash flow ("RFCF") is recurring OpFCF less
taxation, interest and changes in operating working capital. For
the pro forma results, pro forma income statement taxation and
interest have been used as a proxy for cash paid as no pro forma
cash flow has been prepared.
Tenancy ratio represents the total number of tenancies
(including both Vodafone and another MNO where there is existing
active sharing on a site) of Vantage Towers divided by the total
number of towers.
Glossary
"Active Equipment" the customers' equipment used to receive
and transmit mobile network signals.
"BTS" build-to-suit and corresponds to committed
new build site programs and related
services that have been contracted
with different clients, including ad-hoc
capital expenditure which might be
required.
"CAGR" compound annual growth rate.
"Company" Vantage Towers.
"Consolidated Tower Grid" the combination of the mobile network
of two or more operators which are
sharing both physical infrastructure
(i.e. macro sites) and the communication
equipment placed on the macro sites.
"Consolidated Vantage Towers" the European tower infrastructure business
in Germany, Spain, Greece, Portugal,
Romania, Czech Republic, Hungary and
Ireland in which Vantage Towers has,
or is planned to have, a controlling
interest.
"DAS" distributed antenna system, which is
a network of spatially separated antenna
nodes connected to a common source
via a transport medium that provides
wireless service within a geographic
area or structure .
"FTTS" Fibre to the Site, which refers to
the optical fibre connection to transmit
the high-frequency signal from the
macro or micro site to the rest of
the mobile network.
"INWIT" Infrastrutture Wireless Italiane S.p.A.
"IoT" Internet of Things, the interconnection
of uniquely identifiable embedded computing
devices within the existing internet
infrastructure .
"JV" Joint Venture.
"Macro sites" the physical infrastructure, either
ground-based ("Ground Based Tower"
or "GBT") or located on the top a building
("Rooftop Tower" or "RTT") where communications
equipment is placed to create a cell
in a mobile network.
"Micro sites" indoor / outdoor smalls cells, repeater
sites, mobile sites and distributable
antenna system.
"MNO" mobile network operator.
"MSA" master services agreement.
"Passive Infrastructure" an installation comprising a set of
different elements located at a Site
and used to provide support to the
Active Equipment.
"Physical tenancy" the installation of Active Equipment
on a Site.
"Site" the Passive Infrastructure on which
Active Equipment is mounted as well
as its physical location.
"Small Cells" low-powered radio access nodes used
in the completion of macro cells and
in areas of high traffic concentration.
"White Spot" a specific geographical location where
no mobile operator has network coverage.
Forward-looking statements
This report contains "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995
with respect to the Company's results of operations, financial
condition, liquidity, prospects, growth and strategies.
Forward-looking statements include, but are not limited to,
statements regarding objectives, targets, strategies, outlook and
growth prospects, including guidance for the financial year ending
March 31, 2021, medium-term targets, the growth of the microsite
portfolio and revenue therefrom, tenancy targets and the tenancy
pipeline; run-rate adjusted EBITDAaL contributions from new build
site commitments; the Company's capital structure and dividend
policy; future plans, events or performance, including the transfer
of Vodafone's 50% interest in Cornerstone, Cornerstone's estimated
pro forma adjusted EBITDAaL contribution to the Company, new site
builds, committed new tenancies and rural white spot coverage
obligations; economic outlook and industry trends.
Forward-looking statements are sometimes, but not always,
identified by their use of a date in the future or such words as
"will", "could", "may", "should", "expects", "intends", "prepares"
or "targets" (including in their negative form or other
variations). By their nature, forward-looking statements are
inherently predictive, speculative and involve risk and uncertainty
because they relate to events and depend on circumstances that may
or may not occur in the future. There are a number of factors that
could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking
statements. All subsequent written or oral forward-looking
statements attributable to the Company or any member of the
Vodafone Group, including any member of Vantage Towers, or any
persons acting on their behalf are expressly qualified in their
entirety by the factors referred to above. No assurances can be
given that the forward-looking statements in this document will be
realised. Any forward-looking statements are made of the date of
this announcement. Subject to compliance with applicable law and
regulations, neither Vodafone nor Vantage Towers intend to update
these forward-looking statements and do not undertake any
obligation to do so.
Important Information
This announcement is not directed to, or intended for
distribution to or use by, any person or entity that is a citizen
or resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or
use would be contrary to law or regulation of such jurisdiction or
which would require any registration or licensing within such
jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the laws of any such jurisdiction. This
announcement does not constitute an offering of securities or
otherwise constitute an invitation or inducement to any person to
underwrite, subscribe for or otherwise acquire or dispose of
securities in any company within the Vodafone Group, including, for
the avoidance of doubt, any company within Vantage Towers.
This announcement contains certain summary pro forma financial
information of Vantage Towers for the financial year ended 31 March
2020 and for the six months ended 30 September 2020 (together, the
"PF Financial Information") as well as financial information from
INWIT. For a description of the basis of preparation of the PF
Financial Information, please see "Basis of Preparation" above. The
PF Financial Information has been prepared for illustrative
purposes only and, by its nature, addresses a hypothetical
situation and does not, therefore, represent Vantage Towers' actual
results of operations. Such information may not, therefore, give a
true picture of Vantage Towers' results of operations nor is it
indicative of its results. The PF Financial Information is subject
to change.
This announcement also contains non-IFRS financial information
which Vodafone's and Vantage Towers' management teams believe is
valuable in understanding the performance of Vantage Towers. For a
description of this information, please see "KPIs and financial
terms" above. In this document, the Company utilises certain
alternative performance measures, including but not limited to
revenue (excluding pass through revenue), adjusted EBITDA, adjusted
EBITDAaL, aggregated adjusted EBITDAaL, recurring OpFCF and RFCF,
that in each case are not recognized under International Financial
Reporting Standards ("IFRS"). These non-IFRS measures are presented
as the Company believes that they and similar measures are widely
used in the markets in which it operates as a means of evaluating a
company's operating performance and financing structure. They may
not be comparable to other similarly titled measures of other
companies and are not measurements under IFRS or other generally
accepted accounting principles, nor should they be considered as
substitutes for the information contained in the financial
statements included in this document.
This announcement does not purport to contain all information
required to evaluate the Company and/or its financial position.
Financial information in this announcement is preliminary and
unaudited and certain financial information (including percentages)
has been rounded according to established commercial standards. In
addition, the Company is currently still in the process of
establishing capital markets readiness by expanding the scope of
management reporting, financial accounting as well as forecasting
and budgeting processes through the hiring and training of
additional resources and rolling out market standard policies and
procedures. As a result, some of the financial and/or operational
information set forth in this announcement remains subject to
change and/or completion. Certain market positioning data about
Vantage Towers included in this announcement is sourced from third
party sources. Third party industry publications, studies and
surveys generally state that the data contained therein have been
obtained from sources believed to be reliable, but that there is no
guarantee of the fairness, quality, accuracy, relevance,
completeness or sufficiency of such data. Such research and
estimates, and their underlying methodology and assumptions, have
not been verified by any independent source for accuracy or
completeness and are subject to change without notice. Accordingly,
Vodafone and Vantage Towers expressly disclaim any responsibility
for, or liability in respect of, such information and undue
reliance should not be placed on such data.
References to Vodafone are to Vodafone Group Plc and references
to Vodafone Group are to Vodafone Group Plc and its subsidiaries
unless otherwise stated. References to Vantage Towers are either a
reference to a member of the group of entities and investments
comprising Vodafone's European towers business as described in this
announcement, or to the group as a whole, depending on the context
and unless otherwise stated. Vodafone, the Vodafone Speech Mark
Devices, Vodacom and The future is exciting. Ready? are trade marks
owned by Vodafone. Vantage Towers is a trade mark owned by Vantage
Towers. Other product and company names mentioned herein may be the
trade marks of their respective owners.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
UPDKKABNDBDBCDD
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November 17, 2020 02:00 ET (07:00 GMT)
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